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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 12, 2023
Global
Net Lease, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland |
|
001-37390 |
|
45-2771978 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
650 Fifth
Avenue, 30th Floor |
New York, New
York 10019 |
(Address, including zip code, of Principal Executive Offices) |
Registrant’s telephone number, including
area code: (212) 415-6500
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to section 12(b) of the Act:
Title of each class |
|
Trading
Symbols |
|
Name of each exchange on
which registered |
Common
Stock, $0.01 par value per share |
|
GNL |
|
New
York Stock Exchange |
7.25%
Series A Cumulative Redeemable Preferred Stock, $0.01 par value share |
|
GNL
PR A |
|
New
York Stock Exchange |
6.875%
Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
|
GNL
PR B |
|
New
York Stock Exchange |
7.50%
Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
|
GNL
PR D |
|
New
York Stock Exchange |
7.375%
Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
|
GNL
PR E |
|
New
York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Introductory Note
Completion of REIT Merger and Internalization
This Current Report on Form 8-K is being
filed in connection with the consummation on September 12, 2023 (the “Closing Date”) of the transactions contemplated
by (1) that certain Agreement and Plan of Merger, dated May 23, 2023 (the “REIT Merger Agreement”), by and among
Global Net Lease, Inc., a Maryland corporation (“GNL” or the “Company”), Global Net Lease Operating Partnership,
L.P., a Delaware limited partnership (“GNL OP”), Osmosis Sub I, LLC, a Maryland limited liability company and wholly-owned
subsidiary of GNL (“REIT Merger Sub”), Osmosis Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary
of GNL OP (“OP Merger Sub”), The Necessity Retail REIT, Inc., a Maryland corporation (“RTL”) and The Necessity
Retail REIT Operating Partnership, L.P., a Delaware limited partnership (“RTL OP”) (such transactions, the “REIT Merger”),
and (2) that certain Agreement and Plan of Merger, dated May 23, 2023 (the “Internalization Agreement”) by and
among GNL, RTL, GNL Advisor Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL OP (the “GNL
Advisor Sub”), GNL PM Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL OP (the “GNL
PM Sub”), RTL Advisor Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL OP, RTL PM Merger
Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL OP (the “RTL PM Sub”), GNL OP, RTL OP,
AR Global Investments, LLC, a Delaware limited liability company (“Advisor Parent”), Global Net Lease Special Limited Partnership,
LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of Advisor Parent (“GNL SLP”), Necessity
Retail Space Limited Partner, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Advisor Parent (“RTL SLP”),
Global Net Lease Advisors, LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL SLP (“GNL Advisor”),
Global Net Lease Properties, LLC, a Delaware limited liability company and a wholly-owned subsidiary of GNL SLP (“GNL Property
Manager”), Necessity Retail Advisors, LLC, a Delaware limited liability company and a wholly-owned subsidiary of RTL SLP (“RTL
Advisor”), and Necessity Retail Properties, LLC, a Delaware limited liability company and a wholly-owned subsidiary of RTL SLP
(“RTL Property Manager”), entered into for the purposes of effecting an internalization of the advisory and property management
functions of GNL and GNL OP post-REIT Merger (collectively, the “Internalization” and together with the REIT Merger, the
“Transactions”).
Pursuant to the terms and conditions of the REIT
Merger Agreement, at the effective time of the REIT Merger on the Closing Date (the “REIT Merger Effective Time”), RTL merged
with and into REIT Merger Sub, with REIT Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of GNL, and immediately
after the REIT Merger Effective Time, OP Merger Sub merged with and into RTL OP, with RTL OP continuing as the surviving entity. Pursuant
to the terms and conditions of the Internalization Agreement, at the effective time of the Internalization (the “Internalization
Effective Time”), (i) GNL Advisor Sub merged with and into GNL Advisor, with GNL Advisor continuing in existence; (ii) GNL
PM Sub merged with and into GNL Property Manager, with GNL Property Manager continuing in existence; (iii) RTL Advisor Merger Sub
LLC merged with and into RTL Advisor, with RTL Advisor continuing in existence; and (iv) RTL PM Sub merged with and into RTL Property
Manager, with RTL Property Manager continuing in existence.
Copies of the REIT Merger Agreement and the Internalization
Agreement were previously filed as Exhibit 2.1 and Exhibit 2.2, respectively, to the Company’s Current Report on Form 8-K
filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 26, 2023 (the “Signing Form 8-K”)
and are incorporated by reference herein. The descriptions of the REIT Merger Agreement and the Internalization Agreement contained in
this Current Report on Form 8-K are not complete and are qualified in their entirety by reference to the full text of the Agreements.
In connection with the Transactions, GNL and RTL
filed a Joint Proxy Statement/Prospectus included in a Registration Statement on Form S-4 filed by GNL on July 6, 2023, which
became effective on July 18, 2023 (the “Joint Proxy Statement/Prospectus”).
Item 1.01. Entry into a Material Definitive Agreement.
Amended Credit Facility
In connection with the Transactions, on September 12,
2023, GNL entered into a second amendment (the “GNL Credit Facility Amendment”)
to its Second Amended and Restated Credit Agreement, dated April 8, 2022, by and among GNL OP, as borrower, GNL and the other guarantors
party thereto (including RTL OP, RTL OP GP, REIT Merger Sub, and certain of RTL OP’s subsidiaries), KeyBank National Association,
as agent, and the other lender parties thereto (as amended to date, the “GNL Credit Facility”) in order to, among other things,
repay the outstanding indebtedness and obligations of RTL under the Amended and Restated Credit Agreement, dated as of October 1,
2021, by and among RTL OP, RTL and the other guarantors party thereto, BMO Harris Bank N.A., as administrative agent, and the other lender
parties thereto (the “RTL Credit Facility”). GNL exercised the existing “accordion feature” on the GNL Credit
Facility and increased the aggregate total commitments under the GNL Credit Facility by $500 million from $1.45 billion to $1.95 billion
to repay and terminate the RTL Credit Facility and to create additional availability after the closing of the REIT Merger. The sublimits
for letters of credit and swing loans were also each increased from $50 million to $75 million. The GNL Credit Facility Amendment also
includes modifications to the change of control events to reflect the changes to the board composition and management of GNL following
the REIT Merger and other modifications to account for multi-tenant properties for the credit support of additional eligible unencumbered
properties that are owned by the subsidiaries of RTL OP that serve as guarantors under the GNL Credit Facility. The GNL Credit Facility
will mature on October 8, 2026, subject to GNL OP’s right, subject to customary conditions, to extend the maturity date by
up to two additional six-month terms.
The pricing of the GNL Credit Facility, the calculation
of availability under the GNL Credit Facility and the other provisions relating to prepayments, operating covenants (including the restrictions
on distributions and the financial maintenance covenants further described below), events of default, and the terms of the existing guaranty
remain substantially consistent with the terms in effect prior to the execution of the GNL Credit Facility Amendment.
Unless GNL has obtained and maintained, from at
least two rating agencies, a credit rating of at least BBB- from S&P Global Inc. or Fitch Ratings Inc. or at least Baa3 from Moody’s
Investor Service, Inc., there is a limit on the amount of dividends that GNL may pay to its investors equal to 100% of adjusted
funds from operations (“AFFO”) (calculated as of the last day of the most recently ended fiscal quarter for the four quarter
period ending on such date) (provided that, for one fiscal quarter every calendar year, such amount may exceed 100% of AFFO but not exceed
105% of AFFO). However, notwithstanding the preceding sentence, GNL is permitted to make restricted payments (including the making of
distributions and share repurchases) in an amount required to be paid by GNL in order for it to (x) maintain its real estate investment
trust (“REIT”) status for federal and state income tax purposes and (y) avoid the payment of federal and state income
or excise tax. During a payment or bankruptcy event of default, restricted payments by GNL will only be permitted up to the minimum amount
needed to maintain GNL’s status as a REIT for federal and state income tax purposes.
The following summarizes the financial maintenance covenants of the
GNL Credit Facility:
| · | Maximum
Leverage Ratio. The ratio of (i) indebtedness to (ii) total asset value cannot
exceed 60.0%; provided that GNL OP will have the option to increase this limit to 65% for
the two consecutive quarters following a material acquisition, not to be exercised more than
three times during the term of the GNL Credit Facility. |
| · | Minimum
Fixed Charge Coverage Ratio. The ratio of (i) Adjusted EBITDA to (ii) fixed charges
for the most recent full fiscal quarter, annualized, cannot be less than 1.60 to 1.0. |
| · | Maximum
Secured Leverage Ratio. The ratio of (i) secured indebtedness to (ii) total asset
value cannot exceed 45.0%; provided that GNL will have the option to increase the foregoing
limit to 50% for the two consecutive quarters following a material acquisition, not to be
exercised more than three times during the term of the GNL Credit Facility. |
| · | Maximum
Secured Recourse Debt Ratio: The ratio of (i) secured recourse debt to (ii) total
asset value cannot exceed 15%. |
| · | Minimum
Tangible Net Worth. Tangible net worth cannot at any time be less than (i) 80% of the
tangible net worth on the closing date of the GNL Credit Facility Amendment plus (ii) an
amount equal to 80% of net equity offering proceeds received by GNL after the closing date
of the GNL Credit Facility Amendment. |
| · | Maximum
Unencumbered Leverage. The ratio of (i) unsecured indebtedness to (ii) unencumbered
asset value cannot exceed 60%. |
| · | Unencumbered
Debt Service Coverage Ratio. The ratio of (i) unencumbered net operating income for
the most recent full fiscal quarter, annualized, to (ii) the implied debt service, cannot
be less than 1.50 to 1.0. |
The above
description of the GNL Credit Facility Amendment is a summary and is qualified in its entirety by the terms of the GNL Credit Facility
Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
GNL and RTL Supplemental Indentures
In connection with the Transactions, on September 12,
2023, GNL, GNL OP, and the other parties thereto entered into a supplemental indenture (the “RTL Supplemental Indenture”)
to assume the obligations of RTL and RTL OP with respect to the RTL Senior Notes (as defined below) and under RTL’s indenture,
dated October 7, 2021, by and among RTL, RTL OP, the guarantors party thereto and U.S. Bank Trust Company, National Association,
as successor to U.S. Bank National Association, as trustee (as amended and supplemented to date, the “RTL Indenture”) and
governing the $500 million 4.500% Senior Notes due 2028 issued by RTL and RTL OP (the “RTL Senior Notes”). The RTL Senior
Notes, which were issued at par, mature on September 30, 2028 and accrue interest at a rate of 4.500% per year. Interest is payable
semi-annually in arrears on March 30 and September 30 of each year. The RTL Senior Notes do not require any principal payments
prior to maturity.
Additionally, each of the guarantors under the
GNL Credit Facility not a party to the RTL Indenture prior to the REIT Merger Effective Time (the “New RTL Guarantors”) also
entered into the RTL Supplemental Indenture, whereby the New RTL Guarantors guaranteed the indebtedness under the RTL Indenture.
