THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 16, 2024 by and among NNN REIT, INC.,

Exhibit 10.1

Loan Number: 1001642-1

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Execution Version

 

 

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 

 

Dated as of April 16, 2024

 

by and among

 

NNN REIT, INC.,

as Borrower,

The financial institutions party hereto

and their assignees under Section 12.6.,

as Lenders,

 

XXXXX FARGO Bank, National Association,

as Administrative Agent,

 

BANK OF AMERICA, N.A.,

as Syndication Agent,

 

Each of

XXXXX FARGO SECURITIES, LLC

and

BOFA SECURITIES, INC.,

as Joint Lead Arrangers and Joint Bookrunners,

 

Each of

TRUIST SECURITIES, INC.

PNC CAPITAL MARKETS LLC

U.S. BANK NATIONAL ASSOCIATION

ROYAL BANK OF CANADA

and

TD BANK, N.A.,

as Joint Lead Arrangers

 

and

 

Each of

TRUIST BANK

PNC BANK, NATIONAL ASSOCIATION

U.S. BANK NATIONAL ASSOCIATION

ROYAL BANK OF CANADA

and

TD BANK, N.A.,

as Documentation Agents

 

 

 

 

 

TABLE OF CONTENTS

Article I. Definitions

1

Section 1.1. Definitions.

1

Section 1.2. General; References to Pacific Time.

30

Section 1.3. Divisions.

31

Section 1.4. Rates.

31

Article II. Credit Facility

32

Section 2.1. Revolving Loans.

32

Section 2.2. [Reserved].

33

Section 2.3. Letters of Credit.

33

Section 2.4. Rates and Payment of Interest on Loans.

37

Section 2.5. Number of Interest Periods.

38

Section 2.6. Repayment of Loans.

38

Section 2.7. Prepayments.

39

Section 2.8. Continuation.

39

Section 2.9. Conversion.

39

Section 2.10. Notes.

40

Section 2.11. Extension of Termination Date.

40

Section 2.12. Expiration or Maturity Date of Letters of Credit Past Termination Date.

41

Section 2.13. Voluntary Reductions of the Commitment.

41

Section 2.14. Increase of Commitments.

41

Section 2.15. Amount Limitations.

42

Section 2.16. Funds Transfer Disbursements.

42

Section 2.17. Initial Benchmark Conforming Changes.

43

Article III. Payments, Fees and Other General Provisions

43

Section 3.1. Payments.

43

Section 3.2. Pro Rata Treatment.

44

Section 3.3. Sharing of Payments, Etc.

44

Section 3.4. Several Obligations.

45

Section 3.5. Minimum Amounts.

45

Section 3.6. Fees.

45

Section 3.7. Computations.

46

Section 3.8. Usury.

46

Section 3.9. Statements of Account.

47

Section 3.10. Defaulting Lenders.

47

Section 3.11. Taxes.

49

Article IV. Yield Protection, Etc.

53

Section 4.1. Additional Costs; Capital Adequacy.

53

Section 4.2. Suspension of SOFR Loans.

55

Section 4.3. Illegality.

57

Section 4.4. Compensation.

57

Section 4.5. Affected Lenders.

58

Section 4.6. Treatment of Affected Loans.

58

Section 4.7. Change of Lending Office.

59

Section 4.8. Assumptions Concerning Funding of SOFR Loans.

59

 

Article V. Conditions Precedent

59

Section 5.1. Initial Conditions Precedent.

59

Section 5.2. Conditions Precedent to All Loans and Letters of Credit.

61

Section 5.3. Conditions as Covenants.

62

Article VI. Representations and Warranties

62

Section 6.1. Representations and Warranties.

62

Section 6.2. Survival of Representations and Warranties, Etc.

68

Article VII. Affirmative Covenants

69

Section 7.1. Preservation of Existence and Similar Matters.

69

Section 7.2. Compliance with Applicable Law.

69

Section 7.3. Maintenance of Property.

69

Section 7.4. Insurance.

69

Section 7.5. Payment of Taxes and Claims.

69

Section 7.6. Inspections.

70

Section 7.7. Use of Proceeds; Letters of Credit.

70

Section 7.8. Environmental Matters.

70

Section 7.9. Books and Records.

71

Section 7.10. Further Assurances.

71

Section 7.11. New Subsidiaries /Guarantors.

71

Section 7.12. REIT Status.

72

Section 7.13. Exchange Listing.

72

Section 7.14. Compliance with Anti-Corruption Laws; Beneficial Ownership Regulation, Anti-Money Laundering Laws and Sanctions.

72

Article VIII. Information

72

Section 8.1. Quarterly Financial Statements.

72

Section 8.2. Year‑End Statements.

73

Section 8.3. Compliance Certificate; Additional Information.

73

Section 8.4. Other Information.

73

Section 8.5. Electronic Delivery of Certain Information.

76

Section 8.6. Public/Private Information.

76

Section 8.7. USA Patriot Act; Anti-Money Laundering Laws.

76

Article IX. Negative Covenants

77

Section 9.1. Financial Covenants.

77

Section 9.2. Restricted Payments.

78

Section 9.3. Indebtedness.

78

Section 9.4. [Reserved].

78

Section 9.5. Conduct of Business.

78

Section 9.6. Liens; Negative Pledges; Other Matters.

78

Section 9.7. Merger, Consolidation, Sales of Assets and Other Arrangements.

79

Section 9.8. Fiscal Year.

80

Section 9.9. Modifications of Organizational Documents.

80

Section 9.10. Transactions with Affiliates.

80

Section 9.11. ERISA Exemptions.

80

Section 9.12. Environmental Matters.

80

Section 9.13. Derivatives Contracts.

80

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Article X. Default

81

Section 10.1. Events of Default.

81

Section 10.2. Remedies Upon Event of Default.

84

Section 10.3. Remedies Upon Default.

85

Section 10.4. Marshaling; Payments Set Aside.

85

Section 10.5. Allocation of Proceeds.

85

Section 10.6. Collateral Account.

86

Section 10.7. Performance by Administrative Agent.

87

Section 10.8. Rights Cumulative.

87

Article XI. The Administrative Agent

87

Section 11.1. Appointment and Authorization.

87

Section 11.2. Administrative Agent’s Reliance.

88

Section 11.3. Notice of Events of Default.

89

Section 11.4. Xxxxx Fargo as Lender.

89

Section 11.5. Approvals of Lenders.

90

Section 11.6. Lender Credit Decision, Etc.

90

Section 11.7. Indemnification of Administrative Agent.

91

Section 11.8. Successor Administrative Agent.

91

Section 11.9. Titled Agents.

92

Section 11.10. Erroneous Payments.

92

Section 11.11. Specified Derivatives Contracts.

94

Article XII. Miscellaneous

94

Section 12.1. Notices.

94

Section 12.2. Expenses.

96

Section 12.3. Stamp, Intangible and Recording Taxes.

97

Section 12.4. Setoff.

97

Section 12.5. Litigation; Jurisdiction; Other Matters; Waivers.

97

Section 12.6. Successors and Assigns.

98

Section 12.7. Amendments and Waivers.

100

Section 12.8. Nonliability of Administrative Agent and Lenders.

103

Section 12.9. Confidentiality.

103

Section 12.10. Indemnification.

104

Section 12.11. Termination; Survival.

106

Section 12.12. Severability of Provisions.

107

Section 12.13. GOVERNING LAW.

107

Section 12.14. Counterparts.

107

Section 12.15. Obligations with Respect to Loan Parties.

107

Section 12.16. Independence of Covenants.

107

Section 12.17. Limitation of Liability.

107

Section 12.18. Entire Agreement.

108

Section 12.19. Construction.

108

Section 12.20. Headings.

108

Section 12.21. No Novation; Effect of Amendment and Restatement.

108

Section 12.22. Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

108

Section 12.23. Acknowledgement Regarding Any Supported QFCs.

109

 

 

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SCHEDULE I

 

Commitments

SCHEDULE 1.1(A)

 

Existing Letters of Credit

SCHEDULE 1.1.(B)

 

List of Loan Parties

SCHEDULE 6.1.(b)

 

Ownership Structure

SCHEDULE 6.1.(f)

 

Properties

SCHEDULE 6.1.(g)

 

Indebtedness and Guaranties; Total Liabilities

SCHEDULE 6.1.(h)

 

Litigation

SCHEDULE 6.1(r)

 

Affiliate Transactions

SCHEDULE 6.1(x)

 

Unencumbered Assets

 

 

 

 

 

 

EXHIBIT A

 

Form of Assignment and Assumption Agreement

EXHIBIT B

 

Form of Guaranty

EXHIBIT C

 

Form of Notice of Borrowing

EXHIBIT D

 

Form of Notice of Continuation

EXHIBIT E

 

Form of Notice of Conversion

EXHIBIT G

 

Form of Disbursement Instruction Agreement

EXHIBIT H

 

Form of Revolving Note

EXHIBIT K

 

Form of Compliance Certificate

EXHIBIT N

 

Forms of U.S. Tax Compliance Certificates

 

 

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THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of April 16, 2024, by and among XXX XXXX, INC. (formerly known as National Retail Properties, Inc.), a corporation formed under the laws of the State of Maryland (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.6. (the “Lenders”), XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Administrative Agent”), XXXXX FARGO SECURITIES, LLC and BOFA SECURITIES, INC., as Joint Lead Arrangers and Joint Bookrunners, BANK OF AMERICA, N.A., as the Syndication Agent (the “Syndication Agent”), each of TRUIST SECURITIES, INC., PNC CAPITAL MARKETS LLC, U.S. BANK NATIONAL ASSOCIATION, ROYAL BANK OF CANADA and TD BANK, N.A., as Joint Lead Arrangers, each of TRUIST BANK, PNC BANK, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, ROYAL BANK OF CANADA and TD BANK, N.A., as Documentation Agents and XXXXX FARGO SECURITIES, LLC, as Sustainability Structuring Agent.

 

WHEREAS, certain of the Lenders and other financial institutions (who were “Lenders” under the Existing Credit Agreement) have made available to Borrower a revolving credit facility in the amount of $1,100,000,000, including a $60,000,000 letter of credit subfacility on the terms and conditions contained in that certain Second Amended and Restated Credit Agreement dated as of June 23, 2021 (as amended and in effect immediately prior to the date hereof, the “Existing Credit Agreement”) by and among the Borrower, such Lenders, certain other financial institutions (who were “Lenders” under the Existing Credit Agreement), the Administrative Agent and the other parties thereto; and

 

WHEREAS, the Administrative Agent and the Lenders desire to amend and restate the terms of the Existing Credit Agreement to extend the maturity date, increase the revolving credit facility to $1,200,000,000, reduce the letter of credit subfacility to $10,000,000 and otherwise make such modifications to the terms contained herein.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree that the Existing Credit Agreement is amended and restated in its entirety as follows:

 

Article I. Definitions

Section 1.1. Definitions.

In addition to terms defined elsewhere herein, the following terms shall have the following meanings for the purposes of this Agreement:

 

“Accession Agreement” means an Accession Agreement substantially in the form of Annex I to the Guaranty.

 

“Additional Costs” has the meaning given that term in Section 4.1.(b).

 

“Adjusted Daily Simple SOFR” means, for any day (a “Simple SOFR Rate Day”), a rate per annum equal to the greater of (a) the sum of (i) SOFR for the day (such day, a “SOFR Determination Day”) that is five (5) U.S. Government Securities Business Days prior to (A) if such Simple SOFR Rate Day is a U.S. Government Securities Business Day, such Simple SOFR Rate Day or (B) if such Simple SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such Simple SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website; provided that if by 5:00 p.m. on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Day, SOFR in

 

 

 

 

 

respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to Adjusted Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided further that SOFR as determined pursuant to this proviso shall be utilized for purposes of calculation of Adjusted Daily Simple SOFR for no more than three (3) consecutive Simple SOFR Rate Days and (ii) the SOFR Adjustment and (b) the Floor. Any change in Adjusted Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

 

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

 

“Administrative Agent” means Xxxxx Fargo Bank, National Association, as contractual representative for the Issuing Bank and the Lenders under the terms of this Agreement, or any successor Administrative Agent appointed pursuant to Section 11.8.

 

“Administrative Questionnaire” means the Administrative Questionnaire completed by each Xxxxxx and delivered to the Administrative Agent in a form supplied by the Administrative Agent to the Lenders from time to time.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

 

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified; provided, however, in no event shall the Administrative Agent, the Issuing Bank or any Lender or any of their respective Affiliates be an Affiliate of the Borrower. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

 

“Agreement Date” means the date as of which this Agreement is dated.

 

“Announcements” has the meaning assigned thereto in Section 1.4.

 

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower and its Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder and the U.K. Bribery Act 2010 and the rules and regulations thereunder.

 

“Anti-Money Laundering Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable to the Borrower and its Subsidiaries related to terrorism financing, money laundering, any predicate crime to money laundering or any financial record keeping, including any applicable provision of the USA Patriot Act (Title III of Pub. L. 107-56) and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

 

 

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“Applicable Law” means all applicable provisions of constitutions, statutes, rules, regulations and orders of any Governmental Authority, including all orders and decrees of all courts, tribunals and arbitrators.

 

“Applicable Margin” means the percentage per annum determined, at any time, based on the range into which the Borrower’s Credit Rating then falls, in accordance with the levels in the table set forth below (each a “Level”). As of the Effective Date, the Applicable Margin is determined based on Level 2. Any change in the Borrower’s Credit Rating which would cause it to move to a different Level shall be effective as of the first day of the first calendar month immediately following receipt by the Administrative Agent of written notice delivered by the Borrower in accordance with Section 8.4.(m) that the Borrower’s Credit Rating has changed; provided, however, if the Borrower has not delivered the notice required by Section 8.4.(m) but the Administrative Agent becomes aware that the Borrower’s Credit Rating has changed, then the Administrative Agent may, in its sole discretion, adjust the Level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware that the Borrower’s Credit Rating has changed. The Borrower shall have not less than two Credit Ratings at all times, one of which shall be from S&P or Xxxxx'x. In the event that the Borrower receives only two Credit Ratings, and such Credit Ratings are not equivalent, the Applicable Margin shall be the higher of the two Credit Ratings. In the event that Borrower receives more than two Credit Ratings, and such Credit Ratings are not all equivalent, the Applicable Margin shall be (A) if the difference between the highest and the lowest such Credit Ratings is one ratings category (e.g. Baa2 by Xxxxx'x and BBB- by S&P or Fitch), the Applicable Margin shall be the rate per annum that would be applicable if the highest of the Credit Ratings were used; and (B) if the difference between the highest and the lowest such Credit Ratings is two ratings categories (e.g. Baal by Xxxxx'x and BBB- by S&P or Fitch) or more, the Applicable Margin shall be the rate per annum that would be applicable if the average of the two highest Credit Ratings were used, provided that if such average is not a recognized rating category (i.e., the difference between the Credit Ratings is an even number of ratings categories), then the Applicable Margin shall be based on the lower of the two highest Credit Ratings. During any period in which the Borrower does not have at least two Credit Ratings or at least one Credit Rating is not from S&P or Xxxxx’x, the Applicable Margin shall be determined based on Level 5.

 

 

Level

Borrower's Credit Rating (S&P/Xxxxx'x or equivalent)

Applicable Margin for SOFR Loans

Applicable Margin for Base Rate Loans

1

A-/A3 (or equivalent) or better

0.725%

0.00%

2

BBB+/Baa1 (or equivalent)

0.775%

0.00%

3

BBB/Baa2 (or equivalent)

0.850%

0.00%

4

BBB-/Baa3 (or equivalent)

1.05%

0.05%

5

Lower than BBB-/Baa3 (or equivalent)

1.40%

0.40%

 

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of any entity that administers or manages a Lender.

 

“Assignee” has the meaning given that term in Section 12.6.(c).

 

“Assignment and Assumption Agreement” means an Assignment and Assumption Agreement among a Lender, an Assignee and the Administrative Agent, substantially in the form of Exhibit A.

 

 

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“Available Tenor” means, as of any date of determination and with respect to any then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 4.2.(b)(iv).

 

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

 

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” means the Bankruptcy Code of 1978, as amended.

 

“Bankruptcy Proceeding” means a case, proceeding or condition of any of the types described in Section 10.1.(f) or (g).

 

“Base Rate” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) Adjusted Daily Simple SOFR on such day plus 1.00%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or Adjusted Daily Simple SOFR, as applicable (provided that clause (c) shall not be applicable during any period in which Adjusted Daily Simple SOFR is unavailable or unascertainable). Notwithstanding the foregoing, in no event shall the Base Rate be less than 1.00%.

 

“Base Rate Loan” means a Revolving Loan bearing interest at a rate based on the Base Rate.

 

“Benchmark” means, initially, Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable; provided that if a Benchmark Transition Event has occurred with respect to Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable, or the applicable then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 4.2.(b)(i).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event for any then-current Benchmark, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for such Benchmark giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to such then-current Benchmark for Dollar-denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; provided that, if such

 

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Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor (if applicable), the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors (if applicable) of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor (if applicable) of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, if the applicable then-current Benchmark has any Available Tenors, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors (if applicable) of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor (if applicable) of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the FRB, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for

 

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such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors (if applicable)of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor (if applicable) of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors (if applicable) of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, if the applicable then-current Benchmark has any Available Tenors, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means, with respect to any then-current Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date with respect to such Benchmark has occurred if, at such time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 4.2.(b) and (y) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 4.2.(b).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 CFR § 1010.230.

“Benefit Arrangement” means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

 

“Borrower” has the meaning set forth in the introductory paragraph hereof and shall include the Borrower’s successors and permitted assigns.

 

“Business Day” means any day that (a) is not a Saturday, Sunday or other day on which the Federal Reserve Bank of New York is closed and (b) is not a day on which commercial banks in Charlotte, North Carolina are closed.

 

“Capitalization Rate” means 7.00%.

 

“Capitalized Lease Obligation” means obligations under a lease that are required to be capitalized for financial reporting purposes in accordance with GAAP. The amount of a Capitalized Lease Obligation

 

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is the capitalized amount of such obligation as would be required to be reflected on a balance sheet of the applicable Person prepared in accordance with GAAP as of the applicable date.

 

“Cash Collateralize” means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Bank or the Lenders, as collateral for Letter of Credit Liabilities or obligations of Lenders to fund participations in respect of Letter of Credit Liabilities, cash or deposit account balances or, if the Administrative Agent and the Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

 

“Cash Equivalents” means: (a) securities issued, guaranteed or insured by the United States of America or any of its agencies with maturities of not more than one year from the date acquired; (b) certificates of deposit with maturities of not more than one year from the date acquired issued by a United States federal or state chartered commercial bank of recognized standing, or a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of any such country, acting through a branch or agency, which bank has capital and unimpaired surplus in excess of $500,000,000.00 and which bank or its holding company has a short‑term commercial paper rating of at least A‑2 or the equivalent by S&P or at least P‑2 or the equivalent by Xxxxx’x; (c) reverse repurchase agreements with terms of not more than 7 days from the date acquired, for securities of the type described in clause (a) above and entered into only with commercial banks having the qualifications described in clause (b) above; (d) commercial paper issued by any Person incorporated under the laws of the United States of America or any State thereof and rated at least A‑2 or the equivalent thereof by S&P or at least P‑2 or the equivalent thereof by Xxxxx’x, in each case with maturities of not more than one year from the date acquired; and (e) investments in money market funds registered under the Investment Company Act of 1940, as amended, which have net assets of at least $500,000,000.00 and at least 85.0% of whose assets consist of securities and other obligations of the type described in clauses (a) through (d) above.

 

“Collateral Account” means a special deposit account maintained by the Administrative Agent and under its sole dominion and control.

 

“Commitment” means, as to each Lender, such Lender’s obligation (a) to make Revolving Loans pursuant to Section 2.1. and (b) to issue (in the case of the Lender then acting as Issuing Bank) or participate in (in the case of the other Lenders) Letters of Credit pursuant to Section 2.3.(a) and 2.3.(i), respectively (but in the case of the Lender acting as the Issuing Bank excluding the aggregate amount of participations in the Letters of Credit held by the other Lenders), collectively, in an amount up to, but not exceeding, the amount set forth for such Lender on Schedule I hereto as such Xxxxxx’s “Commitment Amount” or as set forth in the applicable Assignment and Acceptance Agreement, as the same may be reduced from time to time pursuant to Section 2.13. or increased or reduced as appropriate to reflect any assignments to or by such Lender effected in accordance with Section 12.6.

 

“Commitment Percentage” means, as to each Lender, the ratio, expressed as a percentage, of (a) the amount of such Lender’s Commitment to (b) the aggregate amount of the Commitments of all Lenders hereunder; provided, however, that if at the time of determination the Commitments have terminated or been reduced to zero, the “Commitment Percentage” of each Lender shall be the Commitment Percentage of such Lender in effect immediately prior to such termination or reduction.

 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

 

“Compliance Certificate” has the meaning given that term in Section 8.3.

 

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“Conforming Changes” means, with respect to either the use or administration of an initial Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 4.4. and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Construction Budget” means the fully budgeted costs associated with the acquisition and construction of real property (including, but not limited to, the cost of acquiring such real property) as reasonably determined by the Borrower in good faith.

 

“Continue”, “Continuation” and “Continued” each refers to the continuation of a Term SOFR Loan from one Interest Period to another Interest Period pursuant to Section 2.8.

 

“Convert”, “Conversion” and “Converted” each refers to the conversion of a Loan of one Type into a Loan of another Type pursuant to Section 2.9.

 

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Credit Event” means any of the following: (a) the making (or deemed making) of any Loan, (b) the Conversion of a Loan, (c) the Continuation of a Term SOFR Loan and (d) the issuance of a Letter of Credit.

 

“Credit Rating” means the rating assigned by a Rating Agency to the senior unsecured long term indebtedness of a Person.

 

“Daily Simple SOFR Loan” means any Loan bearing interest at a rate based on Adjusted Daily Simple SOFR (other than pursuant to the Adjusted Daily Simple SOFR component of the definition of “Base Rate”).

 

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar Applicable Laws relating to the relief of debtors in the United States of America or other applicable jurisdictions from time to time in effect.

 

“Default” means any of the events specified in Section 10.1., whether or not there has been satisfied any requirement for the giving of notice, the lapse of time, or both.

 

 

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“Defaulting Lender” means, subject to Section 3.10.(f), any Lender that (a) has failed to (i) fund all or any portion of its Loans within 2 Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Xxxxxx’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Bank or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within 2 Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or the Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Xxxxxx’s obligation to fund a Loan hereunder and states that such position is based on such Xxxxxx’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within 3 Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.10.(f)) upon delivery of written notice of such determination to the Borrower, the Issuing Bank and each Lender.

 

“Derivatives Contract” means any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement. Not in limitation of the foregoing, the term “Derivatives Contract” includes any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or liabilities under any such master agreement.

 

“Derivatives Termination Value” means, in respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Derivatives Contracts, (a) for any date on or after the date such Derivatives Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such

 

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Derivatives Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Derivatives Contracts (which may include the Administrative Agent or any Lender).

 

“Disbursement Instruction Agreement” means an agreement substantially in the form of Exhibit G to be executed and delivered by the Borrower, as the same may be amended, restated or modified from time to time with the prior written approval of the Administrative Agent.

 

“Dollars” or “$” means the lawful currency of the United States of America.

 

“EBITDA” means, with respect to a Person for any period (without duplication): (a) net income (loss) (prior to Preferred Dividends and minority interests) of such Person for such period determined on a consolidated basis, in accordance with GAAP, exclusive of the following (but only to the extent included in determination of such net income (loss)): (i) depreciation and amortization expense and other non-cash charges; (ii) Interest Expense (without giving effect to clause (c) of the definition thereof); (iii) income tax expense or benefit; (iv) asset impairment and restructuring charges; (v) gains and losses from the extinguishment of debt and interest rate xxxxxx, and (vi) extraordinary or non-recurring gains and losses (but excluding lost revenues), including without limitation, gains and losses from the sale of Properties; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates. EBITDA shall be adjusted to remove any impact from straight line rent leveling adjustments required under GAAP and amortization of intangibles pursuant to Statement of the Financial Accounting Standards No. 141 and include any principal component of payments received under Finance Leases.

 

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

 

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

 

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any credit institution or investment firm established in any EEA Member Country.

 

“Effective Date” means the later of (a) the Agreement Date and (b) the date on which all of the conditions precedent set forth in Section 5.1. shall have been fulfilled or waived in writing by the Requisite Lenders.

 

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than a natural person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person)) approved by (i) the Administrative Agent and (ii) unless a Default or Event of Default exists, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries or a Defaulting Lender.

 

“Eligible Mortgage Note Receivable” means a promissory note which satisfies all of the following requirements: (a) such promissory note is owned solely by the Borrower or a Wholly Owned Subsidiary;

 

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(b) such promissory note is secured by a first priority Mortgage; (c) neither such promissory note, nor any interest of the Borrower or such Subsidiary therein, is subject to (i) any Lien other than Permitted Liens of the types described in clauses (a) through (c) of the definition thereof or (ii) any Negative Pledge; (d) the real property subject to such Mortgage is not subject to any other Lien other than Permitted Liens of the types described in clauses (a) through (c) of the definition thereof; (e) the real property subject to such Mortgage is free of all structural defects, environmental conditions or other adverse matters except for defects, conditions or matters individually or collectively which are not material to the profitable operation of such real property; (f) such real property is occupied and is in operation (or will be in operation after the completion of construction (which is otherwise permitted hereunder) with respect to such real property); (g) any required principal, interest or other payment due under such promissory note is not more than 60 days past due; and (h) there exists no default or event of default under such promissory note.

 

“Environmental Laws” means any Applicable Law relating to environmental protection or the manufacture, storage, remediation, disposal or clean‑up of Hazardous Materials including, without limitation, the following: Clean Air Act, 42 U.S.C. § 7401 et seq.; Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; National Environmental Policy Act, 42 U.S.C. § 4321 et seq.; regulations of the Environmental Protection Agency, any applicable rule of common law and any judicial interpretation thereof relating primarily to the environment or Hazardous Materials, and any analogous or comparable state or local laws, regulations or ordinances that concern Hazardous Materials or protection of the environment.

 

“Equity Interest” means, with respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person whether or not certificated, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

 

“Equity Issuance” means any issuance or sale by a Person of any Equity Interest in such Person and shall in any event include the issuance of any Equity Interest upon the conversion or exchange of any security constituting Indebtedness that is convertible or exchangeable, or is being converted or exchanged, for Equity Interests.

 

“ERISA” means the Employee Retirement Income Security Act of 1974, as in effect from time to time.

 

“ERISA Event” means, with respect to the ERISA Group, (a) any “reportable event” as defined in Section 4043 of ERISA with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the withdrawal of a member of the ERISA Group from a Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the incurrence by a member of the ERISA Group of any liability with respect to the withdrawal or partial withdrawal from any Multiemployer Plan; (d) the incurrence by any member of the ERISA Group of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (e) the institution of proceedings to terminate a Plan or Multiemployer Plan by the PBGC; (f) the failure by any member of the ERISA Group to make when due required contributions to a Multiemployer Plan or Plan

 

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unless such failure is cured within 30 days or the filing pursuant to Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard; (g) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan or for the imposition of liability under Section 4069 or 4212(c) of ERISA; (h) the receipt by any member of the ERISA Group of any notice or the receipt by any Multiemployer Plan from any member of the ERISA Group of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of ERISA), in reorganization (within the meaning of Section 4241 of ERISA), or in “critical” status (within the meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA); (i) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any member of the ERISA Group or the imposition of any Lien in favor of the PBGC under Title IV of ERISA; or (j) a determination that a Plan is, or is reasonably expected to be, in “at risk” status (within the meaning of Section 430 of the Internal Revenue Code or Section 303 of ERISA).

 

“ERISA Group” means the Borrower, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control, which, together with the Borrower or any Subsidiary, are treated as a single employer under Section 414 of the Internal Revenue Code.

 

“Erroneous Payment” has the meaning assigned thereto in Section 11.10(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned thereto in Section 11.10(d).

“Erroneous Payment Impacted Class” has the meaning assigned thereto in Section 11.10(d).

“Erroneous Payment Return Deficiency” has the meaning assigned thereto in Section 11.10(d).

“ESG” has the meaning assigned to it in Section 12.7(f).

“ESG Applicable Rate Adjustments” has the meaning assigned to it in Section 12.7(f).

“ESG Pricing Provisions” has the meaning assigned to it in Section 12.7(f).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

 

“Event of Default” means any of the events specified in Section 10.1., provided that any requirement for notice or lapse of time or any other condition has been satisfied.

 

“Excluded Asset” means either a lease by the Borrower or any Subsidiary, as lessor, of a real property asset, or a promissory note held by the Borrower or any Subsidiary which is secured by a Mortgage on real property, in either case where (a) any required base rental payment, or principal or interest payment, as the case may be, is more than 60 days past due or (b) in the case of a lease wherein the tenant is the subject of a Bankruptcy Proceeding, such lease has been rejected in bankruptcy; provided that assets with respect to real property subject to a lease rejected in bankruptcy shall cease to be considered Excluded Assets once such real property has been re-leased to a third-party which is not otherwise subject to clause (a) or (b) above.

 

 

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“Excluded Subsidiary” means any Subsidiary (a) either (i) holding title to assets which are or are to become collateral for any Secured Indebtedness of such Subsidiary which is prohibited from Guarantying the Indebtedness of any other Person pursuant to (x) any document, instrument or agreement evidencing such Secured Indebtedness or (y) a provision of such Subsidiary’s organizational documents which provision was included in such Subsidiary’s organizational documents as a condition to the extension of such Secured Indebtedness or (ii) that is not a Wholly Owned Subsidiary and cannot become a party to the Guaranty without violating terms of its articles of incorporation, operating agreement, partnership agreement, declaration of trust, shareholders agreement, member agreement or other similar organizational document, which terms expressly prohibit such Subsidiary from providing Guarantees of Indebtedness of any other Person and (b) for which none of the Borrower, any Subsidiary (other than another Excluded Subsidiary) or any other Loan Party has Guaranteed any of the Indebtedness of such Subsidiary (except for guarantees of customary exceptions for fraud, misapplication of funds, environmental indemnities and other similar exceptions to non-recourse liability (but not exceptions relating to bankruptcy, insolvency, receivership or other similar events)) or has any direct obligation to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve any specified levels of operating results. A Subsidiary shall remain an Excluded Subsidiary for so long as (A) the above requirements are satisfied and (B) such Subsidiary does not Guarantee any Indebtedness of any Person (other than another Excluded Subsidiary).

 

“Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the liability of such Loan Party for or the Guarantee of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Obligation (or any liability or guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the liability for or the Guarantee of such Loan Party or the grant of such Lien becomes effective with respect to such Swap Obligation (such determination being made after giving effect to any applicable keepwell, support or other agreement for the benefit of the applicable Loan Party, including under Section 31 of the Guaranty). If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or Lien is or becomes illegal for the reasons identified in the immediately preceding sentence of this definition.

 

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to an Applicable Law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 4.5.) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.10., amounts with respect to such Taxes were payable either to such Xxxxxx’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.10. (g) and (d) any U.S. federal withholding Taxes imposed under XXXXX.

 

“Existing Credit Agreement” has the meaning given in the recitals hereto.

 

 

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“Existing Letters of Credit” means each of the letters of credit issued by the Issuing Banks under the Existing Credit Agreement and described on Schedule 1.1(A).

 

“Facility Fee” means the percentage set forth in the table below corresponding to the Level at which the “Applicable Margin” is determined in accordance with the definition thereof:

 

Level

Facility Fee

1

0.125%

2

0.150%

3

0.200%

4

0.250%

5

0.300%


Any change in the applicable Level at which the Applicable Margin is determined shall result in a corresponding and simultaneous change in the Facility Fee.

 

“Fair Market Value” means, with respect to (a) a security listed on a national securities exchange or the NASDAQ National Market, the price of such security as reported on such exchange by any widely recognized reporting method customarily relied upon by financial institutions and (b) with respect to any other property, the price which could be negotiated in an arm's-length free market transaction, for cash, between a willing seller and a willing buyer, neither of which is under pressure or compulsion to complete the transaction.

 

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

 

“FCA” has the meaning assigned thereto in Section 1.4.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent. If the Federal Funds Rate determined as provided above would be less than zero, the Federal Funds Rate shall be deemed to be zero.

 

“Fee Letter” means, collectively, (a) that certain fee letter dated as of February 28, 2024, by and among the Borrower, the Administrative Agent and the other parties thereto, and (b) those certain other fee letters between the Borrower and the other Joint Lead Arrangers executed and delivered in connection herewith.

 

“Fees” means the fees and commissions provided for or referred to in Section 3.6. and any other fees payable by the Borrower hereunder, under any other Loan Document or under the Fee Letter.

 

“Finance Lease” means a lease of a real property asset which would be categorized as a capital lease under GAAP.

 

“Fitch” means Fitch, Inc. and its successors.

 

 

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“Fixed Charges” means, for any period, the sum of (a) Interest Expense for such period, (b) all regularly scheduled principal payments made with respect to Indebtedness of the Borrower and its Subsidiaries during such period, other than any balloon, bullet or similar principal payment which repays such Indebtedness in full, and (c) all Preferred Dividends paid during such period. The Borrower’s pro rata share of the Fixed Charges of Unconsolidated Affiliates of the Borrower shall be included in determinations of Fixed Charges.

 

“Floor” means a rate of interest equal to 0.00%.

 

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

 

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

 

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the Issuing Bank, such Defaulting Lender’s Commitment Percentage of the outstanding Letter of Credit Liabilities other than Letter of Credit Liabilities as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof,.

 

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (including Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification”) or in such other statements by such other entity as may be approved by a significant segment of the accounting profession in the United States of America, which are applicable to the circumstances as of the date of determination.

 

“Governmental Approvals” means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

 

“Governmental Authority” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi‑governmental, judicial, administrative, public or statutory instrumentality, authority, body, agency, bureau, commission, board, department or other entity (including, without limitation, the Federal Deposit Insurance Corporation, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority) or any arbitrator with authority to bind a party at law.

 

“Gross Lease Revenues” means, for a given period, the aggregate gross revenue and tenant reimbursements of the Borrower and its Subsidiaries from leases of real property assets, (a) excluding with respect to such leases that are not Finance Leases, straight line rent adjustments (reported in the consolidated financial statements of the Borrower and its Subsidiaries for purposes of GAAP) in respect of such leases for such period, and (b) including the principal component of all payments actually received in respect of Finance Leases during such period. The Borrower’s pro rata share of the aggregate gross revenue from leases of real property assets of any Unconsolidated Affiliate of the Borrower shall be included.

 

 

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“Guaranteed Obligations” means, collectively, (a) the Obligations and (b) all existing or future payment and other obligations owing by any Loan Party under any Specified Derivatives Contract (other than any Excluded Swap Obligation).

 

“Guarantor” means any Person that is a party to the Guaranty as a “Guarantor”.

 

“Guaranty”, “Guaranteed”, “Guarantying” or to “Guarantee” as applied to any obligation means and includes: (a) a guaranty (other than by endorsement of negotiable instruments for collection in the ordinary course of business), directly or indirectly, in any manner, of any part or all of such obligation, or (b) an agreement, direct or indirect, contingent or otherwise, and whether or not constituting a guaranty, the practical effect of which is to assure the payment or performance (or payment of damages in the event of nonperformance) of any part or all of such obligation whether by: (i) the purchase of securities or obligations, (ii) the purchase, sale or lease (as lessee or lessor) of property or the purchase or sale of services primarily for the purpose of enabling the obligor with respect to such obligation to make any payment or performance (or payment of damages in the event of nonperformance) of or on account of any part or all of such obligation, or to assure the owner of such obligation against loss, (iii) the supplying of funds to or in any other manner investing in the obligor with respect to such obligation, (iv) repayment of amounts drawn down by beneficiaries of letters of credit (including Letters of Credit), or (v) the supplying of funds to or investing in a Person on account of all or any part of such Person’s obligation under a Guaranty of any obligation or indemnifying or holding harmless, in any way, such Person against any part or all of such obligation. As the context requires, “Guaranty” shall also mean the Guaranty to which the Guarantors are parties substantially in the form of Exhibit B.

 

“Hazardous Materials” means all or any of the following: (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable Environmental Laws as “hazardous substances”, “hazardous materials”, “hazardous wastes”, “toxic substances” or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, “TCLP” toxicity, or “EP toxicity”; (b) oil, petroleum or petroleum derived substances, natural gas, natural gas liquids or synthetic gas and drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (c) any flammable substances or explosives or any radioactive materials; (d) asbestos in any form; (e) toxic mold; and (f) electrical equipment which contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty parts per million.

 

“IBA” has the meaning assigned thereto in Section 1.4.

“Indebtedness” means, with respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all obligations of such Person in respect of money borrowed; (b) all obligations of such Person, whether or not for money borrowed (i) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or services rendered; (c) Capitalized Lease Obligations of such Person; (d) all reimbursement obligations of such Person under or in respect of any letters of credit or acceptances (whether or not the same have been presented for payment); (e) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Mandatorily Redeemable Stock issued by such Person or any other Person, valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (f) all obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement (excluding any such obligation to the extent the obligation can be satisfied by the issuance of Equity Interests (other than Mandatorily

 

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Redeemable Stock)); (g) net obligations under any Derivatives Contract not entered into as a hedge against existing Indebtedness, in an amount equal to the Derivatives Termination Value thereof; (h) all Indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities and other similar exceptions to non-recourse liability (but not exceptions relating to bankruptcy, insolvency, receivership or other similar events)); (i) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; and (j) such Person’s pro rata share of the Indebtedness of any Unconsolidated Affiliate of such Person. Indebtedness of any Person shall include Indebtedness of any partnership or joint venture in which such Person is a general partner or joint venturer to the extent of such Person’s pro rata share of the ownership of such partnership or joint venture (except if such Indebtedness, or portion thereof, is recourse to such Person, in which case the greater of such Person’s pro rata portion of such Indebtedness or the amount of the recourse portion of the Indebtedness, shall be included as Indebtedness of such Person). All Loans and Letter of Credit Liabilities shall constitute Indebtedness of the Borrower.

 

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document and (b) to the extent not otherwise described in the immediately preceding clause (a), Other Taxes.

 

“Intellectual Property” has the meaning given that term in Section 6.1.(s).

 

“Interest Expense” means, for any period, without duplication, (a) total interest expense of the Borrower and its Subsidiaries, including capitalized interest not funded under a construction loan interest reserve account, determined on a consolidated basis in accordance with GAAP for such period, plus (b) the Borrower’s pro rata share of Interest Expense of Unconsolidated Affiliates for such period less (c) non-cash interest expense from convertible debt pursuant to Financial Accounting Standards Board Staff Position No. APB 14-1.

 

“Interest Period” means, as to any Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or Converted to or Continued as a Term SOFR Loan and ending on the date one (1), three (3) or six (6) months thereafter, in each case as selected by the Borrower in its Notice of Borrowing, Notice of Conversion or Notice of Continuation and subject to availability; provided that:

(a) the Interest Period shall commence on the date of advance of or Conversion to any Term SOFR Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires;

(b) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day;

(c) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period;

(d) no Interest Period shall extend beyond the Termination Date; and

 

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(e) no tenor that has been removed from this definition pursuant to Section 4.2.(b)(iv) shall be available for specification in any Notice of Borrowing, Notice of Conversion or Notice of Continuation.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

 

“Investment” means, with respect to any Person, any acquisition or investment (whether or not of a controlling interest) by such Person, by means of any of the following: (a) the purchase or other acquisition of any Equity Interest in another Person, (b) a loan, advance or extension of credit to, capital contribution to, Guaranty of Indebtedness of, or purchase or other acquisition of any Indebtedness of, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute the business or a division or operating unit of another Person. Any binding commitment to make an Investment in any other Person, as well as any option of another Person to require an Investment in such Person, shall constitute an Investment. Except as expressly provided otherwise, for purposes of determining compliance with any covenant contained in a Loan Document, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

 

“Issuing Bank” means each of (a) Xxxxx Fargo and Bank of America, N.A. and (b) any other Lender that becomes an Issuing Bank in accordance with Section 2.3.(l) following the Effective Date, in each case, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder and, in the case of this clause (b), subject to such Xxxxxx’s acceptance of such appointment. Any reference to “Issuing Bank” herein shall be to the applicable Issuing Bank or all Issuing Banks, as the context may require.

 

“Issuing Bank Commitment” means, with respect to an Issuing Bank, the aggregate Stated Amount of Letters of Credit that such Issuing Bank has agreed, in writing, to provide subject to the terms and conditions set forth in this Agreement. As of the Effective Date the amount of the Issuing Bank Commitment of each of Xxxxx Fargo and Bank of America, N.A. is $5,000,000.

 

“KPI Metrics” has the meaning assigned to it in Section 12.7(f).

 

“L/C Commitment Amount” equals $10,000,000.

 

“Lender” means each financial institution from time to time party hereto as a “Lender”, together with its respective successors and permitted assigns; provided, however, that the term “Lender” shall not include any Lender (or its Affiliates) in its capacity as a Specified Derivatives Provider.

 

“Lending Office” means, for each Lender and for each Type of Loan, the office of such Lender specified in such Lender’s Administrative Questionnaire or in the applicable Assignment and Assumption Agreement, or such other office of such Lender as such Lender may notify the Administrative Agent in writing from time to time.

 

“Letter of Credit” has the meaning given that term in Section 2.3.(a).

 

“Letter of Credit Documents” means, with respect to any Letter of Credit, collectively, any application therefor, any certificate or other document presented in connection with a drawing under such Letter of Credit and any other agreement, instrument or other document governing or providing for (a) the rights and obligations of the parties concerned or at risk with respect to such Letter of Credit or (b) any collateral security for any of such obligations.

 

 

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“Letter of Credit Liabilities” means, without duplication, at any time and in respect of any Letter of Credit, the sum of (a) the Stated Amount of such Letter of Credit plus (b) the aggregate unpaid principal amount of all Reimbursement Obligations of the Borrower at such time due and payable in respect of all drawings made under such Letter of Credit. For purposes of this Agreement, a Lender (other than the Lender then acting as Issuing Bank) shall be deemed to hold a Letter of Credit Liability in an amount equal to its participation interest under Section 2.3. in the related Letter of Credit, and the Lender then acting as the Issuing Bank shall be deemed to hold a Letter of Credit Liability in an amount equal to its retained interest in the related Letter of Credit after giving effect to the acquisition by the Lenders (other than the Lender then acting as the Issuing Bank) of their participation interests under such Section.

 

“Level” has the meaning given that term in the definition of the term “Applicable Margin.”

 

“Lien” as applied to the property of any Person means: (a) any security interest, encumbrance, mortgage, deed to secure debt, deed of trust, assignment of leases or rents, pledge, lien, hypothecation, assignment, charge or lease constituting a Capitalized Lease Obligation, conditional sale or other title retention agreement, or other security title or encumbrance of any kind in respect of any property of such Person, or upon the income, rents or profits therefrom; (b) any arrangement, express or implied, under which any property of such Person is transferred, sequestered or otherwise identified for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person; (c) the filing of any financing statement under the Uniform Commercial Code or its equivalent in any jurisdiction; and (d) any agreement by such Person to grant, give or otherwise convey any of the foregoing.

 

“Loan” means a Revolving Loan.

 

“Loan Document” means this Agreement, each Note, each Letter of Credit Document, the Guaranty and each other document or instrument now or hereafter executed and delivered by a Loan Party in connection with, pursuant to or relating to this Agreement (other than the Fee Letter and any Specified Derivatives Contract).

 

“Loan Party” means each of the Borrower, any Guarantor and each other Person who guarantees all or a portion of the Obligations and/or who pledges any collateral security to secure all or a portion of the Obligations. Schedule 1.1.(B) sets forth the Loan Parties in addition to the Borrower as of the Agreement Date.

 

“Mandatorily Redeemable Stock” means, with respect to any Person, any Equity Interest of such Person which by the terms of such Equity Interest (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than an Equity Interest to the extent redeemable in exchange for common stock or other equivalent common Equity Interests), (b) is convertible into or exchangeable or exercisable for Indebtedness or Mandatorily Redeemable Stock, or (c) is redeemable at the option of the holder thereof, in whole or part (other than an Equity Interest which is redeemable solely in exchange for common stock or other equivalent common Equity Interests), in each case on or prior to the date on which all Loans are scheduled to be due and payable in full.

 

“Material Acquisition” means any acquisition (whether by direct purchase, merger or otherwise and whether in one or more related transactions) by the Borrower or any Subsidiary in which the purchase price of the assets acquired exceeds 10.0% of Total Asset Value as of the last day of the most recently ending fiscal quarter of the Borrower for which financial statements are publicly available.

 

 

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“Material Adverse Effect” means a materially adverse effect on (a) the business, assets, liabilities, condition (financial or otherwise), results of operations or business prospects of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower or any other Loan Party to perform its obligations under any Loan Document to which it is a party, (c) the validity or enforceability of any of the Loan Documents, (d) the rights and remedies of the Lenders, the Issuing Bank and the Administrative Agent under any of the Loan Documents or (e) the timely payment of the principal of or interest on the Loans or other amounts payable in connection therewith or the timely payment of all Reimbursement Obligations.

 

“Material Debt” has the meaning given that term in Section 10.1.(e)(i).

 

“Material Plan” means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of $1,000,000.

 

“Material Subsidiary” means any Subsidiary to which $25,000,000 or more of Real Property Value is attributable on an individual basis.

 

“Mezzanine Investment” means (a) a promissory note secured by a second Mortgage of which the Borrower, a Guarantor or one of their respective Subsidiaries is the holder and retains the rights of collection of all payments thereunder or (b) a promissory note of which the Borrower, a Guarantor or one of their respective Subsidiaries is the holder and retains the rights of collection of all payments thereunder which promissory note is secured by a pledge of Equity Interests in a Person that owns a parcel (or group of related parcels) of real property subject to a Mortgage.

 

“Moody’s” means Xxxxx’x Investors Service, Inc. and its successors.

 

“Mortgage” means a mortgage, deed of trust, deed to secure debt or similar security instrument made by a Person owning an interest in real property granting a Lien on such interest in real property as security for the payment of Indebtedness of such Person or another Person.

 

“Mortgage Receivable” means a promissory note secured by a first Mortgage of which the Borrower, a Guarantor or one of their respective Subsidiaries is the holder and retains the rights of collection of all payments thereunder.

 

“Multiemployer Plan” means at any time a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding six plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such six year period.

 

“Negative Pledge” means, with respect to a given asset, any provision of a document, instrument or agreement (other than any Loan Document or Specified Derivatives Contract) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for Indebtedness of the Person owning such asset or any other Person; provided, however, that an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge for purposes of this Agreement.

 

“Net Operating Income” or “NOI” means, for any Property and for a given period, the sum of the following (without duplication and determined on a consistent basis with prior periods): (a) Gross Lease Revenues and other revenues received in the ordinary course from such Property (including proceeds of rent loss insurance but excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ obligations for rent) minus (b) all expenses paid (excluding interest but

 

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including an appropriate accrual for taxes and insurance) related to the ownership, operation or maintenance of such Property, including but not limited to taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Property, but specifically excluding general overhead expenses of the Borrower or any Subsidiary and any property management fees) minus (c) the greater of (i) the actual property management fee paid during such period and (ii) an imputed management fee in the amount of one percent (1.0%) of the gross revenues for such Property for such period.

 

“Net Proceeds” means with respect to any Equity Issuance by a Person, the aggregate amount of all cash and the Fair Market Value of all other property (other than securities of such Person being converted or exchanged in connection with such Equity Issuance) received by such Person in respect of such Equity Issuance net of investment banking fees, legal fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred by such Person in connection with such Equity Issuance.

 

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

 

“Nonrecourse Indebtedness” means, with respect to a Person, Indebtedness for borrowed money in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, and other similar customary exceptions to nonrecourse liability (but not exceptions relating to bankruptcy, insolvency, receivership or other similar events)) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness.

 

“Note” means a Revolving Note.

 

“Notice of Borrowing” means a notice substantially in the form of Exhibit C (or such other form reasonably acceptable to the Administrative Agent and containing the information required in such Exhibit) to be delivered to the Administrative Agent pursuant to Section 2.1.(b) evidencing the Borrower’s request for a borrowing of Revolving Loans.