Under the RTL Indenture as assumed, GNL and GNL
OP will be required to make an offer to repurchase all outstanding RTL Senior Notes at 101% of the principal amount thereof, plus accrued
and unpaid interest, if a “Change of Control Triggering Event” occurs. A Change of Control Triggering Event means the occurrence
of both (i) a change of control (as defined in the RTL Indenture), and (ii) a ratings decline (as defined in the RTL Indenture),
which occurs if the ratings on the RTL Senior Notes are downgraded by at least two out of three applicable rating agencies (as defined
in the RTL Indenture) within 60 days following public notice of the occurrence of the change of control, as compared to the applicable
ratings of the RTL Senior Notes 60 days prior to the earlier of either the date of the change of control or the date of public notice
thereof. The Transactions constitute a change of control under the RTL Indenture, and, accordingly, GNL and GNL OP would be required
to redeem the RTL Senior Notes at 101% of the principal amount thereof if a ratings decline (as defined in the RTL Indenture) occurs.
In addition, as required by the terms of the indenture
dated as of December 16, 2020, among GNL, GNL OP, the guarantors party thereto and U.S. Bank Trust Company, National Association,
as successor to U.S. Bank National Association, as trustee (as amended and supplemented to date, the “GNL Indenture”) governing
the $500 million 3.750% Senior Notes due 2027 issued by GNL and GNL OP, and the terms of the GNL Indenture, at the REIT Merger Effective
Time, GNL, GNL OP and each of the guarantors under the GNL Credit Facility not a party to the GNL Indenture prior to the REIT Merger
Effective Time (the “New GNL Guarantors”) entered into a supplemental indenture (the “GNL Supplemental Indenture”),
whereby the New GNL Guarantors guarantee the indebtedness under both the GNL Indenture and the RTL Indenture.
The above description of the RTL Indenture, the
RTL Supplemental Indenture and the GNL Supplemental Indentures is a summary and is qualified in its entirety by the terms of the RTL
Indenture, the RTL Supplemental Indenture, and the GNL Supplemental Indentures, copies of which are attached hereto as Exhibit 4.1,
Exhibit 4.2 and Exhibit 4.3, respectively, and are incorporated by reference herein.
Assumption of RTL CMBS
In
connection with the Transactions, on September 12, 2023, GNL became the non-recourse guarantor and provided an environmental
indemnity in connection with that certain (i) Loan Agreement, dated as of July 24, 2020, by and among the entities listed on
Schedule I thereto including certain subsidiaries of RTL OP, as borrowers, and Column Financial, Inc., as lender, as amended to
date and assigned by Column Financial Inc. (the “RTL Column Loan Agreement”) and (ii) the Loan Agreement, dated as of
August 30, 2023, among (w) Barclays Capital Real Estate Inc., (x) Société Générale Financial Corporation,
(y) Bank of Montreal and (z) KeyBank National Association, as lenders, and certain subsidiaries of RTL OP, as borrowers (the
“RTL Barclays Loan Agreement”). At the REIT Merger Effective Time, RTL OP, a subsidiary of GNL, continues to be the non-recourse
guarantor and environmental indemnitor under that certain Loan Agreement, dated as of December 8, 2017, among Société
Générale and UBS AG, as lenders, and certain subsidiaries of RTL OP, as borrowers, as amended to date and assigned by Société
Générale and UBS AG (the “RTL SocGen and UBS Loan Agreement”).
The RTL Column Loan Agreement is a $715.0 million
loan and is secured by, among other things, a first mortgage on approximately 363 single-tenant properties located in 41 states and the
District of Columbia. The loan bears interest at a fixed rate of 3.743% and matures on August 6, 2025. The loan agreement also contains
provisions pursuant to which, subject to certain conditions and limitations, mortgaged properties may be released or replaced and provisions
related to circumstances under which all rent and other revenue received from the mortgaged properties will be directly deposited into
a bank account controlled by the lender and used to pay obligations under the loan.
The RTL SocGen and UBS Loan Agreement provides
for a $210.0 million loan with a fixed interest rate of 4.191% and a maturity date of January 1, 2028. The RTL SocGen and UBS Loan
Agreement is secured by, among other things, mortgage liens on 12 retail properties in eight states.
The
RTL Barclays Loan Agreement provides for a $260.0 million loan secured by, among other things, first priority mortgages on the
borrowers’ interests in 29 multi-tenant properties owned across the United States. The loan has a 10-year term and is interest-only
at a fixed rate of 6.44575% per year.
The
above description is a summary and is qualified in its entirety by the terms of the RTL Column Loan Agreement, the Limited Recourse Guaranty
in favor of Column Financial, Inc. dated July 24, 2020, the Environmental Indemnity Agreement dated as of July 24, 2020,
the Limited Recourse Agreement dated as of September 12, 2023, the Environmental Indemnity Agreement dated as of September 12,
2023, the RTL SocGen and UBS Loan Agreement, the Guaranty of Recourse Obligations dated December 8, 2017 in favor of Societe
Generale and UBS AG, the RTL Barclays Loan Agreement, the Guaranty Agreement, dated as of
September 12, 2023, in favor of Barclays Capital Real Estate Inc., Société Générale Financial Corporation, Bank
of Montreal, and KeyBank National Association, and the Environmental Indemnity Agreement, dated as of September 12, 2023, copies
of which are attached hereto as Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5, Exhibit 10.6, Exhibit 10.7,
Exhibit 10.8, and Exhibit 10.9, respectively, and are incorporated by reference herein.
Registration Rights and Stockholders Agreement
In connection with the Internalization Agreement,
on September 12, 2023, GNL and Advisor Parent, GNL SLP, and RTL SLP
Bellevue Capital Partners, LLC, American Relaty Capital Global II
Special LP LLC, AR Global Investments, LLC, Nicholas S. Schorsch, Nicholas S. Schorsch 2016 Grantor Retained Annuity Trust, MWM I,
LLC, Shelley D. Schorsch, Edward M. Weil, Jr., William M. Kahane, and AR Capital LLC (collectively, the “Advisor Holders”) entered into
a Registration Rights and Stockholders Agreement (the “Registration Rights and Stockholders Agreement”). Pursuant to the
Registration Rights and Stockholders Agreement, GNL has agreed to, as soon as possible following the closing of the Transactions,
file a registration statement or prospectus supplement providing for the registration and sale of any shares of GNL’s common
stock, $0.01 par value per share (“GNL Common Stock”) beneficially owned by the Advisor Holders at the time of such
filing (the “Resale Registration Statement”). GNL is required to use its reasonable best efforts to keep the Resale
Registration Statement continuously effective for the period beginning on the date which the Resale Registration Statement becomes
effective and ending on the earlier of (i) the date on which all of the Advisor Holders’ shares of GNL Common Stock may
be resold without volume or manner of sale limitations pursuant to Rule 144, and (ii) the date that all of the Advisor
Holders’ shares of GNL Common Stock registered under the Resale Registration Statement have been disposed of or withdrawn.
Pursuant to the terms of the Registration Rights and Stockholders Agreement, the Advisor Holders are permitted to transfer their
shares of GNL Common Stock to each of AR Capital Global Holdings, LLC and Bellevue Capital Partners, LLC, who may in turn distribute
the share to its members, who may also transfer the shares to their family members, all of whom will be permitted successors and
assigns to the rights and obligations under the Registration Rights and Stockholders Agreement with respect the transferred
shares.
Amendments and Supplements
During the period that the Resale Registration
Statement is effective, GNL will prepare and file with the SEC such amendments and supplements as may be necessary to keep the Resale
Registration Statement effective and to comply with provisions of the Securities Act of 1933, as amended (the “Securities Act”)
with respect to the disposition of the Advisor Holders’ shares of GNL Common Stock. GNL will file, as promptly as practicable and
in any event within 20 business days, any supplement or post-effective amendment to add the Advisor Holders’ shares of GNL Common
Stock to any shelf registration statement as is reasonably necessary to permit the sale of the Advisor Holders’ shares of GNL Common
Stock.
Underwritten Offerings
The Registration Rights and Stockholders Agreement
provides the Advisor Holders with demand rights for an underwritten offering of their shares of GNL Common Stock. GNL has agreed to reasonably
cooperate with any such request and to take all other reasonable actions in connection therewith, including entering into certain agreements
(including an underwriting agreement in customary form), making customary representations and warranties to the underwriters with respect
to GNL’s business and the registration statement, obtaining customary opinions and negative assurance letters of counsel, obtaining
customary “cold comfort” letters and updates thereof from GNL’s independent registered public accountants (to the extent
permitted by applicable accounting rules and guidelines), and filing any supplements to the registration statement as may be necessary
in order to enable the Advisor Holders’ shares of GNL Common Stock to be distributed in the underwritten offering.
If the Advisor Holders desires to engage in a
block trade or bought deal pursuant to a shelf registration statement, the Advisor Holders may notify GNL of such block trade not less
than five business days prior to the day such offering is first anticipated to commence. Upon such request, GNL will use its reasonable
best efforts to facilitate the block trade or bought deal (which may close as early as two business days after the date it commences).
Piggyback Registration
Under the Registration Rights and Stockholders
Agreement, the Advisor Holders have been granted certain piggyback registration rights. In particular, subject to certain specified exceptions,
including sales by GNL in an “at-the-market” offering, if GNL proposes to conduct a registered offering or proposes to file
a registration statement under the Securities Act with respect to an offering of its common equity securities, or securities or
other obligations exercisable or exchangeable for, or convertible into, its common equity securities, then GNL will give written notice
of such proposed offering to the Advisor Holders not less than three business days before the filing date of such registration statement
or, in the case of an underwritten offering pursuant to a shelf registration statement, the launch date of such offering and include
in such registered offering such number of the Advisor Holders’ shares of GNL Common Stock as the Advisor Holders may request.
Sale and Transfer Restrictions
Under the Registration Rights and Stockholders
Agreement, Advisor Parent is prohibited from transferring any shares of GNL Common Stock issued pursuant to the Internalization on or
before the date that is six months from the Internalization Merger Effective Time (as defined in the Registration Rights and
Stockholders Agreement) without the prior written consent of GNL. Notwithstanding the foregoing, Advisor Parent may, beginning on the
date that is 30 days following the Internalization Merger Effective Time, sell such shares of GNL Common Stock issued pursuant to
the Internalization in transactions generating net proceeds of up to $85 million, provided that, during any three-month period,
the amount of such shares transferred by Advisor Parent will not exceed the greater of (i) 1% of the then outstanding shares of
GNL Common Stock or (ii) the average weekly reported trading volume of GNL Common Stock during the 4 weeks preceding the date
of such transfer.
In
addition, in the event of an underwritten offering of GNL Common Stock, the Advisor Holders will not effect any disposition of any shares
of GNL Common Stock during the period (the “Offering Blackout Period”) beginning upon receipt by the Advisor Holders of written
notice from GNL, but in any event no earlier than the 15th day preceding the anticipated
date of pricing of such underwritten offering, and ending no later than 90 days after the closing date of such underwritten offering,
and in no event for any longer period than is applicable to GNL’s directors and officers in connection with such underwritten offering.
However, the Advisor Holders will not be required to observe or comply with the Offering Blackout Period if they are not disposing of
any of shares of GNL Common Stock in such underwritten offering. Furthermore, such lockup will not prohibit the Advisor Holders from
pledging their shares of GNL Common Stock pursuant to a bona fide margin loan or prevent the lender from exercising foreclosure remedies
pursuant to such loan.
Board Nomination Right
The Advisor Holders have the right to designate
one individual for nomination and election to GNL’s board of directors (the “GNL Board”), beginning at the first election
of directors after both James L. Nelson and Edward M. Weil, Jr. are no longer serving on the GNL Board, provided that the Advisor
Holders must hold at least 10% of the shares of GNL Common Stock then outstanding at any given time in order to exercise this right.
Furthermore, the individual designated by the Advisor Holders must (i) not be affiliated with Advisor Parent, and (ii) satisfy
the independence standards under Section 303A of the NYSE Listed Company Manual.
The above
description of the Registration Rights and Stockholders Agreement is a summary and is qualified in its entirety by the terms of the Registration
Rights and Stockholders Agreement, a copy of which is attached as Exhibit 10.10 hereto and incorporated by reference herein.
Item 1.02. Termination of a Material Definitive Agreement.
Termination of Advisory Agreement
On September 12, 2023, GNL terminated its
Advisory Agreement, dated as of June 2, 2015, as amended, by and among GNL, GNL OP, and GNL Advisor.
Termination of Rights Agreement
On September 12, 2023, GNL and Equiniti Trust
Company (f/k/a American Stock Transfer and Trust Company, LLC) (“Equiniti”), as Rights Agent, terminated the Company’s
rights agreement, by and between the Company and Equiniti, dated April 9, 2020, as amended (the “Rights Agreement”).
In connection with the termination of the Rights Agreement, all of the outstanding preferred stock purchase rights issued pursuant to
the Rights Agreement were terminated and are no longer outstanding.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Completion of REIT Merger and Internalization
The information contained in the Introductory
Note of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01.
On September 12, 2023, each of the REIT Merger
and the Internalization became effective. As a result of the REIT Merger, the Company acquired the business of RTL, which, immediately
prior to the REIT Merger Effective Time, owned a portfolio of 989 properties. As a result of the Internalization, GNL has internalized
its advisory and property management services previously provided by affiliates of Advisor Parent, and will now operate as an internally
managed REIT with a portfolio of 1,306 properties.
REIT Merger Consideration
GNL Common Stock
Pursuant to the terms and subject to the conditions
of the REIT Merger Agreement, each issued and outstanding share of RTL’s Class A Common Stock, $0.01 par value per share (“RTL
Class A Common Stock”) (other than shares of RTL Class A Common Stock held by RTL’s subsidiaries, GNL, and GNL’s
subsidiaries, which were cancelled in accordance with the terms of the REIT Merger Agreement), was converted into the right to receive
0.670 shares of GNL Common Stock upon the closing of the REIT Merger (the “Exchange Ratio”). RTL stockholders that would
have been entitled to receive fractional shares of less than 1/1000th of a share will have their shares aggregated and rounded
up to the nearest 1/1,000th of a share of GNL Common Stock.
The Company issued approximately 93,432,927
shares of GNL Common Stock as consideration in the REIT Merger, and approximately 221,136 GNL Restricted Shares (as defined in the
REIT Merger Agreement) subject to vesting conditions.
Preferred Stock
At the REIT Merger Effective Time, 7,933,711 issued
and outstanding shares of RTL’s 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
and 4,595,175 issued and outstanding shares of RTL’s 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01
par value per share, converted into the right to receive 7,933,711 shares of GNL’s 7.50% Series D Cumulative Redeemable Perpetual
Preferred Stock, $0.01 par value per share (“GNL Series D Preferred Stock”), and 4,595,175 shares of GNL’s 7.375%
Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“GNL Series E Preferred Stock”),
respectively.
As of September 12, 2023, the shares of Series D
Preferred Stock and Series E Preferred Stock issued pursuant to the REIT Merger are listed on the New York
Stock Exchange under the trading symbols “GNL PR D” and “GNL PR E,” respectively.
Internalization Consideration
As consideration for the Internalization, GNL
issued 29,614,825 shares of GNL Common Stock, valued at $325 million for purposes of the Internalization Agreement, to Advisor Parent
(the “Advisor Shares”) and paid Advisor Parent $50 million in cash. The Advisor Shares were issued in a private placement
exempt from registration pursuant to Section 4(a)(2) of the Securities Act. Pursuant to the terms of the Registration Rights
and Stockholders Agreement (as discussed in Item 1.01 of this Current Report on Form 8-K), GNL will register the Advisor Shares
for resale on the Resale Registration Statement, and Advisor Parent has certain board nomination rights.
RTL LTIP Units
Prior to the REIT Merger Effective Time, RTL Advisor
distributed approximately 5,569,362 long-term incentive units of RTL OP (the “RTL LTIP Units”) representing that portion
of the RTL LTIP Units that vested and became earned (the “RTL Earned LTIPs Units”) in accordance with the terms of the RTL
Advisor Multi-Year Outplacement Performance Award as modified by the Internalization Agreement (the “Amended RTL 2021 Award”)
to RTL SLP. As provided by the Internalization Agreement and the Amended RTL 2021 Award, the RTL Earned LTIP Units converted into a like
number of restricted shares of RTL Class A Common Stock. These restricted shares were subsequently converted into the right to receive
approximately 3,731,472 shares of GNL Common Stock at the REIT Merger Effective Time based on the Exchange Ratio. A priority catch-up
distribution was paid in cash to RTL SLP in an amount of $9,586,264. RTL SLP is a party to the Registration Rights and Stockholders
Agreement discussed in more detail in Item 1.01 of this Current Report on Form 8-K, and the Company will register the shares of
GNL Common Stock issued.
GNL LTIP Units
Prior to the REIT Merger Effective
Time, GNL Advisor distributed approximately 883,750 long-term incentive units of GNL OP (the “GNL LTIP Units”) representing
that portion of the GNL LTIP Units that vested and became earned (the “GNL Earned LTIPs Units”) in accordance with the terms
of the GNL Advisor Multi-Year Outplacement Performance Award as modified by the Internalization Agreement (the “Amended GNL 2021
Award”) to GNL SLP. As provided in the Internalization Agreement and the Amended GNL 2021 Award, the GNL Earned LTIP Units converted
into a like number of shares of GNL Common Stock at the REIT Merger Effective Time. A priority catch-up distribution was paid in cash
to GNL SLP in an amount of $2,863,350. The shares issued to GNL SLP in connection with the conversion of GNL LTIP Units were issued
in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act. GNL SLP is a party to the
Registration Rights and Stockholders Agreement discussed in more detail in Item 1.01 of this Current Report on Form 8-K.
Amendment to the Operating Partnership
Agreement
On September 12,
2023, the Company, in its capacity as the general partner of the GNL OP, entered into a Tenth Amendment to the Second Amended and Restated
Agreement of Limited Partnership of the GNL OP (the “Tenth Amendment”), to (i) implement the issuance of Series D
Preferred Units and Series E Preferred Units to GNL, in its capacity as the general partner of the GNL OP, which are units of limited
partnership in the GNL OP that have economic interests that are substantially similar to the designations, preferences and other rights
of the GNL Series D Preferred Stock and the GNL Series E Preferred Stock, respectively, and (ii) to implement the issuance
of additional limited partnership interests in the form of OP Units in connection with the issuances of the shares of GNL Common Stock
upon the closing of the Transactions.
The foregoing description
of the Tenth Amendment does not purport to be a complete description and is qualified in its entirety by reference to the Tenth Amendment,
which is filed as Exhibit 4.4 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K
under the captions “GNL and RTL Supplemental Indentures,” “Amended Credit Facility,” and
“Assumption of RTL CMBS” is incorporated herein by reference to this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 2.01 of this
Current Report on Form 8-K under the captions “Internalization Consideration” and “GNL LTP Units”
is incorporated herein by reference to this Item 3.02.
Blackwells/Related Parties
As
previously disclosed in our Current Report on Form 8-K filed with the SEC on June 4, 2023, RTL, GNL, and their affiliates entered
into a Cooperation Agreement and Release (the “Blackwells/Related Agreement”) with Blackwells Capital LLC, Blackwells
Onshore I LLC, Jason Aintabi, Related Fund Management, LLC, Jim Lozier, and Richard O’Toole (collectively the “Blackwells/Related
Parties”).
Pursuant to the terms of the Blackwells/Related
Agreement, at the REIT Merger Effective Time GNL issued to the Blackwells/Related Parties 1,600,000 shares of GNL Common Stock in a private
placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 5.03 of this Current Report on Form 8-K
under the captions “Changes to Bylaws” and “Board Declassification” is incorporated herein by reference.
Appointment of Co-Chief Executive Officers
In
connection with the consummation of the Transactions, at the REIT Merger Effective Time, Edward M. Weil, Jr., who has served
as a member of our Board since 2017, was appointed as Co-Chief Executive Officer of GNL, joining James L. Nelson, who has served as our
Chief Executive Officer prior to the Transactions and will continue with Mr. Weil as Co-Chief Executive Officer. The previously
announced employment agreement we entered into with Mr. Weil become effective as of the Internalization Effective Time. Also as
of the Internalization Effective Time, GNL assumed the Employment Agreement, dated July 10, 2017, between Advisor Parent and James
L. Nelson, as amended on March 24, 2022.
The employment terms of each of Mr. Weil
and Mr. Nelson were previously disclosed in the Signing Form 8-K. Mr. Weil’s employment agreement was attached as
Exhibit 10.3 to the Signing Form 8-K and is incorporated by reference herein. Mr. Nelson’s employment agreement,
as assumed by GNL, is attached to this Current Report on Form 8-K as Exhibit 10.11 and incorporated by reference herein.
GNL Board of Directors
At the REIT Merger Effective
Time, the GNL board of directors increased the size of the board of directors by three directors and, at or immediately after the REIT
Merger Effective Time, the GNL board of directors appointed (i) each of Lisa D. Kabnick to the GNL Board as a director and Stanley
R. Perla to the GNL Board as a Class I director to serve until GNL’s 2024 annual meeting of stockholders and until their respective
successors are duly elected and qualify, and (ii) Leslie D. Michelson to the GNL Board to serve as a Class II director until
GNL’s 2025 annual meeting of stockholders and until his successor is duly elected and qualifies. Each of Ms. Kabnick, Mr. Perla,
and Mr. Michelson were determined to be “independent directors” under Section 303A.02 of the NYSE Listed Company
Manual and the “Director Independence” standards of the Company’s Corporate Governance Guidelines, as amended from
time to time.