 

“Notice of Continuation” means a notice substantially in the form of Exhibit D (or such other form reasonably acceptable to the Administrative Agent and containing the information required in such Exhibit) to be delivered to the Administrative Agent pursuant to Section 2.8. evidencing the Borrower’s request for the Continuation of a Term SOFR Loan.

 

“Notice of Conversion” means a notice substantially in the form of Exhibit E (or such other form reasonably acceptable to the Administrative Agent and containing the information required in such Exhibit) to be delivered to the Administrative Agent pursuant to Section 2.9. evidencing the Borrower’s request for the Conversion of a Loan from one Type to another Type.

 

“Obligations” means, individually and collectively: (a) the aggregate principal balance of, and all accrued and unpaid interest on, all Loans; (b) all Reimbursement Obligations and all other Letter of Credit Liabilities; and (c) all other indebtedness, liabilities, obligations, covenants and duties of the Borrower or any of the other Loan Parties owing to the Administrative Agent, the Issuing Bank or any Lender of every kind, nature and description, under or in respect of this Agreement or any of the other Loan Documents, including, without limitation, the Fees and indemnification obligations, whether direct or indirect, absolute or contingent, due or not due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any promissory note. For the avoidance of doubt, “Obligations” shall not include Specified Derivatives Obligations.

 

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“OFAC” means U.S. Department of the Treasury’s Office of Foreign Assets Control and any successor Governmental Authority.

 

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 4.5.).

 

“Participant” has the meaning given that term in Section 12.6.(b).

 

“Payment Recipient” has the meaning given that term in Section 11.10.

 

“PBGC” means the Pension Benefit Guaranty Corporation and any successor agency.

 

“Permitted Liens” means, as to any Person, (a) Liens securing taxes, assessments and other charges or levies imposed by any Governmental Authority (excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental Laws) or the claims of materialmen, mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, which are not at the time required to be paid or discharged under the applicable provisions of Section 7.5.; (b) Liens consisting of deposits or pledges made, in the ordinary course of business, in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar Applicable Laws; (c) Liens consisting of encumbrances in the nature of zoning restrictions, easements, and rights or restrictions of record on the use of real property, which do not materially detract from the value of such property or impair the intended use thereof in the business of such Person; (d) the rights of tenants under leases or subleases not interfering with the ordinary conduct of business of such Person; (e) Liens, if any, in favor of the Administrative Agent for its benefit and the benefit of the Lenders; (f) Liens in favor of the Borrower or a Wholly Owned Subsidiary securing obligations owing by a Subsidiary to the Borrower or a Wholly Owned Subsidiary; and (g) Liens in existence as of the Agreement Date and disclosed on Part II of Schedule 6.1.(f).

 

“Person” means any natural person, corporation, limited partnership, general partnership, joint stock company, limited liability company, limited liability partnership, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, or any other nongovernmental entity, or any Governmental Authority.

 

“Plan” means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (a) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (b) has at any time within the preceding six years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group.

 

 

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“Post-Default Rate” means, in respect of any principal of any Loan or any other Obligation that is not paid when due (whether at stated maturity, by acceleration, by optional or mandatory prepayment or otherwise), a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin plus four percent (4.0%).

 

“Preferred Dividends” means, for any period and without duplication, all Restricted Payments paid during such period on Preferred Equity Interests issued by the Borrower or a Subsidiary. Preferred Dividends shall not include dividends or distributions (a) paid or payable solely in Equity Interests (other than Mandatorily Redeemable Stock) payable to holders of such class of Equity Interests, (b) paid or payable to the Borrower or a Subsidiary, or (c) constituting or resulting in the redemption of Preferred Equity Interests, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.

 

“Preferred Equity Interests” means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in, such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

 

“Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by the Lender then acting as the Administrative Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the Lender acting as Administrative Agent as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

 

“Principal Office” means the office of the Administrative Agent located at 000 Xxxxx 0xx Xx., 00xx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, or such other office of the Administrative Agent as the Administrative Agent may designate from time to time.

 

“Property” means any parcel of real property (together with all improvements thereon) owned or leased (in whole or in part) or operated by the Borrower, any Subsidiary or any Unconsolidated Affiliate of the Borrower and which is located in a state of the United States of America, the District of Columbia, Puerto Rico or Canada.

 

“Qualified Plan” shall mean a Benefit Arrangement that is intended to be tax-qualified under Section 401(a) of the Internal Revenue Code.

 

“Rating Agency” means S&P, Xxxxx’x or Fitch.

 

“Real Property Value” means (i) with respect to Properties owned by the Borrower or any of its Subsidiaries for the entire four consecutive fiscal quarter period most recently ended, Net Operating Income for all such Properties for such period divided by the applicable Capitalization Rate and (ii) with respect to Properties (other than Properties that are developed but that are unleased and vacant, and undeveloped land) acquired during the four fiscal quarter period most recently ended, the purchase price paid by the Borrower or any Subsidiary (less any amounts paid to the Borrower or such Subsidiary as a purchase price adjustment, held in escrow, retained as a contingency reserve, or in connection with other similar arrangements) for such Property.

 

“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

 

“Register” has the meaning given that term in Section 12.6.(d).

 

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“Regulatory Change” means, with respect to any Lender, any change effective after the Agreement Date in Applicable Law (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the adoption or making after such date of any interpretation, directive or request applying to a class of banks, including such Lender, of or under any Applicable Law (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) by any Governmental Authority or monetary authority charged with the interpretation or administration thereof or compliance by any Lender with any request or directive regarding capital adequacy. Notwithstanding anything herein to the contrary, (a) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (b) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted or issued.

 

“Reimbursement Obligation” means the absolute, unconditional and irrevocable obligation of the Borrower to reimburse the Issuing Bank for any drawing honored by the Issuing Bank under a Letter of Credit.

 

“REIT” means a Person qualifying for treatment as a “real estate investment trust” under the Internal Revenue Code.

 

“Relevant Governmental Body” means the FRB or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the FRB or the Federal Reserve Bank of New York, or any successor thereto.

“Requisite Lenders” means, as of any date, Lenders having more than 50% of the aggregate amount of the Commitments, or, if the Commitments have been terminated or reduced to zero, Lenders holding more than 50% of the aggregate principal amount of the outstanding Revolving Loans and Letter of Credit Liabilities; provided that (i) in determining such percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded, and (ii) at all times when two or more Lenders are party to this Agreement, the term “Requisite Lenders” shall in no event mean less than two Lenders unless only two Lenders are party to this Agreement and one of such Lenders is a Defaulting Lender. For purposes of this definition, a Lender shall be deemed to hold a Letter of Credit Liability to the extent such Lender has acquired a participation therein under the terms of this Agreement and has not failed to perform its obligations in respect of such participation.

 

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

 

“Restricted Payment” means (a) any dividend or other distribution, direct or indirect, on account of any Equity Interest of the Borrower or any Subsidiary now or hereafter outstanding, except a dividend payable solely in Equity Interests of identical class to the holders of that class; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interest of the Borrower or any Subsidiary now or hereafter outstanding; and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of the Borrower or any Subsidiary now or hereafter outstanding.

 

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Xxxxxx’s participation in Letter of Credit Liabilities at such time.

 

 

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“Revolving Loan” means a loan made by a Lender to the Borrower pursuant to Section 2.1.(a).

 

“Revolving Note” has the meaning given that term in Section 2.10.(a).

 

“S&P” means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business, and its successors.

 

“Sanctioned Country” means at any time, a country, region or territory which is itself (or whose government is) the subject or target of any Sanctions (including, as of the Effective Date, Cuba, Iran, North Korea, Syria, the Crimea, Zaporizhzhia and Kherson Regions of Ukraine and the so-called Donetsk People’s Republic or Luhansk People’s Republic regions of Ukraine).

 

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including OFAC’s Specially Designated Nationals and Blocked Persons List and OFAC’s Consolidated Non-SDN List), the U.S. Department of State, the United Nations Security Council, the European Union, any European member state, His Majesty’s Treasury, or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by, or acting or purporting to act for or on behalf of, directly or indirectly, any such Person or Persons described in clauses (a) and (b), including a Person that is deemed by OFAC to be a Sanctions target based on the ownership of such legal entity by Sanctioned Person(s) or (d) any Person otherwise a target of Sanctions, including vessels and aircraft, that are designated under any Sanctions program.

 

“Sanctions” means any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and restrictions and anti-terrorism laws, including but not limited to those imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, any European member state, His Majesty’s Treasury, or other relevant sanctions authority in any jurisdiction in which (a) the Borrower or any of its Subsidiaries or Affiliates is located or conducts business, (b) in which any of the proceeds of the Loans will be used, or (c) from which repayment of the Loans will be derived.

 

“Secured Indebtedness” means, with respect to any Person, as of any given date, the aggregate principal amount of all Indebtedness of such Person outstanding at such date that is secured in any manner by any Lien on any property and in the case of the Borrower, shall include (without duplication) the Borrower’s pro rata share of the Secured Indebtedness of its Unconsolidated Affiliates.

 

“Securities Act” means the Securities Act of 1933, as amended from time to time, together with all rules and regulations issued thereunder.

 

“Securitization Investment” means an investment in residual interests in securitized pools of promissory notes, mortgage loans, chattel paper, leases or similar financial assets owned by the Borrower, its Subsidiaries, or any other Loan Party as of June 30, 2014.

 

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

 

“SOFR Adjustment” means a percentage equal to 0.10% per annum.

 

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

 

 

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“SOFR Loan” means any Daily Simple SOFR Loan or Term SOFR Loan.

 

“Solvent” means, when used with respect to any Person, that (a) the fair value and the fair salable value of its assets (excluding any Indebtedness due from any affiliate of such Person) are each in excess of the fair valuation of its total liabilities (including all contingent liabilities computed at the amount which, in light of all the fact and circumstances existing at such time, represents the amount that could reasonably be expected to become an actual and matured liability); (b) such Person is able to pay its debts or other obligations in the ordinary course as they mature; and (c) such Person has capital not unreasonably small to carry on its business and all business in which it proposes to be engaged.

 

“Specified Derivatives Contract” means any Derivatives Contract that is made or entered into at any time, or in effect at any time now or hereafter, whether as a result of an assignment or transfer or otherwise, between the Borrower or any Subsidiary of the Borrower and an Specified Derivatives Provider.

 

“Specified Derivatives Obligations” means all indebtedness, liabilities, obligations, covenants and duties of the Borrower or its Subsidiaries under or in respect of any Specified Derivatives Contract, whether direct or indirect, absolute or contingent, due or not due, liquidated or unliquidated, and whether or not evidenced by any written confirmation.

 

“Specified Derivatives Provider” means any Lender, or any Affiliate of a Lender that is a party to a Derivatives Contract at the time the Derivatives Contract is entered into.

 

“SPTs” has the meaning assigned to it in Section 12.7(f).

 

“Stated Amount” means the amount available to be drawn by a beneficiary under a Letter of Credit from time to time, as such amount may be increased or reduced from time to time in accordance with the terms of such Letter of Credit.

 

“Subsidiary” means, for any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the Equity Interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other individuals performing similar functions of such corporation, partnership, limited liability company or other entity (without regard to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all Persons the accounts of which are consolidated with those of such Person pursuant to GAAP.

 

“Sustainability Adjustment Limitations” has the meaning assigned to it in Section 12.7(f).

 

“Sustainability Linked Loan Principles”: the Sustainability Linked Loan Principles (as published in February, 2023 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) or such other principles and metrics mutually agreed to by the Borrower and the Sustainability Structuring Agent (each acting reasonably).

 

“Sustainability Structuring Agent” means Xxxxx Fargo Securities, LLC as sustainability structuring agent under this agreement, or any successor Sustainability Structuring Agent.

 

“Swap Obligation” means, with respect to the Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

 

 

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“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

 

“Term SOFR” means, for any calculation, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (Eastern time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

 

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

 

“Term SOFR Loan” means any Loan bearing interest at a rate based on Adjusted Term SOFR.

 

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

 

“Termination Date” means April 16, 2028, or such later date to which the Termination Date may be extended pursuant to Section 2.11

 

“Titled Agents” means each of the Joint Lead Arrangers, Joint Bookrunners, the Syndication Agent, each of the Documentation Agents and the Sustainability Structuring Agent and their respective successors and permitted assigns.

 

“Total Asset Value” means (without duplication): (a) Real Property Value plus (b) 50.0% of the undepreciated cost of Properties that are developed but that are unleased and vacant plus (c) the book value of construction and undeveloped land plus (d) unrestricted cash and cash equivalents plus (e) book value of Mortgage Receivables plus (f) book value of notes and accounts receivables. Borrower’s pro rata share of assets held by Unconsolidated Affiliates will be included in Total Asset Value calculations consistent with the above described treatment for wholly owned assets. Notwithstanding the foregoing, for purposes of determining Total Asset Value (i) to the extent that the amount of Total Asset Value attributable to Unconsolidated Affiliates would exceed 15.0% of the Total Asset Value, such excess shall be excluded, (ii) to the extent that the amount of Total Asset Value attributable to (A) Mezzanine Investments, Securitization Investments and Mortgage Receivables (including without limitation, Eligible Mortgage Notes Receivable) would exceed 10.0% of the Total Asset Value and/or (B) Mezzanine Investments and Securitization Investments would exceed 5.0% of the Total Asset Value, such excess shall be excluded, (iii) to the extent that the amount of Total Asset Value attributable to the book value of (A) Unimproved Land and the aggregate Construction Budget for all Real Property would exceed 10.0% of the Total Asset Value and/or (B) Unimproved Land would exceed 5.0% of the Total Asset Value, such excess shall be excluded, (iv) to the extent that the amount of Total Asset Value attributable to Investments in Equity Interest of any Person (other than their respective Subsidiaries and Unconsolidated Affiliates) exceeds 5.0% of the Total Asset Value, such excess shall be excluded and (v) to the extent that the amount of Total Asset Value attributable to Investments of the type described in clauses (ii), (iii) and (iv) would collectively exceed 20.0% of Total Asset Value, such excess will be excluded.

 

 

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“Total Liabilities” means, all GAAP liabilities including recourse and non-recourse mortgage Indebtedness, letters of credit, purchase obligations, repurchase obligations, forward commitments (including, but not limited to, forward equity commitments and commitments to purchase properties), unsecured Indebtedness, accounts payable, accrued expenses, Capitalized Lease Obligations (including ground leases to the extent required under GAAP to be reported as a liability), Guarantees of Indebtedness, subordinated debt, and unfunded obligations. Total Liabilities will include (without redundancy): (a) 100% of the recourse liability of the Borrower and its Subsidiaries under (i) Guarantees of Indebtedness or (ii) loans where the Borrower or a Subsidiary is liable for Indebtedness as a general partner or otherwise and (b) the pro rata share of the Borrower or any of its Subsidiaries of Nonrecourse Indebtedness in Unconsolidated Affiliates or Indebtedness that is not recourse to the Borrower and its other Subsidiaries. The calculation of Total Liabilities shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under Financial Accounting Standards Board ASC 000-00-00 (formerly known as Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other Financial Accounting Standards Board standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities that is included in the calculation of Total Liabilities shall be the historical cost basis.

 

“Type” with respect to any Revolving Loan, refers to whether such Loan is a Term SOFR Loan, a Daily Simple SOFR Loan or a Base Rate Loan.

 

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain Affiliates of such credit institutions or investment firms.

 

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

 

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unconsolidated Affiliate” means, with respect to any Person, any other Person in whom such Person holds an Investment, which Investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person.

 

“Unencumbered Asset Value” means the sum (without duplication) of (a) the Real Property Value attributable to Unencumbered Assets which are not Excluded Assets; plus (b) aggregate book value of all Eligible Mortgage Notes Receivable; plus (c) all of the cash and cash equivalents (excluding tenant deposits and other cash and cash equivalents the disposition of which is restricted in any way) of the Borrower and its Wholly Owned Subsidiaries; provided, however, that if the aggregate value of such cash and cash equivalents would exceed 10.0% of Unencumbered Asset Value, the value of such cash and cash equivalents in excess of 10.0% of Unencumbered Asset Value shall be excluded in the determination of Unencumbered Asset Value hereunder; plus (d) 50.0% of the book value of all Unencumbered Assets which are vacant but which have not been vacant for more than 12 months; all as determined in accordance with GAAP. If the aggregate value of the items described in the preceding clauses (b), (c) and (d) above exceeds 10.0% of Unencumbered Asset Value, the value in excess of 10.0% of Unencumbered Asset Value shall be excluded in the determination of Unencumbered Asset Value.

 

 

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“Unencumbered Assets” means, collectively, each Property of the Borrower or any Wholly Owned Subsidiary that meets the following criteria: (a) such Property is fully developed as a retail property; (b) the Property is domestic and owned entirely by the Borrower and/or a Wholly Owned Subsidiary; (c) neither such Property, nor any interest of the Borrower or any Subsidiary therein, is subject to any Lien (other than Permitted Liens of the types described in clauses (a) through (d) and clause (f) of the definition thereof) or a Negative Pledge; (d) if such Property is owned by a Wholly Owned Subsidiary (i) none of the Borrower’s direct or indirect ownership interest in such Subsidiary is subject to any Lien (other than Permitted Liens described in clauses (a) through (c) of the definition thereof) or to a Negative Pledge; and (ii) the Borrower directly, or indirectly through a Subsidiary, has the right to take the following actions without the need to obtain the consent of any Person: (x) to sell, transfer or otherwise dispose of such Property and (y) to create a Lien on such Property as security for Indebtedness of the Borrower or such Subsidiary, as applicable; and (e) such Property is free of all structural defects or major architectural deficiencies, title defects, environmental conditions or other adverse matters except for defects, deficiencies, conditions or other matters individually or collectively which are not material to the profitable operation of such Property.

 

“Unencumbered NOI” means the NOI attributable to Unencumbered Assets.

 

“Unfunded Liabilities” means, with respect to any Plan at any time, the amount (if any) by which (a) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (b) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA.

 

“Unimproved Land” means raw land on which no development (other than improvements that are not material and are temporary in nature) has occurred and for which no development is scheduled in the following 12 months.

 

“Unsecured Indebtedness” means Indebtedness that is not Secured Indebtedness; provided, however, that any Indebtedness that is secured by a pledge of only Equity Interests shall be deemed to be Unsecured Indebtedness.

 

“Unsecured Interest Expense” means, for a given period, all Interest Expense of the Borrower and its Subsidiaries attributable to Unsecured Indebtedness of the Borrower and its Subsidiaries for such period.

 

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities; provided, that for purposes of notice requirements in Sections 2.1.(b), 2.7.(a), 2.8. and 2.9., in each case, such day is also a Business Day.

 

“Xxxxx Fargo” means Xxxxx Fargo Bank, National Association, and its successors and assigns.

 

“Wholly Owned Subsidiary” means any Subsidiary of a Person in respect of which all of the Equity Interests (other than, in the case of a corporation, directors’ qualifying shares) are at the time directly or indirectly owned or controlled by such Person or one or more other Subsidiaries of such Person or by such Person and one or more other Subsidiaries of such Person.

 

 

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“Withdrawal Liability” shall mean any liability as a result of a complete or partial withdrawal from a Multiemployer Plan as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

 

“Withholding Agent” means (a) the Borrower, (b) any other Loan Party and (c) the Administrative Agent, as applicable.

 

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of such Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

 

Section 1.2. General; References to Pacific Time.

Unless otherwise indicated, all accounting terms, ratios and measurements shall be interpreted or determined in accordance with GAAP as in effect on the Agreement Date and consistently applied; provided that, if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Requisite Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Requisite Lenders); provided further that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the preceding sentence, (i) the calculation of liabilities shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities and (ii) all accounting terms, ratios and calculations shall be determined without giving effect to Accounting Standards Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations) to the extent any lease (or similar arrangement conveying the right to use) would be required to be treated as a capital lease thereunder where such lease (or similar arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of the Accounting Standards Codification 842, provided that the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents reasonably requested by the Administrative Agent and the Lenders setting forth a reconciliation between calculations of such ratio or requirement made in accordance with GAAP and made without giving effect to Account Standards Codification 842. Accordingly, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. References in this Agreement to “Sections”, “Articles”, “Exhibits” and “Schedules” are to sections, articles, exhibits and schedules herein and hereto unless otherwise indicated. references in this Agreement to any document, instrument or agreement (a) shall include all exhibits, schedules and other attachments thereto, (b) shall include all documents, instruments or agreements issued or executed in replacement thereof, to the extent permitted

 

 

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hereby and (c) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, supplemented, restated or otherwise modified as of the date of this Agreement and from time to time thereafter to the extent not prohibited hereby and in effect at any given time. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter. Unless explicitly set forth to the contrary, a reference to “Subsidiary” means a Subsidiary of the Borrower or a Subsidiary of such Subsidiary and a reference to an “Affiliate” means a reference to an Affiliate of the Borrower. Titles and captions of Articles, Sections, subsections and clauses in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement. Unless otherwise indicated, all references to time are references to Pacific time. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

 

Section 1.3. Divisions.

For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

 

Section 1.4. Rates.

The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 4.2.(b), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, or Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

 

 

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Article II. Credit Facility

Section 2.1. Revolving Loans.

(a) Making of Revolving Loans. Subject to the terms and conditions set forth in this Agreement, including without limitation, Section 2.15. below, during the period from the Effective Date to but excluding the Termination Date, each Lender severally and not jointly agrees to make Revolving Loans to the Borrower in U.S. Dollars, in an aggregate principal amount at any one time outstanding up to, but not exceeding, the amount of such Xxxxxx’s Commitment. Subject to the terms and conditions of this Agreement, during the period from the Effective Date to but excluding the Termination Date, the Borrower may borrow, repay and reborrow Revolving Loans hereunder.

 

(b) Requests for Revolving Loans. Not later than (i) 9:00 a.m. at least 1 Business Day prior to a borrowing of Base Rate Loans (ii) 9:00 a.m. at least 3 U.S. Government Securities Business Days prior to a borrowing of Term SOFR Loans and (iii) 9:00 a.m. on the date (which date shall be a U.S. Government Securities Business Day) of any borrowing of Revolving Loans that are to be Daily Simple SOFR Loans, the Borrower shall deliver to the Administrative Agent a Notice of Borrowing. Each Notice of Borrowing shall specify the aggregate principal amount of the Revolving Loans to be borrowed, the date such Revolving Loans are to be borrowed (which must be a Business Day), the use of the proceeds of such Revolving Loans, the Type of the requested Revolving Loans, and if such Revolving Loans are to be Term SOFR Loans, the initial Interest Period for such Revolving Loans. Each Notice of Borrowing shall be irrevocable once given and binding on the Borrower. Prior to delivering a Notice of Borrowing, the Borrower may (without specifying whether a Revolving Loan will be a Base Rate Loan, a Term SOFR Loan or a Daily Simple SOFR Loan) request that the Administrative Agent provide the Borrower with the most recent Adjusted Term SOFR or Adjusted Daily Simple SOFR available to the Administrative Agent. The Administrative Agent shall provide such quoted rate to the Borrower on the date of such request or as soon as possible thereafter. If the Borrower requests a borrowing of a Term SOFR Loan in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

 

(c) Funding of Revolving Loans. Promptly after receipt of a Notice of Borrowing under the immediately preceding subsection (b), the Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall deposit an amount equal to the Revolving Loan to be made by such Lender to the Borrower with the Administrative Agent at the Principal Office, in immediately available funds not later than (i) in the case of a Daily Simple SOFR Loan, 1:00 p.m. on the date of such proposed Revolving Loans; and (ii) in the case of a Term SOFR Loan or a Base Rate Loan, 9:00 a.m. on the date of such proposed Revolving Loans. Subject to fulfillment of all applicable conditions set forth herein, the Administrative Agent shall make available to the Borrower at the Principal Office, not later than (i) in the case of a Daily Simple SOFR Loan, 3:00 p.m. on the date of the requested borrowing of Revolving Loans and (ii) in the case of a Term SOFR Loan or a Base Rate Loan, 12:00 noon on the date of the requested borrowing of Revolving Loans, the proceeds of such amounts received by the Administrative Agent. No Lender shall be responsible for the failure of any other Lender to make a Loan or to perform any other obligation to be made or performed by such other Lender hereunder, and the failure of any Lender to make a Loan or to perform any other obligation to be made or performed by it hereunder shall not relieve the obligation of any other Lender to make any Loan or to perform any other obligation to be made or performed by such other Lender.

 

(d) Assumptions Regarding Funding by Xxxxxxx. With respect to Revolving Loans to be made after the Effective Date, unless the Administrative Agent shall have been notified by any Lender prior to the specified date of the borrowing that such Lender does not intend to make available to the Administrative Agent the Revolving Loan to be made by such Lender on such date, the Administrative Agent may assume

 

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that such Lender will make the proceeds of such Revolving Loan available to the Administrative Agent in accordance with this Section, and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower the amount of such Revolving Loan to be provided by such Xxxxxx. In such event, if such Lender does not make available to the Administrative Agent the proceeds of such Revolving Loan, then such Lender and the Borrower severally agree to pay to the Administrative Agent on demand the amount of such Revolving Loan with interest thereon, for each day from and including the date such Revolving Loan is made available to the Borrower but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to such Revolving Loan under Section 2.4.(a). If the Borrower and such Lender shall pay the amount of such interest to the Administrative Agent for the same or overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays to the Administrative Agent the amount of such Revolving Loan, the amount so paid shall constitute such Lender’s Revolving Loan included in the borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Revolving Loan to be made by such Xxxxxx.

 

(e) Reallocation on the Effective Date. Simultaneously with the effectiveness of this Agreement, the Revolving Commitments of each of the Revolving Lenders as existing immediately prior to the Effective Date, shall be reallocated among the Revolving Lenders so that the Revolving Commitments are held by the Revolving Lenders as set forth on Schedule I attached hereto. To effect such reallocations each Revolving Lender who either had no Revolving Commitment prior to the effectiveness of this Agreement or whose Revolving Commitment upon the effectiveness of this Agreement exceeds its Revolving Commitment immediately prior to the effectiveness of this Agreement (each an “Assignee Revolving Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Revolving Commitments from the Revolving Lenders whose Revolving Commitments upon the effectiveness of this Agreement are less than their respective Revolving Commitment immediately prior to the effectiveness of this Agreement (each an “Assignor Revolving Lender”), so that the Revolving Commitments of the Revolving Lenders will be held by the Revolving Lenders as set forth on Schedule I. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amount of their respective Revolving Commitments, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders, the Assignee Lenders and the other Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to the making of any Loans to be made on the Effective Date and any netting transactions effected by the Administrative Agent) with respect to such reallocations and assignments so that the aggregate outstanding principal amount of Revolving Loans shall be held by the Revolving Lenders pro rata in accordance with the amount of the Revolving Commitments as set forth on Schedule I.

 

Section 2.2. [Reserved].

 

Section 2.3. Letters of Credit.

(a) Letters of Credit. Subject to the terms and conditions of this Agreement, including without limitation, Section 2.15., the Issuing Banks, on behalf of the Lenders, agree to issue for the account of the Borrower (or the Borrower and any other Loan Party) during the period from and including the Effective

 

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Date to, but excluding, the date 30 days prior to the Termination Date, one or more standby letters of credit (each a “Letter of Credit”) up to a maximum aggregate Stated Amount at any one time outstanding not to exceed the L/C Commitment Amount; provided, however, that no Issuing Bank shall be obligated to issue any Letter of Credit if, after giving effect to such issuance, the aggregate face amount of Letters of Credit issued by such Issuing Bank would exceed (i) 50.0% of the L/C Commitment Amount or (ii) such Issuing Bank’s Issuing Bank Commitment. The parties hereto agree that the Existing Letters of Credit shall be deemed to be Letters of Credit hereunder. Notwithstanding anything herein to the contrary, an Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which, to the knowledge of such Issuing Bank, would be made available to any Person (x) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (y) in any manner that would result in a violation of any Sanctions by any party to this Agreement.

 

(b) Terms of Letters of Credit. At the time of issuance, the amount, form, terms and conditions of a Letter of Credit, and of any drafts or acceptances thereunder, shall be subject to approval by the relevant Issuing Bank and the Borrower. Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the date that is 5 days prior to the Termination Date, or (ii) any Letter of Credit have an initial duration in excess of one year; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the relevant Issuing Bank but in no event shall any such provision permit the extension of the expiration date of such Letter of Credit beyond the date that is 5 days prior to the Termination Date; provided, further, that a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Termination Date so long as the Borrower delivers to the Administrative Agent for the benefit of the relevant Issuing Bank and the Lenders no later than 30 days prior to the Termination Date cash collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit.

 

(c) Requests for Issuance of Letters of Credit. The Borrower shall give an Issuing Bank and the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) at least 5 Business Days prior to the requested date of issuance of a Letter of Credit, such notice to describe in reasonable detail the proposed terms of such Letter of Credit and the nature of the transactions or obligations proposed to be supported by such Letter of Credit, and in any event shall set forth with respect to such Letter of Credit the proposed (i) initial Stated Amount, (ii) beneficiary, and (iii) expiration date. The Borrower shall also execute and deliver such customary applications and agreements for standby letters of credit, and other forms as requested from time to time by the relevant Issuing Bank. Provided the Borrower has given the notice prescribed by the first sentence of this subsection and delivered such application and agreements referred to in the preceding sentence, subject to the other terms and conditions of this Agreement, including the satisfaction of any applicable conditions precedent set forth in Article V., the relevant Issuing Bank shall issue the requested Letter of Credit on the requested date of issuance for the benefit of the stipulated beneficiary but in no event prior to the date 5 Business Days following the date after which such Issuing Bank has received all of the items required to be delivered to it under this subsection. Upon the written request of the Borrower, the relevant Issuing Bank shall deliver to the Borrower a copy of (i) any Letter of Credit proposed to be issued by it hereunder prior to the issuance thereof and (ii) each issued Letter of Credit issued by it within a reasonable time after the date of issuance thereof. To the extent any term of a Letter of Credit Document is inconsistent with a term of any Loan Document, the term of such Loan Document shall control.

 

(d) Reimbursement Obligations. Upon receipt by an Issuing Bank from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, such Issuing Bank shall promptly notify the Borrower and the Administrative Agent of the amount to be paid by such Issuing Bank as a result of such demand and the date on which payment is to be made by such Issuing Bank to such beneficiary in

 

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respect of such demand; provided, however, that an Issuing Bank’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby absolutely, unconditionally and irrevocably agrees to pay and reimburse each Issuing Bank for the amount of each demand for payment under each Letter of Credit issued by such Issuing Bank on or prior to the date on which payment is to be made by such Issuing Bank to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). Upon receipt by an Issuing Bank of any payment in respect of any Reimbursement Obligation, such Issuing Bank shall promptly pay to the Administrative Agent for the account of each Lender that has acquired a participation therein under the second sentence of Section 2.3.(i) such Lender’s Commitment Percentage of such payment.

 

(e) Manner of Reimbursement. Upon its receipt of a notice referred to in the immediately preceding subsection (d), the Borrower shall advise the Administrative Agent and the relevant Issuing Bank whether or not the Borrower intends to borrow hereunder to finance its obligation to reimburse such Issuing Bank for the amount of the related demand for payment and, if it does, the Borrower shall submit a timely request for such borrowing as provided in the applicable provisions of this Agreement. If the Borrower fails to so advise the Administrative Agent and the relevant Issuing Bank, or if the Borrower has failed to reimburse the relevant Issuing Bank for a demand for payment under a Letter of Credit by the date of such payment, after which the relevant Issuing Bank has notified the Administrative Agent, then (i) if the applicable conditions contained in Article V. would permit the making of Revolving Loans, the Borrower shall be deemed to have requested a borrowing of Revolving Loans (which shall be Base Rate Loans) in an amount equal to the unpaid Reimbursement Obligation and the Administrative Agent shall give each Lender prompt notice of the amount of the Revolving Loan to be made available to the Administrative Agent not later than 1:00 p.m., and (ii) if such conditions would not permit the making of Revolving Loans, the provisions of subsection (j) of this Section shall apply. The minimum amount limitations of Section 3.5.(a) shall not apply to any borrowing of Base Rate Loans under this subsection.

 

(f) Effect of Letters of Credit on Commitments. Upon the issuance by an Issuing Bank of a Letter of Credit and until such Letter of Credit shall have expired or been cancelled, the Commitment of each Lender shall be deemed to be utilized for all purposes of this Agreement in an amount equal to the product of (i) such Lender’s Commitment Percentage and (ii) the sum of (A) the Stated Amount of such Letter of Credit plus (B) any related Reimbursement Obligations then outstanding.

 

(g) Issuing Banks’ Duties Regarding Letters of Credit; Unconditional Nature of Reimbursement Obligations. In examining documents presented in connection with drawings under Letters of Credit and making payments under Letters of Credit issued by an Issuing Bank against such documents, such Issuing Bank shall only be required to use the same standard of care as it uses in connection with examining documents presented in connection with drawings under letters of credit in which it has not sold participations and making payments under such letters of credit. The Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, none of the Issuing Banks, the Administrative Agent or any of the Lenders shall be responsible for, and the Borrower’s obligations in respect of the Letters of Credit shall not be affected in any manner by (i) the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under any Letter of Credit even if such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit, or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, facsimile, electronic mail, telecopy or otherwise, whether or

 

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not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit, or of the proceeds thereof; (vii) the misapplication by the beneficiary of any Letter of Credit, or of the proceeds of any drawing under any Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Issuing Banks, the Administrative Agent or the Lenders. None of the above shall affect, impair or prevent the vesting of any of the Issuing Banks’, Administrative Agent’s or any Lender’s rights or powers hereunder. Any action taken or omitted to be taken by an Issuing Bank under or in connection with any Letter of Credit issued by such Issuing Bank, if taken or omitted in the absence of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, non-appealable judgment), shall not create against such Issuing Bank any liability to the Borrower, the Administrative Agent or any Lender. In this connection, the obligation of the Borrower to reimburse an Issuing Bank for any drawing made under any Letter of Credit issued by such Issuing Bank shall be absolute, unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement or any other applicable Letter of Credit Document under all circumstances whatsoever, including without limitation, the following circumstances: (A) any lack of validity or enforceability of any Letter of Credit Document or any term or provisions therein; (B) any amendment or waiver of or any consent to departure from all or any of the Letter of Credit Documents; (C) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against such Issuing Bank, any other Issuing Bank, the Administrative Agent, any Lender, any beneficiary of a Letter of Credit or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or in the Letter of Credit Documents or any unrelated transaction; (D) any breach of contract or dispute between the Borrower, such Issuing Bank, any other Issuing Bank, the Administrative Agent, any Lender or any other Person; (E) any demand, statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein or made in connection therewith being untrue or inaccurate in any respect whatsoever; (F) any non‑application or misapplication by the beneficiary of a Letter of Credit or of the proceeds of any drawing under such Letter of Credit; (G) payment by such Issuing Bank under the Letter of Credit against presentation of a draft or certificate which does not strictly comply with the terms of the applicable Letter of Credit; and (H) any other act, omission to act, delay or circumstance whatsoever that might, but for the provisions of this Section, constitute a legal or equitable defense to or discharge of the Borrower’s Reimbursement Obligations.

 

(h) Amendments, Etc. The issuance by an Issuing Bank of any amendment, supplement or other modification to any Letter of Credit issued by such Issuing Bank shall be subject to the same conditions applicable under this Agreement to the issuance of new Letters of Credit (including, without limitation, that the request therefor be made through the relevant Issuing Bank and the Administrative Agent), and no such amendment, supplement or other modification shall be issued unless either (i) the respective Letter of Credit affected thereby would have complied with such conditions had it originally been issued hereunder in such amended, supplemented or modified form or (ii) the Administrative Agent and the Lenders, if any, required by Section 12.7. shall have consented thereto. In connection with any such amendment, supplement or other modification, the Borrower shall pay the Fees, if any, payable under the last sentence of Section 3.6.(c).

 

(i) Lenders’ Participation in Letters of Credit. Immediately upon the issuance by an Issuing Bank of any Letter of Credit each Lender shall be deemed to have absolutely, irrevocably and unconditionally purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation to the extent of such Xxxxxx’s Commitment Percentage of the liability of such Issuing Bank with respect to such Letter of Credit and each Lender thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Bank to pay and discharge when due, such Lender’s Commitment Percentage of such Issuing Bank’s liability under such Letter of Credit, whether before the Termination Date or after. In addition, upon the making of each payment by a Lender to the Administrative Agent for the account of an

 

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Issuing Bank in respect of any Letter of Credit issued by it pursuant to the immediately following subsection (j), such Lender shall, automatically and without any further action on the part of such Issuing Bank, the Administrative Agent or such Lender, acquire (i) a participation in an amount equal to such payment in the Reimbursement Obligation owing to such Issuing Bank by the Borrower in respect of such Letter of Credit and (ii) a participation in a percentage equal to such Lender’s Commitment Percentage in any interest or other amounts payable by the Borrower in respect of such Reimbursement Obligation (other than the Fees payable to such Issuing Bank pursuant to the second and the last sentences of Section 3.6.(c)).

 

(j) Payment Obligation of Lenders. Each Lender severally agrees to pay to the Administrative Agent, for the account of each Issuing Bank, on demand in immediately available funds in Dollars the amount of such Lender’s Commitment Percentage of each drawing paid by such Issuing Bank under each Letter of Credit issued by it to the extent such amount is not reimbursed by the Borrower pursuant to the immediately preceding subsection (d); provided, however, that in respect of any drawing under any Letter of Credit, the maximum amount that any Lender shall be required to fund, whether as a Revolving Loan or as a participation, shall not exceed such Lender’s Commitment Percentage of such drawing except as otherwise provided in Section 3.10(d). Each Lender’s obligation to make such payments to the Administrative Agent under this subsection, and the Administrative Agent’s right to receive the same for the account of the relevant Issuing Bank, shall be absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including without limitation, (i) the failure of any other Lender to make its payment under this subsection, (ii) the financial condition of the Borrower or any other Loan Party, (iii) the existence of any Default or Event of Default, including any Event of Default described in Section 10.1.(f) or (g) or (iv) the termination of the Commitments. Each such payment to the Administrative Agent for the account of the relevant Issuing Bank shall be made without any offset, abatement, withholding or deduction whatsoever.

 

(k) Information to Lenders. Promptly following any change in Letters of Credit outstanding, the relevant Issuing Bank shall deliver to the Administrative Agent who shall provide the same to each Lender and the Borrower a notice describing the aggregate amount of all Letters of Credit issued by such Issuing Bank outstanding at such time. Upon the request of the Administrative Agent from time to time, an Issuing Bank shall deliver any other information reasonably requested by the Administrative Agent with respect to such Letter of Credit that is the subject of the request. Other than as set forth in this subsection, the Issuing Banks and the Administrative Agent shall have no duty to notify the Lenders regarding the issuance or other matters regarding Letters of Credit issued hereunder. The failure of any Issuing Bank or the Administrative Agent to perform its requirements under this subsection shall not relieve any Lender from its obligations under Section 2.3.(j).

 

(l) Addition of an Issuing Bank. A Lender may become an additional Issuing Bank hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Lender and such agreement shall specify such additional Issuing Bank’s Issuing Bank Commitment. The Administrative Agent shall notify the Lenders of any such additional Issuing Bank.

 

Section 2.4. Rates and Payment of Interest on Loans.

(a) Rates. The Borrower promises to pay to the Administrative Agent for the account of each Lender interest on the unpaid principal amount of each Loan made by such Lender for the period from and including the date of the making of such Loan to but excluding the date such Loan shall be paid in full, at the following per annum rates:

 

(i) during such periods as such Loan is a Base Rate Loan, at the Base Rate (as in effect from time to time), plus the Applicable Margin for Base Rate Loans;

 

 

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(ii) during such periods as such Loan is a Daily Simple SOFR Loan, at Adjusted Daily Simple SOFR plus the Applicable Margin for SOFR Loans; and

 

(iii) during such periods as such Loan is a Term SOFR Loan, at Adjusted Term SOFR for such Loan for the Interest Period therefor, plus the Applicable Margin for SOFR Loans.

 

Notwithstanding the foregoing, while an Event of Default exists, the Borrower shall pay to the Administrative Agent for the account of each Lender and the Issuing Bank, as the case may be, interest at the Post-Default Rate on the outstanding principal amount of any Loan made by such Xxxxxx, on all Reimbursement Obligations and on any other amount payable by the Borrower hereunder or under the Notes held by such Lender to or for the account of such Lender (including without limitation, accrued but unpaid interest to the extent permitted under Applicable Law).

 

(b) Payment of Interest. All accrued and unpaid interest on the outstanding principal amount of each Loan shall be payable (i) monthly in arrears on the first day of each calendar month, commencing with the first full calendar month occurring after the Effective Date and (ii) on any date on which the principal balance of such Loan is due and payable in full (whether at maturity, due to acceleration or otherwise). Interest payable at the Post-Default Rate shall be payable from time to time on demand. Promptly after the determination of any interest rate provided for herein or any change therein, the Administrative Agent shall give notice thereof to the Lenders to which such interest is payable and to the Borrower. All determinations by the Administrative Agent of an interest rate hereunder shall be conclusive and binding on the Lenders and the Borrower for all purposes, absent manifest error.

 

(c) Borrower Information Used to Determine Applicable Interest Rates.

 

The parties understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by the Borrower) at the time it was delivered to the Administrative Agent, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within 5 Business Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s, any Issuing Bank’s, or any Lender’s other rights under this Agreement.

 

Section 2.5. Number of Interest Periods.

There may be no more than 6 different Interest Periods for Term SOFR Loans outstanding at the same time.

 

Section 2.6. Repayment of Loans.

The Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Revolving Loans on the Termination Date.

 

 

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Section 2.7. Prepayments.

(a) Optional. Subject to Section 4.4., the Borrower may prepay any Loan in whole or in part at any time without premium or penalty. The Borrower shall give the Administrative Agent at least 3 U.S. Government Securities Business Days’ prior written notice of the prepayment of any SOFR Loan and 1 Business Day’s prior written notice of prepayment of any Base Rate Loan.

 

(b) Mandatory. If at any time the aggregate principal amount of all outstanding Revolving Loans, together with the aggregate principal amount of all outstanding Letter of Credit Liabilities, exceeds the aggregate amount of the Commitments in effect at such time, the Borrower shall immediately pay to the Administrative Agent for the accounts of the Lenders then holding Commitments (or if the Commitments have been terminated, then holding outstanding Revolving Loans and/or Letter of Credit Liabilities), the amount of such excess. Such payment shall be applied to pay all amounts of principal outstanding on the Loans and any Reimbursement Obligations in accordance with the last sentence of Section 3.2., and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Collateral Account for application to any Reimbursement Obligations. If the Borrower is required to pay any outstanding SOFR Loans by reason of this Section prior to the end of the applicable Interest Period, the Borrower shall pay all amounts due under Section 4.4.

 

Section 2.8. Continuation.

So long as no Default or Event of Default exists, the Borrower may on any Business Day, with respect to any Term SOFR Loan, elect to maintain such Term SOFR Loan or any portion thereof as a Term SOFR Loan by selecting a new Interest Period for such Term SOFR Loan. Each new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Administrative Agent a Notice of Continuation not later than 9:00 a.m. on the third U.S. Government Securities Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation, (b) the Term SOFR Loan and portion thereof subject to such Continuation and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender of the proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any Term SOFR Loan in accordance with this Section, or if a Default or Event of Default exists, such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding the first sentence of Section 2.9. or the Borrower’s failure to comply with any of the terms of such Section.

 

Section 2.9. Conversion.

So long as no Default or Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Loan of one Type into a Loan of another Type. Any Conversion of a Term SOFR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such Term SOFR Loan and, upon Conversion of a Base Rate Loan into a Term SOFR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.4. Each such Notice of Conversion shall be given not later than 9:00 a.m. (i) one Business Day prior to the date of any proposed Conversion into Base Rate Loans, (ii) on the date (which shall be a U.S. Government Securities Business Day) of any proposed Conversion into Daily Simple SOFR Loans and (iii) 3 U.S. Government Securities Business Days prior to the date of any

 

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proposed Conversion into SOFR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a Term SOFR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

 

Section 2.10. Notes.

(a) Notes. Except in the case of a Lender that has requested not to receive a Revolving Note, the Revolving Loans made by each Lender shall be evidenced by this Agreement and, if requested by a Lender, also be evidenced by a promissory note of the Borrower substantially in the form of Exhibit H (each a “Revolving Note”), payable to the order of such Lender in a principal amount equal to the amount of its Commitment as originally in effect and otherwise duly completed.

 

(b) Records. The date, amount, interest rate, Type and duration of Interest Periods (if applicable) of each Loan made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and such entries shall be binding on the Borrower absent manifest error; provided, however, that (i) the failure of a Lender to make any such record shall not affect the obligations of the Borrower under any of the Loan Documents and (ii) if there is a discrepancy between such records of a Lender and the statements of accounts maintained by the Administrative Agent pursuant to Section 3.9., in the absence of manifest error, the statements of account maintained by the Administrative Agent pursuant to Section 3.9. shall be controlling.

 

(c) Lost, Stolen, Destroyed or Mutilated Notes. Upon receipt by the Borrower of (i) written notice from a Lender that a Note of such Lender has been lost, stolen, destroyed or mutilated, and (ii)(A) in the case of loss, theft or destruction, an unsecured agreement of indemnity from such Lender in form reasonably satisfactory to the Borrower, or (B) in the case of mutilation, upon surrender and cancellation of such Note, the Borrower shall at its own expense execute and deliver to such Lender a new Note dated the date of such lost, stolen, destroyed or mutilated Note.

 

Section 2.11. Extension of Termination Date.

Subject to the terms of this Section, the Borrower shall have the right, exercisable up to two times, to request that the Administrative Agent and the Lenders extend the Termination Date by six-months in the case of each such extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the current Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of the Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-months effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (c): (a) immediately prior to such extension and immediately after giving effect thereto, no Default or Event of Default shall exist, (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party would be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty will be true and correct in all respects) immediately after giving effect to the requested extension of the Termination Date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate in all material respects (except in the case

 

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of a representation or warranty qualified by materiality, in which case such representation or warranty is true and accurate in all respects) on and as of such earlier date) and (c) the Borrower shall have paid the Fees payable under Section 3.6.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Responsible Officer of the Borrower certifying the matters referred to in the immediately preceding clauses (a) and (b).

 

Section 2.12. Expiration or Maturity Date of Letters of Credit Past Termination Date.

If on the date the Commitments are terminated (whether voluntarily, by reason of the occurrence of an Event of Default or otherwise), there are any Letters of Credit outstanding hereunder, the Borrower shall, on such date, pay to the Administrative Agent, for its benefit and the benefit of the Lenders and the Issuing Bank, an amount of money equal to the Stated Amount of such Letter(s) of Credit for deposit into the Collateral Account. If a drawing pursuant to any such Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower authorizes the Administrative Agent to use the monies deposited in the Collateral Account to reimburse the Issuing Bank for the payment made by the Issuing Bank to the beneficiary with respect to such drawing or the payee with respect to such presentment. If no drawing occurs on or prior to the expiration date of such Letter of Credit, the Administrative Agent shall pay to the Borrower (or to whomever else may be legally entitled thereto) the monies deposited in the Collateral Account with respect to such outstanding Letter of Credit on or before the date 30 days after the expiration date of such Letter of Credit.

 

Section 2.13. Voluntary Reductions of the Commitment.

The Borrower may terminate or reduce the aggregate unused amount of the Commitments (for which purpose use of the Commitments shall be deemed to include the aggregate amount of Letter of Credit Liabilities) at any time and from time to time without penalty or premium upon not less than 5 Business Days prior written notice to the Administrative Agent of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction and shall be irrevocable once given and effective only upon receipt by the Administrative Agent (“Commitment Reduction Notice”); provided, however, that if the Borrower seeks to reduce the aggregate amount of the Commitments below $100,000,000, then the Commitments shall be reduced to zero and except as otherwise provided herein, the provisions of this Agreement shall terminate. Promptly after receipt of a Commitment Reduction Notice the Administrative Agent shall notify each Lender of the proposed termination or Commitment reduction. The Commitments, once terminated or reduced pursuant to this Section, may not be increased or reinstated. The Borrower shall pay all interest and fees on the Loans accrued to the date of such reduction or termination of the Commitments to the Administrative Agent for the account of the Lenders, including but not limited to any applicable compensation due to each Lender in accordance with Section 4.4. of this Agreement.