To
facilitate the previously announced declassification of the GNL Board, each of James L. Nelson and Edward M. Weil (i) resigned from
the GNL Board as Class III directors at the REIT Merger Effective Time, and (ii) were immediately reappointed to the
GNL Board to fill the vacancies resulting from their resignations and to serve until GNL’s 2024 annual meeting of GNL stockholders
and until their respective successors are duly elected and qualify.
Mr. Perla was appointed
chair of the Audit Committee of the GNL Board, replacing Dr. M. Therese Antone in that role. The committee memberships of Ms. Kabnick
and Mr. Michelson have not yet been determined. Set forth below are the biographies of our newly appointed members of the Board:
Lisa D. Kabnick
Age 68. Director of RTL since 2015.
Lisa D. Kabnick has served as
an independent director of RTL since August 2015 and lead independent director since March 2018. Ms. Kabnick has also
served as RTL’s nominating and corporate governance committee chair since April 2016. Ms. Kabnick has been a senior advisor
for Troutman Pepper Hamilton Sanders LLP (f/k/a Pepper Hamilton, LLP) since September 2017. Ms. Kabnick previously served as
a Senior Advisor at Reed Smith LLP (“Reed Smith”) from January 2015 until September 2017 and previously was a partner
at Reed Smith from January 2003 until December 2014. Prior to joining Reed Smith, Ms. Kabnick was a practicing attorney
with Pepper Hamilton, LLP, where she became a partner in 1988. During her tenure in both firms, Ms. Kabnick has held various leadership
positions. Since April 2015, Ms. Kabnick has been a member of the board of directors of The Philadelphia Inquirer, PBC, the
publisher of the Philadelphia Inquirer and Daily News and operator of philly.com, where she is vice chair of the board and chairs the
audit/finance committee. From January 2017 until January 2020, Ms. Kabnick served as a member of the board of directors
of CFG Community Bank and a member of the risk management and compensation committees. From August 2013 until October 2015,
Ms. Kabnick served as a member of the board of directors of Vertisense, Inc. (formerly known as Alcohoot, Inc.). From
2006 through 2013, Ms. Kabnick was a member of the board of directors of the Kimmel Center, the performing arts center in Philadelphia,
Pennsylvania. Since 2001, Ms. Kabnick has been a member of the board of directors of the Ongava Game Reserve, a 125 square mile
game reserve in Namibia. Ms. Kabnick has also served on a number of community and non-profit boards, including as a Northeast Trustee
for the Boys and Girls Clubs of America, United Way of Greater Philadelphia and Southern New Jersey Council, Pennsylvania Ballet, and
on the Trustee’s Council of Penn Women for the University of Pennsylvania. Ms. Kabnick has been the recipient of numerous
awards and honors relating to her professional career, including being recognized in Chambers USA, Best Lawyers in America, and Pennsylvania
Super Lawyers, and has been honored by Real Philly magazine in 2005 as Trailblazer Honoree and Woman of Distinction.
Leslie D. Michelson
Age 72. Director of RTL since 2017.
Leslie D. Michelson joined the
RTL Board in February 2017 at the completion of RTL’s merger with RCA. Mr. Michelson had served as an independent director
of RCA since November 2015. In addition, Mr. Michelson has served as an independent director of Franklin BSP Franklin Lending
Corporation since January 2011, including as lead independent director since 2016, Franklin BSP Capital Corporation including as
lead independent director since March 2020, and Franklin BSP Private Credit Fund including as lead independent director since October 2022.
Mr. Michelson has served as an independent director of Health Care Trust Inc. since December 2015 including as Non-Executive
Chair since October 2016.
Mr. Michelson previously
served as an independent director of BDCA II from August 2014 until its liquidation and dissolution in September 2016 and an
independent trustee RCIFT, a family of mutual funds advised by an affiliate of Advisor Parent from April 2013 until its dissolution
in January 2017.
From April 2007 until February 2020,
Mr. Michelson has served as the chairman and chief executive officer of Private Health Management, Inc., a company which assists
corporate employees and their dependents, families and individuals obtain the best healthcare. Since March 2020 Mr. Michelson
has served as executive chair and a director of Private Health Management, Inc. Mr. Michelson has served as a member of the
Board of Advisors for the UCLA Fielding School of Public Health since October 2013. He has served as founder and chief executive
officer of Michelson on Medicine, LLC since January 2011. Earlier in his career, Mr. Michelson served as a founder, investor,
director and executive officer of multiple public and private companies, including foundations, in the healthcare, technology, finance
and real estate industries. Mr. Michelson received his B.A. from The Johns Hopkins University in 1973 and a J.D. from Yale Law School
in 1976.
Stanley R. Perla
Age 80. Director of RTL since 2013.
Stanley R. Perla has served
as an independent director of RTL since April 2013. Mr. Perla has served as RTL’s audit committee chair since March 2018.
Mr. Perla has served as an independent director of Hospitality Investors Trust, Inc. (formerly known as American Realty Capital
Hospitality Trust, Inc.) since January 2014 and GTJ REIT, Inc. since January 2013. He currently chairs the audit
committee at both companies. Mr. Perla previously served as a member of the board of directors and the chair of the audit committee
of Madison Harbor Balanced Strategies, Inc. until its liquidation in 2017, as a trustee of AREIF from May 2012 until its liquidation
in August 2016 and as an independent director of Global II from August 2014 until December 2016. Mr. Perla, a licensed
certified public accountant, was with the firm of Ernst & Young LLP (“Ernst & Young”) for 35 years, from
September 1967 to June 2003, the last 25 of which he was a partner. Mr. Perla served as Ernst & Young’s
national director of real estate accounting, as well as on Ernst & Young’s national accounting and auditing committee.
From July 2003 to May 2008, he was the director of Internal Audit for Vornado Realty Trust and from June 2008 to May 2011,
he was the managing partner of Cornerstone Accounting Group, a public accounting firm specializing in the real estate industry and a
consultant to the same firm from June 2011 to March 2012. From May 2012 until December 2015, Mr. Perla provided
consulting services to Friedman LLP, a public accounting firm. His area of expertise for the past 40 years has been real estate and he
was also responsible for the auditing of public and private companies. He is an active member of the National Association of Real Estate
Investment Trusts (NAREIT) and the National Association of Real Estate Companies. In addition, Mr. Perla has been a frequent speaker
on real estate accounting issues at numerous real estate conferences. Mr. Perla earned an M.B.A. in Taxation and a B.B.A. in Accounting
from Baruch College.
Indemnification Agreements
On
September 12, 2023, GNL entered into indemnification agreements (the “Indemnification Agreements”) with each of Lisa
D. Kabnick, Stanley R. Perla, and Leslie Michelson (each an “Indemnitee” and collectively, the “Indemnitees”),
as new members of the GNL Board, substantially in the form of indemnification agreements previously entered into by GNL with each of
its executive officers and directors, to require the Company to indemnify the Indemnitees to the maximum extent permitted by Maryland
law from and against all judgments, penalties, fines and amounts paid in settlement and expenses actually and reasonably incurred by
such Indemnitee that may result or arise in connection with such Indemnitee serving in his or her capacity as a present or former director,
officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee
or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit
plan or other enterprise that such person is or was serving in such capacity at the request of the Company. Each of the Indemnification
Agreements further provides that, subject to the limitations set forth in the Indemnification Agreement, the Company will, without requiring
a preliminary determination of the Indemnitee’s ultimate entitlement of indemnification under the Indemnification Agreement, advance
all reasonable expenses to the Indemnitee incurred by or on behalf of the Indemnitee in connection with any proceeding to which the Indemnitee
is or is threatened to be made a party.
The above
description of the Indemnification Agreements is a summary and is qualified in its entirety by the terms of the form of Indemnification
Agreement, a copy of which is attached as Exhibit 10.12 hereto and incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
Amended Bylaws
In connection with the REIT Merger, at the REIT
Merger Effective Time, GNL amended its amended and restated bylaws (as so amended, the “Second Amended and Restated Bylaws”),
to, among other things, remove the requirement that the GNL Board include two “managing directors” (which have previously
been designated by the GNL Advisor).
The foregoing description is qualified in its
entirety by the full text of the Second Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 hereto and incorporated
by reference herein.
Board Declassification and Articles Supplementary
As previously
disclosed in the Signing Form 8-K, in connection with the closing of the Transactions, GNL elected to no longer be subject to Section 3-803
of the Maryland General Corporation Law (the “MGCL”) and will prohibit itself from electing to be subject to Section 3-803
of the MGCL unless the repeal of such prohibition is approved by the stockholders of GNL by the affirmative vote of at least a majority
of the votes cast on the matter by stockholders entitled to vote generally in the election of directors (the “Declassification
Election”). As the terms of the directors in each class expire, the successors to the directors in that class will be elected without
classification, so that by the 2025 annual meeting of GNL stockholders, there will be no more classified directors on the GNL Board.
Thereafter, all of the directors of GNL will be elected to serve until the following annual meeting of GNL stockholders and until their
respective successors are duly elected and qualify.
On September 12, 2023, GNL filed articles
supplementary (the “Declassification Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland
(“SDAT”) to implement the Declassification Election. A copy of the Declassification Articles Supplementary are attached hereto
as Exhibit 3.2 and incorporated by reference herein.
Series D Preferred Stock and Series E
Preferred Stock Articles Supplementary
In
connection with the consummation of the REIT Merger, on September 8, 2023, GNL filed Articles Supplementary for each of the Series D
Preferred Stock and the Series E Preferred Stock with the SDAT. The terms, preferences, privileges and restrictions of the Series D
Preferred Stock and the Series E Preferred Stock are described in the Joint Proxy Statement/Prospectus under the captions “Description
of GNL Shares – Preferred Stock - GNL Series D Preferred Stock” and “Description of GNL Shares –
Preferred Stock -GNL Series E Preferred Stock,” respectively, which are incorporated by reference into this Item 5.03.
The
foregoing description incorporated by reference into this Item 5.03 is qualified in its entirety by the full text of the Articles Supplementary
setting for the terms of the Series D Preferred Stock and the Series E Preferred Stock, copies of which are attached hereto
as Exhibit 3.3 and Exhibit 3.4, respectively, and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On September 12, 2023, the Company issued
a press release announcing the closing of the Transactions. A copy of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K. The press release is deemed to have been furnished, and shall not be deemed to have been filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act regardless
of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(a) |
Financial
statements of businesses or funds acquired. |
The
financial statements of RTL as of December 31, 2022 and 2021 and for each of the three years in the period ended December 31,
2022 included in RTL’s Annual Report on Form 10-K are filed as Exhibit 99.2 to this Current Report on Form 8-K
and incorporated by reference herein.
The unaudited financial statements
of RTL as of and for the six months ended June 30, 2023 and the related notes included in RTL’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2023 are filed as Exhibit 99.3 to this Current Report on Form 8-K and incorporated by reference
herein.
The
combined financial statements of the Internalization Parties (Global Net Lease Advisors LLC, Necessity Retail Advisors, LLC, Global Net
Lease Properties, LLC, and Necessity Retail Properties, LLC) for the years ended December 31, 2022 and 2021 are filed as
Exhibit 99.4 to this Current Report on Form 8-K and incorporated by reference herein.
The
unaudited combined financial statements of the Internalization Parties (Global Net Lease Advisors LLC, Necessity Retail Advisors, LLC,
Global Net Lease Properties, LLC, and Necessity Retail Properties, LLC) as of June 30, 2023 and for the three and six months ended
June 30, 2022 and 2023 are filed as Exhibit 99.5 to this Current Report on Form 8-K and incorporated by reference
herein.
The combined statements of revenues
and certain expenses of 81 properties from certain subsidiaries of CIM Real Estate Finance Trust, Inc. (the “CIM Portfolio”)
for the year ended December 31, 2021 and the three months ended March 31, 2022 are filed as exhibit 99.6 to this Current Report
on Form 8-K and incorporated by reference herein.
(b) |
Pro Forma
Financial Information. |
The unaudited pro forma condensed combined financial
statements of the combined company as of June 30, 2023, for the six months ended June 30, 2023 and for the year ended December 31,
2022 are filed as Exhibit 99.7 to this Current Report on Form 8-K and incorporated by reference herein.
Exhibit
No. |
|
Description |
3.1 |
|
Second
Amended and Restated Bylaws of Global Net Lease, Inc., effective September 12, 2023 |
3.2 |
|
Articles
Supplementary of Global Net Lease, Inc., filed on September 12, 2023 |
3.3 |
|
Articles
Supplementary for the Global Net Lease, Inc. 7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par
value per share, as filed September 8, 2023 with the State Department of Assessments and Taxation of Maryland (incorporated
by reference to Exhibit 3.5 to the Form 8-A filed by Global Net Lease, Inc. on September 8, 2023) |
3.4 |
|
Articles
Supplementary for the Global Net Lease, Inc. 7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par
value per share, as filed September 8, 2023 with the State Department of Assessments and Taxation of Maryland (incorporated
by reference to Exhibit 3.6 to the Form 8-A filed by Global Net Lease, Inc. on September 8, 2023) |
4.1 |
|
Indenture,
dated as of October 7, 2021, among The Necessity Retail REIT, Inc (f/k/a American Finance Trust, Inc.), The Necessity
Retail REIT Operating Partnership, L.P.(f/k/a American Finance Operating Partnership, L.P.), the Guarantors party thereto and U.S.
Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of The Necessity Retail REIT, Inc.’s
Current Report on Form 8-K filed with the SEC on October 8, 2021) |
4.2 |
|
RTL
Supplemental Indenture dated September 12, 2023 by and among The Necessity Retail REIT, Inc, The Necessity Retail REIT
Operating Partnership, L.P., Global Net Lease, Inc., the guarantors thereto and U.S. Bank Trust Company, National Association,
as trustee |
4.3 |
|
GNL
Supplemental Indentures, dated September 12, 2023 by and among Global Net Lease, Inc., Global Net Lease Operating Partnership,
L.P., The Necessity Retail REIT, Inc, the guarantors thereto and U.S. Bank Trust Company, National Association, as trustee |
4.4 |
|
Tenth
Amendment, dated as of September 12, 2023, to the Second Amended and Restated Agreement of Limited Partnership of Global Net
Lease Operating Partnership, L.P., dated June 2, 2015 |
10.1 |
|
GNL
Credit Facility Amendment dated September 12, 2023, by and among Global Net Lease Operating Partnership, L.P., as borrower,
Global Net Lease, Inc. and the other guarantors party thereto, KeyBank National Association, as agent, and the other lender
parties thereto |
10.2 |
|
Loan
Agreement, dated as of July 24, 2020, by and among the entities listed on Schedule I thereto, as borrowers, and Column Financial, Inc.,
as lender (incorporated by reference to Exhibit 10.1 to The Necessity Retail REIT, Inc.’s Current Report on Form 8-K
filed on July 28, 2020 (File No. 001-38597)) |
10.3 |
|
Limited
Recourse Guaranty, dated as of July 24, 2020, in favor of Column Financial, Inc. (incorporated by reference to Exhibit 10.2
to The Necessity Retail REIT, Inc.’s Current Report on Form 8-K filed on July 28, 2020 (File No. 001-38597)) |
10.4 |
|
Environmental
Indemnity Agreement, dated as of July 24, 2020, by and among the entities listed on Schedule I thereto, American Finance Operating
Partnership, L.P. and Column Financial, Inc. (incorporated by reference to Exhibit 10.3 to The Necessity Retail REIT, Inc.’s
Current Report on Form 8-K filed on July 28, 2020 (File No. 001-38597)) |
10.5 |
|
Loan
Agreement dated as of December 8, 2017 among Societe Generale and UBS AG as Lenders and the borrowers thereto (incorporated
by reference to Exhibit 10.19 to The Necessity Retail REIT, Inc.’s Annual Report on Form 10-K filed on March 19,
2018 (File No. 001-38597)) |
10.6 |
|
Guaranty
of Recourse Obligations dated as of December 8, 2017 in favor of Societe Generale and UBS AG (incorporated by reference to Exhibit 10.20
to The Necessity Retail REIT, Inc.’s Annual Report on Form 10-K filed on March 19, 2018 (File No. 001-38597)) |
10.7 |
|
Loan
Agreement, dated as of August 30, 2023, among the borrower entities party thereto, and Barclays Capital Real Estate Inc.,
Société Générale Financial Corporation, Bank of Montreal, and KeyBank National Association (incorporated by reference
to Exhibit 10.1 to The Necessity Retail REIT, Inc.’s Current Report on Form 8-K filed on September 5, 2023
(File No. 001-38597)) |
10.8 |
|
Guaranty
Agreement, dated as of September 12, 2023, in favor of Barclays Capital Real Estate Inc., Société Générale
Financial Corporation, Bank of Montreal, and KeyBank National Association |
10.9 |
|
Environmental
Indemnity Agreement, dated as of September 12, 2023, by Global Net Lease, Inc. and the borrower entities party thereto, for the benefit
of Barclays Capital Real Estate Inc., Société Générale Financial Corporation, Bank of Montreal, and KeyBank National
Association. |
10.10 |
|
Registration
Rights and Stockholders Agreement dated September 12, 2023, by and between Global Net Lease, Inc., AR Global Investments,
LLC, Global Net Lease Special Limited Partnership, LLC, and Necessity Retail Space Limited Partner, LLC |
10.11 |
|
Employment
Agreement, dated July 10, 2017, between AR Global Investments, LLC and James L. Nelson, as amended by the Amendment to Employment
Agreement dated March 24, 2022 |
10.12 |
|
Form of
Indemnification Agreement (incorporated by reference to Exhibit 10.40 to Global Net Lease, Inc.’s Annual Report on
Form 10-K filed on February 28, 2020) |
23.1 |
|
Consent
of PricewaterhouseCoopers LLP |
23.2 |
|
Consent
of Mazars LLP |
23.3 |
|
Consent
of Deloitte & Touche LLP |
99.1 |
|
Press
Release, dated September 12, 2023 |
99.2 |
|
The
audited financial statements of The Necessity Retail REIT, Inc. as of December 31, 2022 and 2021 and for each of the three years
in the period ended December 31, 2022 (incorporated by reference to page F-1 through page F-89 of The Necessity
Retail REIT, Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, 2023 (File No. 001-38597)) |
99.3 |
|
Unaudited
financial statements of The Necessity Retail REIT, Inc. as of and for the six months ended June 30, 2023 and the related
notes for the quarter ended June 30, 2023 (incorporated by reference to page 2 through page 40 of The Necessity Retail
REIT, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023 (File No. 001-38597)) |
99.4 |
|
The
combined financial statements of the Internalization Parties (Global Net Lease Advisors LLC, Necessity Retail Advisors, LLC, Global
Net Lease Properties, LLC, and Necessity Retail Properties, LLC) for the years ended December 31, 2022 and 2021 (incorporated
by reference to pages F-1 through F-16 included in Global Net Lease, Inc.’s Registration Statement Form S-4/A
filed with the SEC on July 17, 2023) |
99.5 |
|
Unaudited
combined financial statements of the Internalization Parties (Global Net Lease Advisors LLC, Necessity Retail Advisors, LLC, Global
Net Lease Properties, LLC, and Necessity Retail Properties, LLC) as of June 30, 2023 and for the three and six months ended
June 30, 2022 and 2023 (incorporated by reference to Exhibit 99.2 to Global Net Lease, Inc.’s Current Report
on Form 8-K filed on August 9, 2023) |
99.6 |
|
The
Combined Statements of Revenues and Certain Expenses of CIM for the three months ended March 31, 2022 and for the year ended
December 31, 2021 (incorporated by reference to Exhibit 99.1 of The Necessity Retail REIT, Inc.’s Current Report
on Form 8-K/A filed with the SEC on June 24, 2022 (File No. 001-38597)) |
99.7 |
|
Unaudited
pro forma condensed combined financial statements of the GNL and RTL as of June 30, 2023, for the six months ended June 30,
2023 and for the year ended December 31, 2022 (incorporated by reference to Exhibit 99.1 to our Form 8-K filed on
August 9, 2023) |
|
|
|
104 |
|
Cover
Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
GLOBAL NET LEASE, INC. |
|
|
|
Date: September 12, 2023 |
By: |
/s/ James L.
Nelson |
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Name: |
James L. Nelson |
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Title: |
Co-Chief Executive Officer |
Exhibit
3.1
GLOBAL
NET LEASE, INC.
SECOND
AMENDED AND RESTATED BYLAWS
ARTICLE
I
OFFICES
Section
1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board
of Directors may designate.
Section
2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as
the Board of Directors may from time to time determine or the business of the Corporation may require.
ARTICLE
II
MEETINGS
OF STOCKHOLDERS
Section
1. PLACE. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place
as shall be set in accordance with these Bylaws and stated in the notice of the meeting.
Section
2. ANNUAL MEETING. An annual meeting of stockholders for the election of directors and the transaction of any business within
the powers of the Corporation shall be held on the date and at the time and place set by the Board of Directors.
Section
3. SPECIAL MEETINGS.
(a) General. Each of the chairman of the board, chief executive officer, president and Board of Directors may call a special meeting
of stockholders. Except as provided in subsection (b)(4) of this Section 3, a special meeting of stockholders shall be held on the date
and at the time and place set by the chairman of the board, chief executive officer, president or Board of Directors, whoever has called
the meeting. Subject to subsection (b) of this Section 3, a special meeting of stockholders shall also be called by the secretary of
the Corporation to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders
entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting.
(b) Stockholder-Requested
Special Meetings.
(1) Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary (the
“Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix
a record date to determine the stockholders entitled to request a special meeting (the “Request Record Date”). The
Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed
by one or more stockholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record
Date Request Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information relating
to each such stockholder and each matter proposed to be acted on at the meeting that would be required to be disclosed in connection
with the solicitation of proxies for the election of directors in an election contest (even if an election contest is not involved),
or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision)
under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”).
Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date shall not
precede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request Record
Date is adopted by the Board of Directors. If the Board of Directors, within ten days after the date on which a valid Record Date Request
Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business
on the tenth day after the first date on which a Record Date Request Notice is received by the secretary.
(2) In order for any stockholder to request a special meeting to act on any matter that may properly be considered at a meeting of stockholders,
one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by stockholders
of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not
less than a majority of all of the votes entitled to be cast on such matter at such meeting (the “Special Meeting Percentage”)
shall be delivered to the secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of the meeting and the
matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received
by the secretary), (b) bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (c) set
forth (i) the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose
behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of stock of the Corporation which are
owned (beneficially or of record) by each such stockholder and (iii) the nominee holder for, and number of, shares of stock of the Corporation
owned beneficially but not of record by such stockholder, (d) be sent to the secretary by registered mail, return receipt requested,
and (e) be received by the secretary within 60 days after the Request Record Date. Any requesting stockholder (or agent duly authorized
in a writing accompanying the revocation of the Special Meeting Request) may revoke his, her or its request for a special meeting at
any time by written revocation delivered to the secretary.
(3) The secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or delivering the notice
of the meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a special meeting upon
stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section
3(b), the secretary receives payment of such reasonably estimated cost prior to the preparation and mailing or delivery of such notice
of the meeting.
(4) In the case of any special meeting called by the secretary upon the request of stockholders (a “Stockholder- Requested Meeting”),
such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however,
that the date of any Stockholder-Requested Meeting shall be not more than ninety (90) days after the record date for such meeting (the
“Meeting Record Date”); and provided further that if the Board of Directors fails to designate, within
ten days after the date that a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”),
a date and time for a Stockholder-Requested Meeting, then such meeting shall be held at 2:00 p.m., local time, on the 90th
day after the Meeting Record Date or, if such 90th day is not a Business Day (as defined below), on the first preceding Business
Day; and provided further that in the event that the Board of Directors fails to designate a place for a Stockholder- Requested
Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Corporation.
In fixing a date for a Stockholder-Requested Meeting, the Board of Directors may consider such factors as it deems relevant, including,
without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and
any plan of the Board of Directors to call an annual meeting or a special meeting. In the case of any Stockholder-Requested Meeting,
if the Board of Directors fails to fix a Meeting Record Date that is a date within thirty (30) days after the Delivery Date, then the
close of business on the 30th day after the Delivery Date shall be the Meeting Record Date. The Board of Directors may revoke
the notice for any Stockholder-Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of
paragraph (3) of this Section 3(b).
(5) If written revocations of the Special Meeting Request have been delivered to the secretary and the result is that stockholders of record
(or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage
have delivered, and not revoked, requests for a special meeting on the matter to the secretary: (i) if the notice of meeting has not
already been delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requesting stockholders
who have not revoked such requests written notice of any revocation of a request for a special meeting on the matter, or (ii) if the
notice of meeting has been delivered and if the secretary first sends to all requesting stockholders who have not revoked requests for
a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the Corporation’s
intention to revoke the notice of the meeting or for the chairman of the meeting to adjourn the meeting without action on the matter,
(A) the secretary may revoke the notice of the meeting at any time before ten days before the commencement of the meeting or (B) the
chairman of the meeting may call the meeting to order and adjourn the meeting without acting on the matter. Any request for a special
meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.
(6) The chairman of the board, chief executive officer, president or Board of Directors may appoint regionally or nationally recognized independent
inspectors of elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity
of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform such review,
no such purported Special Meeting Request shall be deemed to have been received by the secretary until the earlier of (i) five Business
Days after actual receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the
Corporation that the valid requests received by the secretary represent, as of the Request Record Date, stockholders of record entitled
to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest
or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after
such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of
any litigation with respect thereto, and the seeking of injunctive relief in such litigation).
(7) For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which
banking institutions in the State of New York are authorized or obligated by law or executive order to close
Section
4. NOTICE. Not less than ten (10) nor more than ninety (90) days before each meeting of stockholders, the secretary shall give
to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting
notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as
otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder
personally, by leaving it at the stockholder’s residence or usual place of business, by electronic transmission or by any other
means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed
to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid.
If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission
to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single
notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless
such stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give
notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed
in accordance with this Article II or the validity of any proceedings at any such meeting.
Subject
to Section 11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without being
specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall
be transacted at a special meeting of stockholders except as specifically designated in the notice. The Corporation may postpone or cancel
a meeting of stockholders by making a public announcement (as defined in Section 11(c)(4) of this Article II) of such postponement or
cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than
ten (10) days prior to such date and otherwise in the manner set forth in this Section 4.
Section
5. ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors
to be chairman of the meeting or, in the absence of such appointment or appointed individual, by the chairman of the board or, in the
case of a vacancy in the office or absence of the chairman of the board, by one of the following officers present at the meeting in the
following order: the vice chairman of the board, if there is one, the chief executive officer, the president, the vice presidents in
their order of rank and seniority, the secretary, or, in the absence of such officers, a chairman chosen by the stockholders by the vote
of a majority of the votes cast by stockholders present in person or by proxy. The secretary or, in the secretary’s absence, an
assistant secretary, or, in the absence of both the secretary and assistant secretaries, an individual appointed by the Board of Directors
or, in the absence of such appointment, an individual appointed by the chairman of the meeting shall act as secretary. In the event that
the secretary presides at a meeting of stockholders, an assistant secretary, or, in the absence of all assistant secretaries, an individual
appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. Even if present, the individual
holding the office named herein may delegate to another individual the power to act as chairman or secretary of the meeting. The order
of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The
chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chairman
and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a)
restricting admission to the time set for the commencement of the meeting; (b) limiting attendance or participation at the meeting
to stockholders of record of the Corporation, their duly authorized proxies and such other individuals as the chairman of the meeting
may determine; (c) recognizing speakers at the meeting and determining when and how long speakers and any individual speaker may
address the meeting; (d) determining when and for how long the polls should be opened and when the polls should be closed and when
announcement of the results should be made; (e) maintaining order and security at the meeting; (f) removing any stockholder
or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting;
(g) concluding a meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a later date and time and at
a place either (i) announced at the meeting or (ii) provided at a future time through means announced at the meeting; and (h) complying
with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting,
meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Section
6. QUORUM. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all
the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement
under any statute or the charter of the Corporation (the “Charter”) for the vote necessary for the approval of any matter.
If such quorum is not established at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting sine die
or from time to time to a date not more than 120 days after the original record date without notice other than announcement at the
meeting. The date, time and place of the meeting, as reconvened, shall be either (a) announced at the meeting or (b) provided at a future
time through means announced at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted
which might have been transacted at the meeting as originally notified.
The
stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established,
may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave
fewer than would be required to establish a quorum.
Section
7. VOTING. A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be
sufficient to elect a director. Each share may be voted for as many individuals as there are directors to be elected and for whose election
the holder is entitled to vote. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present
shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes
cast is required by statute or by the Charter. Unless otherwise provided by statute or by the Charter, each outstanding share, regardless
of class, entitles the holder thereof to cast one (1) vote on each matter submitted to a vote at a meeting of stockholders. Voting on
any question or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballot or otherwise.
Section
8. PROXIES. A holder of record of shares of stock of the Corporation may cast votes in person or by proxy executed by the stockholder
or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy
shall be filed with the secretary of the Corporation before or at the meeting. No proxy shall be valid more than eleven (11) months after
its date unless otherwise provided in the proxy.
Any
stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall
be reserved for the exclusive use by the Board of Directors.
Section
9. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, limited liability company,
partnership, joint venture, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, managing
member, manager, general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless
some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation
or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which
case such person may vote such stock. Any trustee or fiduciary, in such capacity, may vote stock registered in such trustee’s or
fiduciary’s name, either in person or by proxy.
Shares
of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining
the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in
which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.
The
Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares
of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution
shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form
of certification and the information to be contained in it; if the certification is with respect to a record date, the time after
the record date within which the certification must be received by the Corporation; and any other provisions with respect to the
procedure which the Board of Directors considers necessary or desirable. On receipt by the Corporation of such certification, the person
specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified
stock in place of the stockholder who makes the certification.
Section
10. INSPECTORS. The Board of Directors or the chairman of the meeting may appoint, before or at the meeting, one or more inspectors
for the meeting and any successor to the inspector. Except as otherwise provided by the chairman of the meeting, the inspectors, if any,
shall (i) determine the number of shares of stock represented at the meeting, in person or by proxy, and the validity and effect of proxies,
(ii) receive and tabulate all votes, ballots or consents, (iii) report such tabulation to the chairman of the meeting, (iv) hear and
determine all challenges and questions arising in connection with the right to vote, and (v) do such acts as are proper to fairly conduct
the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than
one (1) inspector acting at such meeting. If there is more than one (1) inspector, the report of a majority shall be the report of the
inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting
shall be prima facie evidence thereof.
Section
11. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.
(a) Annual
Meetings of Stockholders.
(1) Nominations of individuals for election to the Board of Directors and proposals of other business to be considered by the stockholders
may be made at an annual meeting of stockholders only (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction
of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record at the record date set by the
Board of Directors for the purpose of determining stockholders entitled to vote at the annual meeting, at the time of giving of notice
by the stockholder as provided for in this Section 11(a) and at the time of the annual meeting (and any postponement or adjournment thereof),
who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied
with this Section 11(a).
(2) For any nomination or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of
paragraph (a)(1) of this Section 11, the stockholder must have given timely notice thereof in writing to the secretary of the
Corporation and any such other business must otherwise be a proper matter for action by the stockholders. To be timely, a
stockholder’s notice shall set forth all information and representations required under this Section 11 and shall be delivered
to the secretary at the principal executive office of the Corporation not earlier than the 150th day nor later than 5:00
p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement (as defined in
Section 11(c)(4) of this Article II) for the preceding year’s annual meeting; provided, however, that in the event that
the date of the annual meeting is advanced or delayed by more than thirty (30) days from the first anniversary of the date of the
preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the
150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the
120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which
public announcement of the date of such meeting is first made. The postponement or adjournment of an annual meeting (or the public
announcement thereof) shall not commence a new time period (or extend any time period) for the giving of a stockholder’s
notice as described above.