 

Section 2.14. Increase of Commitments.

The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date through and including the date 180 days prior to the Termination Date to request increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $2,000,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $15,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial

 

 

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institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true or correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each existing Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and such Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Xxxxxx’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

 

Section 2.15. Amount Limitations.

Notwithstanding any other term of this Agreement or any other Loan Document, no Lender shall be required to make a Loan, and the Issuing Bank shall not be required to issue a Letter of Credit, if immediately after the making of such Loan or the issuance of such Letter of Credit the aggregate principal amount of all outstanding Revolving Loans, together with the aggregate amount of all Letter of Credit Liabilities, would exceed the aggregate amount of the Commitments at such time.

 

Section 2.16. Funds Transfer Disbursements.

The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of any Loan made by the Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreement.

 

 

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Section 2.17. Initial Benchmark Conforming Changes.

In connection with the use or administration of any Benchmark, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of any Benchmark.

 

Article III. Payments, Fees and Other General Provisions

Section 3.1. Payments.

(a) Payments by Xxxxxxxx. Except to the extent otherwise provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrower under this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the Administrative Agent at the Principal Office, not later than 11:00 a.m. on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 10.5., the Borrower shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrower hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of the Issuing Bank under this Agreement shall be paid to the Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by the Issuing Bank to the Administrative Agent from time to time, for the account of the Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or the Issuing Bank, as the case may be, within one Business Day of receipt of such amounts, the Administrative Agent shall pay interest on such amount until paid at a rate per annum equal to the Federal Funds Rate from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable to such payment for the period of such extension.

 

(b) Presumptions Regarding Payments by Borrower. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent on demand that amount so distributed to such Lender or the Issuing Bank, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

 

 

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Section 3.2. Pro Rata Treatment.

Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1.(a) and 2.3.(e) shall be made from the Lenders, each payment of the Fees under Sections 3.6.(b), the first sentence of Sections 3.6.(c) and Section 3.6.(d) shall be made for the account of the Lenders, and each termination or reduction of the amount of the Commitments under Section 2.13. shall be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that, subject to Section 3.10., if immediately prior to giving effect to any such payment in respect of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Revolving Loans were made, then such payment shall be applied to the Revolving Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitments; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Revolving Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6.) shall be made pro rata among the Lenders according to the amounts of their respective Loans and the then current Interest Period for each Lender’s portion of each Loan of such Type shall be coterminous; and (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.3., shall be in accordance with their respective Commitment Percentage. Any payment or prepayment of principal or interest made (i) during the existence of a Default or Event of Default shall be made for the account of the Lenders in accordance with the order set forth in Section 10.5. and (ii) pursuant to Section 2.7.(b), shall be made for the account of the Lenders holding Commitments (or, if the Commitments have been terminated, holding Revolving Loans and Letter of Credit Liabilities) in accordance with the order set forth in Section 10.5.

 

Section 3.3. Sharing of Payments, Etc.

If a Lender shall obtain payment of any principal of, or interest on, any Loan under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 10.5., as applicable, such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 10.5., as applicable. To such end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

 

 

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Section 3.4. Several Obligations.

No Lender shall be responsible for the failure of any other Lender to make a Loan or to perform any other obligation to be made or performed by such other Lender hereunder, and the failure of any Lender to make a Loan or to perform any other obligation to be made or performed by it hereunder shall not relieve the obligation of any other Lender to make any Loan or to perform any other obligation to be made or performed by such other Lender.

 

Section 3.5. Minimum Amounts.

(a) Borrowings and Conversions. Each borrowing of Base Rate Loans shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess thereof. Each borrowing and each Conversion of SOFR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount.

 

(b) Prepayments. Each voluntary prepayment of Revolving Loans shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess thereof (or, if less, the aggregate principal amount of Revolving Loans then outstanding).

 

(c) Reductions of Commitments. Each reduction of the Commitments under Section 2.13. shall be in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof.

 

(d) Letters of Credit. The initial Stated Amount of each Letter of Credit shall be at least $50,000.

 

Section 3.6. Fees.

(a) Closing Fee. On the Effective Date, the Borrower agrees to pay to the Administrative Agent and each Lender all loan fees as have been agreed to in writing by the Borrower and the Administrative Agent.

 

(b) Facility Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee equal to the average daily amount of the Commitment of such Lender (whether or not utilized) times the Facility Fee for the period from and including the Agreement Date to but excluding the date such Commitment is terminated or reduced to zero or the Termination Date, such fee to be paid quarterly in arrears on (i) the last day of each March, June, September and December in each year, (ii) the date of each reduction in the Commitments (but only on the amount of the reduction) and (iii) on the Termination Date. The Borrower acknowledges that the fee payable hereunder is a bona fide commitment fee and is intended as reasonable compensation to the Lenders for committing to make funds available to the Borrower as described herein and for no other purposes.

 

(c) Letter of Credit Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a letter of credit fee at a rate per annum equal to the Applicable Margin for SOFR Loans times the daily average Stated Amount of each Letter of Credit for the period from and including the date of issuance of such Letter of Credit (x) to and including the date such Letter of Credit expires or is terminated or (y) to but excluding the date such Letter of Credit is drawn in full. The fees provided for in the immediately preceding sentence shall be nonrefundable and payable in arrears (i) quarterly on the last day of March, June, September and December in each year, (ii) on the Termination Date, (iii) on the date the Commitments are terminated or reduced to zero and (iv) thereafter from time to time on demand of the Administrative Agent. In addition to such fees, the Borrower shall pay to the Issuing Bank solely for its

 

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own account and not the account of any Lender, a fronting fee in respect of each Letter of Credit at the rate equal to one‑eighth of one percent (0.125%) per annum on the daily average Stated Amount of such Letter of Credit for the period from and including the date of issuance of such Letter of Credit (A) through and including the date such Letter of Credit expires or is terminated or (B) to but excluding the date such Letter of Credit is drawn in full. The fee provided for in the immediately preceding sentence shall be nonrefundable and payable upon issuance of the applicable Letter of Credit. The Borrower shall pay directly to the Issuing Bank from time to time on demand all commissions, charges, costs and expenses in the amounts customarily charged by the Issuing Bank from time to time in like circumstances with respect to the issuance of each Letter of Credit, drawings, amendments, extensions, renewals and other transactions relating thereto.

 

(d) Extension Fee. If the Borrower exercises its right to extend the Termination Date in accordance with Section 2.11., the Borrower agrees to pay to the Administrative Agent for the account of each Lender a fee equal to 0.0625% of the amount of such Xxxxxx’s Commitment (whether or not utilized) payable in connection with each such extension. Such fee shall be due and payable in full on or before the date that is 30 days prior to the current Termination Date.

 

(e) Administrative and Other Fees. The Borrower agrees to pay (i) the administrative and other fees of the Administrative Agent as provided in the applicable Fee Letter, (ii) the fees of the Joint Lead Arrangers as provided in the applicable Fee Letter and (iii) the Administrative Agent and the Sustainability Structuring Agent such other fees as may be otherwise agreed to in writing by the Borrower and the Administrative Agent and/or Sustainability Structuring Agent from time to time.

 

Section 3.7. Computations.

Unless otherwise expressly set forth herein, any accrued interest on any Loan, any Fees or other Obligations due hereunder shall be computed on the basis of a year of 360 days and the actual number of days elapsed.

 

Section 3.8. Usury.

In no event shall the amount of interest due or payable on the Loans or other Obligations exceed the maximum rate of interest allowed by Applicable Law and, if any such payment is paid by the Borrower or any other Loan Party or received by any Lender, then such excess sum shall be credited as a payment of principal, unless the Borrower shall notify the respective Lender in writing that the Borrower elects to have such excess sum returned to it forthwith. It is the express intent of the parties hereto that the Borrower not pay and the Lenders not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may be lawfully paid by the Borrower under Applicable Law. The parties hereto hereby agree and stipulate that the only charge imposed upon the Borrower for the use of money in connection with this Agreement is and shall be the interest specifically described in Section 2.4.(a)(i) and (a)(ii). Notwithstanding the foregoing, the parties hereto further agree and stipulate that all agency fees, syndication fees, facility fees, extension fees, closing fees, letter of credit fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by the Administrative Agent or any Lender to third parties or for damages incurred by the Administrative Agent or any Lender, in each case, in connection with the transactions contemplated by this Agreement and the other Loan Documents, are charges made to compensate the Administrative Agent or any such Lender for underwriting or administrative services and costs or losses performed or incurred, and to be performed or incurred, by the Administrative Agent and the Lenders in connection with this Agreement and shall under no circumstances be deemed to be charges for the use of money. All charges other than charges for the use of money shall be fully earned and nonrefundable when due.

 

 

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Section 3.9. Statements of Account.

The Administrative Agent will account to the Borrower monthly with a statement of Loans, accrued interest and Fees, charges and payments made pursuant to this Agreement and the other Loan Documents, and such account rendered by the Administrative Agent shall be deemed conclusive upon the Borrower absent manifest error. The failure of the Administrative Agent to deliver such a statement of accounts shall not relieve or discharge the Borrower from any of its obligations hereunder.

 

Section 3.10. Defaulting Lenders.

Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

 

(a) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Requisite Lenders.

 

(b) Defaulting Lender Waterfall. Any payment of principal, interest, Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 3.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank hereunder; third, to Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or the Issuing Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.3.(j) in respect of Letters of Credit (such amounts “L/C Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Liabilities are held by the Lenders pro rata in accordance with their respective Commitment Percentages (determined without giving effect to the immediately following subsection (d)). Any payments, prepayments or other amounts paid or

 

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payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

 

(c) Certain Fees.

 

(i) Each Defaulting Lender shall be entitled to receive the Fee payable under Section 3.6.(b) for any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of (1) the outstanding principal amount of the Revolving Loans funded by it, and (2) its Commitment Percentage of the Stated Amount of Letters of Credit for which it has provided Cash Collateral pursuant to the immediately following subsection (e).

 

(ii) Each Defaulting Lender shall be entitled to receive the fees payable under Section 3.6.(c) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Commitment Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to the immediately following subsection (e).

 

(iii) With respect to any Fee not required to be paid to any Defaulting Lender pursuant to the immediately preceding clauses (i) or (ii), the Borrower shall (x) pay to each Non‑Defaulting Lender that portion of any such Fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letter of Credit Liabilities that has been reallocated to such Non‑Defaulting Lender pursuant to the immediately following subsection (d), (y) pay to each Issuing Bank the amount of any such Fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such Fee.

 

(d) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Liabilities shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Commitment Percentages (determined without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Article V. are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased exposure following such reallocation.

 

(e) Cash Collateral.

 

(i) If the reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in this subsection.

 

(ii) At any time that there shall exist a Defaulting Lender, within 1 Business Day following the written request of the Administrative Agent or the Issuing Bank (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to the immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an

 

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amount not less than the aggregate Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time.

 

(iii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grant to the Administrative Agent, for the benefit of the Issuing Bank, and agree to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letter of Credit Liabilities, to be applied pursuant to the immediately following clause (iv). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Bank as herein provided, or that the total amount of such Cash Collateral is less than the aggregate Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

 

(iv) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letter of Credit Liabilities (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

 

(v) Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this subsection following (x) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (y) the determination by the Administrative Agent and the Issuing Bank that there exists excess Cash Collateral.

 

(f) Defaulting Lender Cure. If the Borrower, the Administrative Agent and the Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with their respective Commitment Percentages (determined without giving effect to the immediately preceding subsection (d)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to Fees accrued or payments made by or on behalf of the Borrower while that Xxxxxx was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Xxxxxx’s having been a Defaulting Lender.

 

(g) New Letters of Credit. So long as any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

 

Section 3.11. Taxes.

 

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(a) Issuing Banks. For purposes of this Section, the term “Lender” includes the Issuing Banks and the Administrative Agent, the term “Applicable Law” includes FATCA and the term “IRS Form W‑8BEN” includes both IRS Form W-8BEN and IRS Form W-8BEN-E, as applicable.

 

(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

 

(c) Payment of Other Taxes by the Borrower. The Borrower and the other Loan Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

 

(d) Indemnification by the Borrower. Without duplication of any obligation under the preceding subsections (b) or (c), the Borrower and the other Loan Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

 

(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower or another Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower and the other Loan Parties to do so), (ii) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 12.6. relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this subsection. The provisions of this subsection shall continue to inure to the benefit of an Administrative Agent following its resignation as Administrative Agent.

 

(f) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower or any other Loan Party to a Governmental Authority pursuant to this Section, the Borrower or such other Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by

 

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such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

 

(g) Status of Lenders.

 

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately following clauses (ii)(A), (ii)(B) and (ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

 

(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person:

 

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), an electronic copy (or an original if requested by the Borrower or the Administrative Agent) of an executed IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax;

 

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

 

(I) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, an electronic copy (or an original if requested by the Borrower or the Administrative Agent) of an executed IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

 

(II) an electronic copy (or an original if requested by the Borrower or the Administrative Agent) of an executed IRS Form W-8ECI;

 

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(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit N‑1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) an electronic copy (or an original if requested by the Borrower or the Administrative Agent) of IRS Form W-8BEN; or

 

(IV) to the extent a Foreign Lender is not the beneficial owner, an electronic copy (or an original if requested by the Borrower or the Administrative Agent) of an executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit N‑2 or Exhibit N‑3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit N‑4 on behalf of each such direct and indirect partner;

 

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), an electronic copy (or an original if requested by the Borrower or the Administrative Agent) of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

 

(D) if a payment made to a Recipient under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

 

(iii) If an Administrative Agent is a United States person (as defined in Section 7701(a)(30) of the Code), upon the request of the Borrower, it shall deliver to the Borrower on or prior to the date on which it becomes an Administrative Agent under this Agreement with two duly

 

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completed copies of Form W-9. If the Administrative Agent is not a United States person (as defined in Section 7701(a)(30) of the Code), upon the request of the Borrower, it shall provide to the Borrower on or prior to the date on which it becomes an Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower): (A) two executed copies of Form W-8ECI with respect to any amounts payable to the Administrative Agent for its own account, and (B) two executed copies of Form W-8IMY with respect to any amounts payable to the Administrative Agent for the account of others, certifying that it is a “U.S. branch” and that the payments it receives for the account of others are not effectively connected with the conduct of its trade or business within the United States and that it is using such form as evidence of its agreement with the Borrower to be treated as a United States person with respect to such payments (and the Borrower and the Administrative Agent agree to so treat the Administrative Agent as a United States person with respect to such payments as contemplated by Section 1.1441-1(b)(2)(iv) of the United States Treasury Regulations).

 

Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

 

(h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this subsection (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

 

(i) Survival. Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

 

Article IV. Yield Protection, Etc.

Section 4.1. Additional Costs; Capital Adequacy.

(a) Capital Adequacy. If any Lender in the Loans determines that compliance with any law or regulation or Regulatory Change or with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender, or any corporation controlling such Lender, as a consequence of, or with reference to, such Lender’s Commitments or its making or maintaining Loans

 

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below the rate which such Lender or such corporation controlling such Lender could have achieved but for such compliance (taking into account the policies of such Lender or such corporation with regard to capital), then the Borrower shall, from time to time, within 30 calendar days after written demand by such Lender, pay to such Lender additional amounts sufficient to compensate such Lender or such corporation controlling such Lender to the extent that such Lender determines such increase in capital is allocable to such Lender’s obligations hereunder.

 

(b) Additional Costs. In addition to, and not in limitation of the immediately preceding clause (a), the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any SOFR Loans or its obligation to make any SOFR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such SOFR Loans or such obligation or the maintenance by such Lender of capital in respect of its SOFR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such SOFR Loans or its Commitments (other than taxes imposed on or measured by the overall net income of such Lender or of its Lending Office for any of such SOFR Loans by the jurisdiction in which such Lender has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on SOFR Loans is determined) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder) or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

 

(c) Xxxxxx’s Suspension of SOFR Loans. Without limiting the effect of the provisions of the immediately preceding subsection (a) and (b), if by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender that includes deposits by reference to which the interest rate on SOFR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender that includes SOFR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue, or to Convert Base Rate Loans into, SOFR Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.6. shall apply).

 

(d) Additional Costs in Respect of Letters of Credit. Without limiting the obligations of the Borrower under the preceding subsections of this Section (but without duplication), if as a result of any Regulatory Change or any risk-based capital guideline or other requirement heretofore or hereafter issued by any Governmental Authority there shall be imposed, modified or deemed applicable any tax, reserve, special deposit, capital adequacy or similar requirement against or with respect to or measured by reference to Letters of Credit and the result shall be to increase the cost to the Issuing Bank of issuing (or any Lender of purchasing participations in) or maintaining its obligation hereunder to issue (or purchase participations in) any Letter of Credit or reduce any amount receivable by the Issuing Bank or any Lender hereunder in respect of any Letter of Credit, then, upon demand by the Issuing Bank or such Lender, the Borrower shall pay promptly, and in any event within 3 Business Days of demand, to the Issuing Bank or, in the case of

 

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such Lender, to the Administrative Agent for the account of such Lender, from time to time as specified by the Issuing Bank or such Lender, such additional amounts as shall be sufficient to compensate the Issuing Bank or such Lender for such increased costs or reductions in amount.

 

(e) Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, the Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder. The Administrative Agent, the Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Bank, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Absent manifest error, determinations by the Administrative Agent, the Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive, provided that such determinations are made on a reasonable basis and in good faith.

 

Section 4.2. Suspension of SOFR Loans.

(a) Circumstances Affecting SOFR Availability. Subject to clause (b) below, in connection with any request for a SOFR Loan or a Conversion to or Continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Adjusted Daily Simple SOFR pursuant to the definition thereof or Adjusted Term SOFR on or prior to the first day of the applicable Interest Period or (ii) the Requisite Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such Loan during, with respect to Adjusted Term SOFR, such Interest Period and, in the case of clause (ii), the Requisite Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to Convert any Loan to or Continue any Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Requisite Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, Conversion to or Continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) or, failing that, the Borrower will be deemed to have Converted any such request into a request for a borrowing of or Conversion to Base Rate Loans in the amount specified therein, (B) the Borrower may repay in full (or cause to be repaid in full) the then outstanding principal amount of each such SOFR Loan together with accrued interest thereon (subject to Section 3.8.) (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period, and (C) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. Upon any such repayment or Conversion, the Borrower shall also pay accrued interest on the amount so repaid or Converted, together with any additional amounts required pursuant to Section 4.4.

 

(b) Benchmark Replacement Setting.

(i) Benchmark Replacement.

 

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(A) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event with respect to any Benchmark, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Requisite Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 4.2(b)(i)(A) will occur prior to the applicable Benchmark Transition Start Date.

(B) No Derivatives Contract shall be deemed to be a “Loan Document” for purposes of this Section 4.2(b).

(ii) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(iii) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 4.2.(b)(iv). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.2.(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.2.(b).

(iv) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if any then-current Benchmark is a term rate (including Adjusted Term SOFR) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (2) the regulatory supervisor for the administrator of such Xxxxxxxxx has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative

 

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Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(v) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a borrowing of, Conversion to or Continuation of any affected SOFR Loans to be made, Converted or Continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted any such request into a request for a borrowing of or Conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

Section 4.3. Illegality.

Notwithstanding any other provision of this Agreement, if any Lender shall determine (which determination shall be conclusive and binding) that it is unlawful for such Lender to honor its obligation to make or maintain SOFR Loans hereunder, then such Lender shall promptly notify the Borrower thereof (with a copy of such notice to the Administrative Agent) and such Lender’s obligation to make or Continue, or to Convert Loans of any other Type into, SOFR Loans shall be suspended until such time as such Lender may again make and maintain SOFR Loans (in which case the provisions of Section 4.6. shall be applicable).

 

Section 4.4. Compensation.

The Borrower shall pay to the Administrative Agent for the account of each Lender, upon the request of the Administrative Agent, such amount or amounts as the Administrative Agent shall determine in its reasonable discretion shall be sufficient to compensate such Lender for any loss, cost or expense attributable to:

 

(a) any payment or prepayment (whether mandatory or optional) of a Term SOFR Loan, or Conversion of a Term SOFR Loan, made by such Lender for any reason (including, without limitation, acceleration) on a date other than the last day of the Interest Period for such Loan; or

 

(b) any failure by the Borrower for any reason (including, without limitation, the failure of any of the applicable conditions precedent specified in Article V. to be satisfied) to borrow a SOFR Loan from such Lender on the date for such borrowing, or to Convert a Base Rate Loan into a SOFR Loan or Continue a Term SOFR Loan on the requested date of such Conversion or Continuation.

 

Not in limitation of the foregoing, such compensation shall include, without limitation; in the case of a Term SOFR Loan, an amount equal to the then present value of (i) the amount of interest that would have accrued on such Term SOFR Loan for the remainder of the Interest Period at the rate applicable to such SOFR Loan, less (ii) the amount of interest that would accrue on the same Term SOFR Loan for the same period if Adjusted Term SOFR were set on the date on which such Term SOFR Loan was repaid, prepaid or Converted or the date on which the Borrower failed to borrow, Convert or Continue such Term SOFR

 

 

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Loan, as applicable, calculating present value by using as a discount rate Adjusted Term SOFR quoted on such date. Upon the Borrower’s request, the Administrative Agent shall provide the Borrower with a statement setting forth the basis for requesting such compensation and the method for determining the amount thereof. Absent manifest error, any such statement shall be conclusive, provided that such determinations are made on a reasonable basis and in good faith.

 

Section 4.5. Affected Lenders.

If (a) a Lender requests compensation pursuant to Section 3.11. or 4.1., and the Requisite Lenders are not requesting compensation under such Sections, or (b) the obligation of any Lender to make SOFR Loans or to Continue, or to Convert Base Rate Loans into, SOFR Loans shall be suspended pursuant to Sections 4.1.(c) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 12.6.(c) for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender. Each of the Administrative Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.11. or 4.1.

 

Section 4.6. Treatment of Affected Loans.

If the obligation of any Lender to make SOFR Loans or to Continue, or to Convert Base Rate Loans into, SOFR Loans shall be suspended pursuant to Section 4.1.(c) or Section 4.3. then such Xxxxxx’s SOFR Loans shall be automatically Converted into Base Rate Loans on (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, the last day(s) of the then current Interest Period(s) for such Term SOFR Loans (or, in the case of a Conversion required by Section 4.1.(c) or Section 4.3. on such earlier date as such Lender may specify to the Borrower with a copy to the Administrative Agent) and, in each case unless and until such Xxxxxx gives notice as provided below that the circumstances specified in Section 4.1.(c) or Section 4.3. that gave rise to such Conversion no longer exist:

 

(i) to the extent that such Xxxxxx’s SOFR Loans have been so Converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s SOFR Loans shall be applied instead to its Base Rate Loans; and

 

(ii) all Loans that would otherwise be made or Continued by such Lender as SOFR Loans shall be made or Continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be Converted into SOFR Loans shall remain as Base Rate Loans.

 

If such Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 4.1.(c) or 4.3. that gave rise to the Conversion of such Xxxxxx’s SOFR Loans pursuant to this Section no longer exist (which such Xxxxxx agrees to do promptly upon such circumstances ceasing to exist) at a time when SOFR Loans made by other Lenders are outstanding, then such Xxxxxx’s Base Rate Loans shall be automatically Converted, (I) with respect to any Daily Simple

 

 

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SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Term SOFR Loans, in each case to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding SOFR Loans and by such Lender are held pro rata (as to principal amounts, Types and Interest Periods) in accordance with their respective Commitments.

 

Section 4.7. Change of Lending Office.

Each Lender agrees that it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate an alternate Lending Office with respect to any of its Loans affected by the matters or circumstances described in Sections 3.11., 4.1. or 4.3. to reduce the liability of the Borrower or avoid the results provided thereunder, so long as such designation is not disadvantageous to such Lender as determined by such Lender in its sole discretion, except that such Lender shall have no obligation to designate a Lending Office located in the United States of America.

 

Section 4.8. Assumptions Concerning Funding of SOFR Loans.

Calculation of all amounts payable to a Lender under this Article IV. shall be made as though such Lender had actually funded SOFR Loans through the purchase of deposits in the relevant market bearing interest at the rate applicable to such SOFR Loans in an amount equal to the amount of the SOFR Loans and having a maturity comparable to the relevant Interest Period; provided, however, that each Lender may fund each of its SOFR Loans in any manner it sees fit and the foregoing assumption shall be used only for calculation of amounts payable under this Article IV.

Article V. Conditions Precedent

Section 5.1. Initial Conditions Precedent.

The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction of the following conditions precedent:

 

(a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent:

 

(i) Counterparts of this Agreement executed by each of the parties hereto;

 

(ii) Revolving Notes executed by the Borrower, payable to each Lender and complying with the terms of Section 2.10.(a) executed by the Borrower;

 

(iii) The articles of incorporation, articles of organization, certificate of limited partnership or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party;

 

(iv) A certificate of good standing or certificate of similar meaning with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect;

 

 

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(v) A certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party;

 

(vi) Copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (i) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (ii) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party;

 

(vii) An opinion of counsel to the Loan Parties addressed to the Administrative Agent and the Lenders;

 

(viii) The Fees then due and payable under Section 3.6., and any other Fees payable to the Administrative Agent, the Titled Agents and the Lenders on or prior to the Effective Date, including without limitation, the fees and expenses of counsel to the Administrative Agent;

 

(ix) A Compliance Certificate calculated as of December 31, 2023 (giving pro forma effect to the financing contemplated by this Agreement and the use of the proceeds of the Loans to be funded on the Effective Date);

 

(x) A completed Disbursement Instruction Agreement effective as of the Agreement Date;

 

(xi) Evidence that all indebtedness, liabilities or obligations (other than obligations in respect of Existing Letters of Credit) owing by the Loan Parties under the Existing Credit Agreement shall have been paid in full and all Liens, if any, securing such indebtedness, liabilities or other obligations have been released;

 

(xii) At least five (5) Business Days prior to the Agreement Date, all documentation and other information requested by the Administrative Agent or any Lender or required by regulatory authorities in order for the Administrative Agent and the Lenders to comply with requirements of any Anti-Money Laundering Laws, including the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and any applicable “know your customer” rules and regulations;

 

(xiii) A Beneficial Ownership Certification in relation to the Borrower (or a certification that the Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), in each case at least five (5) Business Days prior to the Agreement Date; and

 

(xiv) such other documents and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; and

 

(b) In the good faith judgment of the Administrative Agent:

 

(i) There shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information

 

 

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contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect;

 

(ii) No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1) result in a Material Adverse Effect or (2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;

 

(iii) The Borrower and its Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1) any Applicable Law or (2) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and

 

(iv) There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Documents.

 

Section 5.2. Conditions Precedent to All Loans and Letters of Credit.

The obligations of the Lenders to make any Loans and of the Issuing Banks to issue Letters of Credit, are all subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.15. would occur after giving effect thereto; (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder; and (c) in the case of the borrowing of Revolving Loans, the Administrative Agent shall have received a timely Notice of Borrowing and in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a timely request for the issuance of such Letter of Credit. Each Credit Event shall constitute a certification by the Borrower to the effect set forth clauses (a) and (b) of the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time such Loan is made or such Letter of Credit is issued that all conditions to the making of such Loan or issuing of such Letter of Credit contained in this Article V. have been satisfied.

 

 

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Section 5.3. Conditions as Covenants.

If the Lenders permit the making of any Loans, or the Issuing Bank issues a Letter of Credit, prior to the satisfaction of all conditions precedent set forth in Sections 5.1. and 5.2., the Borrower shall nevertheless cause such condition or conditions to be satisfied within 5 Business Days after the date of the making of such Loans or the issuance of such Letter of Credit. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a confirmation by such Lender to the Administrative Agent and the other Lenders that insofar as such Lender is concerned the Borrower has satisfied the conditions precedent for initial Loans set forth in Sections 5.1. and 5.2.

 

Article VI. Representations and Warranties

Section 6.1. Representations and Warranties.

In order to induce the Administrative Agent and each Lender to enter into this Agreement and to make Loans and, in the case of the Issuing Bank, to issue Letters of Credit, the Borrower represents and warrants to the Administrative Agent, the Issuing Bank and each Lender as follows:

 

(a) Organization; Power; Qualification. Each of the Borrower, each other Loan Party and each other Subsidiary is a corporation, partnership or other legal entity, duly organized or formed, validly existing and in good standing under the jurisdiction of its incorporation or formation, has the power and authority to own or lease its respective properties and to carry on its respective business as now being and hereafter proposed to be conducted and is duly qualified and is in good standing as a foreign corporation, partnership or other legal entity, and authorized to do business, in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization and where the failure to be so qualified or authorized could reasonably be expected to have, in each instance, a Material Adverse Effect.

 

(b) Ownership Structure. As of the Agreement Date, Part I of Schedule 6.1.(b) is a complete and correct list of all Subsidiaries of the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) the type of legal entity of such Subsidiary, (iii) each Person holding any Equity Interests in such Subsidiary, (iv) the nature of the Equity Interests held by each such Person, (v) the percentage of ownership of such Subsidiary represented by such Equity Interests, and (vi) whether such Subsidiary is a Material Subsidiary and/or an Excluded Subsidiary. Except as disclosed in such Schedule, as of the Agreement Date (A), each of the Borrower and its Subsidiaries owns, free and clear of all Liens, and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Borrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Borrower.

 

(c) Authorization of Agreement, Etc. The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents and the Fee Letter to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and

 

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thereby. The Loan Documents and the Fee Letter to which the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.

 

(d) Compliance of Loan Documents and Fee Letter with Laws, Etc. The execution, delivery and performance of this Agreement, Notes and the other Loan Documents to which the Borrower or any other Loan Party is a party and of the Fee Letter in accordance with their respective terms and the borrowings and other extensions of credit hereunder do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of the Borrower or any other Loan Party, or any indenture, agreement or other instrument to which the Borrower or any other Loan Party is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Borrower or any other Loan Party.

 

(e) Compliance with Law; Governmental Approvals. The Borrower, each Subsidiary and each other Loan Party is in compliance with each Governmental Approval applicable to it and all other Applicable Laws (including without limitation, all Environmental Laws) relating to the Borrower, each Subsidiary or such other Loan Party except for noncompliances which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate, reasonably be expected to cause a Default or Event of Default or have a Material Adverse Effect.

 

(f) Title to Properties; Liens. As of the Agreement Date, Part I of Schedule 6.1.(f) sets forth all of the real property owned or leased by the Borrower, each other Loan Party and each other Subsidiary. Each such Person has good, marketable and legal title to, or a valid leasehold interest in, its respective assets. As of the Agreement Date, there are no Liens against any of the assets of the Borrower, any Subsidiary or any other Loan party except for the Liens existing as of the Agreement Date set forth on Part II of Schedule 6.1.(f) and the other Permitted Liens.

 

(g) Existing Indebtedness; Total Liabilities. Part I of Schedule 6.1.(g) is, as of the Agreement Date, a complete and correct listing of all Indebtedness (including without limitation all Guarantees) of the Borrower and its Subsidiaries, and if such Indebtedness is secured by any Lien, a description of all of the property subject to such Lien. As of the Agreement Date, the Loan Parties and the other Subsidiaries have performed and are in material compliance with all of the terms of such Indebtedness and all instruments and agreements relating thereto, and no default or event of default, or event or condition which with the giving of notice, the lapse of time, or both, would constitute a default or event of default, exists with respect to any such Indebtedness. Part II of Schedule 6.1.(g) is, as of the Agreement Date, a complete and correct listing of all Total Liabilities of the Loan Parties and the other Subsidiaries (excluding any Indebtedness set forth on Part I of such Schedule).

 

(h) Litigation. Except as set forth on Schedule 6.1.(h), there are no actions, suits, investigations or proceedings pending (nor, to the knowledge of the Borrower, are there any actions, suits or proceedings threatened, nor to the knowledge of the Borrower is there any basis therefor) against or in any other way relating adversely to or affecting, the Borrower, any Subsidiary or any other Loan Party or any of their respective property in any court or before any arbitrator of any kind or before or by any other Governmental Authority which, (i) if adversely determined, could reasonably be expected to have a

 

 

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Material Adverse Effect or (ii) in any manner draws into question the validity or enforceability of any Loan Documents or the Fee Letter. There are no strikes, slow downs, work stoppages or walkouts or other labor disputes in progress or threatened relating to the Borrower, any Subsidiary or any other Loan party which could reasonably be expected to have a Material Adverse Effect.

 

(i) Taxes. All federal, state and other tax returns of the Borrower, any Subsidiary or any other Loan Party required by Applicable Law to be filed have been duly filed, and all federal, state and other taxes, assessments and other governmental charges or levies upon the Borrower, any Subsidiary and each other Loan Party and their respective properties, income, profits and assets which are due and payable have been paid, except any such nonpayment or non-filing which is at the time permitted under Section 7.5. As of the Agreement Date, none of the United States income tax returns of the Borrower, its Subsidiaries or any other Loan Party is under audit. All charges, accruals and reserves on the books of the Borrower and each of its Subsidiaries and each other Loan Party in respect of any taxes or other governmental charges are in accordance with GAAP.

 

(j) Financial Statements. The Borrower has furnished to each Lender copies of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries for the fiscal years ended December 31, 2022 and December 31, 2023, and the related audited consolidated statements of operations, shareholders’ equity and cash flow for the fiscal years ended on such dates, with the opinion thereon of Ernst & Young LLP. Such balance sheets and statements (including in each case related schedules and notes) are complete and correct in all material respects and present fairly, in accordance with GAAP consistently applied throughout the periods involved, the consolidated financial position of the Borrower and its consolidated Subsidiaries as at their respective dates and the results of operations and the cash flow for such periods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). Neither the Borrower nor any of its Subsidiaries has on the Agreement Date any material contingent liabilities, liabilities, liabilities for taxes, unusual or long-term commitments or unrealized or forward anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said financial statements.

 

(k) No Material Adverse Change; Solvency. Since December 31, 2023, there has been no event, change, circumstance or occurrence that could reasonably be expected to have a Material Adverse Effect. The Borrower is Solvent and the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.

 

(l) ERISA.

(i) Each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws in all material respects. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter.

 

 

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(ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. The “benefit obligation” of all Plans does not exceed the “fair market value of plan assets” for such Plans by more than $10,000,000 all as determined by and with such terms defined in accordance with FASB ASC 715.

 

(iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the best knowledge of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

 

(m) Not Plan Assets; No Prohibited Transactions. None of the assets of the Borrower, any other Loan Party or any other Subsidiary constitute “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder. Assuming that no Lender funds any amount payable by it hereunder with “plan assets,” as that term is defined in 29 C.F.R. 2510.3-101, the execution, delivery and performance of this Agreement and the other Loan Documents, and the borrowing and repayment of amounts hereunder, do not and will not constitute “prohibited transactions” under ERISA or the Internal Revenue Code.

 

(n) Absence of Default. Neither the Borrower, any Subsidiary nor any other Loan Party is in default under its certificate or articles of incorporation or formation, bylaws, partnership agreement or other similar organizational documents, and no event has occurred, which has not been remedied, cured or waived: (i) which constitutes a Default or an Event of Default; or (ii) which constitutes, or which with the passage of time, the giving of notice, a determination of materiality, the satisfaction of any condition, or any combination of the foregoing, would constitute a default or event of default by the Borrower, any Subsidiary or any other Loan Party under any agreement (other than this Agreement) or judgment, decree or order to which the Borrower or any Subsidiary or other Loan Party is a party or by which the Borrower or any Subsidiary or other Loan Party or any of their respective properties may be bound where such default or event of default could, individually or in the aggregate, have a Material Adverse Effect.

 

(o) Environmental Laws. In the ordinary course of business and from time to time each of the Borrower, its Subsidiaries and the other Loan Parties conducts reviews of the effect of Environmental Laws on its respective business, operations and properties, including without limitation, their respective Properties, in the course of which the Borrower, each Subsidiary and each other Loan Party identifies and evaluates associated actual and potential liabilities and costs (including, without limitation, determining whether any capital or operating expenditures are required for clean-up or closure of properties presently or previously owned, determining whether any capital or operating expenditures are required to achieve or maintain compliance in all material respects with Environmental Laws or required as a condition of any Governmental Approval, any contract, or any related constraints on operating activities, determining whether any costs or liabilities exist in connection with on-site or off-site treatment, storage, handling and disposal of wastes or Hazardous Materials, and determining whether any actual or potential liabilities to third parties, including employees, and any related costs and expenses exist). Each of the Borrower, its Subsidiaries and the other Loan Parties: (i) is in compliance with all Environmental Laws applicable to its business, operations and the Properties, (ii) has obtained all Governmental Approvals which are required under Environmental Laws, and each such Governmental Approval is in full force and effect, and (iii) is in

 

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compliance with all terms and conditions of such Governmental Approvals, where with respect to each of the immediately preceding clauses (i) through (iii) the failure to obtain or to comply with could reasonably be expected to have a Material Adverse Effect. Except for any of the following matters that could not reasonably be expected to have a Material Adverse Effect, the Borrower has no knowledge of, nor has received notice of, any past, present, or pending releases, events, conditions, circumstances, activities, practices, incidents, facts, occurrences, actions, or plans that, with respect to the Borrower, its Subsidiaries and each other Loan Party, their respective businesses, operations or with respect to the Properties, may: (i) cause or contribute to an actual or alleged violation of or noncompliance with Environmental Laws, (ii) cause or contribute to any other potential common‑law or legal claim or other liability, or (iii) cause any of the Properties to become subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law or require the filing or recording of any notice, approval or disclosure document under any Environmental Law and, with respect to the immediately preceding clauses (i) through (iii) is based on or related to the on-site or off-site manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport, removal, clean up or handling, or the emission, discharge, release or threatened release of any wastes or Hazardous Material, or any other requirement under Environmental Law. There is no civil, criminal, or administrative action, suit, demand, claim, hearing, notice, or demand letter, mandate, order, lien, request, investigation, or proceeding pending or, to the Borrower’s knowledge after due inquiry, threatened, against the Borrower, its Subsidiaries or any other Loan Party relating in any way to Environmental Laws which could reasonably be expected to have a Material Adverse Effect. None of the Properties is listed on or proposed for listing on the National Priority List promulgated pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and its implementing regulations, or any state or local priority list promulgated pursuant to any analogous state or local law. To Borrower’s knowledge, no Hazardous Materials generated at or transported from the Properties is or has been transported to, or disposed of at, any location that is listed or proposed for listing on the National Priority List or any analogous state or local priority list, or any other location that is or has been the subject of a clean-up, removal or remedial action pursuant to any Environmental Law, except to the extent that such transportation or disposal could not reasonably be expected to result in a Material Adverse Effect.

 

(p) Investment Company. None of the Borrower, any Subsidiary or any other Loan Party is (i) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or (ii) subject to any other Applicable Law which purports to regulate or restrict its ability to borrow money or obtain other extensions of credit or to consummate the transactions contemplated by this Agreement or to perform its obligations under any Loan Document to which it is a party.

 

(q) Margin Stock. None of the Borrower, any Subsidiary or any other Loan Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System.

 

(r) Affiliate Transactions. Except as permitted by Section 9.10. or as otherwise set forth on Schedule 6.1.(r), neither the Borrower, any Subsidiary nor any other Loan Party is a party to or bound by any agreement or arrangement (whether oral or written) to which any Affiliate of the Borrower, any Subsidiary or any other Loan Party is a party.

 

(s) Intellectual Property. Each of the Borrower, each other Loan Party and each other Subsidiary owns or has the right to use, under valid license agreements or otherwise, all material patents, licenses, franchises, trademarks, trademark rights, trade names, trade name rights, trade secrets and copyrights (collectively, “Intellectual Property”) necessary to the conduct of its businesses as now conducted and as contemplated by the Loan Documents, without known conflict with any patent, license,

 

 

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franchise, trademark, trade secret, trade name, copyright, or other proprietary right of any other Person. The Borrower, each other Loan Party and each other Subsidiary have taken all such steps as they reasonably deem necessary to protect their respective rights under and with respect to such Intellectual Property. No material claim has been asserted by any Person with respect to the use of any Intellectual Property by the Borrower, any other Loan Party or any other Subsidiary, or challenging or questioning the validity or effectiveness of any Intellectual Property. The use of such Intellectual Property by the Borrower, its Subsidiaries and the other Loan Parties, does not infringe on the rights of any Person, subject to such claims and infringements as do not, in the aggregate, give rise to any liabilities on the part of the Borrower, any other Loan Party or any other Subsidiary that could reasonably be expected to have a Material Adverse Effect.

 

(t) Business. As of the Agreement Date, the Borrower and its Subsidiaries are engaged in the business of acquiring, owning, financing, leasing, managing, developing and selling retail, office and industrial real property generally leased to credit-worthy tenants under net leases, together with other business activities incidental thereto.

 

(u) Broker’s Fees. No broker’s or finder’s fee, commission or similar compensation will be payable with respect to the transactions contemplated hereby. No other similar fees or commissions will be payable by any Loan Party for any other services rendered to the Borrower or any of its Subsidiaries ancillary to the transactions contemplated hereby.

 

(v) Accuracy and Completeness of Information. No written information, report or other papers or data (excluding financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any Subsidiary or any other Loan Party in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Borrower, any Subsidiary or any other Loan Party or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. All financial statements furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any Subsidiary or any other Loan Party in connection with or relating in any way to this Agreement, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods. All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any Subsidiary or any other Loan Party that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. As of the Effective Date, no fact is known to the Borrower which has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1.(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders.

 

(w) REIT Status. The Borrower qualifies as a REIT and is in compliance with all requirements and conditions imposed under the Internal Revenue Code to allow the Borrower to maintain its status as a REIT.

 

(x) Unencumbered Assets. As of the Agreement Date, Schedule 6.1.(x) is a correct and complete list of all Unencumbered Assets. Each of the assets included by the Borrower in calculations of Unencumbered Asset Value satisfies all of the requirements contained in the definition of “Unencumbered Asset”.

 

(y) Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions.

 

 

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(a) None of (i) the Borrower, any Subsidiary or, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers, employees or Affiliates, or (ii) any agent or representative of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the facilities set forth in this Agreement, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country, (C) is under administrative, civil or criminal investigation for an alleged violation of, or received notice from or made a voluntary disclosure to any governmental entity regarding a possible violation of, Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions by a governmental authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws, or (D) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.

 

(b) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

(c) Each of the Borrower and its Subsidiaries, and to the knowledge of the Borrower, director, officer, employee, agent and Affiliate of Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions.

 

(d) No proceeds of any Credit Event have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 7.7.

 

(z) Affected Financial Institution. None of the Borrower, any other Loan Party or any other Subsidiary is an Affected Financial Institution.

 

(aa) Beneficial Ownership Certification. As of the Effective Date, all of the information included in the Beneficial Ownership Certification is true and correct.

 

Section 6.2. Survival of Representations and Warranties, Etc.

All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of the Borrower, any Subsidiary or any other Loan Party to the Administrative Agent or any Lender pursuant to or in connection with this Agreement or any of the other Loan Documents (including, but not limited to, any such statement made in or in connection with any amendment thereto or any statement contained in any certificate, financial statement or other instrument delivered by or on behalf of the Borrower prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with closing the transactions contemplated hereby) shall constitute representations and warranties made by the Borrower in favor of the Administrative Agent or any of the Lenders under this Agreement. All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date, the date on which any extension of the Termination Date is effectuated pursuant to Section 2.11. and the date of the occurrence of any Credit Event, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Loans and the issuance of the Letters of Credit.

 

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Article VII. Affirmative Covenants

For so long as this Agreement is in effect, unless the Requisite Lenders (or, if required pursuant to Section 12.7., all of the Lenders) shall otherwise consent in the manner provided for in Section 12.7., the Borrower shall comply with the following covenants:

 

Section 7.1. Preservation of Existence and Similar Matters.

Except as otherwise permitted under Section 9.7., the Borrower shall, and shall cause each Subsidiary and each other Loan Party to, preserve and maintain its respective existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation and qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization and where the failure to be so authorized and qualified could reasonably be expected to have a Material Adverse Effect.

 

Section 7.2. Compliance with Applicable Law.

The Borrower shall, and shall cause each Subsidiary and each other Loan Party to, comply with all Applicable Laws, including the obtaining of all Governmental Approvals, the failure with which to comply could reasonably be expected to have a Material Adverse Effect.

 

Section 7.3. Maintenance of Property.

In addition to the requirements of any of the other Loan Documents, the Borrower shall, and shall cause each Subsidiary and other Loan Party to (a) protect and preserve all of its material properties, including, but not limited to, all Intellectual Property, and maintain in good repair, working order and condition all tangible properties, ordinary wear and tear excepted, and (b) make or cause to be made all needed and appropriate repairs, renewals, replacements and additions to such properties, so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

 

Section 7.4. Insurance.

In addition to the requirements of any of the other Loan Documents, the Borrower shall, and shall cause each Subsidiary and other Loan Party to, maintain insurance (on a full replacement cost basis) with financially sound and reputable insurance companies against such risks and in such amounts as is customarily maintained by Persons engaged in similar businesses or as may be required by Applicable Law, and from time to time deliver to the Administrative Agent upon its request a detailed list, together with copies of all policies of the insurance then in effect if requested, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby. Subject to the requirements of any applicable lease, the Borrower shall, and shall cause its Subsidiaries to, apply any proceeds from such insurance coverage with respect to any Unencumbered Asset to either (i) repair or rebuild the property for which such proceeds are being received, (ii) acquire a substantially equivalent property or (iii) repay Obligations.

 

Section 7.5. Payment of Taxes and Claims.

The Borrower shall, and shall cause each Subsidiary and other Loan Party to, pay and discharge when due (a) all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on any properties of such Person; provided, however, that this Section shall not require the

 

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payment or discharge of any such tax, assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings which operate to suspend the collection thereof and for which adequate reserves have been established on the books of the Borrower, such Subsidiary or such other Loan Party, as applicable, in accordance with GAAP.

 

Section 7.6. Inspections.

The Borrower shall, and shall cause each Subsidiary and other Loan Party to, permit representatives of the Administrative Agent or any Lender to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants (in the Borrower’s presence if an Event of Default does not then exist), all at such reasonable times during business hours and as often as may reasonably be requested and so long as no Event of Default exists, with reasonable prior notice, and at all times subject to the rights of tenants under their respective leases. The Borrower shall be obligated to reimburse the Administrative Agent and the Lenders for their costs and expenses incurred in connection with the exercise of their rights under this Section only if such exercise occurs while a Default or Event of Default exists.

 

Section 7.7. Use of Proceeds; Letters of Credit.

The Borrower shall use the proceeds of Loans and the Letters of Credit only (a) to refinance all of the Indebtedness outstanding under the Existing Credit Agreement and (b) for general corporate purposes of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, use any part of such proceeds (i) to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any such margin stock; provided, however, the Borrower may use proceeds of the Loans and Letters of Credit to purchase the Borrower’s common stock so long as such use will not result in any of the Loans, Letters of Credit or other Obligations being considered to be “purpose credit” directly or indirectly secured by margin stock within the meaning of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System, (ii) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (iii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iv) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

 

Section 7.8. Environmental Matters.

The Borrower shall, and shall cause all of its Subsidiaries and the other Loan Parties to, comply with all Environmental Laws the failure with which to comply could reasonably be expected to have a Material Adverse Effect. The Borrower shall comply, and shall cause each other Loan Party and each other Subsidiary to comply, and the Borrower shall use, and shall cause each other Loan Party and each other Subsidiary to use, commercially reasonable efforts to cause all other Persons occupying, using or present on the Properties to comply, with all Environmental Laws in all material respects. The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, promptly take all actions and pay or arrange to pay all costs necessary for it and for the Properties to comply in all material respects with all Environmental Laws and all Governmental Approvals, including actions to remove and dispose of all Hazardous Materials and to clean up the Properties as required under Environmental Laws. The Borrower shall, and shall cause the Loan Parties and the other Subsidiaries to, promptly take all actions necessary to prevent the imposition of any Liens on any of their respective properties arising out of or related to any

 

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Environmental Laws. Nothing in this Section shall impose any obligation or liability whatsoever on the Administrative Agent or any Lender.

 

Section 7.9. Books and Records.

The Borrower shall, and shall cause each of its Subsidiaries and the other Loan Parties to, maintain books and records pertaining to its respective business operations in such detail, form and scope as is consistent with good business practice and in accordance with GAAP.

 

Section 7.10. Further Assurances.

At the Borrower’s cost and expense and upon request of the Administrative Agent, the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, duly execute and deliver or cause to be duly executed and delivered, to the Administrative Agent such further instruments, documents and certificates, and do and cause to be done such further acts that may be reasonably necessary or advisable in the reasonable opinion of the Administrative Agent to carry out more effectively the provisions and purposes of this Agreement and the other Loan Documents.

 

Section 7.11. New Subsidiaries /Guarantors.

(a) Requirement to Become Guarantor. A Subsidiary shall be required to become a Guarantor within 15 calendar days of the satisfaction of all of the following: (i) either (x) such Subsidiary owns an Unencumbered Asset or other asset the value of which is included in the determination of Unencumbered Asset Value or (y) such Subsidiary directly or indirectly owns any Equity Interest in a Subsidiary described in the preceding clause (x), and (ii) such Subsidiary incurs or suffers to exist any Indebtedness that is not Nonrecourse Indebtedness; provided that the preceding clause (ii) shall not apply to (A) a Guarantee by NNN REIT, LP (“NNNLP”) of customary exceptions to Nonrecourse Indebtedness of a Subsidiary of NNNLP for fraud, misapplication of funds, environmental indemnities, and other similar customary exceptions to nonrecourse liability (but not exceptions relating to bankruptcy, insolvency, receivership or other similar events) so long as the obligations of NNNLP in respect of such Guarantee are contingent and (B) Guarantees by NNNLP of Indebtedness of its Subsidiaries so long as the aggregate outstanding principal amount of such Indebtedness does not exceed $30,000,000 at any time. Within 15 calendar days thereof, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement (or if the Guaranty is not in effect, a Guaranty) executed by the Subsidiary described in clause (i) and, (ii) the items that would have been delivered under Sections 5.1.(a)(iii) through (vii), and (xii) through (xiv) as if such Subsidiary had been a Guarantor on the Effective Date.

 

(b) [Reserved.]

 

(c) Release of a Guarantor. The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iii) the Administrative Agent shall have received such written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release; and (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party are true and correct in all material respects on and as of the date of such request with the same force and effect as if made on and as the date of such request except to the extent that such

 

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representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Credit Agreement or the other Loan Documents. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

 

Section 7.12. REIT Status.

The Borrower shall at all times maintain its status as a REIT.

 

Section 7.13. Exchange Listing.

The Borrower shall maintain at least one class of common shares of the Borrower having trading privileges on the New York Stock Exchange or the American Stock Exchange or which is the subject of price quotations in the over‑the‑counter market as reported by the National Association of Securities Dealers Automated Quotation System.

 

Section 7.14. Compliance with Anti-Corruption Laws; Beneficial Ownership Regulation, Anti-Money Laundering Laws and Sanctions.

The Borrower shall, and shall cause each Subsidiary and each other Loan Party to, (a) maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, (b) notify the Administrative Agent and each Lender that previously received a Beneficial Ownership Certification (or a certification that the Borrower qualifies for an express exclusion to the “legal entity customer” definition under the Beneficial Ownership Regulation) of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (c) promptly upon the reasonable request of the Administrative Agent or any Lender, provide the Administrative Agent or directly to such Lender, as the case may be, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

 

 

Article VIII. Information

For so long as this Agreement is in effect, unless the Requisite Lenders (or, if required pursuant to Section 12.7., all of the Lenders) shall otherwise consent in the manner set forth in Section 12.7., the Borrower shall furnish to the Administrative Agent for distribution to each of the Lenders:

 

Section 8.1. Quarterly Financial Statements.

As soon as available and in any event within 5 days after the same is required to be filed with the Securities and Exchange Commission (but in no event later than 45 days after the end of each of the first, second and third fiscal quarters of the Borrower commencing with the fiscal quarter ending March 31, 2024), the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such period and the related unaudited consolidated statements of earnings, and cash flows of the Borrower and its Subsidiaries for such period, setting forth in each case in comparative form the figures as of the end of and for the corresponding periods of the previous fiscal year, all of which shall be certified by the chief

 

 

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executive officer or chief financial officer of the Borrower, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the date thereof and the results of operations for such period (subject to normal year‑end audit adjustments).

 

Section 8.2. Year‑End Statements.

As soon as available and in any event within 5 days after the same is required to be filed with the Securities and Exchange Commission (but in no event later than 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024), the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of earnings, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which shall be certified by (a) the chief executive officer or chief financial officer of the Borrower, in his or her opinion, to present fairly, in accordance with GAAP in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the date thereof and the results of operations for such period and (b) independent certified public accountants of recognized national standing acceptable to the Administrative Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Requisite Lenders and who shall have authorized the Borrower to deliver such financial statements and certification thereof to the Administrative Agent and the Lenders pursuant to this Agreement.

 

Section 8.3. Compliance Certificate; Additional Information.

At the time financial statements are furnished pursuant to Sections 8.1. and 8.2., a certificate substantially in the form of Exhibit K (a “Compliance Certificate”) executed by the chief financial officer of the Borrower: (a) setting forth in reasonable detail as at the end of such quarterly accounting period, fiscal year, or other fiscal period, as the case may be, the calculations required to establish whether or not the Borrower was in compliance with the covenants contained in Sections 9.1., 9.2. and 9.4. and (b) stating that, to the best of his or her knowledge, information and belief after due inquiry, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such event, condition or failure. Together with any Compliance Certificate delivered with financial statements furnished pursuant to Sections 8.1. and 8.2., the Borrower shall deliver reports, in form and detail satisfactory to the Administrative Agent, setting forth and all Unencumbered Assets at the end of such fiscal quarter.

 

Section 8.4. Other Information.

(a) Management Reports. Promptly upon receipt thereof, copies of all management reports, if any, submitted to the Borrower or its Board of Directors by its independent public accountants;

 

(b) Securities Filings. Promptly upon, and in any event within 5 Business Days of the filing thereof, copies of all registration statements (excluding the exhibits thereto (unless requested by the Administrative Agent) and any registration statements on Form S‑8 or its equivalent), reports on Forms 10‑K, 10‑Q and 8‑K (or their equivalents) and all other periodic reports which the Borrower, any Subsidiary or any other Loan Party shall file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor) or any national securities exchange;

 

(c) Shareholder Information; Press Releases. Promptly upon the mailing thereof to the shareholders of the Borrower generally, copies of all financial statements, reports and proxy statements so

 

 

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mailed and promptly upon the issuance thereof copies of all press releases issued by the Borrower, any Subsidiary or any other Loan Party;

 

(d) Projections. No later than December 31 of each fiscal year of the Borrower ending prior to the Termination Date (or by the end of each fiscal quarter of the Borrower ending prior to the Termination Date upon the Administrative Agent’s request), projected balance sheets, operating statements, profit and loss projections and cash flow budgets (including sources and uses of cash in form and content reasonably satisfactory to the Administrative Agent) of the Borrower and its Subsidiaries on a consolidated basis for the period of four consecutive fiscal quarters immediately following such fiscal year end or fiscal quarter end, as applicable, prepared on a quarterly basis and all itemized in reasonable detail. The foregoing shall be accompanied by pro forma calculations, together with detailed assumptions, required to establish whether or not the Borrower, and when appropriate its consolidated Subsidiaries, is projected to be in compliance with the covenants contained in Sections 9.1. at the end of each fiscal quarter of the next succeeding fiscal year. Such projected consolidated financial statements shall represent the reasonable best estimate by the Borrower of the future financial performance of the Borrower and its Subsidiaries for the periods set forth therein and shall be prepared on the basis of assumptions set forth therein, which the Borrower believes are fair and reasonable as of the date of preparation in light of current and reasonably foreseeable business conditions (it being understood that actual results may differ from those set forth in such projected financial statements).

 

(e) ERISA. If any ERISA Event shall occur that individually, or together with any other ERISA Event that has occurred, could reasonably be expected to have a Material Adverse Effect, a certificate of the chief executive officer or chief financial officer of the Borrower setting forth details as to such occurrence and the action, if any, which the Borrower or applicable member of the ERISA Group is required or proposes to take;

 

(f) Litigation. To the extent the Borrower, any other Loan Party or any other Subsidiary is aware of the same, prompt notice of the commencement of any proceeding or investigation by or before any Governmental Authority and any action or proceeding in any court or other tribunal or before any arbitrator against or in any other way relating adversely to, or adversely affecting, the Borrower, any other Loan Party or any other Subsidiary or any of their respective properties, assets or businesses which, if determined or resolved adversely to such Person, could reasonably be expected to have a Material Adverse Effect, and prompt notice of the receipt of notice that any United States income tax returns of any Loan Party or any other Subsidiary are being audited;

 

(g) Modification of Organizational Documents. A copy of any material amendment to the certificate or articles of incorporation, bylaws, partnership agreement or other similar organizational documents of the Borrower or any other Loan Party promptly upon, and in any event within 15 Business Days after, the effectiveness thereof;

 

(h) Change of Management or Financial Condition. Prompt notice of any material change in the executive management of the Borrower, any Subsidiary or any other Loan Party and any change in the business, assets, liabilities, condition (financial or otherwise), results of operations or business prospects of the Borrower, any Subsidiary or any other Loan Party which has had or could reasonably be expected to have a Material Adverse Effect;

 

(i) Default. Notice of the occurrence of any Default or Event of Default promptly upon a Responsible Officer of the Borrower, any other Loan Party or any other Subsidiary obtaining knowledge thereof;

 

 

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(j) Judgments. Prompt notice of any order, judgment or decree in excess of $25,000,000 having been entered against the Borrower, any Subsidiary or any other Loan Party or any of their respective properties or assets;

 

(k) Notice of Violations of Law. Prompt notice if the Borrower, any Subsidiary or any other Loan Party shall receive any notification from any Governmental Authority alleging a violation of any Applicable Law, or any inquiry with respect to any matters, in either case which could reasonably be expected to have a Material Adverse Effect;

 

(l) Material Asset Sales. Prompt notice of the sale, transfer or other disposition of any assets having a book value or fair market value in excess of $100,000,000 in the aggregate of the Borrower, any Subsidiary or any other Loan Party to any Person other than the Borrower, any Subsidiary or any other Loan Party;

 

(m) Ratings Change. Promptly, and in any event within 2 Business Days of any change in the Borrower’s Credit Rating, a certificate stating that the Borrower’s Credit Rating has changed and providing the new Credit Rating that is in effect;

 

(n) USA Patriot Act, Anti-Money Laundering Laws, and Anti-Corruption Laws Information. Promptly upon the request thereof, such other information and documentation required under applicable “know your customer” rules and regulations, the USA Patriot Act (Title III of Pub. L. 107-56) or any applicable Anti-Money Laundering Laws or Anti-Corruption Laws, in each case as from time to time reasonably requested by the Administrative Agent or any Lender;

 

(o) Notice of Violation of Environmental Laws. Promptly, and in any event within 3 Business Days after the Borrower receives any of the following notices, the Borrower shall provide the Administrative Agent with a copy of such notice if the matters referenced in such notice either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect: (i) the Borrower, any Loan Party or any other Subsidiary shall receive notice that any violation of or noncompliance with any Environmental Law has or may have been committed or is threatened; (ii) the Borrower, any Loan Party or any other Subsidiary shall receive notice that any administrative or judicial complaint, order or petition has been filed or other proceeding has been initiated, or is about to be filed or initiated against any such Person alleging any violation of or noncompliance with any Environmental Law or requiring any such Person to take any action in connection with the release or threatened release of Hazardous Materials; (iii) the Borrower, any Loan Party or any other Subsidiary shall receive any notice from a Governmental Authority or private party alleging that any such Person may be liable or responsible for any costs associated with a response to, or remediation or cleanup of, a release or threatened release of Hazardous Materials or any damages caused thereby; or (iv) the Borrower, any Loan Party or any other Subsidiary shall receive notice of any other fact, circumstance or condition that could reasonably be expected to form the basis of an environmental claim;

 

(p) Derivatives Termination Value. Promptly upon the request of the Administrative Agent, the Derivatives Termination Value in respect of any Specified Derivatives Contract from time to time outstanding; and

 

(q) Other Information. From time to time and promptly upon each request, such data, certificates, reports, statements, opinions of counsel, documents or further information regarding any Property or the business, assets, liabilities, financial condition, results of operations or business prospects of the Borrower, any of its Subsidiaries, or any other Loan Party as the Administrative Agent or any Lender may reasonably request.

 

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Section 8.5. Electronic Delivery of Certain Information.

(a) Documents required to be delivered pursuant to the Loan Documents shall be delivered by electronic communication and delivery, including, the Internet, e-mail or intranet websites to which the Administrative Agent and each Lender have access (including a commercial, third-party website such as xxx.Xxxxx.xxx <xxxx://xxx.Xxxxx.xxx> or a website sponsored or hosted by the Administrative Agent or the Borrower) provided that the foregoing shall not apply to (A) notices to any Lender (or the Issuing Bank) pursuant to Article II. and (B) any Lender that has notified the Administrative Agent or Borrower that it cannot or does not want to receive electronic communications. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic delivery pursuant to procedures approved by it for all or particular notices or communications. Documents or notices delivered electronically shall be deemed to have been delivered 24 hours after the date and time on which the Administrative Agent or the Borrower posts such documents or the documents become available on a commercial website and the Administrative Agent or the Borrower notifies each Lender of said posting and provides a link thereto provided if such notice or other communication is not sent or posted during the normal business hours of the recipient, said posting date and time shall be deemed to have commenced as of 9:00 a.m. on the opening of business on the next business day for the recipient. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the certificate required by Section 8.3. to the Administrative Agent and shall deliver paper copies of any documents to the Administrative Agent or to any Lender that requests such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. Except for the certificates required by Section 8.3., the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents delivered electronically, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery. Each Lender shall be solely responsible for requesting delivery to it of paper copies and maintaining its paper or electronic documents.

 

(b) Documents required to be delivered pursuant to Article II. may be delivered electronically to a website provided for such purpose by the Administrative Agent pursuant to the procedures provided to the Borrower by the Administrative Agent.

 

Section 8.6. Public/Private Information.

The Borrower shall cooperate with the Administrative Agent in connection with the publication of certain materials and/or information provided by or on behalf of the Borrower. Documents required to be delivered pursuant to the Loan Documents shall be delivered by or on behalf of the Borrower to the Administrative Agent and the Lenders (collectively, “Information Materials”) pursuant to this Article and shall designate Information Materials (a) that are either available to the public or not material with respect to the Borrower and its Subsidiaries or any of their respective securities for purposes of United States federal and state securities laws, as “Public Information” and (b) that are not Public Information as “Private Information”. Notwithstanding anything to the contrary in this Section, any Information Materials provided without any designation shall be deemed to be “Private Information” for all purposes hereunder.

 

Section 8.7. USA Patriot Act; Anti-Money Laundering Laws.

The Administrative Agent and each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56) or any other Anti-Money Laundering Laws, each of them is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender to identify each Loan Party in accordance with the USA Patriot Act (Title III of Pub. L. 107-56) or such Anti-Money Laundering Laws.

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Article IX. Negative Covenants

For so long as this Agreement is in effect, unless the Requisite Lenders (or, if required pursuant to Section 12.7., all of the Lenders) shall otherwise consent in the manner set forth in Section 12.7., the Borrower shall comply with the following covenants:

 

Section 9.1. Financial Covenants.

The Borrower shall not permit:

 

(a) Maximum Leverage Ratio. The ratio of (i) Total Liabilities to (ii) Total Asset Value, to exceed 0.60 to 1.00 at any time; provided, however, that if such ratio is greater than 0.60 to 1.00 but is not greater than 0.65 to 1.00, then the Borrower shall be deemed to be in compliance with this subsection (a) so long as (i) the Borrower completed a Material Acquisition which resulted in such ratio (after giving effect to such Material Acquisition) exceeding 0.60 to 1.00 during the fiscal quarter in which such ratio first exceeded 0.60 to 1.00, (ii) such ratio does not exceed 0.60 to 1.00 for a period of more than three consecutive fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Borrower has not maintained compliance with this subsection (a) in reliance on this proviso more than two times during the term of this Agreement and (iv) such ratio is not greater than 0.65 to 1.00 at any time. For purposes of calculating the ratio contained in this subsection (a) only, as of any date of determination “Total Liabilities” shall be adjusted by deducting therefrom the lesser of (x) the amount of unrestricted cash and cash equivalents in excess of $30,000,000 and (y) the amount of Total Liabilities that matures within 24 months of such date of determination (such lesser amount is referred to as the “Total Liabilities Adjustment”). If, as of any date of determination, Total Liabilities is adjusted as set forth in the preceding sentence, then, as of such date of determination, “Total Asset Value” shall be reduced by an amount equal to the Total Liabilities Adjustment.

 

(b) Minimum Fixed Charge Ratio. The ratio of (i) EBITDA of the Borrower and its Subsidiaries for the period of four consecutive fiscal quarters of the Borrower most recently ended to (ii) Fixed Charges for such period, to be less than 1.50 to 1.00 at any time.

 

(c) Unencumbered Asset Ratio. The ratio of (i) Unencumbered Asset Value to (ii) Unsecured Indebtedness of the Borrower and its Subsidiaries, to be less than 1.67 to 1.00 at any time; provided, however, that if such ratio is less than 1.67 to 1.00 but is not less than 1.54 to 1.00, then the Borrower shall be deemed to be in compliance with this subsection (c) so long as (i) the Borrower completed a Material Acquisition which resulted in such ratio (after giving effect to such Material Acquisition) being less than 1.67 to 1.00 during the fiscal quarter in which such ratio first was less than 1.67 to 1.00, (ii) such ratio is not less than 1.67 to 1.00 for a period of more than three consecutive fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Borrower has not maintained compliance with this subsection (c) in reliance on this proviso more than two times during the term of this Agreement and (iv) such ratio is not less than 1.54 to 1.00 at any time. For purposes of this subsection (c), during any period that the ratio of Total Liabilities to Total Asset Value is greater than 0.50 to 1.00, the amount of Secured Indebtedness of the Borrower and its Subsidiaries that is not Nonrecourse Indebtedness in excess of 5.00% of Total Asset Value shall be deemed to be Unsecured Indebtedness.

 

(d) Unencumbered Interest Ratio. The ratio of (i) Unencumbered NOI for the period of four consecutive fiscal quarters of the Borrower most recently ended to (ii) Interest Expense in respect of Unsecured Indebtedness of the Borrower and its Subsidiaries for such period, to be less than 1.75 to 1.00 at any time.

 

 

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(e) [Reserved].

 

(f) Maximum Secured Indebtedness Ratio. The ratio of (i) Secured Indebtedness of the Borrower and its Subsidiaries to (ii) Total Asset Value, to exceed 0.40 to 1.00 at any time. For purposes of calculating the ratio contained in this subsection (f) only, as of any date of determination, “Secured Indebtedness” shall be adjusted by deducting therefrom the lesser of (x) the amount of unrestricted cash and cash equivalents in excess of $30,000,000 and (y) the amount of Secured Indebtedness that matures within 24 months of such date of determination (such lesser amount is referred to as the “Secured Indebtedness Adjustment”). If, as of any date of determination, Secured Indebtedness is adjusted as set forth in the preceding sentence, then, as of such date of determination, Total Asset Value shall be reduced by an amount equal to the Secured Indebtedness Adjustment.

 

(g) Revenues from Ground Leases. The ratio (expressed as a percentage) of (i) the aggregate income of the Borrower and its Subsidiaries from properties leased by the Borrower and its Subsidiaries (as lessees) under ground leases for any fiscal quarter ending during the term of this Agreement to (ii) Gross Lease Revenues for such fiscal quarter, to exceed 7.50%.

 

Section 9.2. Restricted Payments.

If any Event of Default exists, the Borrower shall not, and shall not permit any Subsidiary to, declare or make any Restricted Payment other than cash distributions to its shareholders during any fiscal year in an aggregate amount not to exceed the minimum amount necessary for the Borrower to remain in compliance with Section 7.12. If an Event of Default specified in Section 10.1.(a), Section 10.1.(b), Section 10.1.(f) or Section 10.1.(g) exists or, if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 10.2.(a), the Borrower shall not, and shall not permit any Subsidiary to, make any Restricted Payments to any Person whatsoever other than to the Borrower or any Wholly Owned Subsidiary.

 

Section 9.3. Indebtedness.

The Borrower shall not, and shall not permit any Subsidiary or any other Loan Party to, incur, assume, or otherwise become obligated in respect of any Indebtedness after the Agreement Date if immediately prior to the assumption, incurring or becoming obligated in respect thereof, or immediately thereafter and after giving effect thereto, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.

 

Section 9.4. [Reserved].

Section 9.5. Conduct of Business.

The Borrower shall not, and shall not permit any Subsidiary or any other Loan Party to, engage in any type of business except as described in Section 6.1.(t).

 

Section 9.6. Liens; Negative Pledges; Other Matters.

(a) The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in

 

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existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.

 

(b) The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in (i) an agreement (x) evidencing Indebtedness which the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.3., (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; or (ii) an agreement relating to the sale of a Subsidiary or assets pending such sale, provided that in any such case the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale.

 

(c) The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Borrower or any Subsidiary; (iii) make loans or advances to the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Borrower or any other Subsidiary.

 

Section 9.7. Merger, Consolidation, Sales of Assets and Other Arrangements.

The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to: (i) enter into any transaction of merger or consolidation; (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); or (iii) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, whether now owned or hereafter acquired; provided, however, that:

 

(a) any of the actions described in the immediately preceding clauses (i) through (iii) may be taken with respect to any Subsidiary or any other Loan Party (other than the Borrower) so long as immediately prior to the taking of such action, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence;

 

(b) the Borrower, each Subsidiary and each other Loan Party may sell, transfer or dispose of assets among themselves;

 

(c) the Borrower, its Subsidiaries and the other Loan Parties may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business; and

 

(d) a Person may merge with and into the Borrower, any Subsidiary or any Loan Party so long as (i) the Borrower, such Subsidiary or such Loan Party, as applicable, is the survivor of such merger, (ii) immediately prior to such merger, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, and (iii) the Borrower shall have given the Administrative Agent and the Lenders at least 10 Business Days’ prior written notice of such merger (except that such prior notice shall not be required in the case of the merger of a Subsidiary with and into the Borrower).

 

If, as a result of the consummation of any transaction described in the immediately preceding clause (a) or (b), a Person would become a Subsidiary that has assets having a book value or fair market value in excess of $75,000,000 in the aggregate and that is not an Excluded Subsidiary, the Borrower shall not permit the consummation of such transaction unless the items described in Section 7.11. (a) are delivered to the Administrative Agent at the time of the consummation of such transaction.

 

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Section 9.8. Fiscal Year.

The Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, change its fiscal year from that in effect as of the Agreement Date.

 

Section 9.9. Modifications of Organizational Documents.

The Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document without the prior written consent of the Administrative Agent and the Requisite Lenders if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

 

Section 9.10. Transactions with Affiliates.

The Borrower shall not permit to exist or enter into, and shall not permit any of its Subsidiaries or any other Loan Party to permit to exist or enter into, any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower, such Subsidiary or such Loan Party, except (a) as set forth on Schedule 6.1.(r), (b) transactions between and among the Borrower and its Wholly Owned Subsidiaries or (c) transactions in the ordinary course of and pursuant to the reasonable requirements of the business of the Borrower, such Subsidiary, or such Loan Party and upon fair and reasonable terms which are no less favorable to the Borrower, such Subsidiary, or such Loan Party than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate. Notwithstanding the forgoing, no payments may be made with respect to any items set forth on such Schedule 6.1.(r) if a Default or Event of Default exists or would result therefrom.

 

Section 9.11. ERISA Exemptions.

The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, permit any of its respective assets to become or be deemed to be “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder. The Borrower shall not cause or permit to occur, and shall not permit any other member of the ERISA Group to cause or permit to occur, any ERISA Event if such ERISA Event could reasonably be expected to have a Material Adverse Effect.

 

Section 9.12. Environmental Matters.

The Borrower shall not, and shall not permit its Subsidiaries or any other Loan Party or any other Person to, use, generate, discharge, emit, manufacture, handle, process, store, release, transport, remove, dispose of or clean up any Hazardous Materials on, under or from the Properties in violation of any Environmental Law the violation of which could reasonably be expected to have a Material Adverse Effect. Nothing in this Section shall impose any obligation or liability whatsoever on the Administrative Agent or any Lender.

 

Section 9.13. Derivatives Contracts.

The Borrower shall not, and shall not permit any Subsidiary or any other Loan Party, to enter into or become obligated in respect of, Derivatives Contracts, other than Derivatives Contracts entered into by the Borrower, Loan Party or such Subsidiary in the ordinary course of business and which establish a hedge

 

 

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in respect of liabilities, commitments or assets held or reasonably anticipated by the Borrower, a Loan Party or other Subsidiary.

 

Article X. Default

Section 10.1. Events of Default.

Each of the following shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of Applicable Law or pursuant to any judgment or order of any Governmental Authority:

 

(a) Default in Payment of Principal. The Borrower shall fail to pay when due (whether upon demand, at maturity, by reason of acceleration or otherwise) the principal of any of the Loans, or any Reimbursement Obligation.

 

(b) Default in Payment of Interest and Other Obligations. The Borrower shall fail to pay when due any interest on any of the Loans or any of the other payment Obligations owing by the Borrower under this Agreement or any other Loan Document, or any other Loan Party shall fail to pay when due any payment Obligation owing by such other Loan Party under any Loan Document to which it is a party, and such failure shall continue for a period of 5 Business Days.

 

(c) Default in Performance.

 

(i) The Borrower shall fail to perform or observe any term, covenant, condition or agreement on its part to be performed or observed and contained in Section 8.4.(i) or in Article IX.; or

 

(ii) The Borrower or any other Loan Party shall fail to perform or observe any term, covenant, condition or agreement contained in this Agreement or any other Loan Document to which it is a party and not otherwise mentioned in this Section and, in the case of this clause (ii) only, such failure shall continue for a period of 30 calendar days after the earlier of (x) the date upon which a Responsible Officer of the Borrower or any other Loan Party obtains knowledge of such failure or (y) the date upon which the Borrower has received written notice of such failure from the Administrative Agent.

 

(d) Material Misrepresentations. Any written statement, representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan Party under this Agreement or under any other Loan Document, or any amendment hereto or thereto, or in any other writing or statement at any time furnished or made or deemed made by or on behalf of the Borrower or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender, shall at any time prove to have been incorrect or misleading, in light of the circumstances in which made or deemed made, in any material respect when furnished or made or deemed made.

 

(e) Indebtedness Cross‑ Default.

 

(i) The Borrower, any Subsidiary or any other Loan Party shall fail to pay when due and payable, after the expiration of any applicable notice and cure period, the principal of, or interest on, any Indebtedness (other than the Loans) having an aggregate outstanding principal amount of (or, in the case of any Derivatives Contract, having, without regard to the effect of any close-out netting provision, a Derivatives Termination Value) of $100,000,000 or more (“Material Debt”); or

 

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(ii) (x) The maturity of any Material Debt shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Debt or (y) any Material Debt shall have been required to be prepaid or repurchased prior to the stated maturity thereof; or

 

(iii) Any other event exists, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Debt, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Debt or require any such Material Debt to be prepaid or repurchased prior to its stated maturity; or

 

(iv) As a result of any Loan Party’s failure to perform or observe any term, covenant, condition or agreement contained in any Derivatives Contract, such Derivatives Contract is terminated and the Derivatives Termination Value owed by such Loan Party as a result thereof is $50,000,000 or more.

 

(f) Voluntary Bankruptcy Proceeding. The Borrower, any other Loan Party or any Subsidiary to which more than five percent (5%) of Total Asset Value is attributable in the aggregate shall: (i) commence a voluntary case under the Bankruptcy Code or other federal bankruptcy laws (as now or hereafter in effect); (ii) file a petition seeking to take advantage of any other Applicable Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding‑up, or composition or adjustment of debts; (iii) consent to, or fail to contest in a timely and appropriate manner, any petition filed against it in an involuntary case under such bankruptcy laws or other Applicable Laws or consent to any proceeding or action described in the immediately following subsection; (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign; (v) admit in writing its inability to pay its debts as they become due; (vi) make a general assignment for the benefit of creditors; (vii) make a conveyance fraudulent as to creditors under any Applicable Law; or (viii) take any corporate or partnership action for the purpose of effecting any of the foregoing.

 

(g) Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced against the Borrower, any other Loan Party or any Subsidiary to which more than five percent (5%) of Total Asset Value is attributable in the aggregate in any court of competent jurisdiction seeking: (i) relief under the Bankruptcy Code or other federal bankruptcy laws (as now or hereafter in effect) or under any other Applicable Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding‑up, or composition or adjustment of debts; or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such Person, or of all or any substantial part of the assets, domestic or foreign, of such Person, and in the case of either clause (i) or (ii) such case or proceeding shall continue undismissed or unstayed for a period of 60 consecutive calendar days, or an order granting the remedy or other relief requested in such case or proceeding against the Borrower, such Subsidiary or such other Loan Party(including, but not limited to, an order for relief under such Bankruptcy Code or such other federal bankruptcy laws) shall be entered.

(h) Litigation; Enforceability. The Borrower or any other Loan Party shall (or shall attempt to) disavow, revoke or terminate (or attempt to terminate) any Loan Document to which it is a party or the Fee Letter or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of any Loan Document or the Fee Letter or any Loan Document or the Fee Letter shall cease to be in full force and effect (except as a result of the express terms thereof).

 

 

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(i) Judgment. A judgment or order for the payment of money or for an injunction shall be entered against the Borrower, any Subsidiary or any other Loan Party, by any court or other tribunal and (i) such judgment or order shall continue for a period of 30 days without being paid, stayed or dismissed through appropriate appellate proceedings and (ii) either (A) the amount of such judgment or order for which insurance has not been acknowledged in writing by the applicable insurance carrier (or the amount as to which the insurer has denied liability) exceeds, individually or together with all other such outstanding judgments or orders entered against the Borrower, such Subsidiaries and such other Loan Parties, $50,000,000 or (B) in the case of an injunction or other non-monetary judgment, such judgment could reasonably be expected to have a Material Adverse Effect.

 

(j) Attachment. A warrant, writ of attachment, execution or similar process shall be issued against any property of the Borrower, any Subsidiary or any other Loan Party which exceeds, individually or together with all other such warrants, writs, executions and processes, $100,000,000 in amount and such warrant, writ, execution or process shall not be discharged, vacated, stayed or bonded for a period of 30 days; provided, however, that if a bond has been issued in favor of the claimant or other Person obtaining such warrant, writ, execution or process, the issuer of such bond shall execute a waiver or subordination agreement in form and substance satisfactory to the Administrative Agent pursuant to which the issuer of such bond subordinates its right of reimbursement, contribution or subrogation to the Obligations and waives or subordinates any Lien it may have on the assets of any Loan Party.

 

(k) ERISA.

 

(i) Any ERISA Event shall have occurred that results or could reasonably be expected to result in liability to any member of the ERISA Group aggregating in excess of $25,000,000; or

 

(ii) The “benefit obligation” of all Plans exceeds the “fair market value of plan assets” for such Plans by more than $25,000,000, all as determined, and with such terms defined, in accordance with FASB ASC 715.

(l) Loan Documents. An Event of Default (as defined therein) shall occur under any of the other Loan Documents;

 

(m) Change of Control.

 

(i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35.0% of the total voting power of the then outstanding voting stock of the Borrower; or

 

(ii) During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12‑month period constituted the Board of Directors of the Borrower (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Borrower then in office.

 

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Section 10.2. Remedies Upon Event of Default.

Upon the occurrence of an Event of Default the following provisions shall apply:

 

(a) Acceleration; Termination of Facilities.

 

(i) Automatic. Upon the occurrence of an Event of Default specified in Sections 10.1.(f) or 10.1.(g), (1)(A) the principal of, and all accrued interest on, the Loans and the Notes at the time outstanding, (B) an amount equal to the Stated Amount of all Letters of Credit outstanding as of the date of the occurrence of such Event of Default for deposit into the Collateral Account pursuant to Section 10.6. and (C) all of the other Obligations of the Borrower, including, but not limited to, the other amounts owed to the Lenders, the Issuing Bank and the Administrative Agent under this Agreement, the Notes or any of the other Loan Documents shall become immediately and automatically due and payable by the Borrower without presentment, demand, protest, or other notice of any kind, all of which are expressly waived by the Borrower, and (2) all of the Commitments, the obligation of the Lenders to make Revolving Loans hereunder and the obligation of the Issuing Bank to issue Letters of Credit hereunder, shall all immediately and automatically terminate.

 

(ii) Optional. If any other Event of Default shall exist, the Administrative Agent may, and at the direction of the Requisite Lenders shall: (1) declare (A) the principal of, and accrued interest on, the Loans and the Notes at the time outstanding, (B) an amount equal to the Stated Amount of all Letters of Credit outstanding as of the date of the occurrence of such other Event of Default for deposit into the Collateral Account pursuant to Section 10.6. and (C) all of the other Obligations, including, but not limited to, the other amounts owed to the Lenders, the Issuing Bank and the Administrative Agent under this Agreement, the Notes or any of the other Loan Documents to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower, and (2) terminate the Commitments and the obligation of the Lenders to make Loans hereunder and the obligation of the Issuing Bank to issue Letters of Credit hereunder.

 

(b) Loan Documents. The Requisite Lenders may direct the Administrative Agent to, and the Administrative Agent if so directed shall, exercise any and all of its rights under any and all of the other Loan Documents.

 

(c) Applicable Law. The Requisite Lenders may direct the Administrative Agent to, and the Administrative Agent if so directed shall, exercise all other rights and remedies it may have under any Applicable Law.

 

(d) Appointment of Receiver. To the extent permitted by Applicable Law, the Administrative Agent and the Lenders shall be entitled to the appointment of a receiver for the assets and properties of the Borrower and its Subsidiaries, without notice of any kind whatsoever and without regard to the adequacy of any security for the Obligations or the solvency of any party bound for its payment, to take possession of all or any portion of the business operations of the Borrower and its Subsidiaries and to exercise such power as the court shall confer upon such receiver.

 

(e) Specified Derivatives Contract Remedies. Notwithstanding any other provision of this Agreement or other Loan Document, each Specified Derivatives Provider shall have the right, with the prompt notice to the Administrative Agent, but without the approval or consent of or other action by the Administrative Agent or the Lenders, and without limitation of other remedies available to such Specified Derivatives Provider under contract or Applicable Law, to undertake any of the following: (a) to declare

 

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an event of default, termination event or other similar event under any Specified Derivatives Contract and to create an “Early Termination Date” (as defined therein) in respect thereof, (b) to determine net termination amounts in respect of any and all Specified Derivatives Contracts in accordance with the terms thereof, and to set off amounts among such contracts, (c) to set off or proceed against deposit account balances, securities account balances and other property and amounts held by such Specified Derivatives Provider pursuant to any Derivatives Support Document, including any “Posted Collateral” (as defined in any credit support annex including in any such Derivatives Support Document to which such Specified Derivatives Provider may be a party), and (d) to prosecute any legal action against the Borrower, any Loan Party or other Subsidiary to enforce or collect net amounts owing to such Specified Derivatives Provider pursuant to any Specified Derivatives Contract.

 

Section 10.3. Remedies Upon Default.

Upon the occurrence of a Default specified in Section 10.1.(g), the Commitments shall immediately and automatically terminate.

 

Section 10.4. Marshaling; Payments Set Aside.

None of the Administrative Agent, the Issuing Bank, any Lender or any Specified Derivatives Provider shall be under any obligation to marshal any assets in favor of any Loan Party or any other party or against or in payment of any or all of the Guaranteed Obligations. To the extent that any Loan Party makes a payment or payments to the Administrative Agent and/or the Issuing Bank and/or any Lender and/or any Specified Derivatives Provider, or the Administrative Agent and/or the Issuing Bank and/or any Lender and/or any Specified Derivatives Provider enforce their security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the Obligations or Specified Derivatives Obligations, or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

 

Section 10.5. Allocation of Proceeds.

If an Event of Default exists and maturity of any of the Obligations has been accelerated or the Termination Date has occurred, all payments received by the Administrative Agent under any of the Loan Documents, in respect of the Guaranteed Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority:

 

(a) to payment of that portion of the Guaranteed Obligations due to the Administrative Agent, the Issuing Bank and the Lenders in respect of expenses due under Section 12.2. until paid in full, and then Fees;

 

(b) to payment of that portion of the Guaranteed Obligations constituting interest on all Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders and Issuing Banks in proportion to the respective amounts described in this clause (b) payable to them;

 

(c) payments of that portion of the Guaranteed Obligations constituting unpaid principal of all Loans, Reimbursement Obligations and Letter of Credit Liabilities, and payment obligations then owing under Specified Derivatives Contracts, to be applied for the ratable benefit

 

 

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of the Lenders, the Issuing Banks and Specified Derivatives Providers, as the case may be, in proportion to the respective amounts described in this clause (c) payable to them;

 

(d) amounts to be deposited into the Collateral Account in respect of Letters of Credit;

 

(e) amounts due to the Administrative Agent, the Lenders, the Issuing Banks and any Specified Derivatives Provider pursuant to Sections 10.7. and 12.10.;

 

(h) payments of all other Guaranteed Obligations and all other amounts due and owing by the Borrower and the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Administrative Agent, the Issuing Banks, the Lenders and the Specified Derivatives Providers; and

 

(i) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

 

Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XI. for itself and its Affiliates as if a “Lender” party hereto. Excluded Swap Obligations with respect to the Guarantor shall not be paid with amounts received from the Guarantor or the Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocations otherwise set forth above in this Section.

 

Section 10.6. Collateral Account.

(a) As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities, the Borrower hereby pledges and grants to the Administrative Agent, for the benefit of the Administrative Agent, the Issuing Bank and the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account established pursuant to the requirements of Section 2.12. and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Letter of Credit Liabilities until applied by the Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.12.

 

(b) Amounts on deposit in the Collateral Account shall be invested and reinvested by the Administrative Agent in such Cash Equivalents as the Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Administrative Agent, provided, that all earnings on such investments will be credited to and retained in the Collateral Account. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords other funds deposited with the Administrative Agent, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account.

 

 

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(c) If an Event of Default exists, the Administrative Agent may (and, if instructed by the Requisite Lenders, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such investments and reinvestments and credit the proceeds thereof to the Collateral Account and apply or cause to be applied such proceeds and any other balances in the Collateral Account to the payment of any of the Letter of Credit Liabilities due and payable.

 

(d) So long as no Default or Event of Default exists, the Administrative Agent shall, from time to time, at the request of the Borrower, deliver to the Borrower within 10 Business Days after the Administrative Agent’s receipt of such request from the Borrower, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate amount of Letter of Credit Liabilities at such time. When all of the Obligations shall have been indefeasibly paid in full and no Letters of Credit remain outstanding, the Administrative Agent shall deliver to the Borrower, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Collateral Account.

 

(e) The Borrower shall pay to the Administrative Agent from time to time such fees as the Administrative Agent normally charges for similar services in connection with the Administrative Agent’s administration of the Collateral Account and investments and reinvestments of funds therein.

 

Section 10.7. Performance by Administrative Agent.

If the Borrower shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, the Administrative Agent may perform or attempt to perform such covenant, duty or agreement on behalf of the Borrower after the expiration of any cure or grace periods set forth herein. In such event, the Borrower shall, at the request of the Administrative Agent, promptly pay any amount reasonably expended by the Administrative Agent in such performance or attempted performance to the Administrative Agent, together with interest thereon at the applicable Post-Default Rate from the date of such expenditure until paid. Notwithstanding the foregoing, neither the Administrative Agent nor any Lender shall have any liability or responsibility whatsoever for the performance of any obligation of the Borrower under this Agreement or any other Loan Document.

 

Section 10.8. Rights Cumulative.

The rights and remedies of the Administrative Agent, the Issuing Bank, the Lenders and the Specified Derivatives Providers under this Agreement, each of the other Loan Documents, the Fee Letter and Specified Derivatives Contracts shall be cumulative and not exclusive of any rights or remedies which any of them may otherwise have under Applicable Law. In exercising their respective rights and remedies the Administrative Agent, the Issuing Bank, the Lenders and the Specified Derivatives Providers may be selective and no failure or delay by the Administrative Agent, the Issuing Bank, any of the Lenders or any of the Specified Derivatives Providers in exercising any right shall operate as a waiver of it, nor shall any single or partial exercise of any power or right preclude its other or further exercise or the exercise of any other power or right.

 

Article XI. The Administrative Agent

Section 11.1. Appointment and Authorization.

Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as contractual representative on such Xxxxxx’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation

 

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of the foregoing, each Lender authorizes and directs the Administrative Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing, the use of the terms “Agent”, “Administrative Agent”, “agent” and similar terms in the Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, use of such terms is merely a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Administrative Agent shall deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and other documents delivered to the Administrative Agent pursuant to Article VIII. that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

 

Section 11.2. Administrative Agent’s Reliance.

Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or not taken by it under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent: may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (a) makes any warranty or representation to any Lender, the Issuing Bank or any other Person and shall be responsible to any Lender, the Issuing Bank or any other Person for any statement, warranty or representation made or deemed made by the Borrower, any other Loan Party or any other Person in or in connection with this Agreement or any other Loan Document; (b) shall have any duty to ascertain or to

 

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inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other Person; (c) shall be responsible to any Lender or the Issuing Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any Collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders, the Issuing Bank and the Specified Derivatives Providers in any such Collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (e) shall incur any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone, telecopy or electronic mail) believed by it to be genuine and signed, sent or given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

 

Section 11.3. Notice of Events of Default.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Administrative Agent has received notice from a Lender or the Borrower referring to this Agreement, describing with reasonable specificity such Default or Event of Default and stating that such notice is a “notice of default.” If any Lender (excluding the Lender which is also serving as the Administrative Agent) becomes aware of any Default or Event of Default, it shall promptly send to the Administrative Agent such a “notice of default”. Further, if the Administrative Agent receives such a “notice of default,” the Administrative Agent shall give prompt notice thereof to the Lenders.

 

Section 11.4. Xxxxx Fargo as Lender.

Xxxxx Fargo, as a Lender or as a Specified Derivatives Provider, as the case may be, shall have the same rights and powers under this Agreement and any other Loan Document and under any Specified Derivatives Contract, as the case may be, as any other Lender or Specified Derivatives Provider and may exercise the same as though it were not the Administrative Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Xxxxx Fargo in each case in its individual capacity. Xxxxx Fargo and its affiliates may each accept deposits from, maintain deposits or credit balances for, invest in, lend money to, act as trustee under indentures of, serve as financial advisor to, and generally engage in any kind of business with the Borrower, any other Loan Party or any other affiliate thereof as if it were any other bank and without any duty to account therefor to the Issuing Bank, other Lenders, or any other Specified Derivatives Providers. Further, the Administrative Agent and any affiliate may accept fees and other consideration from the Borrower for services in connection with this Agreement or any Specified Derivatives Contract, or otherwise without having to account for the same to the Issuing Bank, the other Lenders or any other Specified Derivatives Providers. The Issuing Bank and the Lenders acknowledge that, pursuant to such activities, Xxxxx Fargo or its affiliates may receive information regarding the Borrower, other Loan Parties, other Subsidiaries and other Affiliates (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them.

 

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Section 11.5. Approvals of Lenders.

All communications from the Administrative Agent to any Lender requesting such Lender’s determination, consent, approval or disapproval (a) shall be given in the form of a written notice to such Lender, (b) shall be accompanied by a description of the matter or issue as to which such determination, approval, consent or disapproval is requested, or shall advise such Lender where information, if any, regarding such matter or issue may be inspected, or shall otherwise describe the matter or issue to be resolved, (c) shall include, if reasonably requested by such Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to the Administrative Agent by the Borrower in respect of the matter or issue to be resolved, and (d) shall include the Administrative Agent’s recommended course of action or determination in respect thereof. Unless a Lender shall give written notice to the Administrative Agent that it specifically objects to the recommendation or determination of the Administrative Agent within 10 Business Days (or such lesser or greater period as may be specifically required under the express terms of the Loan Documents) of receipt of such communication, such Lender shall be deemed to have conclusively approved of or consented to such recommendation or determination.

 

Section 11.6. Lender Credit Decision, Etc.

Each of the Lenders and the Issuing Bank expressly acknowledges and agrees that neither the Administrative Agent, the Sustainability Structuring Agent nor any of its officers, directors, employees, agents, counsel, attorneys‑in‑fact or other affiliates has made any representations or warranties as to the financial condition, operations, creditworthiness, solvency or other information concerning the business or affairs of the Borrower, any other Loan Party, any Subsidiary or any other Person to the Issuing Bank or such Lender and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower, any other Loan Party or any other Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by the Administrative Agent to the Issuing Bank or any Lender. Each of the Lenders and the Issuing Bank acknowledges that it has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby, independently and without reliance upon the Administrative Agent, the Sustainability Structuring Agent, any other Lender or counsel to the Administrative Agent, the Sustainability Structuring Agent or any of their respective officers, directors, employees, agents or counsel, and based on the financial statements of the Borrower, the other Loan Parties, the other Subsidiaries and any other Affiliates thereof, and inquiries of such Persons, its independent due diligence of the business and affairs of the Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate. Each of the Lenders and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, any other Lender or counsel to the Administrative Agent or any of their respective officers, directors, employees and agents, and based on such review, advice, documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under the Loan Documents. Neither the Administrative Agent nor the Sustainability Structuring Agent shall be required to keep itself informed as to the performance or observance by the Borrower or any other Loan Party of the Loan Documents or any other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, the Borrower, any other Loan Party or any other Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders and the Issuing Bank by the Administrative Agent or the Sustainability Structuring Agent under this Agreement or any of the other Loan Documents, neither the Administrative Agent nor the Sustainability Structuring Agent shall have a duty or responsibility to provide any Lender or the Issuing Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Borrower, any other Loan Party or any other Affiliate thereof which may come into possession of the

 

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Administrative Agent, the Sustainability Structuring Agent or any of their respective officers, directors, employees, agents, attorneys‑in‑fact or other Affiliates. Each of the Lenders and the Issuing Bank acknowledges that the Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent and is not acting as counsel to any Lender or the Issuing Bank.

 

Section 11.7. Indemnification of Administrative Agent.

Regardless of whether the transactions contemplated by this Agreement and the other Loan Documents are consummated, each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Xxxxxx’s respective Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Administrative Agent (in its capacity as Administrative Agent but not as a “Lender”) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for any portion of such Indemnifiable Amounts to the extent resulting from the Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions of the Requisite Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limiting the generality of the foregoing, each Xxxxxx agrees to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any out‑of‑pocket expenses (including the reasonable fees and expenses of the counsel to the Administrative Agent) incurred by the Administrative Agent in connection with the preparation, negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Administrative Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws. Such out‑of‑pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion that the Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

 

Section 11.8. Successor Administrative Agent.

The Administrative Agent may (i) resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower or (ii) be removed as Administrative Agent under the Loan Documents, if the Administrative Agent is a Defaulting Lender, by all of the Lenders (other than the Lender then acting as the Administrative Agent), provided that no Default or Event of Default exists, with the written consent of the Borrower (not to be unreasonably withheld or delayed), in each case, upon not less than 30 days’ prior written notice to the Administrative Agent. Upon

 

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any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within 30 days after the current Administrative Agent’s giving of notice of resignation, then the current Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the current Administrative Agent, and the current Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Such successor Administrative Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Administrative Agent, in either case, to assume effectively the obligations of the current Administrative Agent with respect to such Letters of Credit. After any Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its affiliates by giving the Borrower and each Lender prior written notice.

 

Section 11.9. Titled Agents.

Each of the “Joint Lead Arrangers”, the “Joint Bookrunners”, the “Syndication Agent”, “Documentation Agent” and the “Sustainability Structuring Agent” (each a “Titled Agent”) in each such respective capacity, assumes no responsibility or obligation hereunder, including, without limitation, for servicing, enforcement or collection of any of the Loans, nor any duties as an agent hereunder for the Lenders. The titles given to the Titled Agents are solely honorific and imply no fiduciary responsibility on the part of the Titled Agents to the Administrative Agent, any Lender, the Borrower or any other Loan Party and the use of such titles does not impose on the Titled Agents any duties or obligations greater than those of any other Lender or entitle the Titled Agents to any rights other than those to which any other Lender is entitled.

 

Section 11.10. Erroneous Payments.