(3) Such
stockholder’s notice shall set forth:
(i)
as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed
Nominee”), all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation
of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved),
or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision)
under the Exchange Act (including the Proposed Nominee’s written consent to being named in the proxy statement as a nominee and
to serving as a director if elected);
(ii)
as to any other business that the stockholder proposes to bring before the meeting, (A) a description of such business (including the
text of any proposal), the stockholder’s reasons for proposing such business at the meeting and any material interest in such business
of such stockholder or any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated
benefit to the stockholder or the Stockholder Associated Person therefrom and (B) any other information relating to such business that
would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies
in support of the business proposed to be brought before the meeting pursuant to Regulation 14A (or any successor provision) of the Exchange
Act;
(iii)
as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person,
(A)
the class, series and number of all shares of stock or other securities of the Corporation or any affiliate thereof (collectively, the
“Company Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or
Stockholder Associated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition,
and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other
security) in any Company Securities of any such person,
(B)
the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee
or Stockholder Associated Person,
(C)
whether and the extent to which such stockholder, Proposed Nominee or Stockholder Associated Person, directly or indirectly (through
brokers, nominees or otherwise), is subject to or during the last six (6) months has engaged in any hedging, derivative or other transaction
or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing
or lending of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefit of changes
in the price of (x) Company Securities or (y) any security of any entity that was listed in the Peer Group in the Stock Performance Graph
in the most recent annual report to security holders of the Corporation (a “Peer Group Company”) for such stockholder,
Proposed Nominee or Stockholder Associated Person or (II) increase or decrease the voting power of such stockholder, Proposed Nominee
or Stockholder Associated Person in the Corporation or any affiliate thereof (or, as applicable, in any Peer Group Company) disproportionately
to such person’s economic interest in the Company Securities (or, as applicable, in any Peer Group Company) and
(D)
any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual
relationship with the Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated
Person, in the Corporation or any affiliate thereof, other than an interest arising from the ownership of Company Securities where such
stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis
by all other holders of the same class or series;
(iv)
as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii)
or (iii) of this paragraph (3) of this Section 11(a) and any Proposed Nominee,
(A)
the name and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and address, if
different, of each such Stockholder Associated Person and any Proposed Nominee and
(B)
the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individual
and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder
and each such Stockholder Associated Person;
(v)
the name and address of any person who contacted or was contacted by the stockholder giving the notice or any Stockholder Associated
Person about the Proposed Nominee or other business proposal;
(vi)
to the extent known by the stockholder giving the notice, the name and address of any other person supporting the nominee for election
or reelection as a director or the proposal of other business;
(vii)
if the stockholder is proposing one or more Proposed Nominees, a representation that such stockholder, any Proposed Nominee or any Stockholder
Associated Person intends or is part of a group which intends to solicit the holders of shares of stock of the Corporation representing
at least 67% of the voting power of shares of stock entitled to vote on the election of directors in support of each Proposed Nominee
in accordance with Rule 14a-19 of the Exchange Act; and
(viii)
all other information regarding the stockholder giving the notice and each Stockholder Associated Person that would be required to be
disclosed by the stockholder in connection with the solicitation of proxies for the election of directors in an election contest (even
if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant
to Regulation 14A (or any successor provision) under the Exchange Act.
(4) Such
stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by:
(i)
a written representation executed by the Proposed Nominee
(A)
that such Proposed Nominee (I) is not, and will not become, a party to any agreement, arrangement or understanding with any person
or entity other than the Corporation in connection with service or action as a director that has not been disclosed to the
Corporation, (II) consents to be named in a proxy statement as a nominee, (III) consents to serve as a director of the Corporation
if elected (IV) will notify the Corporation simultaneously with the notification to any stockholder of the Proposed Nominee’s
actual or potential unwillingness or inability to serve as a director and (V) does not need any permission or consent from any third
party (including any employer or any other board or governing body on which such Proposed Nominee serves) to serve as a director of
the Corporation, if elected, that has not been obtained,
(B)
attaching copies of any and all requisite permissions or consents and
(C)
attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request, to the
stockholder providing the notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed
in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if
an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation
14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national
securities exchange on which any securities of the Corporation are listed or over-the-counter market on which any securities of the Corporation
are traded) and
(ii)
a written representation executed by the stockholder that such stockholder will:
(A)
comply with Rule 14a-19 promulgated under the Exchange Act in connection with such stockholder’s solicitation of proxies in
support of any Proposed Nominee,
(B)
notify the Corporation as promptly as practicable of any determination by the stockholder to no longer solicit proxies for the election
of any Proposed Nominee as a director at the annual meeting,
(C)
furnish such other or additional information as the Corporation may request for the purpose of determining whether the requirements of
this Section 11 have been satisfied or of evaluating any nomination or other business described in the stockholder’s notice and
(D)
appear in person or by proxy at the meeting to present each Proposed Nominee or to bring such business before the meeting, as
applicable, and acknowledging that if the stockholder does not so appear in person or by proxy at the meeting to present each
Proposed Nominee or bring such business before the meeting, as applicable, the Corporation need not bring such Proposed Nominee or
such business for a vote at such meeting and any proxies or votes cast in favor of the election of any Proposed Nominee or any
proposal related to such other business need not be counted or considered.
(5) Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in the event that the number of directors to be elected
to the Board of Directors is increased, and there is no public announcement of such action at least 130 days prior to the first anniversary
of the date of the proxy statement (as defined in Section 11(c)(4) of this Article II) for the preceding year’s annual meeting,
a stockholder’s notice required by clause (iii) of paragraph (a)(1) of this Section 11 shall also be considered timely, but only
with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive
office of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement
is first made by the Corporation.
(6) For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any person acting in concert
with such stockholder or another Stockholder Associated Person or who is otherwise a participant (as defined in Instruction 3 to Item
4 of Schedule 14A under the Exchange Act) in any solicitation of proxies, (ii) any beneficial owner of shares of stock of the Corporation
owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and (iii) any person that directly,
or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such stockholder or
such Stockholder Associated Person.
(b) Special
Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation’s notice of meeting. No stockholder may make a proposal of other business to be
considered at a special meeting or, except as contemplated by and in accordance with the next two sentences of this Section 11(b),
nominate an individual for election to the Board of Directors at a special meeting. Nominations of individuals for election to the
Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the
direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with Section 3(a) of
this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record at the
record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the special meeting, at
the time of giving of notice provided for in this Section 11 and at the time of the special meeting (and any postponement of
adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied
with the notice procedures set forth in this Section 11. In the event the Corporation calls a special meeting of stockholders for
the purpose of electing one (1) or more individuals to the Board of Directors, any stockholder may nominate an individual or
individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the
stockholder’s notice, containing the information and representations required by paragraphs (a)(3) and (4) of this Section 11,
is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior
to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special
meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting. The
postponement or adjournment of a special meeting (or a public announcement thereof) shall not commence a new time period (or extend
any time period) for the giving of a stockholder’s notice as described above.
(c) General.
(1) If any information or representation submitted pursuant to this Section 11 by any stockholder proposing a nominee for election as a
director or any proposal for other business at a meeting of stockholders, including any information or representation from a
Proposed Nominee, shall be inaccurate in any material respect, such information or representation may be deemed not to have been
provided in accordance with this Section 11. Any such stockholder shall notify the Corporation of any inaccuracy or change (within
two (2) Business Days of becoming aware of such inaccuracy or change) in any such information or representation. Upon written
request by the secretary or the Board of Directors, any stockholder or Proposed Nominee shall provide, within five (5) Business Days
of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in
the discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any
information submitted by the stockholder pursuant to this Section 11, (B) a written update of any information (including, if
requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination or other
business proposal before the meeting and, if applicable, satisfy the requirements of Rule 14a-19(a)(3) under the Exchange Act)
submitted by the stockholder pursuant to this Section 11 as of an earlier date and (C) an updated representation by each Proposed
Nominee that such individual will serve as a director of the Corporation if elected. If a stockholder or Proposed Nominee fails to
provide such written verification, update or representation within such period, the information as to which such written
verification, update or representation was requested may be deemed not to have been provided in accordance with this Section
11.
(2) Only such individuals who are nominated in accordance with this Section 11 shall be eligible for election by stockholders as directors,
and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with
this Section 11. A stockholder proposing a Proposed Nominee shall have no right to (i) nominate a number of Proposed Nominees that exceeds
the number of directors to be elected at the meeting or (ii) substitute or replace any Proposed Nominee unless such substitute or replacement
is nominated in accordance with this Section 11 (including the timely provision of all information and representations with respect to
such substitute or replacement Proposed Nominee in accordance with the deadlines set forth in this Section 11). If the Corporation provides
notice to a stockholder that the number of Proposed Nominees proposed by such stockholder exceeds the number of directors to be elected
at a meeting, the stockholder must provide written notice to the Corporation within five Business Days stating the names of the Proposed
Nominees that have been withdrawn so that the number of Proposed Nominees proposed by such stockholder no longer exceeds the number of
directors to be elected at a meeting. If any individual who is nominated in accordance with this Section 11 becomes unwilling or unable
to serve on the Board of Directors, then the nomination with respect to such individual shall no longer be valid and no votes may validly
be cast for such individual. The chairman of the meeting shall have the power to determine whether a nomination or any other business
proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 11.
(3) Notwithstanding the foregoing provisions of this Section 11, the Corporation shall disregard any proxy authority granted in favor of,
or votes for, director nominees other than the Corporation’s nominees if the stockholder or Stockholder Associated Person (each,
a “Soliciting Stockholder”) soliciting proxies in support of such director nominees abandons the solicitation or does not
(i) comply with Rule 14a-19 promulgated under the Exchange Act, including any failure by the Soliciting Stockholder to (A) provide the
Corporation with any notices required thereunder in a timely manner or (B) comply with the requirements of Rule 14a-19(a)(2) and Rule
14a-19(a)(3) promulgated under the Exchange Act, or (ii) timely provide evidence in accordance with the following sentence that is sufficient,
in the discretion of the Board of Directors, to demonstrate that such Soliciting Stockholder has met the requirements of Rule 14a-19(a)(3)
promulgated under the Exchange Act. Upon request by the Corporation, such Soliciting Stockholder shall deliver to the Corporation, no
later than five Business Days prior to the applicable meeting of stockholders, evidence that is sufficient, in the discretion of the
Board of Directors, to demonstrate that such Soliciting Stockholder has met the requirements of Rule 14a-19(a)(3) promulgated under the
Exchange Act.
(4) For purposes of this Section 11, “the date of the proxy statement” shall have the same meaning as “the date of the
company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted
by the United States Securities and Exchange Commission from time to time. “Public announcement” shall mean disclosure in
(i) a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news
or wire service or (ii) a document publicly filed by the Corporation with the United States Securities and Exchange Commission pursuant
to the Exchange Act.
(5) Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of state
law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 11. Nothing
in this Section 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, or the right of the Corporation
to omit a proposal from, any proxy statement filed by the Corporation with the United States Securities and Exchange Commission pursuant
to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section 11 shall require disclosure of revocable proxies
received by, or routine solicitation contacts made by or on behalf of, the stockholder or Stockholder Associated Person pursuant to a
solicitation of proxies after the filing of a definitive proxy statement on Schedule 14A by such stockholder or Stockholder Associated
Person.
(6) Notwithstanding anything in these Bylaws to the contrary, except as otherwise determined by the chairman of the meeting, if the stockholder
giving notice as provided for in this Section 11 does not appear in person or by proxy at such annual or special meeting to present each
nominee for election as a director or the proposed business, as applicable, such matter shall not be considered at the meeting.