(a) Each Lender, each Issuing Bank and any other party hereto hereby severally agrees that if (i) the Administrative Agent notifies (which such notice shall be conclusive absent manifest error) such Lender or Issuing Bank or any other Person that has received funds from the Administrative Agent or any of its Affiliates, either for its own account or on behalf of a Lender or Issuing Bank (each such recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion that any funds received by such Payment Recipient were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) or (ii) any Payment Recipient receives any payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been made (any such amounts specified in clauses (i) or (ii)

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of this Section 11.10(a), whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”), then, in each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment; provided that nothing in this Section shall require the Administrative Agent to provide any of the notices specified in clauses (i) or (ii) above. Each Payment Recipient agrees that it shall not assert any right or claim to any Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(b) Without limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause (a)(ii) above, it shall promptly notify the Administrative Agent in writing of such occurrence.

(c) In the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and upon demand from the Administrative Agent such Payment Recipient shall (or, shall cause any Person who received any portion of an Erroneous Payment on its behalf to), promptly, but in all events no later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds and in the currency so received, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient or an Affiliate of a Payment Recipient (such unrecovered amount as to such Lender, an “Erroneous Payment Return Deficiency”), then at the sole discretion of the Administrative Agent and upon the Administrative Agent’s written notice to such Lender (i) such Lender shall be deemed to have made a cashless assignment of the full face amount of the portion of its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) to the Administrative Agent or, at the option of the Administrative Agent, the Administrative Agent’s applicable lending affiliate in an amount that is equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) plus any accrued and unpaid interest on such assigned amount, without further consent or approval of any party hereto and without any payment by the Administrative Agent or its applicable lending affiliate as the assignee of such Erroneous Payment Deficiency Assignment. Without limitation of its rights hereunder, the Administrative Agent may cancel any Erroneous Payment Deficiency Assignment at any time by written notice to the applicable assigning Lender and upon such revocation all of the Loans assigned pursuant to such Erroneous Payment Deficiency Assignment shall be reassigned to such Lender without any requirement for payment or other consideration. The parties hereto acknowledge and agree that (1) any assignment contemplated in this clause (d) shall be made without any requirement for any payment or other consideration paid by the applicable assignee or received by the assignor, (2) the provisions of this clause (d) shall govern in the event of any conflict with the terms and conditions of Section 12.6. and (3) the Administrative Agent may reflect such assignments in the Register without further consent or action by any other Person.

 

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(e) Each party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent (1) shall be subrogated to all the rights of such Payment Recipient with respect to such amount and (2) is authorized to set off, net and apply any and all amounts at any time owing to such Payment Recipient under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under this Section 11.10. or under the indemnification provisions of this Agreement, (y) the receipt of an Erroneous Payment by a Payment Recipient shall not for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction of any Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of making a payment on the Obligations and (z) to the extent that an Erroneous Payment was in any way or at any time credited as payment or satisfaction of any of the Obligations, the Obligations or any part thereof that were so credited, and all rights of the Payment Recipient, as the case may be, shall be reinstated and continue in full force and effect as if such payment or satisfaction had never been received.

(f) Each party’s obligations under this Section 11.10. shall survive the resignation or replacement of the Administrative Agent or any transfer of right or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

(g) Nothing in this Section 11.10. will constitute a waiver or release of any claim of any party hereunder arising from any Payment Recipient’s receipt of an Erroneous Payment.

Section 11.11. Specified Derivatives Contracts.

No Specified Derivatives Provider that obtains the benefits of Section 10.5. by virtue of the provisions hereof or of any Loan Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of any Loan Document other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Specified Derivatives Contracts unless the Administrative Agent has received written notice of such Specified Derivatives Contracts, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider.

 

Article XII. Miscellaneous

Section 12.1. Notices.

Unless otherwise provided herein (including without limitation as provided in Section 8.5.), communications provided for hereunder shall be in writing and shall be mailed, telecopied, or delivered as follows:

 

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If to the Borrower:

 

NNN REIT, Inc.

000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000

Orlando, Florida 32801

Attention: Chief Financial Officer

Telecopy Number: (000) 000-0000

Telephone Number: (000) 000-0000

 

With a copy to:

 

NNN REIT, Inc.

000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000

Orlando, Florida 32801

Attention: General Counsel

Telecopy Number: (000) 000-0000

Telephone Number: (000) 000-0000

 

If to the Administrative Agent:

 

Xxxxx Fargo Bank, National Association

000 Xxxxx Xxxxx Xxxxxx, 00xx Floor

Charlotte, NC 28202

Attn: Xxxxxxx X. Xxxxx

Telephone: (000) 000-0000

Email: Xxxxxxx.X.Xxxxx@xxxxxxxxxx.xxx

 

If to the Administrative Agent under Article II.:

 

Xxxxx Fargo Bank, National Association

000 Xxxxx 0xx Xx., 0xx Xxxxx

Minneapolis, Minnesota 55415

Attention: Xxxxx Xxxxxxxx

Telephone: 000-000-0000

Email: xxxxx.xxxxxxxx0@xxxxxxxxxx.xxx

 

If to Xxxxx Fargo Securities, LLC, as the Sustainability Structuring Agent:

 

Xxxxx Fargo Bank, National Association

00 Xxxxxx Xxxxx, 00xx Floor

New York, New York 10001

Attention: Xxxx Xxxxxxx

Telephone: 000-000-0000

Email: xxxx.xxxxxxx@xxxxxxxxxx.xxx

 

If to Xxxxx Fargo, as an Issuing Bank:

 

Xxxxx Fargo Bank, National Association

000 Xxxxx 0xx Xx., 0xx Xxxxx

Minneapolis, Minnesota 55415

Attention: Xxxxx Xxxxxxxx

 

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Telephone: 000-000-0000

Email: xxxxx.xxxxxxxx0@xxxxxxxxxx.xxx

 

If to Bank of America, as an Issuing Bank:

 

Bank of America, N.A.

One Fleet Way

PA6-580-02-30

Scranton, PA 18507-1999

Attention: Standby Letter Of Credit Unit

Telephone: 000-000-0000

Email: xxxxxxxx_xxxxxxx_xx@xxxx.xxx

 

If to any other Lender:

 

To such Xxxxxx’s address or telecopy number as set forth in the Administrative Questionnaire.

 

or, as to each party at such other address as shall be designated by such party in a written notice to the other parties delivered in compliance with this Section; provided, a Lender or the Issuing Bank shall only be required to give notice of any such other address to the Administrative Agent and the Borrower. All such notices and other communications shall be effective (i) if mailed, upon the first to occur of receipt or the expiration of 3 days after the deposit in the United States Postal Service mail, postage prepaid and addressed to the address of the Borrower or the Administrative Agent, the Issuing Bank and Lenders at the addresses specified; (ii) if telecopied, when transmitted; (iii) if hand delivered, when delivered; or (iv) if delivered in accordance with Section 8.5. to the extent applicable; provided, however, that, in the case of the immediately preceding clauses (i), (ii) and (iii), non-receipt of any communication as of the result of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication. Notwithstanding the immediately preceding sentence, all notices or communications to the Administrative Agent, the Issuing Bank or any Lender under Articles II. shall be effective only when actually received. None of the Administrative Agent, the Issuing Bank or any Lender shall incur any liability to the Borrower (nor shall the Administrative Agent incur any liability to the Lenders) for acting upon any telephonic notice referred to in this Agreement which the Administrative Agent, the Issuing Bank or such Lender, as the case may be, believes in good faith to have been given by a Person authorized to deliver such notice or for otherwise acting in good faith hereunder.

 

Section 12.2. Expenses.

The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Sustainability Structuring Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of, and any amendment, supplement or modification to, any of the Loan Documents (including due diligence expenses and travel expenses relating to closing), and the consummation of the transactions contemplated thereby, including the reasonable fees and disbursements of counsel to the Administrative Agent and the Sustainability Structuring Agent and costs and expenses in connection with the use of IntraLinks, Inc., SyndTrak or other similar information transmission systems in connection with the Loan Documents, (b) to pay or reimburse the Issuing Bank all out-of-pocket costs and expenses incurred by the Issuing Bank in connection with any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent, the Sustainability Structuring Agent, the Issuing Bank and the Lenders for all their costs and expenses incurred in connection with the enforcement or preservation of any rights under the Loan Documents and the Fee Letter, including the reasonable fees and disbursements of their respective counsel (including the allocated fees and expenses of in-house counsel) and any payments

 

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in indemnification or otherwise payable by the Lenders to the Administrative Agent pursuant to the Loan Documents, (d) to pay, and indemnify and hold harmless the Administrative Agent, the Sustainability Structuring Agent, the Issuing Bank and the Lenders from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of any of the Loan Documents, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Loan Document and (e) to the extent not already covered by any of the preceding subsections, to pay the fees and disbursements of counsel to the Administrative Agent, the Sustainability Structuring Agent, the Issuing Bank and any Lender incurred in connection with the representation of the Administrative Agent, the Sustainability Structuring Agent, the Issuing Bank or such Lender in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Sections 10.1.(f) or 10.1.(g), including, without limitation (i) any motion for relief from any stay or similar order, (ii) the negotiation, preparation, execution and delivery of any document relating to the Obligations and (iii) the negotiation and preparation of any debtor‑in‑possession financing or any plan of reorganization of the Borrower or any other Loan Party, whether proposed by the Borrower, such Loan Party, the Lenders or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceeding.

 

Section 12.3. Stamp, Intangible and Recording Taxes.

The Borrower shall pay any and all stamp, excise, intangible, registration, recordation and similar taxes, fees or charges and shall indemnify the Administrative Agent and each Lender against any and all liabilities with respect to or resulting from any delay in the payment or omission to pay any such taxes, fees or charges, which may be payable or determined to be payable in connection with the execution, delivery, recording, performance or enforcement of this Agreement, the Notes and any of the other Loan Documents, the amendment, supplement, modification or waiver of or consent under this Agreement, the Notes or any of the other Loan Documents or the perfection of any rights or Liens under this Agreement, the Notes or any of the other Loan Documents.

 

Section 12.4. Setoff.

Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Administrative Agent, each Lender, the Issuing Bank and each Participant is hereby authorized by the Borrower, at any time or from time to time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender, the Issuing Bank or a Participant subject to receipt of the prior written consent of the Administrative Agent and the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, the Issuing Bank, such Lender, such Participant or any affiliate of the Administrative Agent, the Issuing Bank or such Lender, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2., and although such obligations shall be contingent or unmatured.

 

Section 12.5. Litigation; Jurisdiction; Other Matters; Waivers.

(a) EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG THE BORROWER, THE ADMINISTRATIVE AGENT,

 

 

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THE ISSUING BANK OR ANY OF THE LENDERS WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE LENDERS, THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE BORROWER HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT, THE NOTES, OR ANY OTHER LOAN DOCUMENT OR THE FEE LETTER OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS OF ANY KIND OR NATURE RELATING TO ANY OF THE LOAN DOCUMENTS.

 

(b) EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND EACH LENDER HEREBY AGREES THAT THE FEDERAL DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN OF NEW YORK, NEW YORK SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG THE BORROWER, THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY OF THE LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, THE LOANS AND LETTERS OF CREDIT, THE NOTES OR ANY OTHER LOAN DOCUMENT OR THE FEE LETTER OR TO ANY MATTER ARISING HEREFROM OR THEREFROM. THE BORROWER, THE ISSUING BANK AND EACH OF THE LENDERS EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER OR THE ENFORCEMENT BY THE ADMINISTRATIVE AGENT OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

 

(c) THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS, THE TERMINATION OR EXPIRATION OF ALL LETTERS OF CREDIT AND THE TERMINATION OF THIS AGREEMENT.

 

Section 12.6. Successors and Assigns.

(a) Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that the Borrower may not assign or otherwise transfer any of is rights or obligations under this Agreement without the prior written consent of all Lenders (and any such assignment or transfer to which all of the Lenders have not consented shall be null and void).

 

(b) Participations. Any Lender may at any time grant to an affiliate of such Lender, or one or more banks, financial institutions or other Persons (other than the Borrower or any of the Borrower’s Affiliates, a Defaulting Lender, or a natural person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person)) (each a “Participant”) participating

 

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interests in its Commitment or the Obligations owing to such Lender. Except as otherwise provided in Section 12.4. or as otherwise expressly stated herein, no Participant shall have any rights or benefits under this Agreement or any other Loan Document. In the event of any such grant by a Lender of a participating interest to a Participant, such Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Xxxxxx’s rights and obligations under this Agreement. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided, however, such Lender may agree with the Participant that it will not, without the consent of the Participant, agree to (i) increase such Lender’s Commitment, (ii) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (iii) reduce the rate at which interest is payable thereon, or (iv) release any Guarantor from its obligations under the Guaranty except as contemplated by Section 7.11.(c). An assignment or other transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection (b). The Borrower agrees that each Participant shall be entitled to the benefits of Section 3.11., 4.1. and 4.4 (subject to the requirements and limitations therein, including the requirements under Section 3.11.(g) (it being understood that the documentation required under Section 3.11.(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided that such Participant shall not be entitled to receive any greater payment under Sections 3.11., 4.1. and 4.4., with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Regulatory Change that occurs after the Participant acquired the applicable participation. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 12.4. as though it were a Lender; provided that such Participant agrees to be subject to Section 3.3. as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

 

(c) Assignments. Any Lender may with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default exists, the Borrower (which consent, in each case, shall not be unreasonably withheld or delayed; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its Commitment and its other rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent of the Borrower or the Administrative Agent shall be required in the case of any assignment to another Lender or to any affiliate of a Lender, (ii) any partial assignment shall be in an amount at least equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof and after giving effect to such assignment the assigning Xxxxxx retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate

 

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outstanding principal balance, of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof, (iii) if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof) and (iv) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.

 

(d) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Principal Office a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

 

(e) Federal Reserve Bank Assignments. In addition to the assignments and participations permitted under the foregoing provisions of the Section, and without the need to comply with any of the formal or procedural requirements of this Section, any Lender may at any time and from time to time, pledge and assign all or any portion of its rights under all or any of the Loan Documents to a Federal Reserve Bank; provided that no such pledge of assignment shall release such Lender from its obligations thereunder. No such pledge or assignment shall release the assigning Lender from its obligations hereunder.

 

(f) Information to Assignee, Etc. A Lender may furnish any information concerning the Borrower, any Subsidiary or any other Loan Party in the possession of such Lender from time to time to Assignees and Participants (including prospective Assignees and Participants).

 

Section 12.7. Amendments and Waivers.

(a) Generally. Except as otherwise expressly provided in this Agreement (including Section 4.2.(b)), (i) any consent or approval required or permitted by this Agreement or in any other Loan Document to be given by the Lenders may be given, (ii) any term of this Agreement or of any other Loan Document may be amended, (iii) the performance or observance by the Borrower or any other Loan Party of any terms of this Agreement or such other Loan Document may be waived, and (iv) the existence of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Requisite Lenders (or the Administrative

 

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Agent at the written direction of the Requisite Lenders), and, in the case of an amendment to any Loan Document, the written consent of each Loan Party which is party thereto.

 

(b) Certain Requisite Lender Consents. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by the Requisite Lenders (which must include Xxxxx Fargo at all times during which Xxxxx Fargo is acting as Administrative Agent and the Commitment Percentage of Xxxxx Fargo is not less than ten percent (10.0%)) amend the financial covenants set forth in Section 9.1. or any of the definitions related thereto or waive any Default or Event of Default resulting from a breach of any of the financial covenants set forth in Section 9.1.

 

(c) Consent of Affected Lenders. Notwithstanding the foregoing but subject to Section 3.10.(a), no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders directly affected thereby (or the Administrative Agent at the written direction of such Lenders), do any of the following:

 

(i) increase or extend the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 12.6.) or subject the Lenders to any additional obligations except for any increases contemplated under Section 2.14.

 

(ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, any Loans or other Obligations;

 

(iii) reduce the amount of any Fees payable to the Lenders hereunder;

 

(iv) postpone any date fixed for any payment of principal of, or interest on, any Loans or for the payment of Fees or any other Obligations, or extend the expiration date of any Letter of Credit beyond the Termination Date except in accordance with Section 2.11.;

 

(v) amend or otherwise modify the provisions of Section 3.2., Section 3.3. or Section 10.5.;

 

(vi) change the definitions of Commitment Percentage;

 

(vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section;

 

(viii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof;

 

(vix) release any Guarantor from its obligations under the Guaranty except as contemplated by Section 7.11.(c);

 

(x) waive a Default or Event of Default under Section 10.1.(a) or (b);

 

(xi) amend, or waive the Borrower’s compliance with, Section 2.15.; or

 

(xii) amend, or waive a Default or Event of Default under Section 10.1.(m).

 

(d) Amendment of Administrative Agent’s Duties, Etc. No amendment, waiver or consent unless in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove

 

 

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to take such action, shall affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents. No amendment, waiver or consent unless in writing and signed by the Sustainability Structuring Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Sustainability Structuring Agent under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.3. or the obligations of the Issuing Bank under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Issuing Bank. Any amendment, waiver or consent with respect to any Loan Document that (i) diminishes the rights of a Specified Derivatives Provider in a manner or to an extent dissimilar to that affecting the Lenders or (ii) increases the liabilities or obligations of a Specified Derivatives Provider shall, in addition to the Lenders required hereinabove to take such action, require the consent of the Lender that is (or having an Affiliate that is) such Specified Derivatives Provider. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon and any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose set forth therein. No course of dealing or delay or omission on the part of the Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Any Event of Default occurring hereunder shall continue to exist until such time as such Event of Default is waived in writing in accordance with the terms of this Section, notwithstanding any attempted cure or other action by the Borrower, any other Loan Party or any other Person subsequent to the occurrence of such Event of Default. Except as otherwise explicitly provided for herein or in any other Loan Document, no notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.

 

(e) Conforming Changes. Notwithstanding anything to the contrary in this Section 12.7., the Administrative Agent may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents or to enter into additional Loan Documents in order to implement any Benchmark Replacement or any Conforming Changes or otherwise effectuate the terms of Section 4.2.(b) in accordance with the terms of Section 4.2.(b).

 

(f) ESG Adjustments.

 

(i) Prior to the 12 month anniversary of the Effective Date (or, upon the request of the Borrower and with the consent of the Administrative Agent and the Requisite Lenders prior to such date, such later date not to exceed the 24 month anniversary of the Effective Date), the Borrower, in consultation with the Sustainability Structuring Agent, may in its sole discretion seek to establish specified key performance indicators with respect to certain environmental, social and governance (“ESG”) goals of the Borrower and its Subsidiaries (such indicators, “ESG KPI Metrics”) and thresholds or targets with respect thereto (in either case, such thresholds or targets, “SPTs”). The Administrative Agent and the Borrower (each acting reasonably and in consultation with the Sustainability Structuring Agent) may propose an amendment to this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPI Metrics, the SPTs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Any such ESG Amendment shall become effective upon (i) receipt by the Lenders of a lender presentation in regard to the KPI Metrics and SPTs from the Borrower no later than five (5) Business Days before the proposed effective date of such proposed ESG Amendment, (ii) the posting of such proposed ESG Amendment to all Lenders and the Borrower, (iii) the identification, and engagement at the Borrower’s cost and expense, of a sustainability assurance provider, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrower and its Affiliates and (iv) the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Borrowers, the Administrative Agent and Lenders comprising at least the Requisite Lenders. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPI Metrics and SPTs, certain adjustments (increase, decrease

 

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or no adjustment) (such adjustments, the “ESG Applicable Rate Adjustments”) to the otherwise applicable Applicable Margin may be made; provided that (x) the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or an increase of more than 0.020% in the Applicable Margin during any fiscal year, which pricing adjustments shall be applied in accordance with the terms as further described in the ESG Pricing Provisions and (y) in no event shall any Applicable Margin be less than zero (the provisions of this proviso, the “Sustainability Adjustment Limitations”). For the avoidance of doubt, the ESG Applicable Rate Adjustments shall not be cumulative year-over-year and shall only apply until the date on which the next adjustment is due to take place. The KPI Metrics, the Borrower’s performance against the KPI Metrics, and any related ESG Applicable Rate Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the KPI Metrics in a manner that is aligned with the Sustainability Linked Loan Principles, including with respect to the selection, setting, calculation, certification and measurement thereof. Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Borrower, the Administrative Agent and the Requisite Lenders so long as such modification does not have the effect of (1) increasing or decreasing the Sustainability Adjustment Limitations set forth in the ESG Amendment or (2) reducing any Applicable Margin to less than zero.

 

(ii) The Borrower, the Sustainability Structuring Agent, the Administrative Agent and the Lenders agree that neither the Loans nor the Commitments are, nor shall be, a deemed sustainability-linked loan unless and until the effectiveness of any ESG Amendment. Prior to the effectiveness of an ESG Amendment, the Borrower will not publish any materials or statements (including on any website of the Borrower, in the financial statements or annual reports of the Borrower or in any press release or public announcement issued by the Borrower) which refer to this Agreement being a sustainability-linked loan.

 

(iii) Other than (i) increasing or decreasing the Sustainability Adjustment Limitations or (ii) reducing any Applicable Margin to less than zero (which, for the avoidance of doubt, shall be subject to the written consent of “each Lender affected thereby”, in accordance with Section 12.7(c)), this Section 12.7(f) shall supersede any other clause or provision in Section 12.7 to the contrary, including any provision of Section 12.7(c) requiring the consent of “each Lender affected thereby”, for reductions in interest rates or fees payable thereunder.

 

Section 12.8. Nonliability of Administrative Agent and Lenders.

The relationship between the Borrower, on the one hand, and the Lenders and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. Neither the Administrative Agent, the Sustainability Structuring Agent nor any Lender shall have any fiduciary responsibilities to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, the Sustainability Structuring Agent or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, the Sustainability Structuring Agent, nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations.

 

Section 12.9. Confidentiality.

Except as otherwise provided by Applicable Law, the Administrative Agent, the Issuing Bank and each Lender shall utilize all information obtained pursuant to the requirements of this Agreement that has been designated, or deemed to be, “Private Information” in accordance with Section 8.6. in accordance with

 

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its customary procedure for handling confidential information of this nature and in accordance with safe and sound banking practices but in any event may make disclosure: (a) to any of their employees, any of their respective affiliates, and any of their affiliates’ respective employees (provided any such Person shall agree to keep such information confidential in accordance with the terms of this Section); (b) as reasonably requested by any bona fide Assignee, Participant or other transferee in connection with the contemplated transfer of any Commitment or participations therein as permitted hereunder (provided they shall agree to keep such information confidential in accordance with the terms of this Section or on substantially similar terms); (c) as required or requested by any Governmental Authority or representative thereof or pursuant to legal process or in connection with any legal proceedings; (d) to the Administrative Agent’s, Issuing Bank’s or such Xxxxxx’s respective independent auditors and other professional advisors (provided they shall be notified of the confidential nature of the information and are either subject to customary confidentiality obligations of professional practice or who agree to keep such information confidential in accordance with the terms of this Section or on substantially similar terms); (e) if an Event of Default exists, to any other Person, in connection with the exercise by the Administrative Agent, the Issuing Bank or the Lenders of rights hereunder or under any of the other Loan Documents (or any Specified Derivatives Contract); (f) upon the Borrower’s prior consent (which consent shall not be unreasonably withheld), to any contractual counterparties to any swap or similar hedging agreement or any rating agency; (g) to the extent such information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower or any Affiliate; (h) to bank trade publications, such information to consist of deal terms and other information customarily found in such publications. Notwithstanding the foregoing, the Administrative Agent and each Lender may disclose any such confidential information, without notice to the Borrower or any other Loan Party, to Governmental Authorities in connection with any regulatory examination of the Administrative Agent or such Lender or in accordance with the regulatory compliance policy of the Administrative Agent or such Lender. Further, notwithstanding anything to the contrary set forth herein or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, the parties hereto acknowledge and agree that (i) any obligations of confidentiality contained herein and therein do not apply and have not applied from the commencement of discussions between the parties to the tax treatment and tax structure of the transactions contemplated by the Loan Documents (and any related transactions or arrangements), and (ii) each party (and each of its employees, representatives, or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by the Loan Documents and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, all within the meaning of Treasury Regulations Section 1.6011-4; provided, however, that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transactions contemplated by the Loan Documents as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the transactions contemplated by the Loan Documents; provided, further, however, to the extent not inconsistent with the immediately preceding clause (ii), the parties hereto do not intend anything contained in this sentence to be a waiver of the privilege each has to maintain, in its sole discretion, the confidentiality of a communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of the Internal Revenue Code relating to the transactions contemplated by the Loan Documents.

 

Section 12.10. Indemnification.

(a) The Borrower shall and hereby agrees to indemnify, defend and hold harmless the Administrative Agent, the Sustainability Structuring Agent, each of the Lenders and the Issuing Bank, any affiliate of the Administrative Agent, each of the Lenders and the Issuing Bank, and their respective directors, officers, shareholders, agents, employees and counsel (each referred to herein as an “Indemnified Party”) from and against any and all of the following (collectively, the “Indemnified Costs”): losses, costs,

 

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claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith, but excluding losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses indemnification in respect of which is specifically covered by Section 3.11. or 4.1. or expressly excluded from the coverage of such Sections) incurred by an Indemnified Party in connection with, arising out of, or by reason of, any suit, cause of action, claim, arbitration, investigation or settlement, consent decree or other proceeding (the foregoing referred to herein as an “Indemnity Proceeding”) which is in any way related directly or indirectly to: (i) this Agreement or any other Loan Document or the transactions contemplated thereby; (ii) the making of any Loans or issuance of Letters of Credit hereunder; (iii) any actual or proposed use by the Borrower of the proceeds of the Loans or Letters of Credit; (iv) the Administrative Agent’s, the Sustainability Structuring Agent’s, the Issuing Bank’s or any Lender’s entering into this Agreement; (v) the fact that the Administrative Agent, the Issuing Bank and the Lenders have established the credit facility evidenced hereby in favor of the Borrower; (vi) the fact that the Administrative Agent, the Sustainability Structuring Agent, the Issuing Bank and the Lenders are creditors of the Borrower and have or are alleged to have information regarding the financial condition, strategic plans or business operations of the Borrower and the Subsidiaries; (vii) the fact that the Administrative Agent, the Sustainability Structuring Agent, the Issuing Bank and the Lenders are material creditors of the Borrower and are alleged to influence directly or indirectly the business decisions or affairs of the Borrower and the Subsidiaries or their financial condition; (viii) the exercise of any right or remedy the Administrative Agent, the Sustainability Structuring Agent, the Issuing Bank or the Lenders may have under this Agreement or the other Loan Documents; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any acts or omissions of such Indemnified Party in connection with matters described in this clause (viii) that constitute gross negligence or willful misconduct of such Indemnified Party, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (ix) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with the defense thereof by, the Administrative Agent, the Sustainability Structuring Agent, the Issuing Bank or any Lender as a result of conduct of the Borrower, any other Loan Party or any Subsidiary that violate a sanction enforced by OFAC; (x) any violation or non‑compliance by the Borrower or any Subsidiary of any Applicable Law (including any Environmental Law) including, but not limited to, any Indemnity Proceeding commenced by (A) the Internal Revenue Service or state taxing authority or (B) any Governmental Authority or other Person under any Environmental Law, including any Indemnity Proceeding commenced by a Governmental Authority or other Person seeking remedial or other action to cause the Borrower or its Subsidiaries (or its respective properties) (or the Administrative Agent and/or the Lenders and/or the Issuing Bank as successors to the Borrower) to be in compliance with such Environmental Laws.

 

(b) The Borrower’s indemnification obligations under this Section shall apply to all Indemnity Proceedings arising out of, or related to, the foregoing whether or not an Indemnified Party is a named party in such Indemnity Proceeding. In this connection, this indemnification shall cover all Indemnified Costs of any Indemnified Party in connection with any deposition of any Indemnified Party or compliance with any subpoena (including any subpoena requesting the production of documents). This indemnification shall, among other things, apply to any Indemnity Proceeding commenced by other creditors of the Borrower or any Subsidiary, any shareholder of the Borrower or any Subsidiary (whether such shareholder(s) are prosecuting such Indemnity Proceeding in their individual capacity or derivatively on behalf of the Borrower), any account debtor of the Borrower or any Subsidiary or by any Governmental Authority. If indemnification is to be sought hereunder by an Indemnified Party, then such Indemnified Party shall notify the Borrower of the commencement of any Indemnity Proceeding; provided, however, that the failure to so notify the Borrower shall not relieve the Borrower from any liability that it may have to such Indemnified Party pursuant to this Section 12.10.

 

 

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(c) This indemnification shall apply to any Indemnity Proceeding arising during the pendency of any bankruptcy proceeding filed by or against the Borrower and/or any Subsidiary.

 

(d) All out‑of‑pocket fees and expenses of, and all amounts paid to third‑persons by, an Indemnified Party shall be advanced by the Borrower at the request of such Indemnified Party notwithstanding any claim or assertion by the Borrower that such Indemnified Party is not entitled to indemnification hereunder upon receipt of an undertaking by such Indemnified Party that such Indemnified Party will reimburse the Borrower if it is actually and finally determined by a court of competent jurisdiction that such Indemnified Party is not so entitled to indemnification hereunder.

 

(e) An Indemnified Party may conduct its own investigation and defense of, and may formulate its own strategy with respect to, any Indemnity Proceeding covered by this Section and, as provided above, all Indemnified Costs incurred by such Indemnified Party shall be reimbursed by the Borrower. No action taken by legal counsel chosen by an Indemnified Party in investigating or defending against any such Indemnity Proceeding shall vitiate or in any way impair the obligations and duties of the Borrower hereunder to indemnify and hold harmless each such Indemnified Party; provided, however, that (i) if the Borrower is required to indemnify an Indemnified Party pursuant hereto and (ii) the Borrower has provided evidence reasonably satisfactory to such Indemnified Party that the Borrower has the financial wherewithal to reimburse such Indemnified Party for any amount paid by such Indemnified Party with respect to such Indemnity Proceeding, such Indemnified Party shall not settle or compromise any such Indemnity Proceeding without the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed).

 

(f) If and to the extent that the obligations of the Borrower hereunder are unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under Applicable Law.

 

(g) The Borrower’s obligations hereunder shall survive any termination of this Agreement and the other Loan Documents and the payment in full in cash of the Obligations, and are in addition to, and not in substitution of, any of the other obligations set forth in this Agreement or any other Loan Document to which it is a party.

 

References in this Section 12.10. to “Lender” or “Lenders” shall be deemed to include such Persons (and their Affiliates) in their capacity as Specified Derivatives Providers.

 

Section 12.11. Termination; Survival.

At such time as (a) all of the Commitments have been terminated, (b) all Letters of Credit have terminated (c) none of the Lenders is obligated any longer under this Agreement to make any Loans and (d) all Obligations (other than obligations which survive as provided in the following sentence) have been paid and satisfied in full, this Agreement shall terminate. The indemnities to which the Administrative Agent, the Issuing Bank and the Lenders are entitled under the provisions of Sections 3.11., 4.1., 4.4., 11.7., 12.2. and 12.10. and any other provision of this Agreement and the other Loan Documents, and the provisions of Section 12.5., shall continue in full force and effect and shall protect the Administrative Agent, the Issuing Bank and the Lenders (i) notwithstanding any termination of this Agreement, or of the other Loan Documents, against events arising after such termination as well as before and (ii) at all times after any such party ceases to be a party to this Agreement with respect to all matters and events existing on or prior to the date such party ceased to be a party to this Agreement.

 

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Section 12.12. Severability of Provisions.

If any provision under this Agreement or the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed severed from the Loan Documents, and the validity, legality and enforceability of the remaining provisions shall remain in full force as thought the invalid, illegal, or unenforceable provision had never been part of the Loan Documents.

 

Section 12.13. GOVERNING LAW.

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

 

Section 12.14. Counterparts.

To facilitate execution, this Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of , each of the parties hereto.

 

Section 12.15. Obligations with Respect to Loan Parties.

The obligations of the Borrower to direct or prohibit the taking of certain actions by the other Loan Parties as specified herein shall be absolute and not subject to any defense the Borrower may have that the Borrower does not control such Loan Parties.

 

Section 12.16. Independence of Covenants.

All covenants hereunder shall be given in any jurisdiction independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

 

Section 12.17. Limitation of Liability.

None of the Administrative Agent, the Issuing Bank or any Lender, or any affiliate, officer, director, employee, attorney, or agent of the Administrative Agent, the Issuing Bank or any Lender shall have any liability with respect to, and the Borrower hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by the Borrower in connection with, arising out of, or in any way related to, this Agreement, any of the other Loan Documents or the Fee Letter, or any of the transactions contemplated by this Agreement or any of the other Loan Documents. The Borrower hereby waives, releases, and agrees not to sue the Administrative Agent, the Issuing Bank or any Lender or any of the Administrative Agent’s, the Issuing Bank’s or any Lender’s affiliates, officers, directors, employees, attorneys, or agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Agreement, any of the other Loan Documents, the Fee Letter, or any of the transactions contemplated by this Agreement or financed hereby.

 

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Section 12.18. Entire Agreement.

This Agreement, the Notes, the other Loan Documents and the Fee Letter embody the final, entire agreement among the parties hereto and supersede any and all prior commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof and thereof and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties hereto. There are no oral agreements among the parties hereto.

 

Section 12.19. Construction.

The Administrative Agent, the Issuing Bank, the Borrower and each Lender acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement and the other Loan Documents with its legal counsel and that this Agreement and the other Loan Documents shall be construed as if jointly drafted by the Administrative Agent, the Issuing Bank, the Borrower and each Lender.

 

Section 12.20. Headings.

The paragraph and section headings in this Agreement are provided for convenience of reference only and shall not affect its construction or interpretation.

 

Section 12.21. No Novation; Effect of Amendment and Restatement.

THE PARTIES HERETO HAVE ENTERED INTO THIS AGREEMENT SOLELY TO AMEND AND RESTATE THE TERMS OF THE EXISTING CREDIT AGREEMENT. THE PARTIES DO NOT INTEND THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, AND THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING BY THE BORROWER UNDER OR IN CONNECTION WITH THE EXISTING CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (AS DEFINED IN THE EXISTING CREDIT AGREEMENT). The amendment and restatement of the Existing Credit Agreement effected by this Agreement shall be effective as of the Effective Date and shall have prospective effect only.

 

Section 12.22. Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

 

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

 

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

 

(i) a reduction in full or in part or cancellation of any such liability;

 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution

 

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that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

 

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

 

Section 12.23. Acknowledgement Regarding Any Supported QFCs.

To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Derivatives Contracts or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

As used in this Section 12.23., the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

 

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“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

 

 

 

[Signatures on Following Pages]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Third Amended and Restated Credit Agreement to be executed as of the date first above written.

 

BORROWER:

 

NNN REIT, INC.

 

By: /s/ Xxxxx X. Xxxxxxx

Name: Xxxxx X. Xxxxxxx

Title: Executive Vice President and

Chief Financial Officer

 

 

 

 

 

 

[Signatures Continued on Next Page]

 

 

 

 

 

[Signature Page to Third Amended and Restated Credit Agreement

for NNN REIT, Inc.]

 

 

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as

Administrative Agent and as a Lender

 

By: /s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title: Executive Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signatures Continued on Next Page]

 

 

 

[Signature Page to Third Amended and Restated Credit Agreement

for NNN REIT, Inc.]

 

 

BANK OF AMERICA, N.A., as a Lender

 

By: /s/ Xxxxx Xxxx

Name: Xxxxx Xxxx

Title: Vice President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signatures Continued on Next Page]

 

 

 

[Signature Page to Third Amended and Restated Credit Agreement

for NNN REIT, Inc.]

 

 

PNC BANK, NATIONAL ASSOCIATION, as a Lender

 

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Senior Vice President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signatures Continued on Next Page]

 

 

 

[Signature Page to Third Amended and Restated Credit Agreement

for NNN REIT, Inc.]

 

 

ROYAL BANK OF CANADA, as a Lender

 

By: /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signatures Continued on Next Page]

 

 

 

[Signature Page to Third Amended and Restated Credit Agreement

for NNN REIT, Inc.]

 

 

TRUIST BANK, as a Lender

 

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signatures Continued on Next Page]

 

 

 

[Signature Page to Third Amended and Restated Credit Agreement

for NNN REIT, Inc.]

 

 

TD BANK, N.A., as a Lender

 

By: /s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title: Vice President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signatures Continued on Next Page]

 

 

 

[Signature Page to Third Amended and Restated Credit Agreement

for NNN REIT, Inc.]

 

 

U.S. BANK NATIONAL ASSOCIATION, as a

Lender

 

By: /s/ Xxxxxxxx X. Xxxxxxx

Name: Xxxxxxxx X. Xxxxxxx

Title: Senior Vice President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signatures Continued on Next Page]

 

 

 

[Signature Page to Third Amended and Restated Credit Agreement

for NNN REIT, Inc.]

 

 

MIZUHO BANK, LTD., as a Lender

 

By: /s/ Xxxxx XxXxxxxxxxx

Name: Xxxxx XxXxxxxxxxx

Title: Executive Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signatures Continued on Next Page]

 

 

 

[Signature Page to Third Amended and Restated Credit Agreement

for NNN REIT, Inc.]

 

 

XXXXXX XXXXXXX BANK, N.A., as a Lender

 

By: /s/ Xxxxxxx Xxxx

Name: Xxxxxxx Xxxx

Title: Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signatures Continued on Next Page]

 

 

 

[Signature Page to Third Amended and Restated Credit Agreement

for NNN REIT, Inc.]

 

 

SUMITOMO MITSUI BANKING CORPORATION, as a Lender

 

By: /s/ Xxxxxxxxx Xxxxx

Name: Xxxxxxxxx Xxxxx

Title: Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signatures Continued on Next Page]

 

 

 

[Signature Page to Third Amended and Restated Credit Agreement

for NNN REIT, Inc.]

 

 

XXXXXXX XXXXX BANK, as a Lender

 

By: /s/ Xxxxxxxxx Xxxxxx

Name: Xxxxxxxxx Xxxxxx

Title: Senior Vice President

 

 

 

SCHEDULE I

 

Commitments

 

Lender

Commitment Amount

Xxxxx Fargo Bank, National Association

$137,500,000

Bank of America, N.A.

$137,500,000

PNC Bank, National Association

$118,000,000

Royal Bank of Canada

$118,000,000

Truist Bank

$118,000,000

TD Bank, N.A.

$118,000,000

U.S. Bank National Association

$118,000,000

Mizuho Bank, Ltd.

$95,000,000

Xxxxxx Xxxxxxx Bank, N.A.

$95,000,000

Sumitomo Mitsui Banking Corporation

$95,000,000

Xxxxxxx Xxxxx Bank

$50,000,000

TOTAL

$1,200,000,000

 

 

 

 

SCHEDULE 1.1.(A)

 

Existing Letters of Credit

 

None.

 

 

 

 

SCHEDULE 1.1.(B)

 

List of Loan Parties

 

1. NNN REIT, INC., a corporation formed under the laws of the State of Maryland

 

 

 

 

SCHEDULE 6.1.(b)

 

Ownership Structure

 

[See attached.]

 

 

 

 

 

NNN REIT, Inc.

Schedule 6.1.(b) - Ownership Structure / Entity Listing

March 2024
(no changes from 12.31.2023)

 

 

 

 

 

 

Entity Name

Jurisdiction

Entity Type

NNN REIT, Inc.

Maryland

Corp

 

 

 

Subsidiaries

 

 

CCMH V, LLC

Delaware

LLC

CNL Commercial Mortgage Funding, Inc.

Delaware

Corp

Net Lease Funding, Inc.

Maryland

Corp

Net Lease Realty I, Inc.

Maryland

Corp

NNN Athletic I LLC

Delaware

LLC

NNN Brokerage Services, Inc.

Maryland

Corp

NNN CA Auto Svc LLC

Delaware

LLC

NNN GP Corp.

Delaware

Corp

NNN PBY LLC

Delaware

LLC

NNN REIT Trust

Maryland

Corp

NNN REIT, LP

Delaware

LP

NNN SC Trust

Maryland

Corp

NNN TRS, Inc.

Maryland

Corp

Orange Avenue Mortgage Investments, Inc.

Delaware

Corp

 

 

 

 

 

SCHEDULE 6.1.(f)

 

Properties

 

[See attached.]

 

 

 

 

NNN REIT, Inc.

Schedule 6.1.(f) and 6.1.(x) Property List

December 31, 2023

 

* All properties unencumbered at 12/31/2023

 

 

 

 

 

 

 

 

 

 

Multi-Tenant

Reference Number

Property

Street Address

City

State

 

1

 

 

0100.00033.0365

Golden Corral

000 X.X. Xxxxxxx 00 Xxxxx

Xxxx Xxxxxx

XX

 

2

 

 

0100.00038.0090

BankUnited

0000 Xxxxx Xxxxxx Xxx.

Orlando

FL

 

3

 

 

0100.00039.0715

Rallys

0000 Xxxxxx Xxxxxx

Xxxxxx

XX

 

4

 

 

0100.00040.0474

KFC

000 Xxxxxxx Xxxx

Xxxxxx

XX

 

5

 

 

0100.00043.0870

Wawa

00000 X.X. Xxxxxxx 00

Xxxxxxxxxx

XX

 

6

 

 

0100.00044.0504

Land-Xxx

2000 Principal Row

Orlando

FL

 

7

 

 

0100.00086.0297

Dollar General

0000 Xxxxxxxxx Xxxxxx

Xxx Xxxxxxx

XX

 

8

 

 

0100.00102.0630

OfficeMax

0000 Xxxxxxxx Xxxx.

Cincinnati

OH

 

9

 

 

0100.00105.0194

Burlington Coat Factory

000 Xxxxxxx Xxxx Xxxx

Xxxxxxx

XX

 

10

 

 

0100.00109.0095

Xxxxxx & Xxxxx

000 X. Xxxxxxxx Xxxxxxxxx

Xxxxxxxx

XX

 

11

 

Multi

0100.00129.0154

Books-A-Million

000 Xxxxxxxx Xxxxx

Xxxxxx

XX

 

Multi

0100.00129.0842

Vacant Property

000 Xxxxxxxx Xxxxx

Xxxxxx

XX

 

12

 

 

0100.00138.0735

Xxxx Dress for Less

0000 X. Xxxxxx Xxxxxx

Xxxxxxxx

XX

 

13

 

Multi

0100.00159.0424

HomeGoods

00000 Xxxx Xxxxx Shopping Center

Fairfax

VA

 

 

Multi

0100.00159.0590

Michaels

00000 Xxxx Xxxxx Shopping Center

Fairfax

VA

 

Multi

0100.00159.0699

Premium Spas & Billiards

00000 Xxxx Lakes Shopping Center

Fairfax

VA

 

14

 

 

0100.00161.0095

Xxxxxx & Xxxxx

0000 Xxxxxxx 0

Xxxxxxxx

XX

 

15

 

 

0100.00162.0185

Chapel Hill Package Store

0000 Xxxxxx Xxxx Xxxx

Xxxxxxxxxxxx

XX

 

16

 

 

0100.00163.0250

CVS

0000 Xxxxxxxx Xxxxxx

Xxxxxxxxx

XX

 

17

 

Multi

0100.00165.0669

PDQ

000 X. Xxxxx Xxxx 000

Xxxxxxxxx Xxxxxxx

XX

 

 

Multi

0100.00165.0860

Walgreens

000 X. Xxxxx Xxxx 000

Xxxxxxxxx Xxxxxxx

XX

 

18

 

 

0100.00169.0628

Top Fitness Store

0000 Xxx Xxxxxx Xxxxxxx

Xxxxxxxxx

XX

 

19

 

 

0100.00170.0039

ArchWell Health

0000 Xxxxxxxxx 00xx Xxxxxx

Xxxxxxx Xxxx

XX

 

20

 

 

0100.00175.0154

Books-A-Million

000 Xxxxxx Xxxx Xxxx.

Bangor

ME

 

21

 

 

0100.00177.0056

Aldi

00000 X. Xxxxx Xxxxxxx

Xxxxxx Xxx

XX

 

22

 

 

0100.00178.0400

Havertys Furniture

0000 Xxxxx Xxxxx Xxxxxxx

Xxxxxxxxx

XX

 

23

 

 

0100.00188.0295

Dick's Sporting Goods

00000 Xxxxxx Xxxx

Xxxxxx

XX

 

24

 

 

0100.00189.0295

Dick's Sporting Goods

0000 Xxxxxxxx Xxxxxxxxx

Xxxxx Xxxxx

XX

 

25

 

 

0100.00191.0624

pOpshelf

0000 X Xxxxxxxxxx Xxxxxxx

Xxxxxxx

XX

 

26

 

 

0100.00204.0630

OfficeMax

0000 X. Xxxxx Xxxx

Xxxxxxx

XX

 

27

 

 

0100.00206.0299

Dollar Tree

000 X. 0xx Xxxxxx

Xxxxxxxxx

XX

 

28

 

 

0100.00209.0787

Giant Eagle

0000 Xxxxxxxxxxxx Xxxx

Xxxxx Xxxxxxx

XX

 

29

 

 

0100.00212.0194

Burlington Coat Factory

0000 Xxxxxx Xxx

Xxxxx

XX

 

30

 

 

0100.00217.0056

Aldi

0000 Xxxxxxxxxx-Xxxxxxxxxxx Xxxx

Xxxxxx

XX

 

31

 

 

0100.00219.0250

CVS

0000 X. Xxxxxxxxx Xxxx

Xxxx Xxxxx

XX

 

32

 

 

0100.00220.0250

CVS

0000 X. Xxxxxxx Xxxx.

Oklahoma City

OK

 

33

 

 

0100.00224.0095

Xxxxxx & Xxxxx

0000 Xxxxx Xxxxx Xxxx

Xxxxxxx

XX

 

34

 

 

0100.00226.0842

Vacant Property

0000 Xxxxx Xxxxx Xxxx

Xxxxxxx

XX

 

35

 

 

0100.00228.0135

Best Buy

000 Xxxx Xxxxxx

Xxxxxxxx Xxxxx

XX

 

36

 

 

0100.00229.0036

AdventHealth Well 65+

000 Xxxxx Xxxxxx Xxxx.

Sanford

FL

 

37

 

 

0100.00230.0135

Best Buy

0000 Xxxxxxxxx Xxxx

Xxxxxxxxx

XX

 

38

 

 

0100.00231.0135

Best Buy

13058 Fair Lakes Shopping Center

Fairfax

VA

 

39

 

 

0100.00233.0095

Xxxxxx & Xxxxx

0000 X. Xxxxxxxxxx Xxxxxxx

Xxxxxxx

XX

 

40

 

 

0100.00234.0826

The Tile Shop

000 Xxxxxxx Xxxx Xxxxxx

Xxxxxxxxx

XX

 

41

 

 

0100.00239.0633

Xxxxx's Bargain Outlet

0000 Xxxxxxxxx Xx

Xxxxxxxx

XX

 

42

 

Multi

0100.00240.0123

Bealls

0000 Xxxxxxxxx Xxxx

Xxxxxxxx

XX

 

 

Multi

0100.00240.0944

Tile Outlets of America

0000 Xxxxxxxxx Xxxx

Xxxxxxxx

XX

 

43

 

 

0100.00242.0590

Michaels

000 Xxxx X.X. 000 Xxxxx 0000

Xxxxxxxxx Xxxxxxx

XX

 

44

 

 

0100.00243.0069

Ashley Furniture

000 X. XX 000 Xxxxx 0000

Xxxxxxxxx Xxxxxxx

XX

 

45

 

 

0100.00246.0840

Vacant Land

000 XX 0xx Xxx

Xxxxx

XX

 

46

 

 

0100.00249.0250

CVS

000 Xxxxx Xxxxxx

Xxxxxxxxxxx

XX

 

47

 

 

0100.00254.0316

Family Dollar

0000 Xxxxxxx 00

Xxxxxxxxx

XX

 

48

 

 

0100.00256.0400

Havertys Furniture

0000 Xxxxxxxxxxxxx Xxxx

Xxxxx

XX

 

49

 

 

0100.00257.0670

Petco

0000 00xx Xxxxxx Xxxxx

Xxxxx Xxxxx

XX

 

50

 

 

0100.00259.0875

Xxxxx's

0000 Xxxxx Xxx Xxxx

Xxxxxxxxxx

XX

 

51

 

 

0100.00261.0257

CSL Plasma

0000 Xxxxx Xx

Xxxxxx Xxxxxx

XX

 

52

 

 

0100.00269.0135

Best Buy

000 Xxxx Xxxxx

Xxxxx Xxxxxxx

XX

 

53

 

 

0100.00272.0388

Harbor Freight Tools

00000 Xxxxxxx Xxxxxxx Xxxxx

Xxxxxxx Xxx

XX

 

54

 

Multi

0100.00273.0070

AT&T

0000 Xxxxxxxxxx Xxxx.

Cincinnati

OH

 

 

Multi

0100.00273.0847

Vitamin Shoppe, The

0000 Xxxxxxxxxx Xxxx.

Cincinnati

OH

 

55

 

 

0100.00276.0707

Publix Super Markets

0000 X. Xxxxxxx Xxxx.

Tampa

FL

 

56

 

 

0100.00281.0495

LA Fitness

00000 Xxxxxx Xxxxxxx

Xxxxxx Xxxx

XX

 

57

 

 

0100.00282.0025

7-Eleven

00000 Xxxxx X. Xxxxx Xxxx.

Tampa

FL

 

58

 

 

0100.00283.0056

Aldi

000 Xxxxx Xxxx Xxxx

Xxxxxxxx Xxxxxxx

XX

 

59

 

 

0100.00286.0095

Xxxxxx & Xxxxx

000 Xxxx Xxxxx 00

Xxxxxxx

XX

 

60

 

 

0100.00288.0144

Big Lots

000 Xxxxx Xxxxxxxx Xxxxxx

Xxxxx

XX

 

 

1 of 50

 

 

 

Multi-Tenant

Reference Number

Property

Street Address

City

State

 

61

 

 

0100.00289.0538

Planet Fitness

0000 XX Xxxxxxxxx Xxxxxx

Xxxxxx

XX

 

62

 

 

0100.00292.0054

Ace Hardware and Lighting

000 Xxxxxx Xxxxx

Xxxxxxxxxxx

XX

 

63

 

 

0100.00308.0630

OfficeMax

0000 Xxxxx Xxxxx 00

Xxxxxxx

XX

 

64

 

 

0100.00311.0593

Xxxxxxxx Markets

0000 Xxxx Xxxxxxxx Xxxx

Xxxx Xxxx Xxxx

XX

 

65

 

 

0100.00315.0887

Southern Cove Outfitters

0000 Xxxxxx Xxxxx

Xxxxxxxx

XX

 

66

 

 

0100.00316.0720

Rite Aid

0000 Xxxxxxxxx Xxxx

Xxxx Xxxxxxx

XX

 

67

 

 

0100.00323.0884

Xxxx-Xxxxx

000 Xxxxxx Xxxxxx Xxxx Xxxx., X

Xxxxxxx

XX

 

68

 

 

0100.00324.0902

Fresh Market

0000 Xxxxxxxxx 00xx Xxxxxxxxx

Xxxxxxxxxxx

XX

 

69

 

 

0100.00326.0495

LA Fitness

0000 Xxxxxxxxx Xxxx

Xxxxxxxx

XX

 

70

 

 

0100.00327.0735

Xxxx Dress for Less

000 Xxxx Xxxxxxxxx Xxxx

Xxxx

XX

 

71

 

 

0100.00371.0250

CVS

0000 Xxxxx Xxx Xxxxxxxxxx

Xxxxxxxxx

XX

 

72

 

 

0100.00379.0845

Value City Furniture

0000 Xxxxxxxx Xxxx.

White Xxxxx

MD

 

73

 

 

0100.00404.0720

Rite Aid

0000 Xxxxxxx Xxxxxxx

Xxxxxxxxx

XX

 

74

 

 

0100.00405.0720

Rite Aid

000 Xxxxx Xxxx Xxxx

Xxxxxxx Xxxxxx

XX

 

75

 

 

0100.00409.0440

Int'l House of Pancakes

1421 S. Air Depot

Midwest City

OK

 

76

 

 

0100.00415.0550

Xxxx'x

000 X. Xxxxxxxxxx Xxxxxxx

Xxxxxxx

XX

 

77

 

 

0100.00416.0720

Rite Aid

0000 Xxxxxx Xxxxxx

Xxxxxxx

XX

 

78

 

 

0100.00419.0135

Best Buy

0000 X. Xxxxxxxx Xxxx.

Denver

CO

 

79

 

 

0100.00424.0065

Applebee's

00000 Xxxxxxxxxx Xxxx

Xxxxxxx

XX

 

80

 

 

0100.00428.0068

Arby's

000 X. 0xx Xxxxxx

Xxxxxxxx Xxxxxxx

XX

 

81

 

 

0100.00429.0068

Xxxx's

0000 Xxxxxxxxxx Xxxx

Xxxxxxx

XX

 

82

 

 

0100.00430.0068

Arby's

9747 E. M-36

Xxxxxxxx Lake

MI

 

83

 

 

0100.00434.0068

Xxxx's

0000 Xxxxxxxx Xxx

Xxxxxxxxxx Xxxxxxxxxx

XX

 

84

 

 

0100.00442.0749

Season's 52

0000 Xxxx Xxxxxxx Xxxx

Xxxxxxxxxx

XX

 

85

 

 

0100.00452.0809

TitleMax

0000 Xxxxxxx 00 X

Xxxxxx

XX

 

86

 

Multi

0100.00453.0117

Bama Fever Tiger Pride

000 Xxxxxxxxxxx Xxxx Xxxxx

Xxxxxx

XX

 

 

Multi

0100.00453.0553

Maxem Health Urgent Care

000 Xxxxxxxxxxx Xxxx Xxxxx

Xxxxxx

XX

 

00

 

 

0000.00000.0000

BMW

0000 Xxxxxxxx Xxx.

Duluth

GA

 

88

 

 

0100.00461.0875

Xxxxx's

0000 Xxxx 000xx Xxxxxx

Xxxxxx Xxxx

XX

 

89

 

 

0100.00464.0842

Vacant Property

00000 Xxxxxxx Xxxx.

Novi

MI

 

90

 

 

0100.00465.0193

City Barbeque

000 X. Xxxxx Xxxxxx

Xxxxxx

XX

 

91

 

 

0100.00466.0842

Vacant Property

00000 Xxxxxx Xxxx

Xxxxx Xxxxxxx

XX

 

92

 

 

0100.00467.0432

WellNow Urgent Care

1997 Niles-Cortland Road

Warren

OH

 

93

 

 

0100.00476.0479

Krispy Kreme

1536 Baseline Rd.

Tempe

AZ

 

94

 

 

0100.00477.0842

Vacant Property

000 Xxxxxxx Xxxx.

Roseville

CA

 

95

 

 

0100.00478.0842

Vacant Property

0000 X Xxxxxx Xxxxx Xx

Xxxxxx

XX

 

96

 

 

0100.00485.0365

Golden Corral

000 Xxxxxxxxxx Xxxx

Xxxxxxx

XX

 

97

 

 

0100.00489.0235

Chase

0000 Xxxxxxx Xxxx

Xxxxxxxxxx

XX

 

98

 

 

0100.00490.0428

Hooters

00000 Xxxxx X. Xxxxx Xxxx.

Tampa

FL

 

99

 

 

0100.00500.0472

Keg Steakhouse

00000 Xxxxxxxxx Xxxx Xxxxxxx

Xxxxxxxx

XX

 

100

 

 

0100.00503.0474

KFC

0000 Xxxxx Xxx. Northeast

Marysville

WA

 

101

 

 

0100.00507.0205

Carvers

0000 Xxxxxxxxxx-Xxxxxxxxxxx Xxxx

Xxxxxxxxxxx

XX

 

102

 

 

0100.00509.0700

Pizza Hut

0000 X. Xxx 00 Xxxxxx

Xxxxxxxxxxx

XX

 

103

 

 

0100.00510.0705

Xxxxxx's

0000 Xxxxxx Xxxxxx Xxxxxxx

Xxxxxxxxxx

XX

 

104

 

 

0100.00514.0297

Dollar General

0000 Xxxxxxxxxx Xxx.

Mobile

AL

 

000

 

 

0000.00000.0000

Walgreens

00000 Xxxxxxx Xxxxx Xxxx.

Orange Beach

AL

 

106

 

 

0100.00517.0482

Hawaiian Bros Island Grill

0000 X. Xxxxxx Xxxx

Xxxxxxx

XX

 

107

 

 

0100.00518.0800

Taco Bell

0000 X. Xxxxxxxxxxx

Xxxxxxx

XX

 

108

 

 

0100.00519.0748

Xxxxxxxxxx's Deli

00000 X. 00xx Xxxxxx

Xxxxxxxxxx

XX

 

109

 

 

0100.00520.0926

Muchas Gracias Mexican Restaurant

0000 Xxxxxxxxxx Xx.

Xxxxx

XX

 

110

 

 

0100.00521.0199

Xxxx'x Xx.

00000 Xxxxxxx Xxx.

Spokane

WA

 

111

 

 

0100.00534.0800

Mid-South Bells (Taco Bell)

0000 X. Xxxx Xxx

Xxxxx

XX

 

112

 

 

0100.00540.0808

Texas Roadhouse

0000 Xxxxx Xxx.

Grand Junction

CO

 

113

 

 

0100.00549.0731

Raising Cane's

0000 Xxxxxxxx Xxxxxx

Xxxxxxxx Xxxx

XX

 

114

 

 

0100.00558.0880

Whataburger

0000 Xxx Xxxxxx Xxxxx Xxx 000

Xxxxxxxxxxx

XX

 

115

 

 

0100.00571.0445

Xxxxx Xxxxxxxx

0000 Xxxxxx Xxxx Xx.

Lithonia

GA

 

116

 

 

0100.00572.0445

Xxxxx Xxxxxxxx

0000 X. Xxxxxxx Xxxx.

Brandon

FL

 

117

 

 

0100.00576.0435

Hy-Vee

000 Xxxxx Xxxx Xxx.

St. Xxxxxx

XX

 

118

 

 

0100.00587.0502

Rivian

000 XX Xxxxxxx 0

Xxxxxx

XX

 

119

 

Multi

0100.00590.0048

American Freight

0000 X Xxx 00

Xxxxxxxxxx

XX

 

 

Multi

0100.00590.0228

Chipotle

0000 X Xxx 00

Xxxxxxxxxx

XX

 

 

Multi

0100.00590.0334

Five Below

0000 X Xxx 00

Xxxxxxxxxx

XX

 

 

Multi

0100.00590.0590

Xxxxxxxx

0000 X Xxx 00

Xxxxxxxxxx

XX

 

 

Multi

0100.00590.0648

Panda Express

0000 X Xxx 00

Xxxxxxxxxx

XX

 

 

Multi

0100.00590.0670

Petco

0000 X Xxx 00

Xxxxxxxxxx

XX

 

 

Multi

0100.00590.0919

ULTA Salon, Cosmetics and Fragrance

0000 X Xxx 00

Xxxxxxxxxx

XX

 

120

 

 

0100.00599.0067

Amoco

00000 XX 000xx Xxxxxx

Xxxxx

XX

 

121

 

 

0100.00628.0972

Auto Solution

0000 Xxxxxxx Xxxx Xxxxxxxxxxx

Xxxxxxxxxxx

XX

 

122

 

 

0100.00630.0635

Old Navy

0000 Xxx Xxxx Xxxxx

Xxxxxxx

XX

 

123

 

 

0100.00633.0431

Humana

0000 X. Xxxxxxxxxx Xxxxx

Xxxxxxx

XX

 

124

 

 

0100.00637.0842

Vacant Property

0000 X. Xxxxxxxxxx Xxxxx

Xxxxxxx

XX

 

125

 

 

0100.00641.0475

Kohl's

000 Xxxxxxx Xxxxxx

Xxxxxxxx

XX

 

 

2 of 50

 

 

 

Multi-Tenant

Reference Number

Property

Street Address

City

State

 

126

 

Multi

0100.00644.0565

Mattress Firm

0000 Xxxxxx Xxxxx XX

Xxxxxx

XX

 

 

Multi

0100.00644.0886

Vitality Veterinary

0000 Xxxxxx Xxxxx XX

Xxxxxx

XX

 

 

Multi

0100.00644.0959

Salons by JC

0000 Xxxxxx Xxxxx XX

Xxxxxx

XX

 

127

 

 

0100.00645.0826

The Tile Shop

0000 Xxxxxx Xxxxx XX

Xxxxxx

XX

 

128

 

 

0100.00648.0184

Flexcar

0000 Xxxxx Xxxxxxxx Xxxxxxx

Xxxxxxx

XX

 

129

 

 

0100.00649.0297

Dollar General

000 Xxxxx Xxxxx Xxxxxx

Xxxxxx

XX

 

130

 

 

0100.00652.0316

Family Dollar

00 Xxxxx Xxxx Xxxxxx

Xxxxxx Xxxxx

XX

 

131

 

 

0100.00657.0860

Walgreens

00 Xxxx Xxxxxx

Xxxxxxxx Xxxxxxx

XX

 

132

 

 

0100.00658.0344

Fort Ticonderoga

00 Xxxxxxxx Xxxxxx

Xxxxxxxxxxx

XX

 

133

 

 

0100.00666.0353

Furniture Bank

0000 Xxxxx Xxxx

Xxxxxxxx

XX

 

134

 

Multi

0100.00667.0388

Harbor Freight Tools

0000 Xxxx Xxxxxxxx Xxxxxxxxx

Xxxxxxxx

XX

 

 

Multi

0100.00667.0625

Office Depot

0000 Xxxx Xxxxxxxx Xxxxxxxxx

Xxxxxxxx

XX

 

135

 

 

0100.00670.0825

United Rentals

0000 Xxxxxx Xxxxx

Xxxxxxxxx

XX

 

136

 

 

0100.00672.0825

United Rentals

0000 000xx Xxxxxx Xxxxx

Xxxxxxxxxx

XX

 

137

 

 

0100.00673.0825

United Rentals

1926 SE Frontage Road

Fort Xxxxxxx

CO

 

138

 

 

0100.00676.0825

United Rentals

0000 Xxxx Xxxx Xxxxxx

Xxxxxxxx Xxxx

XX

 

139

 

 

0100.00677.0825

United Rentals

000 Xxxxx Xxxx

Xxxxxxxxxx

XX

 

140

 

 

0100.00683.0061

Advance Auto Parts

00000 XX 0xx Xxx

Xxxxx

XX

 

141

 

 

0100.00720.0050

Academy

0000 Xxxxxxx Xxxx

Xxxxxxxx

XX

 

142

 

 

0100.01077.0144

Big Lots

000 Xxxxxxx Xxxxxx

Xxxxxxxx

XX

 

143

 

 

0100.01136.0704

Pull-A-Part

0000 Xxxxxxxxxx Xxxx.

Nashville

TN

 

144

 

 

0100.01141.0704

Pull-A-Part

5813 Old Xxxxxxxx Xx

Knoxville

TN

 

145

 

 

0100.01233.0547

Xxxxx'x Roadhouse

000 Xxxxxxxx Xxxxx Xx

Xxxxxxx

XX

 

146

 

 

0100.01237.0547

Xxxxx'x Roadhouse

0000 Xxxxxxxxxx Xx

Xxxxxxxxxx

XX

 

147

 

 

0100.01248.0000

Xxxxx'x Xxxxxxxxx

000 Xxx Xxxxxx Xxxx. West

Smyrna

TN

 

148

 

 

0100.01260.0589

Xxxxxx'x Ale House

0000 Xxxxx'x Xxxxxx Xxx

Xxxxxxxx

XX

 

149

 

 

0100.01266.0467

Circle K (Kangaroo Express)

000 Xxxx Xxxx

Xxxxxxxxxxx

XX

 

150

 

 

0100.01267.0467

Circle K (Kangaroo Express)

000 Xxxxx Xxxx

Xxxxxxxxxxx

XX

 

151

 

 

0100.01390.0376

Goodyear Truck & Tire

000 Xxxxxxx Xxxxx

Xxxxxxxxx

XX

 

152

 

 

0100.01408.0704

Pull-A-Part

2955 Farrisview Boulevard

Memphis

TN

 

153

 

 

0100.01544.0661

Pep Boys

000 Xxxx Xxxx Xxxxx

Xxxxxxx

XX

 

154

 

 

0100.01655.0809

TitleMax

0000 Xxxxxxxxxx Xx.

Memphis

TN

 

155

 

 

0100.01657.0809

TitleMax

000 X. Xxxxxxx Xx.

Xxxxxxx

XX

 

156

 

 

0100.01658.0809

TitleMax

0000 Xxxxxxxxxxx Xxxx

Xxxxxxxxx

XX

 

157

 

 

0100.01659.0809

TitleMax

000 Xxxxxxxxx Xxxx.

Lewisburg

TN

 

158

 

 

0100.01663.0809

TitleMax

0000 Xxxxxxxxxxx Xx.

Nashville

TN

 

159

 

 

0100.01666.0376

Goodyear Truck & Tire

000 Xxxxxxxxxxxx Xx.

Lebanon

TN

 

160

 

 

0100.01675.0313

Express Oil Change

000 Xxxxxxxxxx Xxxx X

Xxxxxxx

XX

 

161

 

 

0100.01677.0313

Express Oil Change

0000 XX Xxxxxxx 00

Xxxxxxxx

XX

 

162

 

 

0100.01678.0313

Express Oil Change

0000 Xxxxxxxxxx Xxxx

Xxxxxxx

XX

 

163

 

 

0100.01840.0061

Advance Auto Parts

000 Xxxxx Xxxxx

Xxxxxxx

XX

 

164

 

 

0100.01842.0061

Advance Auto Parts

0000 Xxxxx Xx.

Bartlett

TN

 

165

 

 

0100.01951.0000

Xxxxx'x Xxxxxxxxx

0000 Xxxxx Xxxxxx Xxxxx

Xxxxxxxxx

XX

 

166

 

 

0100.02098.0256

DaVita Dialysis

000 Xxxxxx Xx.

Kendallville

IN

 

167

 

 

0100.02099.0438

ISD Renal

0000 Xxxxxx Xx.

Memphis

TN

 

168

 

 

0100.02100.0438

ISD Renal

0000 Xxxxxx Xxx.

Memphis

TN

 

169

 

 

0100.02101.0438

ISD Renal

0000 Xxxxxxxx Xx.

Xxxxxx Xxxxxxx

XX

 

170

 

 

0100.02110.0197

Camping World

00000 Xxxxx Xxxxxxxxx Xxxx.

La Mirada

CA

 

171

 

 

0100.02111.0197

Camping World

00000 Xxxx Xxxx Xxxxxx Xxxx

Xxxxxxxx

XX

 

172

 

 

0100.02112.0197

Camping World

0000 Xxxx Xxxxxxx 000

Xxxxxxxxx

XX

 

173

 

 

0100.02115.0197

Camping World

0000 Xxxxx Xxxxxx Xxxxx

Xxxxxxxxx

XX

 

174

 

 

0100.02182.0197

Camping World

000 Xxxxxx Xxx Xxxx.

Calera

AL

 

175

 

 

0100.02199.0547

Xxxxx'x Roadhouse

I-00 & Xxx 000

Xxxxxxx

XX

 

176

 

 

0100.02214.0197

Camping World

0000 Xxx 000

Xxxxx

XX

 

177

 

 

0100.02245.0313

Express Oil Change

1916 Gunbarrel Rd.

Chattanooga

TN

 

178

 

 

0100.02246.0313

Express Oil Change

000 Xxxxxxxxx Xxxx Xx.

Xxxxxxxxxxx

XX

 

179

 

 

0100.02247.0313

Express Oil Change

0000 Xxxxxxxx Xx.

Chattanooga

TN

 

180

 

 

0100.02249.0313

Express Oil Change

000 Xxxxx Xxxxx Xxxx XX

Xxxxxxxxx

XX

 

181

 

 

0100.02351.0049

American Family Care

0000 Xxxxxxxxxxx Xxxx

Xxxxxxxxx

XX

 

182

 

 

0100.02528.0835

Truist

0000 Xxxx Xxxxx Xxxxxx

Xxxxxxxxxxx

XX

 

183

 

 

0100.02531.0835

Truist

0000 Xxxxxxx 00

Xxxxxxxxxxx

XX

 

184

 

 

0100.02535.0835

Truist

000 X. Xxxx Xxxxxx

Xxxx Xxxx

XX

 

185

 

 

0100.02537.0835

Truist

000 Xxxxxxxx Xxxx Xxxxx

Xxxxxxxxxxxx

XX

 

186

 

 

0100.02539.0835

Truist

2509 Murfreesboro Pike

Nashville

TN

 

187

 

 

0100.02540.0835

Truist

0000 Xxx Xxxxxxx Xxxxxxxxx

Xxxxxxxxx

XX

 

188

 

 

0100.02582.0049

American Family Care

000 Xxxxxxxx Xxxxx Xxxx

Xx. Juliet

TN

 

189

 

 

0100.02621.0049

American Family Care

000 Xxxxxx Xxxx Xxxx

Xxxxxxxxxxxxxx

XX

 

190

 

 

0100.02740.0227

Xxxxx X. Cheese's

0000 Xxxxxxx Xxxxxx Xxxx

Xxxxxxx

XX

 

191

 

 

0100.02821.0049

American Family Care

0000 Xxxxxxxx Xxxx

Xxxxxxxxx

XX

 

192

 

 

0100.02886.0390

Hardee's

0000 Xxxx Xx. X

Xxxxxxxx

XX

 

193

 

 

0100.02896.0875

Wendy's

0000 Xxxxxxx Xxx

Xxxxx

XX

 

194

 

 

0100.02919.0967

Speedy Cash

000 Xxxx Xxxx

Xxxxxxxxx

XX

 

 

3 of 50

 

 

 

Multi-Tenant

Reference Number

Property

Street Address

City

State

 

195

 

 

0100.02925.0313

Express Oil Change

0000 Xxxxxxxxxx Xxxxxxx

Xxxxxxxxxxxx

XX

 

196

 

 

0100.03044.0351

Floor & Decor

000 Xxxx Xxxxx Xxxxxxxxx

Xxxxxxxxx

XX

 

197

 

 

0100.03079.0068

Arby's

000 Xxxxxxxx Xxxxxxxxx

Xxxxxxxxxxxx

XX

 

198

 

 

0100.03083.0561

Main Event

7219 Xxxxxxx Farms Parkway

Memphis

TN

 

199

 

 

0100.03252.0198

Captain D's

0000 Xxxxxxx Xxxx

Xxxxxxxxx

XX

 

200

 

 

0100.03323.0257

CSL Plasma

000 Xxxxxx Xxxxxx

Xxxxxxxxx

XX

 

201

 

 

0100.03324.0043

AutoZone

000 Xxxx 0xx Xxxxxx

Xxxxxxxxx

XX

 

202

 

 

0100.03382.0495

LA Fitness

Germantown Pkwy & Xxxxxxx Steel Rd.

Xxxxxxx

TN

 

203

 

 

0100.03383.0561

Main Event

0000 Xxxxxxxx Xxxx

Xxxxxxxxx

XX

 

204

 

 

0100.03426.0695

Roadrunner Markets

0000 Xxxxxxxxx Xxxx

Xxxxxxx

XX

 

205

 

 

0100.03427.0695

Roadrunner Markets

000 Xxx Xxxxx Xxxxx 00

Xxxxxxxxxxxx

XX

 

206

 

 

0100.03428.0695

Roadrunner Markets

0000 X. Xxxx Xx.

Xxxxxxx Xxxx

XX

 

207

 

 

0100.03429.0695

Roadrunner Markets

000 Xxxxxxxxx Xx.

Johnson City

TN

 

208

 

 

0100.03430.0695

Roadrunner Markets

0000 X. Xxxxxx Xx.

Xxxxxxxxx

XX

 

209

 

 

0100.03431.0695

Roadrunner Markets

0000 Xxxxx Xxxxx Xxx.

Johnson City

TN

 

210

 

 

0100.03432.0695

Roadrunner Markets

0000 X. Xxxxxxx Xx.

Kingsport

TN

 

211

 

 

0100.03433.0695

Roadrunner Markets

0000 X. Xxxxxx Xx.

Xxxxxxx Xxxx

XX

 

212

 

 

0100.03434.0695

Roadrunner Markets

0000 X. Xxxxx Xx.

Xxxxxxx

XX

 

213

 

 

0100.03435.0695

Roadrunner Markets

0000 Xxxxxxxxx Xxx.

Gray

TN

 

214

 

 

0100.03437.0695

Roadrunner Markets

0000 Xxxxx Xxxxx 000

Xxxxxxxxxxx

XX

 

215

 

 

0100.03438.0695

Roadrunner Markets

0000 Xxx 00-X

Xxxxxxx

XX

 

216

 

 

0100.03439.0695

Roadrunner Markets

000 X. Xxxxxxx Xxxx.

Jonesborough

TN

 

217

 

 

0100.03440.0695

Roadrunner Markets

000 Xxxxx Xx.

Xxxxxxxxxxxx

XX

 

218

 

 

0100.03444.0695

Roadrunner Markets

000 X. Xxxxxx Xxxxxx

Xxxxxxx Xxxx

XX

 

219

 

 

0100.03445.0695

Roadrunner Markets

1512 State of Franklin

Johnson City

TN

 

220

 

 

0100.03447.0695

Roadrunner Markets

000 X Xxxxx xx Xxxxxxxx

Xxxxxxx Xxxx

XX

 

221

 

 

0100.03448.0695

Roadrunner Markets

0000 X Xxxx X Xxxxxx

Xxxxxxxxx

XX

 

222

 

 

0100.03449.0695

Roadrunner Markets

0000 Xxxxxx Xxxxx Xxxx

Xxxxxxx Xxxx

XX

 

223

 

 

0100.03450.0695

Roadrunner Markets

000 Xxxxxxxxxxxx Xxxx

Xxxxx

XX

 

224

 

 

0100.03451.0695

Roadrunner Markets

000 Xxx 00

Xxxxxxxxxxxx

XX

 

225

 

 

0100.03452.0695

Roadrunner Markets

000 Xxxxxx Xxxxx

Xxxxxxx Xxxx

XX

 

226

 

 

0100.03453.0695

Roadrunner Markets

000 Xxxx Xxxx Xxxxx

Xxxxxxx Xxxx

XX

 

227

 

 

0100.03454.0695

Roadrunner Markets

000 Xxxxxxxxxxx Xxxxx

Xxxxxxxxx

XX

 

228

 

 

0100.03455.0695

Roadrunner Markets

0000 Xxxx Xxxxx Xxxxx

Xxxxxxxxx

XX

 

229

 

 

0100.03456.0695

Roadrunner Markets

000 Xxxxxxxxxxxx Xxx

Xxxxx Xxxx

XX

 

230

 

 

0100.03458.0695

Roadrunner Markets

0000 X Xxxx Xxxxxx

Xxxxx

XX

 

231

 

 

0100.03460.0695

Roadrunner Markets

0000 Xxxxxxxx Xxxxx

Xxxxxxxxx

XX

 

232

 

 

0100.03461.0695

Roadrunner Markets

0000 X Xxxxx Xxxxx

Xxxxxxxxx

XX

 

233

 

 

0100.03466.0695

Roadrunner Markets

0000 X Xxxx Xxxxxx

Xxxxxxx Xxxx

XX

 

234

 

 

0100.03469.0695

Roadrunner Markets

0000 Xxxxxxx Xxxxxxx

Xxxxx Xxxxx

XX

 

235

 

 

0100.03470.0695

Roadrunner Markets

0000 Xxxxxxxx Xxxxxxx

Xxxxxxxxxxxx

XX

 

236

 

 

0100.03471.0695

Roadrunner Markets

0000 Xxxx Xxxxx Xxxxx

Xxxxxxxxx

XX

 

237

 

 

0100.03472.0695

Roadrunner Markets

0000 Xxxxxxxxxxxx Xxxx

Xxxxxxxxx

XX

 

238

 

 

0100.03474.0695

Roadrunner Markets

0000 Xxxx Xxxxxx Xxxxx

Xxxxxxxxx

XX

 

239

 

 

0100.03475.0695

Roadrunner Markets

0000 Xxxxxxxx Xxxxxxxxx

Xxxxxxxxx

XX

 

240

 

 

0100.03476.0695

Roadrunner Markets

000 X Xxxxxx Xxxx

Xxxxxxxxxx

XX

 

241

 

 

0100.03477.0695

Roadrunner Markets

0000 X Xxxxxx Xxxxxxx Xxx

Xxxxxxxxxx

XX

 

242

 

 

0100.03478.0695

Roadrunner Markets

0000 Xxxxxxx Xxxxx

Xxxxxxxxxx

XX

 

243

 

 

0100.03479.0695

Roadrunner Markets

000 Xxxxxxxx Xxxxxxx Xxxxx

Xxxxxxxxxxx

XX

 

244

 

 

0100.03514.0221

Cheddar's Cafe

0000 Xxxxxxx Xxx.

Knoxville

TN

 

245

 

 

0100.03515.0221

Cheddar's Cafe

0000 X. Xxxxxxxxxx Xxxxxxx

Xxxxxxx

XX

 

246

 

 

0100.03519.0756

Sonic

000 Xxxx Xxxxxxxx

Xxxxxxx

XX

 

247

 

 

0100.03520.0756

Sonic

2115 E. Xxxxxx Xxxxxxx

Greeneville

TN

 

248

 

 

0100.03524.0756

Sonic

0000-X Xxxx Xxxxxx Xxxxxx

Xxxxxxx Xxxx

XX

 

249

 

 

0100.03525.0756

Sonic

0000 Xxxxxxx Xxxxxxx

Xxxxxxxxx

XX

 

250

 

 

0100.03526.0756

Sonic

000 Xxxx Xxxx Xxxxxx

Xxxxxxxxxxx

XX

 

251

 

 

0100.03527.0756

Sonic

0000 Xxxx Xxxxx Xxxxxx

Xxxxxxx

XX

 

252

 

 

0100.03529.0756

Sonic

2403 W. Xxxxxx Xxxxxxx

Morristown

TN

 

253

 

 

0100.03534.0756

Sonic

0000 X. Xxxx Xxxxxx

Xxxxxxxxxxx

XX

 

254

 

 

0100.03542.0756

Sonic

0000 Xxxx Xxxxx Xxxxx

Xxxxxxxxx

XX

 

255

 

 

0100.03545.0756

Sonic

0000 Xxxxxxx 00 Xxxxx

Xxxxxxxxx

XX

 

256

 

 

0100.03560.0756

Sonic

0000 Xxxxxxxxxx Xxxxxx

Xxxxxxxxxx

XX

 

257

 

 

0100.03570.0221

Cheddar's Cafe

000 Xxxxxxxx Xxxxxxxx Xxxxx

Xxxxx

XX

 

258

 

 

0100.03797.0603

Mister Car Wash

0000 Xxxxxxxx Xxxx X

Xxxxxxx

XX

 

259

 

 

0100.03911.0388

Harbor Freight Tools

0000 X. Xxxxxx Xxxxxxx Xxx

Xxxxxxxxxx

XX

 

260

 

 

0100.03927.0313

Express Oil Change

0000 Xxxxxxxx Xxxxxxxxx

Xxxxxxxxxxxx

XX

 

261

 

 

0100.03928.0313

Express Oil Change

0000 Xxx Xxxx Xxxxxxx

Xxxxxxxxxxxx

XX

 

262

 

 

0100.03929.0313

Express Oil Change

0000 X. Xxxxxx Xxxxxx

Xxxxxxxxxxxx

XX

 

263

 

 

0100.03930.0313

Express Oil Change

0000 Xxxxxxxxxxx Xxxx

Xxxxxxxxx

XX

 

264

 

 

0100.03931.0313

Express Oil Change

0000 Xxxxxxxxx Xxxxxxx Xxxxx

Xxxxxx Xxxx

XX

 

265

 

 

0100.03932.0313

Express Oil Change

000 X. Xxxx Xxxxxx

Xxxxxxxxxxxxxx

XX

 

266

 

 

0100.03985.0756

Sonic

0000 Xxxxxxxx Xxxx

Xxxxxxxxxxx

XX

 

 

4 of 50

 

 

 

Multi-Tenant

Reference Number

Property

Street Address

City

State

 

267

 

 

0100.03986.0756

Sonic

0000 Xxxxxx Xxxx

Xxxxxxxxxxx

XX

 

268

 

 

0100.03987.0756

Sonic

0000 X. Xxxxxxxx Xx

Xxxxxxxxxxx

XX

 

269

 

 

0100.03988.0756

Sonic

0000 Xxx. 00

Xxxxxxxxxxx

XX

 

270

 

 

0100.04013.0633

Xxxxx's Bargain Outlet

0000 Xxxxxxx Xxxxx

Xxxxxxx

XX

 

271

 

 

0100.04165.0313

Express Oil Change

0000 Xxxxxxxxx Xxxx

Xxxxxxxx

XX

 

272

 

 

0100.04188.0201

Caliber Collision

0000 Xxxxxxx Xxxx

Xxxxxxxxx

XX

 

273

 

 

0100.04189.0201

Caliber Collision

0000 Xxxxxxxxx Xxxxx

Xxxxxxx

XX

 

274

 

 

0100.04317.0617

Mountain Motorsports

3422 Adventure Ln

Kodak

TN

 

275

 

 

0100.04318.0617

Mountain Motorsports

000 Xxxx Xxxxxx Xxxxxxx Xxxxxxx

Xxxxxxxxxxx

XX

 

276

 

 

0100.04320.0679

Pure Magic Car Wash

0000 Xxxxx Xxxxxxx

Xxxxx

XX

 

277

 

 

0100.04321.0679

Pure Magic Car Wash

000 Xxxxxxx 000 X.

Xxxxxx Xxxx

XX

 

278

 

 

0100.04376.0474

KFC

0000 Xxxxxxx Xxxx

Xxxxxxx

XX

 

279

 

 

0100.04381.0474

KFC

0000 Xxxxx Xxxxxx

Xxxxxxx

XX

 

280

 

 

0100.04382.0474

KFC

000 X Xxxxx Xxxxxx Xxxx

Xxxxxxx

XX

 

281

 

 

0100.04383.0474

KFC

0000 Xxxxx Xxxx

Xxxxxxxx

XX

 

282

 

 

0100.04384.0474

KFC

000 X Xxxxxxxx Xxxxxx

Xxxxxxx

XX

 

283

 

 

0100.04385.0474

KFC

0000 X Xxxxx Xxxxxx

Xxxxxxx

XX

 

284

 

 

0100.04386.0474

KFC

0000 X Xxxxx Xxxxxx

Xxxxxxx

XX

 

285

 

 

0100.04387.0474

KFC

0000 Xxxxx Xxxxxxx Xxxx.

Memphis

TN

 

286

 

 

0100.04388.0474

KFC

0000 X. Xxxxxx Xxxxx

Xxxxxxx

XX

 

287

 

 

0100.04389.0474

KFC

0000 X Xxxxxxxxxx Xxxxxxx

Xxxxxxx

XX

 

288

 

 

0100.04539.0050

Academy

000 Xxxxxxxx Xxxxx Xxxx

Xx. Juliet

TN

 

289

 

 

0100.04572.0082

Xxxxx's

0000 X Xxxx Xxxxxx

Xxxxxxxxxx

XX

 

290

 

 

0100.04576.0198

Captain D's

000 X. Xxxx Xxxxxx

Xxxxxxxx

XX

 

291

 

 

0100.04613.0539

Oil Changers

00000 Xxxxxxx Xxxxxx

Xxxxxx

XX

 

292

 

 

0100.04614.0391

Happi & Friends

0000 Xxxx Xx

Xxxxxxxxxxxx

XX

 

293

 

 

0100.04668.0411

Tidal Wave Auto Spa

0000 X Xxxxxxxxxx Xxxxxxx

Xxxxxxx

XX

 

294

 

 

0100.04671.0407

Firebirds Wood Fired Grill

0000 Xxxxxxx Xxxxxx Xxxx

Xxxxxxxxxxxx

XX

 

295

 

 

0100.04680.0411

Tidal Wave Auto Spa

0000 Xxxxxxxxxx Xxxxxxx

Xxxxxxxxxxxx

XX

 

296

 

 

0100.04713.0103

Lakeway Animal Hospital

X Xxxxxxx 00 X

Xxxxxxxxx Xxxx

XX

 

297

 

 

0100.04714.0411

Tidal Wave Auto Spa

0000 00xx Xxx Xxxxxxxxx

Xxxxxxxxxxx

XX

 

298

 

 

0100.04735.0396

National Auto Parts

4725-0000 Xxxxxxx Xxxxxxx

Xxxxxxxxx

XX

 

299

 

 

0100.04737.0398

Auto Pro Tires Maryville

000 Xxxx Xxxxxx

Xxxxxxxxx

XX

 

300

 

 

0100.04758.0411

Tidal Wave Auto Spa

1768 - 0000 Xxxxxxx Xxxxxx

Xxxxxxxxxxx

XX

 

301

 

 

0110.00215.0135

Best Buy

000 Xxxxx Xxxxxxx Xxxxxxxxx

Xxxxxxx

XX

 

302

 

 

0110.00279.0250

CVS

0000 XX 00xx Xxxxxx

Xxxxxxxx Xxxx

XX

 

303

 

 

0110.00280.0675

PetSmart

0000 Xxxx Xxxxx Xxxxxxxxx

Xxxxxxx

XX

 

304

 

 

0110.00380.0860

Walgreens

0000 Xxxxxxxx Xxxx

Xxxxxxxxx

XX

 

305

 

 

0110.00609.0067

Amoco

0000 Xxx Xxxx Xxxx

Xxxxxxx

XX

 

306

 

 

0110.02227.0220

Cinemark

0000 Xxxxxx Xxxxxx

Xxxxxxxxxx

XX

 

307

 

 

0110.02824.0220

Cinemark

000 00xx Xxxxxx

Xxxxxx

XX

 

308

 

 

0110.03259.0198

Captain D's

0000 Xxxxxxx Xxxxxxxx Xxx.

Easley

SC

 

309

 

 

0110.03261.0356

Global

0000 Xxxxx Xxxxxx

Xxxxxxxxxx

XX

 

310

 

 

0110.03264.0356

Global

000 Xxxxxxx Xxxxxxxx

Xxxxxxxxxx

XX

 

311

 

 

0110.03265.0356

Global

000 Xxxxx Xxxx Xxxxxx

Xxxxxxxxx

XX

 

312

 

 

0110.03266.0356

Global

000 Xxxxxx Xxxxxx

Xxxxxxx

XX

 

313

 

 

0110.03267.0356

Global

00 Xxxxxxxx Xxxxxx

Xxxxxxxxxx

XX

 

314

 

 

0110.03268.0356

Global

000 Xxxxxxx Xxxxxx

Xxxxx Xxxxxx

XX

 

315

 

 

0110.03269.0356

Global

00 Xxxxxxx Xxxx

Xxxxxxx

XX

 

316

 

 

0110.03270.0356

Global

0000 Xxxxxxxx

Xxxxxx

XX

 

317

 

 

0110.03271.0356

Global

000 Xxxx Xxxxxx

Xxxxxxxx

XX

 

318

 

 

0110.03272.0356

Global

000 Xxxxxxxxx Xxxx

Xxxxxxxx

XX

 

319

 

 

0110.03273.0356

Global

000 Xxxxxx Xxxxxx

Xxxxxxxx

XX

 

320

 

 

0110.03274.0356

Global

000 XX Xxxxx 0

Xxxxxxxxxxx

XX

 

321

 

 

0110.03275.0356

Global

000 XX Xxxxx 0

Xxxx

XX

 

322

 

 

0110.03276.0356

Global

000 Xxxxxxxx Xxxxxx

Xxxxx

XX

 

323

 

 

0110.03277.0356

Global

00 Xxxxx Xxx

Xxxxxx

XX

 

324

 

 

0110.03278.0356

Global

000 Xxxxxx Xxxx

Xxxxxx

XX

 

325

 

 

0110.03279.0356

Global

0 Xxx 00

Xxxxxxxxxxx

XX

 

326

 

 

0110.03281.0356

Global

0000 Xxxx Xxxx Xxxx

Xxxxxxx

XX

 

327

 

 

0110.03282.0356

Global

00 Xxxx Xxxxxx

Xxxxxxxx

XX

 

328

 

 

0110.03283.0356

Global

0000 Xxxxxxxxxx Xxxxxx

Xxxxxxx

XX

 

329

 

 

0110.03284.0356

Global

000 Xxxxx Xxxxxx

Xxxxxxx

XX

 

330

 

 

0110.03285.0356

Global

000 Xxxxxxx Xxxxxx

Xxxxxxxxx

XX

 

331

 

 

0110.03286.0356

Global

0000 Xxxx Xxxxxx

Xxxxxxx

XX

 

332

 

 

0110.03287.0356

Global

000 Xxxx Xxxxxx

Xxxxxxxx

XX

 

333

 

 

0110.03288.0356

Global

000 Xxxxx 000

Xxxxxxx

XX

 

334

 

 

0110.03289.0356

Global

0 X Xxxx Xxxxxx

Xxxxx

XX

 

335

 

 

0110.03290.0356

Global

00 Xxxxx Xxxxxx

Xxxxxx

XX

 

336

 

 

0110.03291.0356

Global

1897 Plainfield Pike

Johnston

RI

 

337

 

 

0110.03292.0356

Global

000 Xxxx Xxxx

Xxxxxxxx

XX

 

338

 

 

0110.03293.0356

Global

0000 Xxxx Xxxxxx

Xxxxxxx

XX

 

 

5 of 50

 

 

 

Multi-Tenant

Reference Number

Property

Street Address

City

State

 

339

 

 

0151.00285.0735

Xxxx Dress for Less

2 Miracle Mile

Coral Gables

FL

 

340

 

 

0151.00600.0426

Home Depot

0000 X. Xxxxxxxxxx Xxxxx

Xxxxxxx

XX

 

341

 

 

0151.00601.0860

Walgreens

0000 X. Xxxxxxxxxx Xxxxx

Xxxxxxx

XX

 

342

 

Multi

0151.00779.0135

Best Buy

000 Xxxxxx Xxxx 00

Xxx Xxxxx

XX

 

 

Multi

0151.00779.0287

Dollar Plus

000 Xxxxxx Xxxx 00

Xxx Xxxxx

XX

 

 

Multi

0151.00779.0328

Five Guys Burgers and Fries

000 Xxxxxx Xxxx 00

Xxx Xxxxx

XX

 

 

Multi

0151.00779.0594

Mi Nails

000 Xxxxxx Xxxx 00

Xxx Xxxxx

XX

 

 

Multi

0151.00779.0654

Panera Bread

000 Xxxxxx Xxxx 00

Xxx Xxxxx

XX

 

 

Multi

0151.00779.0686

Papa Xxxx's

000 Xxxxxx Xxxx 00

Xxx Xxxxx

XX

 

 

Multi

0151.00779.0847

Vitamin Shoppe, The

000 Xxxxxx Xxxx 00

Xxx Xxxxx

XX

 

 

Multi

0151.00779.0873

Wild Birds Unlimited

000 Xxxxxx Xxxx 00

Xxx Xxxxx

XX

 

 

Multi

0151.00779.0896

Xxxxxxxxx Dermatology Group

000 Xxxxxx Xxxx 00

Xxx Xxxxx

XX

 

 

Multi

0151.00779.0931

Maurices

000 Xxxxxx Xxxx 00

Xxx Xxxxx

XX

 

343

 

 

0151.00781.0535

Circle K (Lil' Champ)

0000 000xx Xxxxxx

Xxxxxxxxxxxx

XX

 

344

 

 

0151.00791.0486

Kwik Pik

00 Xxxxxxxx Xxxxxx

Xxxxxxxx

XX

 

345

 

 

0151.01005.0798

Superior Petroleum

000 Xx. Xxxxx Xxxxxx

Xxxxxx

XX

 

346

 

 

0151.01019.0544

Fuel-On

000 Xxxxxxxxx Xxxxxx

Xxxxxxxxx

XX

 

347

 

 

0151.01125.0486

Kwik Pik

8th & Market Street

Port Royal

PA

 

348

 

 

0151.01320.0467

Circle K (Kangaroo Express)

0000 Xxxxxxxxxxxx Xxxx

Xxxxxx

XX

 

349

 

 

0151.01407.0621

Xxxxx'x Service Center

0000 Xxxxxxx Xxxxx Xxxx

Xxxxxx

XX

 

350

 

 

0151.01526.0661

Pep Boys

0000 Xxxxx Xxxxx

Xxxxxxx

XX

 

351

 

 

0151.01667.0503

LaPetite Academy

0000 Xxxxxxx Xxxx

Xxx Xxxxx

XX

 

352

 

 

0151.02224.0565

Mattress Firm

0000 X. Xxxxxxxx Xxxxx

Xxxxxxxxx

XX

 

353

 

 

0151.02225.0731

Raising Cane's

0000 X. Xxxxxxxx Xxxxx

Xxxxxxxxx

XX

 

354

 

 

0151.02414.0297

Dollar General

0000 Xxxxxx Xxxx

Xxxxxxx

XX

 

355

 

 

0151.02420.0233

Xxxx's

0000 Xxxxxxxx Xxxx

Xxxxxxxxxx

XX

 

356

 

 

0151.02851.0361

Gerber Collision

000 Xxxxxxx Xxxxxxxxxx Xxxxxxx

Xxxxxxxxx

XX

 

357

 

 

0151.02858.0361

Gerber Collision

00000 Xxxxxxxxxx Xxxxxxx

Xxxxxxx

XX

 

358

 

 

0151.03040.0420

Hobby Lobby

0000 Xxxxxxxxx Xx

Xxxxxxxxxxx

XX

 

359

 

 

0152.01584.0738

Sparkling Image

0000 X Xxxxxx

Xxxxxxxxxxx

XX

 

360

 

 

0152.01586.0738

Sparkling Image

0000 Xxxxxxxx Xxxxxxx

Xxxxxxxxxxx

XX

 

361

 

 

0152.01588.0738

Sparkling Image

0000 Xxxxxx Xxxxxx

Xxxxxxx

XX

 

362

 

 

0152.01589.0738

Sparkling Image

0000 Xxxxxxx Xxxxx

Xxxxxxx

XX

 

363

 

 

0152.01590.0738

Sparkling Image

0000 Xxx Xxxxxxxx Xxxx

Xxx Xxxxxxxx

XX

 

364

 

 

0152.01591.0738

Sparkling Image

0000 Xxxxx Xxxx

Xxxxxxxxxxx

XX

 

365

 

 

0152.01592.0738

Sparkling Image

0000 Xxxxx Xxxx

Xxxxxxxxxxx

XX

 

366

 

 

0152.01593.0738

Sparkling Image

0000 Xxxxx Xxxx

Xxxxxxxxxxx

XX

 

367

 

 

0152.01594.0738

Sparkling Image

0000 Xxxxxxxxx Xxxx

Xxxxxxxxxxx

XX

 

368

 

 

0153.01525.0661

Pep Boys

Calle Marginal Edficio 730

Guayama

PR

 

369

 

 

0158.00784.0211

Chili's

0000-X Xxxxxxxxxx Xxxxx

Xxxxxx

XX

 

370

 

 

0158.01322.0467

Circle K (Kangaroo Express)

0000 Xxxxxxx 00

Xxxxx

XX

 

371

 

 

0158.01340.0673

Circle K (Petro Express)

0000 X. Xxxxxx Xxxx

Xxxx Xxxx

XX

 

372

 

 

0158.01348.0673

Circle K (Petro Express)

000 Xxxxxxxxx Xxxx.

Fort Mill

SC

 

373

 

 

0158.01354.0673

Circle K (Petro Express)

000 Xxxxxxx Xxxxxx

Xxxx

XX

 

374

 

 

0158.01356.0673

Circle K (Petro Express)

000 Xxxxxxx Xxx

Xxxx Xxxx

XX

 

375

 

 

0158.01362.0286

Enterprise Leasing Company

0000 Xxxxxxxxx Xxxxxxx

Xxxx Xxxxx

XX

 

376

 

 

0158.01366.0673

Circle K (Petro Express)

0000 Xxxxxxxxx Xxxxxxx

Xxxx Xxxxx

XX

 

377

 

 

0158.01373.0587

Xxxxx Discount Tire

000 Xxxxxxx Xxxxxx

Xxxx Xxxx

XX

 

378

 

 

0158.01381.0673

Circle K (Petro Express)

0000 Xxxxxxxx Xxxx

Xxxx Xxxx

XX

 

379

 

 

0158.01446.0211

Chili's

0000 Xxxx Xxxxx Xxxxx

Xxxxxxxx

XX

 

380

 

 

0158.01463.0704

Pull-A-Part

5702 Monticello Rd

Columbia

SC

 

381

 

 

0158.01636.0809

TitleMax

000 X. Xxxx Xx.

Xxxxxxxxxx

XX

 

382

 

 

0158.01651.0809

TitleMax

0000 Xxxx Xxxxxxx Xxxx.

Taylors

SC

 

383

 

 

0158.01652.0809

TitleMax

000 Xxxxxxxxxxxx Xxx

Xxxxxx

XX

 

384

 

 

0158.01653.0809

TitleMax

3100 Two Notch Rd

Columbia

SC

 

385

 

 

0158.01656.0809

TitleMax

1932 Whiskey Rd.

Aiken

SC

 

386

 

 

0158.01837.0202

CarQuest

1296 Asheville Highway

Spartanburg

SC

 

387

 

 

0158.01838.0061

Advance Auto Parts

117 Charleston Hwy

West Columbia

SC

 

388

 

 

0158.01886.0800

Mid-South Bells (Taco Bell)

3152 North Main Street

Anderson

SC

 

389

 

 

0158.01888.0800

Mid-South Bells (Taco Bell)

615 Fairview Rd.

Simpsonville

SC

 

390

 

 

0158.01889.0800

Mid-South Bells (Taco Bell)

5197 Calhoun Memorial Hwy

Easley

SC

 

391

 

 

0158.01891.0800

Mid-South Bells (Taco Bell)

1783 Asheville Hwy

Spartanburg

SC

 

392

 

 

0158.01896.0800

Mid-South Bells (Taco Bell)

2 Mills Avenue

Greenville

SC

 

393

 

 

0158.01899.0800

Mid-South Bells (Taco Bell)

1610 Sandifer Boulevard

Seneca

SC

 

394

 

 

0158.01900.0800

Mid-South Bells (Taco Bell)

7680 Warren H. Abernathy Hwy.

Spartanburg

SC

 

395

 

 

0158.01902.0800

Mid-South Bells (Taco Bell)

1770 Woodruff Road

Greenville

SC

 

396

 

 

0158.01905.0800

Mid-South Bells (Taco Bell)

1608 W. Floyd Baker Blvd.

Gaffney

SC

 

397

 

 

0158.01908.0800

Mid-South Bells (Taco Bell)

11083 Asheville Highway

Inman

SC

 

398

 

 

0158.01909.0800

Mid-South Bells (Taco Bell)

3431 Highway 153

Piedmont

SC

 

399

 

 

0158.01910.0800

Mid-South Bells (Taco Bell)

1532 East Main Street

Duncan

SC

 

400

 

 

0158.01911.0800

Mid-South Bells (Taco Bell)

655 Highway 28 Bypass

Anderson

SC

 

401

 

 

0158.02014.0809

TitleMax

1297 S. Pleasantburg Dr.

Greenville

SC

 

 

6 of 50

 

 

 

Multi-Tenant

Reference Number

Property

Street Address

City

State

 

402

 

 

0158.02358.0211

Chili's

295 Ginny Lane

Lexington

SC

 

403

 

 

0158.02527.0835

Truist

1742 East Main Street

Spartanburg

SC

 

404

 

Multi

0158.02750.0487

Prisma Urgent Care

3322 N. Main Street

Anderson

SC

 

 

Multi

0158.02750.0846

Verizon Wireless

3322 N. Main Street

Anderson

SC

 

405

 

 

0158.02822.0345

At Home

35 Park Woodruff Dr.

Greenville

SC

 

406

 

 

0158.02829.0615

Northern Tool

190 Sloane Garden Road

Spartanburg

SC

 

407

 

 

0158.03052.0044

America's Auto Auction

651 Precast Lane

Moncks Corner

SC

 

408

 

 

0158.03088.0198

Captain D's

4004 Highway 9

Boiling Springs

SC

 

409

 

 

0158.03317.0740

QuikTrip

200 Harrison Bridge Rd.

Fountain Inn

SC

 

410

 

 

0158.03411.0198

Captain D's

7369 Two Notch Road

Columbia

SC

 

411

 

 

0158.03505.0198

Captain D's

1110 West Liberty St.

Sumter

SC

 

412

 

 

0158.03506.0198

Captain D's

818 Highway 1 South

Lugoff

SC

 

413

 

 

0158.03507.0198

Captain D's

990 Broughton Road

Orangeburg

SC

 

414

 

 

0158.03508.0198

Captain D's

102 Edgefield Road

North Augusta

SC

 

415

 

 

0158.03511.0404

Heartland Dental

789 Hammett Bridge Rd

Greer

SC

 

416

 

 

0158.03564.0587

Mavis Discount Tire

910 East Main St

Lexington

SC

 

417

 

 

0158.03565.0587

Mavis Discount Tire

217 John C. Calhoun Dr

Orangeburg

SC

 

418

 

 

0158.03566.0587

Mavis Discount Tire

4430 Hard Scrabble Road

Columbia

SC

 

419

 

 

0158.03567.0587

Mavis Discount Tire

1233 Bluff Road

Columbia

SC

 

420

 

 

0158.03568.0587

Mavis Discount Tire

1609 Fairlane Drive

West Columbia

SC

 

421

 

 

0158.03640.0675

PetSmart

1110 Hospitality Drive

Rock Hill

SC

 

422

 

 

0158.04068.0313

Express Oil Change

5330 Wade Hampton Blvd

Taylors

SC

 

423

 

 

0158.04075.0587

Mavis Discount Tire

104 N. Pine Street

Batesburg

SC

 

424

 

 

0158.04178.0404

Heartland Dental

2014 Laurel Street

Columbia

SC

 

425

 

 

0158.04281.0313

Express Oil Change

8455 Charlotte Highway

Fort Mill

SC

 

426

 

 

0158.04414.0197

Camping World

401 Sycamore Drive

Ridgeland

SC

 

427

 

 

0158.04505.0198

Captain D's

762 Bells Highway

Walterboro

SC

 

428

 

 

0158.04667.0411

Tidal Wave Auto Spa

531 Theydon Bend

Fort Mill

SC

 

429

 

 

0158.04756.0411

Tidal Wave Auto Spa

404 Silver Bluff Rd

Aiken

SC

 

430

 

 

0158.04776.0177

Southpaw Pet Resort

10 Fish Haul Road

Hilton Head Island

SC

 

431

 

 

0158.04777.0178

Camp Green Dog

1190 Argent Blvd

Ridgeland

SC

 

432

 

 

0159.03257.0529

Life Time Fitness

3939 Church Rd.

Mt. Laurel

NJ

 

433

 

 

0179.00079.0450

Jo-Ann etc

5625 So. Padre Island Drive

Corpus Christi

TX

 

434

 

Multi

0179.00080.0284

FX Video Game Exchange

5625-A So. Padre Island Drive

Corpus Christi

TX

 

 

Multi

0179.00080.0757

Spec's Liquor and Fine Foods

5625-A So. Padre Island Drive

Corpus Christi

TX

 

435

 

 

0179.00092.0299

Dollar Tree

3141 Broadway Blvd

Garland

TX

 

436

 

 

0179.00134.0095

Barnes & Noble

591 South University Drive

Plantation

FL

 

437

 

 

0179.00221.0250

CVS

2500 W. Park Row Dr.

Pantego

TX

 

438

 

 

0179.00241.0135

Best Buy

6600 22nd Ave North

St Petersburg

FL

 

439

 

 

0179.00248.0586

Murphy Oil

900 W. Pioneer Pkwy

Arlington

TX

 

440

 

 

0179.00262.0250

CVS

1496 FM 407

Lewisville

TX

 

441

 

 

0179.00263.0250

CVS

3350 Forest Hill Circle

Forest Hill

TX

 

442

 

 

0179.00266.0842

Vacant Property

10050 West Broad Street

Glen Allen

VA

 

443

 

 

0179.00267.0250

CVS

2510 Walnut St

Garland

TX

 

444

 

 

0179.00275.0842

Vacant Property

2705 Grapevine Mills Parkway

Grapevine

TX

 

445

 

 

0179.00290.0330

Food 4 Less

1320 E. 30th Street

National City

CA

 

446

 

 

0179.00304.0842

Vacant Property

4501 North Street

Nacogdoches

TX

 

447

 

 

0179.00309.0842

Vacant Property

1106 South Expressway 83

Harlingen

TX

 

448

 

Multi

0179.00312.0709

Spencer’s Air Conditioning & Appliance

7340 West Bell Road

Glendale

AZ

 

 

Multi

0179.00312.0842

Vacant Property

7340 W. Bell Road

Glendale

AZ

 

449

 

Multi

0179.00320.0615

Northern Tool

6250 Eastex Freeway

Beaumont

TX

 

 

Multi

0179.00320.0985

Urban Air

6250 Eastex Freeway

Beaumont

TX

 

450

 

 

0179.00321.0861

Warehouse Shoe Sale

8236 S. Gessner Road

Houston

TX

 

451

 

 

0179.00337.0285

Driscoll Children's Hospital

4525 Ayers Street

Corpus Christi

TX

 

452

 

 

0179.00345.0250

CVS

7102 Campbell Rd

Dallas

TX

 

453

 

 

0179.00456.0331

First Cash Pawn

1150 East Main

Alice

TX

 

454

 

 

0179.00457.0672

PetSense

830 S. 14th Street

Kingsville

TX

 

455

 

 

0179.00471.0831

Twin Peaks

3805 I-10 South

Beaumont

TX

 

456

 

 

0179.00472.0816

T-Mobile

595 East Round Grove Road

Lewisville

TX

 

457

 

 

0179.00475.0118

Brasao Brazilian Steak House

855 West John W. Carpenter Freeway

Irving

TX

 

458

 

 

0179.00487.0149

Bombones Sports Bar

11917 E. Northwest Highway

Dallas

TX

 

459

 

 

0179.00493.0445

Jared Jewelers

8275 Red Bug Lake Road

Oviedo

FL

 

460

 

 

0179.00497.0445

Jared Jewelers

11230 Midlothian Turnpike

Richmond

VA

 

461

 

 

0179.00532.0784

Stop N Go

2475 W. Tarrant Road

Grand Prairie

TX

 

462

 

 

0179.00542.0812

TGI Friday's

5217 S. Padre Island Drive

Corpus Christi

TX

 

463

 

 

0179.00578.0445

Jared Jewelers

7400 FM 1960 Road West

Houston

TX

 

464

 

Multi

0179.00622.0124

Beautiful America Dry Cleaners

12186 Lake Underhill Road

Orlando

FL

 

 

Multi

0179.00622.0143

BJ's Wholesale Club

12190 Lake Underhill Rd.

Orlando

FL

 

 

Multi

0179.00622.0244

CORA Rehabilitation Clinics

12184 Lake Underhill Road

Orlando

FL

 

 

Multi

0179.00622.0459

Just 4 Dogs Pet Salon

12188 Lake Underhill Road

Orlando

FL

 

 

Multi

0179.00622.0569

Magic China Café

12188 Lake Underhill Road

Orlando

FL

 

 

Multi

0179.00622.0666

Waterford Nails & Spa

12180 Lake Underhill Road

Orlando

FL

 

 

7 of 50

 

 

 

Multi-Tenant

Reference Number

Property

Street Address

City

State

 

465

 

 

0179.00671.0825

United Rentals

8221 Highway 225

La Porte

TX

 

466

 

 

0179.00675.0825

United Rentals

524 Avenue K

Plano

TX

 

467

 

 

0179.00678.0825

United Rentals

1350 South Loop 12

Irving

TX

 

468

 

 

0179.00679.0825

United Rentals

609 North Bell

Cedar Park

TX

 

469

 

 

0179.00681.0040

Action Gypsum Supply

1706 North Interstate-35 East

Carrollton

TX

 

470

 

 

0179.00688.0825

United Rentals

5930 East Loop 820 South

Fort Worth

TX

 

471

 

 

0179.00689.0825

United Rentals

5930 East Loop 820

Fort Worth

TX

 

472

 

 

0179.00692.0372

Goodwill

5600 East I-20

Fort Worth

TX

 

473

 

 

0179.00695.0586

Murphy Oil

1200 Eastchase Pkwy

Fort Worth

TX

 

474

 

 

0179.00698.0757

Spec's Liquor and Fine Foods

7530 State Hwy 155

Coffee City

TX

 

475

 

 

0179.00703.0175

Holiday Stationstores

1955 E. County Rd. D

Maplewood

MN

 

476

 

 

0179.00704.0901

Ziebart

6754 Pearl Rd.

Middleburg Heights

OH

 

477

 

 

0179.00707.0613

NTB Tire and Service Centers

1141 Bladensburg Road

Washington

DC

 

478

 

 

0179.00708.0613

NTB Tire and Service Centers

13776 Warwick Blvd.

Newport News

VA

 

479

 

 

0179.00709.0613

NTB Tire and Service Centers

201 W. Mercury Blvd.

Hampton

VA

 

480

 

 

0179.00710.0613

NTB Tire and Service Centers

7400 N. Military

Norfolk

VA

 

481

 

 

0179.00711.0613

NTB Tire and Service Centers

379 Hungerford Drive

Rockville

MD

 

482

 

 

0179.00713.0069

Ashley Furniture

7375 Jefferson Blvd

Louisville

KY

 

483

 

 

0179.00724.0199

Carl's Jr.

3790 West Ina Road

Tucson

AZ

 

484

 

 

0179.00725.0061

Advance Auto Parts

3699 Concord Pkwy S.

Concord

NC

 

485

 

 

0179.00726.0348

Gate Petroleum

760 N. Wesleyan Blvd

Rocky Mount

NC

 

486

 

 

0179.00727.0612

Nebraskaland Tire

5941 N. Air Cap Drive

Park City

KS

 

487

 

 

0179.00728.0440

Int'l House of Pancakes

2402 SE Delaware Ave

Ankeny

IA

 

488

 

 

0179.00729.0444

Jack in the Box

5960 Dallas Parkway

Plano

TX

 

489

 

 

0179.00730.0485

Kum & Go

12011 Blondo Street

Omaha

NE

 

490

 

 

0179.00731.0662

Perkins Restaurant

2425 E. Euclid Ave

Des Moines

IA

 

491

 

 

0179.00732.0662

Perkins Restaurant

2000 McKinley Ave

Des Moines

IA

 

492

 

 

0179.00733.0662

Perkins Restaurant

4601 Merle Hay Road

Des Moines

IA

 

493

 

 

0179.00734.0662

Perkins Restaurant

1505 W 19th Street

Newton

IA

 

494

 

 

0179.00735.0662

Perkins Restaurant

8601 Hickman Road

Urbandale

IA

 

495

 

 

0179.00745.0435

Hy-Vee

5169 Merle Hay Road

Johnston

IA

 

496

 

 

0179.00747.0435

Hy-Vee

11925 University Ave

Clive

IA

 

497

 

 

0179.00753.0136

Blue Beacon Truck Wash

16505 E. Admiral Place

Tulsa

OK

 

498

 

 

0179.00755.0741

Qwest Corporation Service Center

1550 Blairsferry Road

Cedar Rapids

IA

 

499

 

 

0179.00757.0860

Walgreens

1424 S. Yale Ave

Tulsa

OK

 

500

 

 

0179.00759.0808

Texas Roadhouse

2380 S. Blackhawk Street

Aurora

CO

 

501

 

 

0179.00764.0825

United Rentals

1201 Lake Washington Road

Melbourne

FL

 

502

 

 

0179.00767.0706

Rite Care Pharmacy

7560 Greenville Ave.

Dallas

TX

 

503

 

 

0179.00769.0450

Jo-Ann etc

5610 Suemandy Road

St. Peters

MO

 

504

 

 

0179.00773.0535

Circle K (Lil' Champ)

1515 N. Main Street

Gainesville

FL

 

505

 

 

0179.00783.0211

Chili's

2592 N. Columbia Street

Milledgeville

GA

 

506

 

 

0179.00785.0829

Savers Thrift Superstore

10899 Lincoln Trail

Fairview Heights

IL

 

507

 

 

0179.00786.0074

Amscot

8231 W. Hillsborough Ave.

Tampa

FL

 

508

 

Multi

0179.00843.0318

Famous Footwear

1776 DeMille Rd

Lapeer

MI

 

 

Multi

0179.00843.0744

Sally Beauty Supply

1750 DeMille Rd

Lapeer

MI

 

 

Multi

0179.00843.0842

Vacant Property

1768 DeMille Rd

Lapeer

MI

 

 

Multi

0179.00843.0919

ULTA Salon, Cosmetics and Fragrance

1750 DeMille Rd

Lapeer

MI

 

509

 

Multi

0179.00844.0224

Continental Rental

1818 DeMille Blvd.

Lapeer

MI

 

 

Multi

0179.00844.0379

Great Clips

1824 DeMille Road

Lapeer

MI

 

 

Multi

0179.00844.0382

Hear USA

1836 DeMille Road

Lapeer

MI

 

 

Multi

0179.00844.0441

JC Nails Salon

1828 DeMille Blvd.

Lapeer

MI

 

 

Multi

0179.00844.0994

Doctors of Physical Therapy

1842 DeMille Blvd.

Lapeer

MI

 

510

 

 

0179.00846.0381

Guitar Center

1641 W. County Rd. B-2

Roseville

MN

 

511

 

Multi

0179.00848.0336

Fresenius Medical Care

8925 Highway 6 North

Houston

TX

 

 

Multi

0179.00848.0842

Vacant Property

8925 Highway 6 North

Houston

TX

 

512

 

 

0179.00852.0803

Tony's Tires

2392 E. South Blvd

Montgomery

AL

 

513

 

 

0179.00859.0067

Amoco

710 South Federal Hwy

Deerfield Beach

FL

 

514

 

 

0179.00889.0025

7-Eleven (Susser/Stripes)

1400 Military Road

Brownsville

TX

 

515

 

 

0179.00890.0025

7-Eleven (Susser/Stripes)

1991 FM 802

Brownsville

TX

 

516

 

 

0179.00891.0025

7-Eleven (Susser/Stripes)

1998 Alton Gloor Blvd

Brownsville

TX

 

517

 

 

0179.00892.0025

7-Eleven (Susser/Stripes)

3595 West Alton Gloor Blvd

Brownsville

TX

 

518

 

 

0179.00893.0025

7-Eleven (Susser/Stripes)

3755 Boca Chica Boulevard

Brownsville

TX

 

519

 

 

0179.00894.0025

7-Eleven (Susser/Stripes)

3500 FM 802

Brownsville

TX

 

520

 

 

0179.00896.0025

7-Eleven (Susser/Stripes)

6106 Padre Island Highway

Brownsville

TX

 

521

 

 

0179.00897.0025

7-Eleven (Susser/Stripes)

7401 Padre Island Highway

Brownsville

TX

 

522

 

 

0179.00898.0025

7-Eleven (Susser/Stripes)

850 Old Port Isabel Road

Brownsville

TX

 

523

 

 

0179.00899.0025

7-Eleven (Susser/Stripes)

10361 So. Padre Island Drive

Corpus Christi

TX

 

524

 

 

0179.00901.0025

7-Eleven (Susser/Stripes)

14901 Northwest Blvd

Corpus Christi

TX

 

525

 

 

0179.00902.0025

7-Eleven (Susser/Stripes)

15233 S. Padre Island Drive

Corpus Christi

TX

 

526

 

 

0179.00909.0025

7-Eleven (Susser/Stripes)

6002 Ayers Street

Corpus Christi

TX

 

527

 

 

0179.00911.0025

7-Eleven (Susser/Stripes)

616 N. Daniel Salinas Boulevard

Donna

TX

 

528

 

 

0179.00912.0025

7-Eleven (Susser/Stripes)

4218 S. McColl Road

Edinburg

TX

 

 

8 of 50

 

 

 

Multi-Tenant

Reference Number

Property

Street Address

City

State

 

529

 

 

0179.00914.0025

7-Eleven (Susser/Stripes)

500 East Rice St

Falfurias

TX

 

530

 

 

0179.00915.0025

7-Eleven (Susser/Stripes)

100 W Riley (Hwy 44)

Freer

TX

 

531

 

 

0179.00916.0025

7-Eleven (Susser/Stripes)

1800 N. Highway 37

George West

TX

 

532

 

 

0179.00917.0025

7-Eleven (Susser/Stripes)

202 North Ed Carey Drive

Harlingen

TX

 

533

 

 

0179.00918.0025

7-Eleven (Susser/Stripes)

2423 E. Tyler Ave

Harlingen

TX

 

534

 

 

0179.00919.0025

7-Eleven (Susser/Stripes)

3201 East Harrison Avenue

Harlingen

TX

 

535

 

 

0179.00920.0025

7-Eleven (Susser/Stripes)

101 East Expressway 83

La Feria

TX

 

536

 

 

0179.00921.0025

7-Eleven (Susser/Stripes)

101 W. Del Mar Blvd.

Laredo

TX

 

537

 

 

0179.00922.0216

Stripes (Sunoco)

1200 E. Del Mar Blvd

Laredo

TX

 

538

 

 

0179.00923.0025

7-Eleven (Susser/Stripes)

2501 E Del Mar

Laredo

TX

 

539

 

 

0179.00924.0025

7-Eleven (Susser/Stripes)

602 Prada Machin Drive

Laredo

TX

 

540

 

 

0179.00925.0025

7-Eleven (Susser/Stripes)

8612 McPherson Avenue

Laredo

TX

 

541

 

 

0179.00926.0025

7-Eleven (Susser/Stripes)

9304 FM 1472

Laredo

TX

 

542

 

 

0179.00928.0216

Stripes (Sunoco)

4236 S.E. Lee Blvd.

Lawton

OK

 

543

 

 

0179.00931.0025

7-Eleven (Susser/Stripes)

4712 Military Hwy

McAllen

TX

 

544

 

 

0179.00934.0025

7-Eleven (Susser/Stripes)

2400 Hwy 83 E

Mission

TX

 

545

 

 

0179.00936.0025

7-Eleven (Susser/Stripes)

2900 W 3 Mile Road

Mission

TX

 

546

 

 

0179.00937.0025

7-Eleven (Susser/Stripes)

7900 North Expressway

Olmito

TX

 

547

 

 

0179.00938.0025

7-Eleven (Susser/Stripes)

1919 W. Ridge Road

Pharr

TX

 

548

 

 

0179.00939.0025

7-Eleven (Susser/Stripes)

1621 W. Sam Houston Street

Pharr

TX

 

549

 

 

0179.00940.0025

7-Eleven (Susser/Stripes)

7401 S. Jackson Road

Pharr

TX

 

550

 

 

0179.00942.0025

7-Eleven (Susser/Stripes)

1685 West Highway 100

Port Isabel

TX

 

551

 

 

0179.00943.0025

7-Eleven (Susser/Stripes)

1650 Wildcat Drive

Portland

TX

 

552

 

 

0179.00944.0025

7-Eleven (Susser/Stripes)

435 West Highway 281

Progreso

TX

 

553

 

 

0179.00945.0025

7-Eleven (Susser/Stripes)

6240 South Highway 77

Riviera

TX

 

554

 

 

0179.00946.0025

7-Eleven (Susser/Stripes)

331 Padre Blvd.

South Padre Island

TX

 

555

 

 

0179.00947.0025

7-Eleven (Susser/Stripes)

2500 West Expressway 83

San Benito

TX

 

556

 

 

0179.00948.0025

7-Eleven (Susser/Stripes)

1701 N. Raul Longoria

San Juan

TX

 

557

 

 

0179.00952.0216

Stripes (Sunoco)

2200 SW Parkway

Wichita Falls

TX

 

558

 

 

0179.00953.0216

Stripes (Sunoco)

3601 Callfield Road

Wichita Falls

TX

 

559

 

 

0179.00954.0216

Stripes (Sunoco)

5376 Kell Blvd

Wichita Falls

TX

 

560

 

 

0179.00955.0025

7-Eleven (Susser/Stripes)

2305 FM 511

Brownsville

TX

 

561

 

 

0179.00956.0025

7-Eleven (Susser/Stripes)

2684 W. Alton Gloor Blvd

Brownsville

TX

 

562

 

 

0179.00957.0025

7-Eleven (Susser/Stripes)

15302 S. Padre Island Drive

Corpus Christi

TX

 

563

 

 

0179.00958.0025

7-Eleven (Susser/Stripes)

1218 W. Canton Road

Edinburg

TX

 

564

 

 

0179.00959.0025

7-Eleven (Susser/Stripes)

702 East US Hwy 281

Los Indios

TX

 

565

 

 

0179.00960.0025

7-Eleven (Susser/Stripes)

3901 N. Ware Road

McAllen

TX

 

566

 

 

0179.00961.0025

7-Eleven (Susser/Stripes)

2195 West Hwy 77

San Benito

TX

 

567

 

 

0179.00962.0025

7-Eleven (Susser/Stripes)

101 W. Nolana Loop

San Juan

TX

 

568

 

 

0179.00964.0074

Amscot

5912 South Orange Blossom Trail

Orlando

FL

 

569

 

 

0179.00966.0074

Amscot

5901 S. John Young Parkway

Orlando

FL

 

570

 

 

0179.01000.0486

Kwik Pik

12996 Main Rd.

Newstead

NY

 

571

 

 

0179.01001.0486

Kwik Pik

2 East Main Street

Canisteo

NY

 

572

 

 

0179.01021.0290

Empire Buffet

2340 E Griggs Ave

Las Cruces

NM

 

573

 

 

0179.01031.0074

Amscot

4445 Silver Star Road

Orlando

FL

 

574

 

 

0179.01032.0535

Circle K (Lil' Champ)

6820 Maricamp Road

Ocala

FL

 

575

 

 

0179.01033.0074

Amscot

2033 Americana Blvd

Orlando

FL

 

576

 

 

0179.01037.0800

Bell Indiana (Taco Bell)

1105 25th Street

Columbus

IN

 

577

 

 

0179.01038.0800

Bell Indiana (Taco Bell)

3132 E. Wabash Ave.

Terre Haute

IN

 

578

 

 

0179.01039.0800

Bell Indiana (Taco Bell)

6327 E. 82nd Street

Indianapolis

IN

 

579

 

 

0179.01040.0800

Bell Indiana (Taco Bell)

6215 Crawfordsville Road

Speedway

IN

 

580

 

 

0179.01041.0800

Bell Indiana (Taco Bell)

3636 US Highway 41

Terre Haute

IN

 

581

 

 

0179.01042.0800

Bell Indiana (Taco Bell)

2326 N. 6th Street

Vincennes

IN

 

582

 

 

0179.01043.0800

Bell Indiana (Taco Bell)

4620 Frederica

Owensboro

KY

 

583

 

 

0179.01044.0800

Bell Indiana (Taco Bell)

3520 Jonathan Moore Pike

Columbus

IN

 

584

 

 

0179.01045.0800

Bell Indiana (Taco Bell)

1500 N. Willow

Evansville

IN

 

585

 

 

0179.01046.0800

Bell Indiana (Taco Bell)

1621 E. State Road 44

Shelbyville

IN

 

586

 

 

0179.01047.0800

Bell Indiana (Taco Bell)

1915 N. Lincoln Street

Greensburg

IN

 

587

 

 

0179.01048.0800

Bell Indiana (Taco Bell)

2999 W. 16th Street

Bedford

IN

 

588

 

 

0179.01050.0800

Bell Indiana (Taco Bell)

21 N. Madison Square Ave.

Madisonville

KY

 

589

 

 

0179.01051.0800

Bell Indiana (Taco Bell)

11425 Allisonville Road

Fishers

IN

 

590

 

 

0179.01052.0800

Bell Indiana (Taco Bell)

4422 W. Lloyd Expressway

Evansville

IN

 

591

 

 

0179.01053.0800

Bell Indiana (Taco Bell)

2408 W. Maryland Street

Evansville

IN

 

592

 

 

0179.01054.0800

Bell Indiana (Taco Bell)

5712 W. 86th Street

Indianapolis

IN

 

593

 

 

0179.01079.0907

Circle K (Shop-a-Snak)

580 14th Street South

Bessemer

AL

 

594

 

 

0179.01080.0907

Circle K (Shop-a-Snak)

16725 Highway 280

Chelsea

AL

 

595

 

 

0179.01081.0907

Circle K (Shop-a-Snak)

613 Highway 78 E

Jasper

AL

 

596

 

 

0179.01082.0907

Circle K (Shop-a-Snak)

2677 Valleydale Road

Hoover

AL

 

597

 

 

0179.01083.0907

Circle K (Shop-a-Snak)

1503 11th Ave South

Birmingham

AL

 

598

 

 

0179.01084.0907

Circle K (Shop-a-Snak)

3640 Lorna Road

Birmingham

AL

 

599

 

 

0179.01085.0907

Circle K (Shop-a-Snak)

701 Key Drive

Birmingham

AL

 

600

 

 

0179.01086.0907

Circle K (Shop-a-Snak)

400 Greensprings Parkway

Homewood

AL

 

 

9 of 50

 

 

 

Multi-Tenant

Reference Number

Property

Street Address

City

State

 

601

 

 

0179.01087.0907

Circle K (Shop-a-Snak)

2501 John Hawkins Parkway

Hoover

AL

 

602

 

 

0179.01088.0907

Circle K (Shop-a-Snak)

7245 Skyland Blvd. East

Tuscaloosa

AL

 

603

 

 

0179.01089.0907

Circle K (Shop-a-Snak)

2400 McFarland Blvd.

Tuscaloosa

AL

 

604

 

 

0179.01090.0907

Circle K (Shop-a-Snak)

615 University Blvd.

Tuscaloosa

AL

 

605

 

 

0179.01091.0907

Circle K (Shop-a-Snak)

199 Main Street

Trussville

AL

 

606

 

 

0179.01092.0907

Circle K (Shop-a-Snak)

2195 Highway 150

Hoover

AL

 

607

 

 

0179.01093.0282

Fas Mart

172 S. Bell School Road

Rockford

IL

 

608

 

 

0179.01094.0282

Fas Mart

2900 S. Grand Ave

Springfield

IL

 

609

 

 

0179.01096.0282

Fas Mart

1734 Sycamore Road

Dekalb

IL

 

610

 

 

0179.01097.0282

Fas Mart

2406 Bell School Road

Cherry Valley

IL

 

611

 

 

0179.01099.0282

Fas Mart

2405 N. 22nd Street

Decatur

IL

 

612

 

 

0179.01100.0282

Fas Mart

2001 N. State Street

Belvidere

IL

 

613

 

 

0179.01101.0866

Road Ranger

100 Plaza Drive

Elk Run Heights

IA

 

614

 

 

0179.01102.0866

Road Ranger

3752 Camp Butler Road

Springfield

IL

 

615

 

 

0179.01103.0866

Road Ranger

102 East Wood Drive

Oakdale

WI

 

616

 

 

0179.01104.0866

Road Ranger

2151 Ripley Street

Lake Station

IN

 

617

 

 

0179.01105.0866

Road Ranger

2762 County Highway N

Cottage Grove

WI

 

618

 

 

0179.01106.0866

Road Ranger

990 W. SR 42

Brazil

IN

 

619

 

 

0179.01107.0866

Road Ranger

2705 12th Street

Mendota

IL

 

620

 

 

0179.01109.0282

Fas Mart

3429 N Main Street

Rockford

IL

 

621

 

 

0179.01133.0704

Pull-A-Part

327 Sand Bar Ferry Road

Augusta

GA

 

622

 

 

0179.01134.0704

Pull-A-Part

4416 Buford Highway

Norcross

GA

 

623

 

 

0179.01135.0704

Pull-A-Part

1540 Henrico Road

Conley

GA

 

624

 

 

0179.01137.0704

Pull-A-Part

1900 Vanderbilt Rd.

Birmingham

AL

 

625

 

 

0179.01138.0704

Pull-A-Part

6004 N. Tryon St.

Charlotte

NC

 

626

 

 

0179.01139.0704

Pull-A-Part

6825 Recovery Rd.

Louisville

KY

 

627

 

 

0179.01140.0704

Pull-A-Part

4401 Peters Road

Harvey

LA

 

628

 

 

0179.01142.0704

Pull-A-Part

249 Galbert Road

Lafayette

LA

 

629

 

 

0179.01143.0704

Pull-A-Part

4433 West 130th Street

Cleveland

OH

 

630

 

 

0179.01144.0467

Circle K (Kangaroo Express)

7249 US Hwy 15-501

Carthage

NC

 

631

 

 

0179.01145.0467

Circle K (Kangaroo Express)

2120 Juniper Lake Road

West End

NC

 

632

 

 

0179.01148.0467

Circle K (Kangaroo Express)

2206 Jefferson Davis Hwy

Sanford

NC

 

633

 

 

0179.01149.0467

Circle K (Kangaroo Express)

5198 SE Abshier Blvd.

Belleview

FL

 

634

 

 

0179.01150.0838

Sunoco

2517 South 3rd Street

Jacksonville Beach

FL

 

635

 

 

0179.01151.0838

Sunoco

10550 San Jose Blvd

Jacksonville

FL

 

636

 

 

0179.01155.0270

Denny's (Franchisee)

310 S. Shackleford Drive

Little Rock

AR

 

637

 

 

0179.01157.0270

Denny's (Franchisee)

5000 Oracle Road

Tucson

AZ

 

638

 

 

0179.01158.0842

Vacant Property

2060 Bascom Avenue

Campbell

CA

 

639

 

 

0179.01159.0270

Denny's (Franchisee)

600 Carson Plaza Drive

Carson

CA

 

640

 

 

0179.01161.0270

Denny's (Franchisee)

4747 Pacific Highway

Stockton

CA

 

641

 

 

0179.01162.0689

Quick Quack Car Wash

1450 Harrison Road

Colorado Springs

CO

 

642

 

 

0179.01163.0990

Urban Tandoor, Indian Wine & Dine

8125 N. Academy Blvd.

Colorado Springs

CO

 

643

 

 

0179.01165.0275

Haya Sushi

111 Elm Street

Enfield

CT

 

644

 

 

0179.01166.0731

Raising Cane's

1298 Silas Deane Highway

Wethersfield

CT

 

645

 

Multi

0179.01167.0703

Pollo Tropical

7405 W. 4th Ave

Hialeah

FL

 

 

Multi

0179.01167.0800

Taco Bell

7405 W. 4th Ave

Hialeah

FL

 

646

 

 

0179.01168.0270

Denny's (Franchisee)

5825 NW 36th Street

Virginia Gardens

FL

 

647

 

 

0179.01169.0270

Denny's (Franchisee)

1450 NE Miami Gardens Dr

Miami

FL

 

648

 

 

0179.01173.0270

Denny's (Franchisee)

2580 Airport Way

Boise

ID

 

649

 

 

0179.01174.0270

Denny's (Franchisee)

4310 Yellowstone Avenue

Chubbuck

ID

 

650

 

 

0179.01175.0270

Denny's (Franchisee)

607 Northside Blvd

Nampa

ID

 

651

 

 

0179.01176.0270

Denny's (Franchisee)

17 W. Algonquin Road

Arlington Heights

IL

 

652

 

 

0179.01177.0270

Denny's (Franchisee)

522 Ramada Blvd.

Collinsville

IL

 

653

 

 

0179.01179.0270

Denny's (Franchisee)

6288 E. 82nd Street

Indianapolis

IN

 

654

 

 

0179.01180.0289

El Jalapeno

4902 SE Street

Indianapolis

IN

 

655

 

 

0179.01181.0270

Denny's (Franchisee)

6241 Crawfordsville Road

Indianapolis

IN

 

656

 

 

0179.01182.0270

Denny's (Franchisee)

8901 US 31 South

Indianapolis

IN

 

657

 

 

0179.01183.0270

Denny's (Franchisee)

8808 North Michigan Road

Indianapolis

IN

 

658

 

 

0179.01185.0270

Denny's (Franchisee)

4260 State Road 26 E

Lafayette

IN

 

659

 

 

0179.01187.0270

Denny's (Co. Owned)

494 Lincoln Street

Worcester

MA

 

660

 

 

0179.01188.0270

Denny's (Franchisee)

314 Washington Blvd.

Laurel

MD

 

661

 

 

0179.01191.0270

Denny's (Franchisee)

255 Century Avenue N.

Maplewood

MN

 

662

 

 

0179.01192.0413

Take 5 Car Wash

2925 N. Hwy. 67

Florissant

MO

 

663

 

 

0179.01194.0270

Denny's (Franchisee)

10575 Watson Road

Sunset Hills

MO

 

664

 

 

0179.01195.0270

Denny's (Franchisee)

975 S. Main Street

Kernersville

NC

 

665

 

 

0179.01196.0270

Denny's (Franchisee)

3215 Wake Forest Road

Raleigh

NC

 

666

 

 

0179.01197.0270

Denny's (Franchisee)

3509 S. 84th Street

Omaha

NE

 

667

 

 

0179.01198.0270

Denny's (Franchisee)

4927 Mahoning Avenue

Austintown

OH

 

668

 

 

0179.01200.0328

Five Guys Burgers and Fries

17695 Bagley Road

Middleburg Heights

OH

 

669

 

 

0179.01201.0811

Third Federal Savings

1616 Snow Road

Parma

OH

 

670

 

 

0179.01203.0840

Vacant Land

15815 SE 82nd Drive

Clackamas

OR

 

671

 

 

0179.01206.0270

Denny's (Franchisee)

1710 I-40 East

Amarillo

TX

 

 

10 of 50

 

 

 

Multi-Tenant

Reference Number

Property

Street Address

City

State

 

672

 

 

0179.01207.0270

Denny's (Franchisee)

4918 South Padre Island Drive

Corpus Christi

TX

 

673

 

 

0179.01209.0270

Denny's (Franchisee)

9009 Skillman Road

Dallas

TX

 

674

 

 

0179.01210.0546

Little Germany Restaurant

6737 Camp Bowie Blvd.

Fort Worth

TX

 

675

 

 

0179.01211.0270

Denny's (Franchisee)

3332 S. Loop W

Houston

TX

 

676

 

 

0179.01213.0836

Sweet Berries Cafe

1835 Texoma Parkway

Sherman

TX

 

677

 

 

0179.01214.0270

Denny's (Franchisee)

1422 State Hwy. 6 S.

Sugarland

TX

 

678

 

 

0179.01215.0270

Denny's (Franchisee)

1680 N. 200 West

Provo

UT

 

679

 

 

0179.01216.0270

Denny's (Franchisee)

7214 Richmond Highway

Alexandria

VA

 

680

 

 

0179.01217.0270

Denny's (Franchisee)

10473 Fairfax Blvd

Fairfax

VA

 

681

 

 

0179.01218.0270

Denny's (Franchisee)

118 Interstate Avenue

Chehalis

WA

 

682

 

 

0179.01219.0270

Denny's (Franchisee)

34726 S. 16th

Federal Way

WA

 

683

 

 

0179.01220.0083

Antojo Mexican Grill

6112 100th Street SW

Lakewood

WA

 

684

 

 

0179.01221.0074

Amscot

1825 Gulf to Bay Boulevard

Clearwater

FL

 

685

 

 

0179.01224.0467

Circle K (Kangaroo Express)

34920 Emerald Coast Parkway

Destin

FL

 

686

 

 

0179.01225.0467

Circle K (Kangaroo Express)

4563 Highway 20E

Niceville

FL

 

687

 

 

0179.01227.0025

7-Eleven (Susser/Stripes)

2005 W. Palma Vista Dr.

Palmview

TX

 

688

 

 

0179.01229.0467

Circle K (Kangaroo Express)

1800 N. Croatan Hwy

Kill Devil Hills

NC

 

689

 

 

0179.01230.0467

Circle K (Kangaroo Express)

100 South Croatan Highway

Kill Devil Hills

NC

 

690

 

 

0179.01231.0467

Circle K (Kangaroo Express)

1137 State Road 20

Interlachen

FL

 

691

 

 

0179.01238.0547

Logan's Roadhouse

2820 MacArthur Dr

Alexandria

LA

 

692

 

 

0179.01239.0547

Logan's Roadhouse

3509 Gerstner Memorial Pkwy

Lake Charles

LA

 

693

 

 

0179.01241.0547

Logan's Roadhouse

4740 Valley View Blvd

Roanoke

VA

 

694

 

 

0179.01244.0746

Saltgrass Steakhouse

1141 Hwy 35 North

San Marcos

TX

 

695

 

 

0179.01254.0547

Logan's Roadhouse

1310 N. Eisenhower Drive

Beckley

WV

 

696

 

 

0179.01255.0255

Dave & Buster's

3665 Park Mill Run Drive

Hilliard

OH

 

697

 

 

0179.01258.0547

Logan's Roadhouse

948 North East Loop 820

Hurst

TX

 

698

 

 

0179.01259.0891

Yakiniku Korean and Japanese BBQ

6685 Airways Blvd.

Southaven

MS

 

699

 

 

0179.01261.0547

Logan's Roadhouse

7612 N. 10th Street

McAllen

TX

 

700

 

 

0179.01263.0704

Pull-A-Part

4444 Norman Bridge Road

Montgomery

AL

 

701

 

 

0179.01264.0467

Circle K (Kangaroo Express)

14630 US Highway 231

Midland City

AL

 

702

 

 

0179.01265.0704

Pull-A-Part

4000 I-55 South

Jackson

MS

 

703

 

 

0179.01269.0025

7-Eleven (Susser/Stripes)

2798 West Highway 83

Rio Grande City

TX

 

704

 

 

0179.01270.0025

7-Eleven (Susser/Stripes)

102 N. Stuart Place

Zapata

TX

 

705

 

 

0179.01271.0025

7-Eleven (Susser/Stripes)

2201 South I Road

San Juan

TX

 

706

 

 

0179.01272.0025

7-Eleven (Susser/Stripes)

1837 N. Stuart Place

Harlingen

TX

 

707

 

 

0179.01275.0467

Circle K (Kangaroo Express)

4025 Pine Ridge Road

Naples

FL

 

708

 

 

0179.01276.0924

Healthy Pet

2030 Lawrenceville-Suwanee Road

Suwanee

GA

 

709

 

 

0179.01279.0866

Road Ranger

2835 North Main Street

Princeton

IL

 

710

 

 

0179.01280.0866

Road Ranger

6070 Gardner Street

South Beloit

IL

 

711

 

 

0179.01282.0282

Fas Mart

933 South 4th Street

DeKalb

IL

 

712

 

 

0179.01283.0866

Road Ranger

19 N 681 US Highway 20

Hampshire

IL

 

713

 

 

0179.01284.0866

Road Ranger

4910 N Market Street

Champaign

IL

 

714

 

 

0179.01286.0603

Mister Car Wash

423 N. Pines Road

Spokane

WA

 

715

 

 

0179.01287.0603

Mister Car Wash

1022 N. Division Street

Spokane

WA

 

716

 

 

0179.01288.0603

Mister Car Wash

7711 Normandale Blvd.

Edina

MN

 

717

 

 

0179.01289.0603

Mister Car Wash

1555 West County Rd. B

Roseville

MN

 

718

 

 

0179.01291.0603

Mister Car Wash

110 E. Thompson Ave. East

West St Paul

MN

 

719

 

 

0179.01292.0603

Mister Car Wash

700 E. River Rd

Anoka

MN

 

720

 

 

0179.01293.0603

Mister Car Wash

8280 Flying Cloud Road

Eden Prairie

MN

 

721

 

 

0179.01294.0603

Mister Car Wash

8508 Xylon Avenue N.

Brooklyn Park

MN

 

722

 

 

0179.01295.0603

Mister Car Wash

8420 E. Point Douglas Road

Cottage Grove

MN

 

723

 

 

0179.01296.0603

Mister Car Wash

3104 W. Division St.

St. Cloud

MN

 

724

 

 

0179.01297.0603

Mister Car Wash

11318 Highway 55

Plymouth

MN

 

725

 

 

0179.01298.0603

Mister Car Wash

2525 Ingersoll Ave.

Des Moines

IA

 

726

 

 

0179.01299.0603

Mister Car Wash

8727 University Ave.

Clive

IA

 

727

 

 

0179.01300.0603

Mister Car Wash

5055 Northland Ave. NE

Cedar Rapids

IA

 

728

 

 

0179.01301.0603

Mister Car Wash

3333 Merle Hay Road

Des Moines

IA

 

729

 

 

0179.01302.0603

Mister Car Wash

640 W. Crosstimbers

Houston

TX

 

730

 

 

0179.01304.0603

Mister Car Wash

2251 Voss Road

Houston

TX

 

731

 

 

0179.01305.0603

Mister Car Wash

210 F.M. 1960 Road East

Houston

TX

 

732

 

 

0179.01306.0603

Mister Car Wash

10760 Westheimer Road

Houston

TX

 

733

 

 

0179.01307.0603

Mister Car Wash

6612 F.M. 1960 Road

Houston

TX

 

734

 

 

0179.01308.0603

Mister Car Wash

6107 Hillcroft Street

Houston

TX

 

735

 

 

0179.01309.0603

Mister Car Wash

380 Uvalde Road

Houston

TX

 

736

 

 

0179.01310.0603

Mister Car Wash

9637 FM 1960 By Pass Rd West

Humble

TX

 

737

 

 

0179.01311.0603

Mister Car Wash

3130 Kirby Dr

Houston

TX

 

738

 

 

0179.01312.0603

Mister Car Wash

2530 Hwy 6

Sugarland

TX

 

739

 

 

0179.01313.0704

Pull-A-Part

8056 Greenwell Springs Road

Baton Rouge

LA

 

740

 

 

0179.01317.0467

Circle K (Kangaroo Express)

21195 Highway 25

Columbiana

AL

 

741

 

 

0179.01318.0924

Healthy Pet

2403 Boulevard

Colonial Heights

VA

 

742

 

 

0179.01323.0282

Fas Mart

2349 Blairs Ferry Road

Cedar Rapids

IA

 

743

 

 

0179.01324.0282

Fas Mart

998 8th Avenue

Marion

IA

 

 

11 of 50

 

 

 

Multi-Tenant

Reference Number

Property

Street Address

City

State

 

744

 

 

0179.01325.0467

Circle K (Kangaroo Express)

901 Avenue G

Kentwood

LA

 

745

 

 

0179.01326.0324

Ferguson

136 N. Geronimo Street

Destin

FL

 

746

 

 

0179.01330.0467

Circle K (Kangaroo Express)

302 Ross Clark Circle

Dothan

AL

 

747

 

 

0179.01333.0673

Circle K (Petro Express)

6500 Fairview Road

Charlotte

NC

 

748

 

 

0179.01335.0228

Chipotle

4336 Park Road

Charlotte

NC

 

749

 

 

0179.01336.0673

Circle K (Petro Express)

7035 East WT Harris Blvd

Charlotte

NC

 

750

 

 

0179.01338.0467

Circle K (Kangaroo Express)

4900 N. Tryon Street

Charlotte

NC

 

751

 

 

0179.01339.0467

Circle K (Kangaroo Express)

3800 Wilkinson Blvd.

Charlotte

NC

 

752

 

 

0179.01342.0673

Circle K (Petro Express)

2483 Franklin Blvd

Gastonia

NC

 

753

 

 

0179.01344.0673

Circle K (Petro Express)

6230 W. Sugar Creek Road

Charlotte

NC

 

754

 

 

0179.01346.0673

Circle K (Petro Express)

10409 Mallard Creek Rd

Charlotte

NC

 

755

 

 

0179.01347.0673

Circle K (Petro Express)

8505 S. Tryon St.

Charlotte

NC

 

756

 

 

0179.01349.0673

Circle K (Petro Express)

11640 Providence Road

Charlotte

NC

 

757

 

 

0179.01351.0673

Circle K (Petro Express)

7405 Hwy 73

Denver

NC

 

758

 

 

0179.01353.0673

Circle K (Petro Express)

131 Turnersburg Hwy

Statesville

NC

 

759

 

 

0179.01355.0673

Circle K (Petro Express)

8501 Concord Mills Blvd

Concord

NC

 

760

 

 

0179.01359.0673

Circle K (Petro Express)

6441 Wilkinson Blvd.

Belmont

NC

 

761

 

 

0179.01360.0673

Circle K (Petro Express)

2853 N. Center Street

Hickory

NC

 

762

 

 

0179.01361.0313

Express Oil Change

1529 Concord Parkway North

Concord

NC

 

763

 

 

0179.01364.0673

Circle K (Petro Express)

4923 S. Tryon Street

Charlotte

NC

 

764

 

 

0179.01368.0673

Circle K (Petro Express)

225 Cleveland Avenue

Kings Mountain

NC

 

765

 

 

0179.01369.0673

Circle K (Petro Express)

516 Cox Road

Gastonia

NC

 

766

 

 

0179.01370.0673

Circle K (Petro Express)

3794 E. Franklin Blvd

Gastonia

NC

 

767

 

 

0179.01371.0673

Circle K (Petro Express)

9424 S. Tryon Street

Charlotte

NC

 

768

 

 

0179.01374.0673

Circle K (Petro Express)

9620 Rea Road

Charlotte

NC

 

769

 

 

0179.01375.0673

Circle K (Petro Express)

5905 Waxhaw Highway

Mineral Springs

NC

 

770

 

 

0179.01376.0673

Circle K (Petro Express)

1805 N. Morgan Mill Road

Monroe

NC

 

771

 

 

0179.01377.0673

Circle K (Petro Express)

3503 Weddington Road

Monroe

NC

 

772

 

 

0179.01378.0673

Circle K (Petro Express)

601 E. South Main Street

Waxhaw

NC

 

773

 

 

0179.01379.0673

Circle K (Petro Express)

3006 Old Charlotte Hwy

Monroe

NC

 

774

 

 

0179.01380.0673

Circle K (Petro Express)

4500 Randolph Road

Charlotte

NC

 

775

 

 

0179.01382.0673

Circle K (Petro Express)

8008 Harris Station Blvd.

Charlotte

NC

 

776

 

 

0179.01383.0376

Goodyear Truck & Tire

2031 Antonio St.

Anthony

TX

 

777

 

 

0179.01386.0025

7-Eleven (Susser/Stripes)

104 South Reynolds

Orange Grove

TX

 

778

 

 

0179.01391.0376

Goodyear Truck & Tire

3491 Madison Highway

Valdosta

GA

 

779

 

 

0179.01392.0376

Goodyear Truck & Tire

000-X Xxxxxxxxxx Xxxx

Xxxxxx

XX

 

780

 

 

0179.01393.0376

Goodyear Truck & Tire

000 Xxxx Xxxx Xxxxxx

Xxxxxxxxx

XX

 

781

 

 

0179.01394.0376

Goodyear Truck & Tire

0000 Xxxxxx Xxxx 000 Xxxxx

Xxxxxxxxx

XX

 

782

 

 

0179.01396.0376

Goodyear Truck & Tire

0000 Xxxx Xxxxxx

Xxxx

IN

 

783

 

 

0179.01397.0376

Goodyear Truck & Tire

0000 Xxxxxxxx-Xxxxxxx Xxxx

Xxxxxxxx

XX

 

784

 

 

0179.01400.0376

Goodyear Truck & Tire

0000 Xxxxxxxxx Xxxx

Xxxxxx

XX

 

785

 

 

0179.01401.0376

Goodyear Truck & Tire

0000 Xxx 00

Xxxx Xxxxxxxxx

XX

 

786

 

 

0179.01404.0376

Goodyear Truck & Tire

000 Xxxxxxx Xxxx

Xxxxxxxxxx

XX

 

787

 

 

0179.01405.0376

Goodyear Truck & Tire

0000 Xxxxx Xxxx

Xxxxxx

XX

 

788

 

 

0179.01406.0751

Sonic Automotive

0000 Xxxxxxxx Xxxxx

Xxxxxxxxx

XX

 

789

 

 

0179.01409.0508

Last Stop West

000 Xxxxxxxxx Xxxxxxx

Xxxx

XX

 

790

 

 

0179.01413.0329

Xxxxx Wholesale

000 Xxxxxx Xxxx

Xxxxxx

XX

 

791

 

 

0179.01414.0329

Xxxxx Wholesale

101 Gun Barrel

Gun Barrel City

TX

 

792

 

 

0179.01415.0329

Xxxxx Wholesale

0000 XXX Xxxx 000

Xxxxx

XX

 

793

 

 

0179.01416.0329

Xxxxx Wholesale

1975 Airline Drive

Bossier City

LA

 

794

 

 

0179.01417.0329

Xxxxx Wholesale

0000 Xxx Xxxxxxx Xxxx

Xxxxx

XX

 

795

 

 

0179.01418.0329

Xxxxx Wholesale

0000 XxXxxx Xxxx

Xxxxxxxx

XX

 

796

 

 

0179.01419.0329

Xxxxx Wholesale

0000 X. Xxxx

Xxx Xxxxxx Xxxx

XX

 

797

 

 

0179.01420.0329

Xxxxx Wholesale

0000 Xxxxxx Xxxx

Xxxxxxxx

XX

 

798

 

 

0179.01421.0329

Xxxxx Wholesale

000 X. Xxxxx

Xxxxxx

XX

 

799

 

 

0179.01422.0329

Xxxxx Wholesale

533 W I-30

Mt. Vernon

TX

 

800

 

 

0179.01424.0329

Xxxxx Wholesale

0000 Xxxxxx Xx

Xxxxxxxx

XX

 

801

 

 

0179.01425.0329

Xxxxx Wholesale

000 X. Xxxxxxx

Xxxxxxxxxxxx

XX

 

802

 

 

0179.01429.0329

Xxxxx Wholesale

000 X. Xxxxxxxx Xxx.

Longview

TX

 

803

 

 

0179.01430.0329

Xxxxx Wholesale

0000 Xxxxxx Xxxx

Xxxxxxxx

XX

 

804

 

 

0179.01433.0329

Xxxxx Wholesale

0000 Xxx Xxxxxxxxxxxx Xxx

Xxxxx

XX

 

805

 

 

0179.01434.0329

Xxxxx Wholesale

00000 Xxxxx Xxx 00 X

Xxxxxxxxxx

XX

 

806

 

 

0179.01436.0329

Xxxxx Wholesale

000 X. Xxxxxxx

Xxxxx

XX

 

807

 

 

0179.01439.0329

Xxxxx Wholesale

00000 Xxxxx Xxx 000 Xxxxx

Xxxxx

XX

 

808

 

 

0179.01441.0211

Chili's

0000 Xxxx Xxxx

Xxxxxx

XX

 

809

 

 

0179.01442.0623

Splash Car Wash

000 Xxxxxxxxx Xxxx

Xxxxxxxxx

XX

 

810

 

 

0179.01443.0264

Xxx Xxxxx'x Tex-Mex Grill

0000 Xxxxxx Xxxx Xxxx

Xxxxxxxx

XX

 

811

 

 

0179.01445.0211

Chili's

000 Xxxxxxxx Xxxx

Xxxxxxxxxx

XX

 

812

 

 

0179.01447.0376

Goodyear Truck & Tire

000 Xxxxxxxxxx Xxxxxx

Xxxxxx

XX

 

813

 

 

0179.01448.0704

Pull-A-Part

3600 Desirrah Drive

Mobile

AL

 

000

 

 

0000.00000.0000

Goodyear Truck & Tire

00000 Xxxxxxx Xxx.

Urbandale

IA

 

815

 

 

0179.01453.0211

Chili's

0000 Xxxxxxx Xxxx

Xxxxxxxx

XX

 

 

12 of 50

 

 

 

Multi-Tenant

Reference Number

Property

Street Address

City

State

 

816

 

 

0179.01454.0376

Goodyear Truck & Tire

0000 Xxxxxxxxxx Xxx 00

Xxxxxxxx

XX

 

817

 

 

0179.01455.0376

Goodyear Truck & Tire

000 Xxxx Xxxxx 00

Xxxxxxx

XX

 

818

 

 

0179.01456.0704

Pull-A-Part

0000 X. Xxxxxxxxx Xxx

Xxxxxxx-Xxxxx

XX

 

819

 

 

0179.01457.0821

Ultra Car Wash

000 Xxxxxxxxxxx Xxxx Xxxxx

Xxxxxx

XX

 

000

 

 

0000.00000.0000

Pull-A-Part

0000 Xxxxxxxx Xxxx

Xxxxxxxx

XX

 

821

 

 

0179.01459.0866

Road Ranger

000 Xxx Xxxxx Xxxx

Xxxxxxxxx

XX

 

822

 

 

0179.01460.0467

Circle K (Kangaroo Express)

0000 Xxx-Xxx Xx

Xxxx

XX

 

823

 

 

0179.01461.0376

Goodyear Truck & Tire

000 Xxxxx Xxxxxx Xxxx

Xxxxxxxx Xxxx

XX

 

824

 

 

0179.01462.0282

Fas Mart

0000 Xxxxxxx Xxx

Xxxxxxx

XX

 

825

 

 

0179.01464.0477

AMC Theatre

0000 Xxxxxxx Xxxx Xx

Xxxxxxxxxxx

XX

 

826

 

 

0179.01465.0729

Regal Theatre

0000 X. Xxxxxxxx Xxxx

Xxxxxxxxxxx

XX

 

827

 

 

0179.01466.0477

AMC Theatre

000 Xxxxxxxxx Xxxxx

Xxxxxxxx

XX

 

828

 

 

0179.01467.0477

AMC Theatre

0000 Xxxxxxxxx Xxx.

Castle Rock

CO

 

829

 

 

0179.01468.0477

AMC Theatre

0000 Xxxxx Xx.

Xxxxxxxxxx

XX

 

830

 

 

0179.01469.0477

AMC Theatre

0000 X. Xxxx Xxxxxxxx Xxxxx

Xxxxxxxxx

XX

 

831

 

 

0179.01470.0477

AMC Theatre

000 Xxxxxx Xxxxx

Xxxxxxxx Xxxx

XX

 

832

 

 

0179.01471.0477

AMC Theatre

860 E Princeton

Muncie

IN

 

833

 

 

0179.01472.0477

AMC Theatre

0000 Xxxx Xxxxx Xxxxx

Xxxxxxxxxx

XX

 

834

 

 

0179.01473.0477

AMC Theatre

0000 X. Xxxxx Xxxxxx

Xxx Xxxxx

XX

 

835

 

 

0179.01474.0477

AMC Theatre

0000 Xxxxxx Xxx

Xxxxxxxxx Xxxx

XX

 

836

 

 

0179.01475.0282

Fas Mart

0000 X. Xxxxx Xxxxxx

Xxxxxxxxx

XX

 

837

 

 

0179.01476.0282

Fas Mart

000 Xxxxxxxx Xxxxxx

Xxxxx Xxxxxx

XX

 

838

 

 

0179.01489.0603

Mister Car Wash

0000 00xx Xxxxxx Xxxxxxxxx

Xxxxxxxxx

XX

 

839

 

 

0179.01491.0025

7-Eleven (Susser/Stripes)

0000 Xxxxxx Xxxxxx

Xxxxxx

XX

 

840

 

 

0179.01492.0025

7-Eleven (Susser/Stripes)

0000 Xxxxxxxx Xxxxxx

Xxxxxx

XX

 

841

 

 

0179.01493.0025

7-Eleven (Susser/Stripes)

000 Xxxxxxxxxx Xx

Xxxxxx

XX

 

842

 

 

0179.01494.0025

7-Eleven (Susser/Stripes)

0000 Xxxxx Xxxxx Xxxxxx

Xxxxxx

XX

 

843

 

 

0179.01495.0025

7-Eleven (Susser/Stripes)

0000 Xxx Xxxxxxxx Xxx

Xxxxxx

XX

 

844

 

 

0179.01496.0025

7-Eleven (Susser/Stripes)

0000 X Xxxxxxxx Xxxxxx

Xxxxxxxxx

XX

 

845

 

 

0179.01497.0025

7-Eleven (Susser/Stripes)

000 X. Xxx Xxxxxxx Xxxx

Xxx Xxxxxx

XX

 

846

 

 

0179.01506.0216

Stripes (Sunoco)

0000 X Xxxxxxxx Xxx.

Monahans

TX

 

847

 

 

0179.01507.0216

Stripes (Sunoco)

0000 X Xxxxxx Xxxx Xxxx

Xxxxxx

XX

 

848

 

 

0179.01508.0025

7-Eleven (Susser/Stripes)

2200 Spur 000

Xxx Xxx

XX

 

849

 

 

0179.01509.0025

7-Eleven (Susser/Stripes)

000 Xxxxxxxx Xxx

Xxxxxxxxx

XX

 

850

 

 

0179.01510.0216

Stripes (Sunoco)

0000 Xxxxxxxxxxxxx Xx

Xxx Xxxxxx

XX

 

851

 

 

0179.01513.0661

Pep Boys

000 X. Xxxxx 00

Xxxxxxx

XX

 

852

 

 

0179.01514.0731

Raising Cane's

0000 Xxxxx 00

Xxxxxxxxxxxx

XX

 

853

 

 

0179.01515.0661

Pep Boys

0000 Xxxxx Xxxxxx Xxx.

Cicero

IL

 

854

 

 

0179.01516.0661

Pep Boys

0000 Xxxx Xxxxx Xxxxxx

Xxxxxxx

XX

 

855

 

 

0179.01517.0661

Pep Boys

0000 Xxxx Xxxxxxxxx Xx

Xxxxxx

XX

 

856

 

 

0179.01518.0661

Pep Boys

00000 Xxxxxxxx Xxxxxx

Xxxxxxx

XX

 

857

 

 

0179.01519.0661

Pep Boys

0000 Xxxx Xxxxxxx

Xxxxxxxx

XX

 

858

 

 

0179.01520.0278

Motos America

00000 Xxxxxxxxxx Xxxx

Xxxxxxx

XX

 

859

 

 

0179.01521.0201

Caliber Collision

00000 Xxxxxxxx Xxxx.

Jacksonville

FL

 

860

 

 

0179.01523.0661

Pep Boys

000 Xxxxx Xxxxx 00

Xxxx Xxxxxxxxx

XX

 

861

 

 

0179.01545.0603

Mister Car Wash

000 Xxxxxxxxxx Xxxxxxx

Xxxxxxxx Xxxxx

XX

 

862

 

 

0179.01546.0603

Mister Car Wash

0000 Xxx 000 Xxxx

Xxxxxxxxxx

XX

 

863

 

 

0179.01547.0603

Mister Car Wash

1880 Gulf to Bay Xxxx.

Clearwater

FL

 

864

 

 

0179.01548.0603

Mister Car Wash

00000 Xxxx Xxxx.

Seminole

FL

 

865

 

 

0179.01549.0603

Mister Car Wash

0000 Xxxxx Xxxx.

Tampa

FL

 

866

 

 

0179.01550.0603

Mister Car Wash

0000 Xxxxx Xxxxxxxx Xxx.

Mesquite

TX

 

867

 

 

0179.01554.0157

Casey's

0000 Xxxx Xxxxxx

Xx. Xxxxx

XX

 

868

 

 

0179.01555.0025

7-Eleven (Susser/Stripes)

0000 X. Xxxxxx Xxxx

Xxxxx

XX

 

869

 

 

0179.01556.0603

Mister Car Wash

0000 X. Xxxx

Xx Xxxx

XX

 

870

 

 

0179.01557.0603

Mister Car Wash

0000 Xxxxxxx Xxxx

Xx Xxxx

XX

 

871

 

 

0179.01558.0603

Mister Car Wash

0000 Xxxxxxx Xxxxx

Xx Xxxx

XX

 

872

 

 

0179.01559.0603

Mister Car Wash

00000 Xxxxxxxx

Xx Xxxx

XX

 

873

 

 

0179.01560.0603

Mister Car Wash

11184 Vista Del Sol

El Paso

TX

 

874

 

 

0179.01561.0966

Fuji Japanese Steakhouse

0000 Xxxx Xxxxxx

Xxxxxxxxxx

XX

 

875

 

 

0179.01563.0025

7-Eleven (Susser/Stripes)

000 X. Xxxxxx Xxxxxx

XxXxxxx

XX

 

876

 

 

0179.01564.0216

Stripes (Sunoco)

000 Xx Xxxxx Xxxxx

Xxxxxxxxx

XX

 

877

 

 

0179.01565.0025

7-Eleven (Susser/Stripes)

0000 Xxxxxxxx Xxxxxx

Xxxxxx

XX

 

878

 

 

0179.01566.0025

7-Eleven (Susser/Stripes)

000 Xxxxxx Xxxxxxxxx

Xxxxxxxxx

XX

 

879

 

 

0179.01567.0025

7-Eleven (Susser/Stripes)

0000 Xxxx Xxxxxxx 000

Xxxx Xxxxxx

XX

 

880

 

 

0179.01569.0477

AMC Theatre

000 Xxxx Xxxxx Xxxxx

Xxxxxxxxxxxx

XX

 

881

 

 

0179.01570.0477

AMC Theatre

000 X. 00xx Xxxxxx

Xxxxxx

XX

 

882

 

 

0179.01571.0477

AMC Theatre

0000 X. Xxxxx Xxxxxx

Xxxxxxx

XX

 

883

 

 

0179.01572.0477

AMC Theatre

000 Xxxxxxx Xxxx Xxxx

Xxxxxxx Xxxxx

XX

 

884

 

 

0179.01573.0477

AMC Theatre

0000 Xxxxxxxx Xxxxx

Xxxx Xxxxxx

XX

 

885

 

 

0179.01576.0313

Express Oil Change

0000 Xxxxxxxxxx Xxxxxxxxx

Xxxxxxxxxx

XX

 

886

 

 

0179.01577.0313

Express Oil Change

000 X Xx. Xxxxx Xxxxxxxxx

Xxxxxxxx

XX

 

887

 

 

0179.01578.0313

Express Oil Change

0000 Xxxxxxx 00

Xxxxxx

XX

 

 

13 of 50

 

 

 

Multi-Tenant

Reference Number

Property

Street Address

City

State

 

888

 

 

0179.01579.0313

Express Oil Change

0000 Xxxxxxxx Xxxxxx

Xxxxxx Xxxxxx

XX

 

889

 

 

0179.01580.0313

Express Oil Change

0000 Xxxxxxxxx Xxxx

Xxxxxxx

XX

 

890

 

 

0179.01581.0376

Goodyear Truck & Tire

000 X. Xxxxxxxx Xxxxx

Xxxxxxxx

XX

 

891

 

 

0179.01596.0376

Goodyear Truck & Tire

0000 Xxxxx Xxxxxxxx Xxxxxx

Xxxxxxx

XX

 

892

 

 

0179.01597.0676

Pet Paradise

00000 Xxxx X. Xxxxxxx Xxxx

Xxxxxxx

XX

 

893

 

 

0179.01606.0676

Pet Paradise

00 Xxxxxxxxxx Xxxxx

Xxxxxxx

XX

 

894

 

 

0179.01607.0255

Xxxx & Xxxxxx's

0000 X. 000xx Xxxx Xxx.

Tulsa

OK

 

895

 

 

0179.01608.0025

7-Eleven (Susser/Stripes)

0000 Xxxxxxxxx Xxxx

Xxxxxxxxxxx

XX

 

896

 

 

0179.01609.0025

7-Eleven (Susser/Stripes)

000 X Xxxxxxx 000

Xx Xxxxx

XX

 

897

 

 

0179.01610.0025

7-Eleven (Susser/Stripes)

9219 FM 0000 (Xxxxx Xxxx)

Xxxxxx

XX

 

898

 

 

0179.01611.0025

7-Eleven (Susser/Stripes)

0000 X Xxxxx Xxxxxxx 000

Xxxxxxxx

XX

 

899

 

 

0179.01612.0025

7-Eleven (Susser/Stripes)

0000 Xxxxx 00xx Xxxxxx

XxXxxxx

XX

 

900

 

 

0179.01613.0025

7-Eleven (Susser/Stripes)

0000 Xxx-Xxx Xxxx

Xxxxxx

XX

 

901

 

 

0179.01614.0821

Ultra Car Wash

0000 Xxxxxxxxxxxxx Xxxxxxx

Xxxxxxx

XX

 

902

 

 

0179.01615.0052

ARCO ampm

0000 X. Xxxxxxxxx Xx.

Mesa

AZ

 

903

 

 

0179.01616.0052

ARCO ampm

2398 U.S. 60

Globe

AZ

 

904

 

 

0179.01617.0052

ARCO ampm

0000 X. Xxxxxxxx Xxx.

Tucson

AZ

 

905

 

 

0179.01618.0052

ARCO ampm

0000 X. Xxxxxx Xxxxx Xx.

Tucson

AZ

 

906

 

 

0179.01619.0052

ARCO ampm

000 X. Xxxxxxxx Xxx

Xxxx

XX

 

907

 

 

0179.01620.0052

ARCO ampm

000 X. Xxxxxxxxx Xxxx

Xxxxxxx

XX

 

908

 

 

0179.01621.0052

ARCO ampm

00000 X. Xxxxx Xxxxx Xxxxxx Xxxx.

Scottsdale

AZ

 

909

 

 

0179.01622.0837

Shell

0000 X. Xxxxxx Xx.

Glendale

AZ

 

910

 

 

0179.01623.0052

ARCO ampm

000 X. Xxxxxxxxx Xxxx

Xxxxxx

XX

 

911

 

 

0179.01624.0052

ARCO ampm

0000 X. Xxxxxxx 00X

Xxxxxx

XX

 

912

 

 

0179.01625.0052

ARCO ampm

000 Xxxxxx Xxxx

Xxxxxxxx

XX

 

913

 

 

0179.01626.0052

ARCO ampm

0000 X. Xxxxxxxx Xxxx

Xxxx Xxxxxx

XX

 

914

 

 

0179.01627.0052

ARCO ampm

000 X Xxxxxxxx Xxxx

Xxxxxx

XX

 

915

 

 

0179.01628.0837

Shell

0000 X. Xxxxxx Xxx.

Peoria

AZ

 

916

 

 

0179.01629.0495

LA Fitness

00 Xxxxxxxxx-Xxxxxxxxx Xxxx

Xxxxxxxxxxx

XX

 

917

 

 

0179.01630.0211

Chili's

000 X 0xx Xxxxxx

Xxxxxx

XX

 

918

 

 

0179.01631.0376

Goodyear Truck & Tire

000 Xxxx Xxxxxxxx Xxxxxxxxxxx Xxxx

Xxxxxxxx

XX

 

919

 

 

0179.01632.0495

LA Fitness

00000 Xxxxx Xxxx

Xxxxxx

XX

 

920

 

 

0179.01638.0809

TitleMax

714 Ft. Xxxxxxxx St.

Sylacauga

AL

 

921

 

 

0179.01639.0809

TitleMax

0000 Xxxxxxx Xx (Atlanta)

Marietta

GA

 

922

 

 

0179.01640.0809

TitleMax

000 Xxxx Xxxxxxx Xxxx.

Gadsden

AL

 

923

 

 

0179.01641.0809

TitleMax

000 X. Xxxxxxxx Xx.

Xxxxxxxx

XX

 

924

 

 

0179.01642.0809

TitleMax

0000 Xxx Xxxx Xxx.

Macon

GA

 

925

 

 

0179.01644.0809

TitleMax

0000 Xxxx Xxxx.

Jonesboro

GA

 

926

 

 

0179.01645.0842

Vacant Property

000 X. Xxxx Xx.

Xxxxxxxxxxxxx

XX

 

927

 

 

0179.01647.0809

TitleMax

0000 Xxxxxxx 00

Xxxxxxxxx

XX

 

928

 

 

0179.01648.0809

TitleMax

0000 X. Xxxxxxxxxx Xxx.

St. Louis

MO

 

929

 

 

0179.01649.0809

TitleMax

0000 X. Xxxxxxxxx Xxx.

Springfield

MO

 

930

 

 

0179.01650.0809

TitleMax

0000 Xxxxx Xxxxxx Xxxx.

Xxxxxxxx

GA

 

931

 

 

0179.01662.0809

TitleMax

0000 Xxxxxxx Xx.

St. Louis

MO

 

932

 

 

0179.01664.0809

TitleMax

0000 X. Xxxxxxx Xx.

Xxxxxxxxxxx

XX

 

933

 

 

0179.01665.0495

LA Fitness

0000 Xxxxxxx Xxx.

Cincinnati

OH

 

934

 

 

0179.01669.0704

Pull-A-Part

0000 Xxxxx Xxx.

Akron

OH

 

935

 

 

0179.01670.0211

Chili's

000 Xxxxxx Xxxxxx Xxxxx

Xxxxx

XX

 

936

 

 

0179.01671.0376

Goodyear Truck & Tire

00000 X. Xxxxxx Xxxxx

Xxxxxx

XX

 

937

 

 

0179.01672.0676

Pet Paradise

0000 Xxxxx Xxxxxx

Xxxxxxxxx

XX

 

938

 

 

0179.01673.0676

Pet Paradise

00000 Xxxxxx Xx.

Xxxxx

XX

 

939

 

 

0179.01674.0255

Xxxx & Xxxxxx's

2201 & 0000 Xxxxx Xxxxxxx Xxxx

Xxxxxxxxx

XX

 

940

 

 

0179.01676.0313

Express Oil Change

0000 Xxxx Xxxxxxx Xx.

Horn Lake

MS

 

941

 

 

0179.01679.0216

Stripes (Sunoco)

000 X. Xxxxxxxxx

Xxxxxxx

XX

 

942

 

 

0179.01680.0216

Stripes (Sunoco)

0000 Xxx 0 Xxxxx

Xxxxxxx

XX

 

943

 

 

0179.01681.0249

Sunshine Energy

0000 Xxxx Xxxxxxxxx Xxxx

Xxxxxx Xxxx

XX

 

944

 

 

0179.01684.0664

Patriot Fuels

000 X. Xxxxxx Xx.

Xxxxxx

XX

 

945

 

 

0179.01685.0249

Sunshine Energy

0000 Xxxx Xxxxxx Xx.

Xxxxxxxx

XX

 

946

 

 

0179.01688.0211

Chili's

0000 Xxxxxxxx Xxxx.

Jefferson City

MO

 

947

 

 

0179.01689.0211

Chili's

0000 Xxxxxxx Xxxx

Xxxxxxx

XX

 

948

 

 

0179.01690.0211

Chili's

00000 X. Xxxxxxx Xxx.

Wichita

KS

 

949

 

 

0179.01691.0495

LA Fitness

0000 Xxxxxxxxx Xxxx

Xxxxxxxxxxxx

XX

 

950

 

 

0179.01692.0495

LA Fitness

0000 X. Xxxxxxxx Xxxx

Xxxxxx

XX

 

951

 

 

0179.01693.0860

Walgreens

00000 X. Xxxxxxxx Xxxx

Xxxxx

XX

 

952

 

 

0179.01694.0860

Walgreens

000 00xx Xxx. S.

Nampa

ID

 

953

 

 

0179.01695.0603

Mister Car Wash

0000 X. Xxxx Xxxxx Xxx

Xxxxx

XX

 

954

 

 

0179.01697.0376

Goodyear Truck & Tire

0000 Xxxxx XX 0000

Xxxxxxx

XX

 

955

 

 

0179.01698.0714

RBC Bank

000 X. Xxxxx Xxxx 000

Xxxxxxxxx Xxxxxxx

XX

 

956

 

 

0179.01699.0255

Xxxx & Xxxxxx's

0000 Xxxxxxxxxxxxx Xx.

Xxxxxxx

XX

 

957

 

 

0179.01702.0297

Dollar General

00000 X. XX Xxx 000

Xxxx Xxxxxxx

XX

 

958

 

 

0179.01703.0197

Camping World

0000 Xxxxx Xx.

Vacaville

CA

 

959

 

 

0179.01704.0495

LA Fitness

0000 Xxxxxx Xxxx Xxxxxxx Xxxxxxx

Xxxxxxxx

XX

 

 

14 of 50

 

 

 

Multi-Tenant

Reference Number

Property

Street Address

City

State

 

960

 

 

0179.01705.0220

Cinemark

00000 X. Xxxxx Xxxxxx

Xxxxxx

XX

 

961

 

 

0179.01706.0297

Dollar General

0000 X. Xxxxxxx Xxxxxx

Xxxxxxxxx

XX

 

962

 

 

0179.01707.0297

Dollar General

000 X. Xxxxx Xxxx

Xxxxx

XX

 

963

 

 

0179.01708.0065

Applebee's

000 Xxxxxxxx Xxxxx

Xxxxxxxx

XX

 

964

 

 

0179.01709.0065

Applebee's

0000 Xxxxxxx Xx.

Florence

KY

 

965

 

 

0179.01710.0065

Applebee's

0000 XX Xxx 000 Xxxxx

Xxxxxxxxx

XX

 

966

 

 

0179.01711.0065

Applebee's

000 Xxxxx Xxxxx Xx.

Xxxxxxxxxxxxx

XX

 

967

 

 

0179.01712.0065

Applebee's

00 Xxxx Xxxxxx Xxxx

Xxxxxxxxx Xxxxx

XX

 

968

 

 

0179.01713.0065

Applebee's

000 Xxx-Xxxx Xxx

Xxxxxxxxx

XX

 

969

 

 

0179.01714.0065

Applebee's

0000 Xxxxxx Xx.

Xxxxxxxxxx

XX

 

970

 

 

0179.01715.0065

Applebee's

0000 Xxxxxxxxxxx Xxxxx Xxxx.

Hilliard

OH

 

971

 

 

0179.01716.0731

Raising Cane's

0000 Xxxxxxxxx Xxxxxx

Xxxxxxxxxx

XX

 

972

 

 

0179.01717.0065

Applebee's

0000 Xxxx Xxxx Xxxxxx

Xxxx

XX

 

973

 

 

0179.01719.0376

Goodyear Truck & Tire

0000 Xxxxxxx Xxxx. East

Tuscaloosa

AL

 

974

 

 

0179.01720.0297

Dollar General

000 Xxxxxxx Xxxx XX

Xxxx Xxx

XX

 

975

 

 

0179.01721.0746

Saltgrass Steakhouse

000 Xxxxxxxxxx 00 Xxxxx

Xxxxxxxx

XX

 

976

 

 

0179.01722.0831

Twin Peaks

00000 Xxxx 000xx Xx.

Xxxxxx

XX

 

977

 

 

0179.01723.0197

Camping World

000 X. Xxxxxxxxx Xx.

Strafford

MO

 

978

 

 

0179.01724.0197

Camping World

0000 Xxxxxxx Xx.

Xxxxx Xxxxxx Xxxx

XX

 

979

 

 

0179.01725.0358

Gander Outdoors

0000 Xxxxx Xxxxx

XxXxxxxx

XX

 

980

 

 

0179.01726.0358

Gander Outdoors

0000 Xxxxxxxxxx Xxxxx

Xxxxxxxxxxx

XX

 

981

 

 

0179.01729.0202

CarQuest

0000 Xxxxxxx Xxxxx

Xxxxxxxxx

XX

 

982

 

 

0179.01731.0061

Advance Auto Parts

00 XX 00xx Xx.

Xxxxx

XX

 

983

 

 

0179.01732.0061

Advance Auto Parts

000 Xxxxx Xxxx Xxxxxx

Xxxxx Xxxxxx

XX

 

984

 

 

0179.01734.0061

Advance Auto Parts

000 X. Xxxx Xxxxxx

Xxxxxxxx

XX

 

985

 

 

0179.01735.0202

CarQuest

000 Xxxxxxx Xxxxxx

Xxxxxxx

XX

 

986

 

 

0179.01736.0061

Advance Auto Parts

0000 Xxxxxxxxxx Xxxxxx

Xxxxxx

XX

 

000

 

 

0000.00000.0000

CarQuest

000 Xxxxxx Xxxxxx

Xxxxxxxxxx

XX

 

988

 

 

0179.01738.0061

Advance Auto Parts

000 Xxxxx Xxxxx Xxxxx Xxxxxx

Xxxx

XX

 

989

 

 

0179.01739.0061

Advance Auto Parts

000 X. Xxxxxxxx

Xxxx Xxxxxxx

XX

 

990

 

 

0179.01740.0061

Advance Auto Parts

000 Xxxx 000xx Xxxxxx

Xxxxxxxx

XX

 

991

 

 

0179.01741.0202

CarQuest

000 Xxxx Xxxxxx Xxxxxx

Xxxxxxxx

XX

 

992

 

 

0179.01742.0061

Advance Auto Parts

00000 Xxxxx Xxxxxxx

Xxxxx

XX

 

993

 

 

0179.01759.0061

Advance Auto Parts

0 Xxxxx Xxxxx Xxxxxx

Xxxxxx

XX

 

994

 

 

0179.01764.0061

Advance Auto Parts

00 X. Xxxxxx Xxx

Xxxxx Xxxx

XX

 

995

 

 

0179.01765.0061

Advance Auto Parts

0000 Xxxxxxxx Xxxx

Xxxxxxxxx

XX

 

996

 

 

0179.01767.0202

CarQuest

000 Xxxx Xxxxxx

Xxxxxxxxxxxxx

XX

 

997

 

 

0179.01768.0061

Advance Auto Parts

000 Xxxxxx Xxxxx

Xxxxxxxxx

XX

 

998

 

 

0179.01769.0202

CarQuest

0000 Xxxx Xxxxxx

Xxxxxxxxx

XX

 

999

 

 

0179.01770.0061

Advance Auto Parts

000 Xxxx Xxxxx Xxxxxx

Xxxxxxxxx

XX

 

1000

 

 

0179.01771.0202

CarQuest

0000 Xxxx Xxxxxxxx Xxxxxx

Xxxxxxx

XX

 

1001

 

 

0179.01772.0061

Advance Auto Parts

00 Xxxx Xx.

Brunswick

ME

 

1002

 

 

0179.01773.0061

Advance Auto Parts

0 Xxxxxx Xxxxxx

Xxxxxxxxx

XX

 

1003

 

 

0179.01774.0061

Advance Auto Parts

00 Xxxxxx Xxxxxx

Xxxxxxx

XX

 

1004

 

 

0179.01775.0086

American Welding & Gas

000 Xxxxx Xxxxxxxx Xxxxxx

Xxxxxxxx

XX

 

1005

 

 

0179.01777.0061

Advance Auto Parts

0000 Xxxxxxx Xxxxxx

Xxxxxx

XX

 

1006

 

 

0179.01781.0061

Advance Auto Parts

000 Xxxxx 00xx Xx.

Xxxxxxxx

XX

 

1007

 

 

0179.01782.0061

Advance Auto Parts

000 Xxxxxx Xxx.

Schofield

WI

 

1008

 

 

0179.01783.0061

Advance Auto Parts

000 Xxxx Xxxxx Xxxxxx Xxxxxx

Xx. Xxxxx

XX

 

1009

 

 

0179.01784.0061

Advance Auto Parts

000 0xx Xxxxxx

Xxxxxx

XX

 

1010

 

 

0179.01785.0061

Advance Auto Parts

0000 X. Xxxxx Xxxxxx

Xxxxxxxx

XX

 

1011

 

 

0179.01786.0061

Advance Auto Parts

000 X. Xxxxxxx Xx.

Addison

IL

 

1012

 

 

0179.01787.0061

Advance Auto Parts

0000 X. Xxxxxxx Xxx

Xxxxxxx

XX

 

1013

 

 

0179.01788.0061

Advance Auto Parts

755-000 Xxxxx Xxxxxx

Xxxxx

XX

 

1014

 

 

0179.01789.0202

CarQuest

000 Xxx Xxxxxx

Xxxx Xxxxxx

XX

 

1015

 

 

0179.01790.0061

Advance Auto Parts

000 00xx Xxxxxx

Xxxxxxxx

XX

 

1016

 

 

0179.01791.0202

CarQuest

0000 Xxxx Xxxxxx

Xxxxxxxx

XX

 

1017

 

 

0179.01792.0061

Advance Auto Parts

0000 Xxxxxx Xxxxxx

Xxxxxx

XX

 

1018

 

 

0179.01796.0202

CarQuest

2328 North Montana

Helena

MT

 

1019

 

 

0179.01797.0202

CarQuest

000 Xxxx Xxxxx Xxxxxx

Xxxxxxxxx

XX

 

1020

 

 

0179.01798.0202

CarQuest

0000 Xxxx Xxxxxx Xx.

Bay City

MI

 

1021

 

 

0179.01799.0202

CarQuest

920 E. Commercial

Anaconda

MT

 

1022

 

 

0179.01801.0202

CarQuest

000 Xxxxx Xxxxx Xxxxxx

Xxxxx

XX

 

1023

 

 

0179.01802.0202

CarQuest

0000 Xxxxxxx Xxxxx

Billings

MT

 

1024

 

 

0179.01803.0202

CarQuest

0000 Xxxx Xxxxxx

Billings

MT

 

1025

 

 

0179.01805.0202

CarQuest

#1 Locust St.

Colstrip

MT

 

1026

 

 

0179.01806.0202

CarQuest

415 East Main

Cut Bank

MT

 

1027

 

 

0179.01807.0061

Advance Auto Parts

000 Xxxxx Xxxxxxxx

Xxxxxx

XX

 

1028

 

 

0179.01808.0202

CarQuest

000 Xxxxx Xxxxxxx Xxxxxx

Xxxxxx

XX

 

1029

 

 

0179.01809.0202

CarQuest

000 Xxxxx Xxxxxx

Xxxxxxx

XX

 

1030

 

 

0179.01810.0202

CarQuest

2305 & 0000 00xx Xxx. South

Great Falls

MT

 

1031

 

 

0179.01811.0202

CarQuest

0000 Xxxxx Xxxxx Xxxxxx

Xxxxxxxx

XX

 

 

15 of 50

 

 

 

Multi-Tenant

Reference Number

Property

Street Address

City

State

 

1032

 

 

0179.01812.0202

CarQuest

000 X. Xxxx Xxxxxx

Xxxxxx

XX

 

1033

 

 

0179.01813.0202

CarQuest

000 0xx Xxxxxx Xxxxx

Xxxxxxxxx

XX

 

1034

 

 

0179.01814.0061

Advance Auto Parts

000 Xxxxx Xxxxxxx Xxxxxx

Xxxxxxxxxx

XX

 

1035

 

 

0179.01816.0061

Advance Auto Parts

00 Xxxxxx Xxxx.

Stevens Point

WI

 

1036

 

 

0179.01817.0061

Advance Auto Parts

000 Xxxx Xxxx Xx.

Xxxxxxx

XX

 

1037

 

 

0179.01818.0061

Advance Auto Parts

000 Xxxxxxx Xx.

Xxxxxxxxx Xxxxxx

XX

 

1038

 

 

0179.01819.0202

CarQuest

000 Xxxx Xxxx

Xxxxxxxxxx

XX

 

1039

 

 

0179.01820.0202

CarQuest

00 Xxxxx 0xx Xxxxxx Xxxx

Xxxxx

XX

 

1040

 

 

0179.01821.0202

CarQuest

0000 X. Xxxxxxxx Xx.

Xxxxxxxx

XX

 

1041

 

 

0179.01822.0202

CarQuest

00 Xxxxx Xxxxxx

Xxxxxxxxxxx

XX

 

1042

 

 

0179.01823.0202

CarQuest

000 Xxxx Xx.

Xxxxxxx

MT

 

1043

 

 

0179.01824.0202

CarQuest

000 Xxxx Xx.

Xxxxxx

XX

 

1044

 

 

0179.01825.0202

CarQuest

000 Xxxxx Xxxxxxx Xxxxxx

Xxxxxx

XX

 

1045

 

 

0179.01826.0202

CarQuest

0000 Xxx 00 Xxxxx

Xxxxxxxxx

XX

 

1046

 

 

0179.01827.0061

Advance Auto Parts

0000 Xxxxxxxxxxxxxx Xxxx

Xxxxx

XX

 

1047

 

 

0179.01828.0202

CarQuest

0000 Xxxxx Xxx.

Burlington

NC

 

1048

 

 

0179.01830.0061

Advance Auto Parts

610 US-2 E

Devils Lake

ND

 

1049

 

 

0179.01831.0202

CarQuest

0000 0xx Xxxxxx Xxxx

Xxxxxxxxx

XX

 

1050

 

 

0179.01833.0061

Advance Auto Parts

000 Xxxxxx Xxxxxx

Xxxxxxxxxx

XX

 

1051

 

 

0179.01835.0061

Advance Auto Parts

000 Xxxx Xxxxxxxxx Xxxxxx

Xxxxxxx

XX

 

1052

 

 

0179.01843.0061

Advance Auto Parts

000 Xxxx Xxxxx Xxxxxx

Xxxxxxx

XX

 

1053

 

 

0179.01844.0483

Raceway

0000 Xxxxx Xxxxx Xxxxxx

Xxxxxx

XX

 

1054

 

 

0179.01846.0061

Advance Auto Parts

000 Xxxxx Xxxxx Xxxx

Xxxxxxx

XX

 

1055

 

 

0179.01847.0061

Advance Auto Parts

000 Xxxxx 0xx Xx.

Xxxxxx

XX

 

1056

 

 

0179.01848.0202

CarQuest

0000 Xxxxx Xxxxxx Xxxxxx

Xxxxxxx

XX

 

1057

 

 

0179.01849.0842

Vacant Property

000 Xxxxx Xxxxxxx Xxxx

Xxxxxxx

XX

 

1058

 

 

0179.01850.0061

Advance Auto Parts

00 Xxxxxx Xxxxxx

Xxxxxxxx Xxxxx

XX

 

1059

 

 

0179.01851.0061

Advance Auto Parts

0000 Xxxxxxxx Xxxxxx

Xxx Xxxxxx

XX

 

1060

 

 

0179.01852.0061

Advance Auto Parts

000 Xxxxx 0xx Xxxxxx

Xxxxxxx

XX

 

1061

 

 

0179.01853.0061

Advance Auto Parts

000 Xxxxx Xxxx Xxxxxx

Xxxxxxxx

XX

 

1062

 

 

0179.01854.0061

Advance Auto Parts

0000 Xxxxx Xxxxxxx Xx.

Xxxxxxxxxxx

XX

 

1063

 

 

0179.01855.0061

Advance Auto Parts

0000 Xxxxx 00xx Xxx.

Wausau

WI

 

1064

 

 

0179.01856.0061

Advance Auto Parts

000 Xxxxx Xxxxxx Xxxxxx

Xxxxxxxxxx

XX

 

1065

 

 

0179.01857.0061

Advance Auto Parts

0000 Xxxx Xxxx Xx.

Xxxxx Xxxxx

XX

 

1066

 

 

0179.01858.0842

Vacant Property

00000 Xxxxxxx 00 Xxxxx

Xxxxxxx

XX

 

1067

 

 

0179.01859.0061

Advance Auto Parts

000 Xxxxxx Xxxxxx

Xxxxxxxx

XX

 

1068

 

 

0179.01860.0061

Advance Auto Parts

000 Xxxxx Xxxxxxx 00

Xxxxxx

XX

 

1069

 

 

0179.01861.0061

Advance Auto Parts

0000 XxXxx Xxxx

Xxxxxxx

XX

 

1070

 

 

0179.01862.0061

Advance Auto Parts

000 Xxxx Xxxxxxxx Xxxxxx

Xxxxxxxxxxx

XX

 

1071

 

 

0179.01863.0061

Advance Auto Parts

000 Xxxxx Xxxx Xxxxxx

Xxxxx Xxxxx

XX

 

1072

 

 

0179.01864.0202

CarQuest

0000 Xxxxxxx Xxxxxx

Xxxxxxxxx

XX

 

1073

 

 

0179.01865.0202

CarQuest

2013 Big Horn Avenue

Xxxx

XX

 

1074

 

 

0179.01867.0202

CarQuest

000 Xxxx Xxxxxxx Xxxxxx

Xxxxxx

XX

 

1075

 

 

0179.01868.0202

CarQuest

0000 Xxxxx Xxxxxxx Xxxx.

Riverton

WY

 

1076

 

 

0179.01869.0202

CarQuest

000 Xxxx Xxxxxxxx Xxxxxx

Xxxxxxxx

XX

 

1077

 

 

0179.01870.0202

CarQuest

000 Xxx Xxxx Xxxxxx

Xxxxxxx

XX

 

1078

 

 

0179.01871.0065

Applebee's

000 Xxxxx Xxxxxxxxx Xxxx

Xx. Sterling

KY

 

1079

 

 

0179.01872.0065

Applebee's

0000 Xxxxx Xxxx Xxxxx

Xxxxxxxxx

XX

 

1080

 

 

0179.01873.0065

Applebee's

0000 Xxxxxxxxxx Xxxx

Xxxxx Xxxx

XX

 

1081

 

 

0179.01874.0065

Applebee's

0000 Xxxx Xxxxxxxx Xxxxxx

Xxxx

XX

 

1082

 

 

0179.01875.0065

Applebee's

0000 Xxxxx 00xx Xx.

Xxxxxxx

XX

 

1083

 

 

0179.01876.0065

Applebee's

0000 X. Xxxxxxxx Xx.

Phoenix

AZ

 

1084

 

 

0179.01879.0297

Dollar General

0000 X. Xxxxxxxx Xxxx.

Deland

FL

 

1085

 

 

0179.01881.0376

Goodyear Truck & Tire

0000 Xxxxxxxxx Xxxxx Xxxx

Xxxxx

XX

 

1086

 

 

0179.01883.0800

Mid-South Bells (Taco Bell)

0000 Xxxxxxx Xxxx.

Madison

AL

 

1087

 

 

0179.01884.0800

Mid-South Bells (Taco Bell)

0000 Xxxx Xxxxxxx Xxxx.

Hendersonville

NC

 

1088

 

 

0179.01885.0800

Mid-South Bells (Taco Bell)

000 Xxxxx Xxxx.

Fort Xxxxx

AL

 

1089

 

 

0179.01887.0800

Mid-South Bells (Taco Bell)

000 Xxxxx Xxxx Xx.

Xxxxxxxxx

XX

 

1090

 

 

0179.01890.0800

Mid-South Bells (Taco Bell)

00 Xxxxx Xx.

Xxxxxxxx

XX

 

1091

 

 

0179.01892.0800

Mid-South Bells (Taco Bell)

000 0xx Xxxxxx Xxxx

Xxxxxxx

XX

 

1092

 

 

0179.01893.0800

Mid-South Bells (Taco Bell)

0000 Xxxxxxxxxxx Xxxxxxx

Xxxx Xxxxx

XX

 

1093

 

 

0179.01894.0800

Mid-South Bells (Taco Bell)

000 X. Xxxxxxxx Xxxxxxx 0

Xxxxx Xxxxxxxx

XX

 

1094

 

 

0179.01895.0800

Mid-South Bells (Taco Bell)

000 Xxxxxxx Xxxx

Xxxxxxxxx

XX

 

1095

 

 

0179.01897.0800

Mid-South Bells (Taco Bell)

0000 Xxxxx Xxx X Xxxx

Xxxxxx

XX

 

1096

 

 

0179.01898.0800

Mid-South Bells (Taco Bell)

0000 Xxxxxxxxxxxxxx Xxxx

Xxxxxxxxx

XX

 

1097

 

 

0179.01901.0800

Mid-South Bells (Taco Bell)

000 Xxxx Xxxx Xxxxxx

Xxxxx

XX

 

1098

 

 

0179.01903.0800

Mid-South Bells (Taco Bell)

00 XxXxxxx Xxxxxx

Xxxxxxxxxx

XX

 

1099

 

 

0179.01904.0800

Mid-South Bells (Taco Bell)

000 Xxxxxx Xxxx Xxxxx

Xxxxxx Xxxxxx

XX

 

1100

 

 

0179.01907.0800

Mid-South Bells (Taco Bell)

00000 Xxxxx Xxxxxx

Xxxxxxx

XX

 

1101

 

 

0179.01912.0297

Dollar General

000 X Xx Xxxxxx Xxxxxx Xxxx Xxxx

Xxxxxxx

XX

 

1102

 

 

0179.01913.0221

Cheddar's Cafe

0000 Xxxx Xxxxxxx

Xxxxxxx

XX

 

1103

 

 

0179.01915.0809

TitleMax

000 X. XX Xxxxxxx 00

Xxx Xxxxxxx

XX

 

 

16 of 50

 

 

 

Multi-Tenant

Reference Number

Property

Street Address

City

State

 

1104

 

 

0179.01916.0376

Goodyear Truck & Tire

000 Xxxxx Xxxxxxx 00

Xxxxxxxx

XX

 

1105

 

 

0179.01918.0297

Dollar General

0000 Xxxxx Xxxxxx Xxxxxx

Xxxxxxxx

XX

 

1106

 

 

0179.01919.0809

TitleMax

0000 Xxxxxxxxx Xxxxxxx

X. Xxxxxxxx Xxxxx

XX

 

1107

 

 

0179.01920.0265
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Filed: April 17th, 2024
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