Section
12. STOCKHOLDERS’ CONSENT IN LIEU OF MEETING. Any action required or permitted to be taken at any meeting of
stockholders may be taken without a meeting if a unanimous consent setting forth the action is given in writing or by electronic
transmission by each stockholder entitled to vote on the matter and filed with the minutes of proceedings of the
stockholders.
Section
13. CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the Charter or these Bylaws, Title 3, Subtitle 7 of
the Maryland General Corporation Law (the “MGCL”) (or any successor statute) shall not apply to any acquisition
by any person of shares of stock of the Corporation. This section may be repealed, in whole or in part, at any time, whether before
or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any
prior or subsequent control share acquisition.
ARTICLE
III
DIRECTORS
Section
1. GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.
Section
2. NUMBER, TENURE, QUALIFICATION AND RESIGNATION. A majority of the entire Board of Directors may establish, increase or decrease
the number of directors, provided that the number thereof shall never be less than the minimum number required by the MGCL, nor more
than fifteen (15), and further provided that the tenure of office of a director shall not be affected by any decrease in the number of
directors. Any director of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the
chairman of the board or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified
in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.
Section
3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held immediately after and at the same place
as the annual meeting of stockholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the
meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the
Board of Directors. The Board of Directors may provide, by resolution, the time and place of regular meetings of the Board of Directors
without other notice than such resolution.
Section
4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chairman of the board,
the chief executive officer, the president or a majority of the directors then in office. The person or persons authorized to call special
meetings of the Board of Directors may fix the time and place of any special meeting of the Board of Directors called by them. The Board
of Directors may provide, by resolution, the time and place of special meetings of the Board of Directors without other notice than such
resolution.
Section
5. NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic
mail, facsimile transmission, courier or United States mail to each director at his or her business or residence address. Notice by
personal delivery, telephone, electronic mail or facsimile transmission shall be given at least twenty-four (24) hours prior to the
meeting. Notice by United States mail shall be given at least three (3) days prior to the meeting. Notice by courier shall be given
at least two (2) days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is
personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall
be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director.
Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to
the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be
deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier
shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted
at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless
specifically required by statute or these Bylaws.
Section
6. QUORUM. A majority of the directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors,
provided that, if less than a majority of such directors is present at such meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter or these
Bylaws, the vote of a majority or other percentage of a particular group of directors is required for action, a quorum must also include
a majority or such other percentage of such group.
The
directors present at a meeting which has been duly called and at which a quorum has been established may continue to transact business
until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required to establish a quorum.
Section
7. VOTING. The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of
the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or
these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than required to establish a quorum but the meeting is
not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action
of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter
or these Bylaws.
Section
8. ORGANIZATION. At each meeting of the Board of Directors, the chairman of the board or, in the absence of the chairman, the
vice chairman of the board, if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairman of the
board, the chief executive officer or, in the absence of the chief executive officer, the president or, in the absence of the president,
a director chosen by a majority of the directors present, shall act as chairman of the meeting. The secretary or, in his or her absence,
an assistant secretary of the Corporation, or, in the absence of the secretary and all assistant secretaries, an individual appointed
by the chairman of the meeting, shall act as secretary of the meeting.
Section
9. TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or other communications equipment
if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute
presence in person at the meeting.
Section
10. CONSENT BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors
may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each director and is
filed with the minutes of proceedings of the Board of Directors.
Section
11. VACANCIES. If for any reason any or all the directors cease to be directors, such event shall not terminate the Corporation
or affect these Bylaws or the powers of the remaining directors hereunder. Except as may be provided by the Board of Directors in setting
the terms of any class or series of preferred stock, any vacancy on the Board of Directors may be filled only by a majority of the remaining
directors, even if the remaining directors do not constitute a quorum. Any director elected to fill a vacancy shall serve for the remainder
of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies.
Section
12. COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board
of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased
by the Corporation and for any service or activity they performed or engaged in as directors. Directors may be reimbursed for expenses
of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their
expenses, if any, in connection with each property visit and any other service or activity they perform or engage in as directors;
but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving
compensation therefor.
Section
13. RELIANCE. Each director and officer of the Corporation shall, in the performance of his or her duties with respect to the
Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial
data, prepared or presented by an officer or employee of the Corporation whom the director or officer reasonably believes to be reliable
and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director or
officer reasonably believes to be within the person’s professional or expert competence, or with respect to a director, by a committee
of the Board of Directors on which the director does not serve, as to a matter within its designated authority, if the director reasonably
believes the committee to merit confidence.
Section
14. RATIFICATION. The Board of Directors or the stockholders may ratify any action or inaction by the Corporation or its officers
to the extent that the Board of Directors or the stockholders could have originally authorized the matter, and if so ratified, such action
or inaction shall have the same force and effect as if originally duly authorized, and such ratification shall be binding upon the Corporation
and its stockholders. Any action or inaction questioned in any stockholders’ derivative proceeding or any other proceeding on the
ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure,
miscomputation, the application of improper principles or practices of accounting or otherwise may be ratified, before or after judgment,
by the Board of Directors or by the stockholders, and such ratification shall constitute a bar to any claim or execution of any judgment
in respect of such questioned action or inaction.
Section
15. CERTAIN RIGHTS OF DIRECTORS. A director who is not also an officer of the Corporation shall have no responsibility to
devote his or her full time to the affairs of the Corporation. Any director or officer, in his or her personal capacity or in a
capacity as an affiliate, employee or agent of any other person, or otherwise, may have business interests and engage in business
activities similar to, in addition to or in competition with those of or relating to the Corporation.
Section
16. EMERGENCY PROVISIONS. Notwithstanding any other provision in the Charter or these Bylaws, this Section 16 shall apply
during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of
Directors under Article III of these Bylaws cannot readily be obtained (an “Emergency”). During any
Emergency, unless otherwise provided by the Board of Directors, (i) a meeting of the Board of Directors or a committee thereof may
be called by any director or officer by any means feasible under the circumstances; (ii) notice of any meeting of the Board of
Directors during such an Emergency may be given less than twenty-four (24) hours prior to the meeting to as many directors and by
such means as may be feasible at the time, including publication, television or radio; and (iii) the number of directors
necessary to constitute a quorum shall be one-third of the entire Board of Directors.
ARTICLE
IV
COMMITTEES
Section
1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members committees, composed of one (1)
or more directors, to serve at the pleasure of the Board of Directors. In the absence of any member of any such committee, the members
thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent
member.
Section
2. POWERS. The Board of Directors may delegate to committees appointed under Section 1 of this Article IV any of the powers of
the Board of Directors, except as prohibited by law. Except as may be otherwise provided by the Board of Directors, any committee may
delegate some or all of its power and authority to one or more subcommittees, composed of one or more directors, as the committee deems
appropriate in its sole and absolute discretion.
Section
3. MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors.
A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee.
The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate
a chairman of any committee, and such chairman or, in the absence of a chairman, any two (2) members of any committee (if there are at
least two (2) members of the committee) may fix the time and place of its meeting unless the Board shall otherwise provide. Each committee
shall keep minutes of its proceedings.
Section
4. TELEPHONE MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference
telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation
in a meeting by these means shall constitute presence in person at the meeting.
Section
5. CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the
Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each
member of the committee and is filed with the minutes of proceedings of such committee.
Section
6. VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership
of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any
such committee.
ARTICLE
V
OFFICERS
Section
1. GENERAL PROVISIONS. The officers of the Corporation shall include a president, a secretary and a treasurer and may include
a chairman of the board, a vice chairman of the board, a chief executive officer, one or more vice presidents, a chief operating officer,
a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directors
may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable. The officers of
the Corporation shall be elected annually by the Board of Directors, except that the chief executive officer or president may from time
to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shall serve
until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter
provided. Any two (2) or more offices, except president and vice president, may be held by the same person. Election of an officer or
agent shall not of itself create contract rights between the Corporation and such officer or agent.
Section
2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors
if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by delivering his or her resignation
to the Board of Directors, the chairman of the board, the chief executive officer, the president or the secretary. Any resignation shall
take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not
be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract
rights, if any, of the Corporation.
Section
3. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term.
Section
4. CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief executive officer. In the absence of such
designation, the chairman of the board shall be the chief executive officer of the Corporation. The chief executive officer shall
have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for
the management of the business and affairs of the Corporation. He or she may execute any deed, mortgage, bond, contract or other
instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to
some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall
perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of
Directors from time to time.
Section
5. CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall
have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.
Section
6. CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer shall
have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.
Section
7. CHAIRMAN OF THE BOARD. The Board of Directors may designate from among its members a chairman of the board, who shall not,
solely by reason of these Bylaws, be an officer of the Corporation. The Board of Directors may designate the chairman of the board as
an executive or non-executive chairman. The chairman of the board shall preside over the meetings of the Board of Directors. The chairman
of the board shall perform such other duties as may be assigned to him or her by these Bylaws or the Board of Directors.
Section
8. PRESIDENT. In the absence of a chief executive officer, the president shall in general supervise and control all of the business
and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president
shall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where
the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the
Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office
of president and such other duties as may be prescribed by the Board of Directors from time to time.
Section
9. VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the
event there be more than one (1) vice president, the vice presidents in the order designated at the time of their election or, in the
absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have
all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to
time may be assigned to such vice president by the chief executive officer, the president or the Board of Directors. The Board of Directors
may designate one (1) or more vice presidents as executive vice president, senior vice president or vice president for particular areas
of responsibility.
Section
10. SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and
committees of the Board of Directors in one (1) or more books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of
the seal of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the
secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general
perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the
Board of Directors.
Section
11. TREASURER. The treasurer shall have the custody of the funds and securities of the Corporation, shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and in general perform
such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors.
In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer
of the Corporation.
The
treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements,
and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require,
an account of all his or her transactions as treasurer and of the financial condition of the Corporation.
Section
12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform
such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president
or the Board of Directors.
Section
13. COMPENSATION. The compensation of the officers shall be fixed from time to time by or under the authority of the Board of
Directors and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director.
ARTICLE
VI
CONTRACTS,
CHECKS AND DEPOSITS
Section
1. CONTRACTS. The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any
instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement,
deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of
the Board of Directors and executed by an authorized person.
Section
2. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time
be determined by the Board of Directors.
Section
3. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit
of the Corporation as the Board of Directors, the chief executive officer, the president, the chief financial officer, or any other officer
designated by the Board of Directors may determine.
ARTICLE
VII
STOCK
Section
1. CERTIFICATES. Except as may be otherwise provided by the Board of Directors, stockholders of the Corporation are not entitled
to certificates representing the shares of stock held by them. In the event that the Corporation issues shares of stock represented by
certificates, such certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer, shall contain
the statements and information required by the MGCL and shall be signed by the officers of the Corporation in any manner permitted by
the MGCL. In the event that the Corporation issues shares of stock without certificates, to the extent then required by the MGCL, the
Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included
on stock certificates. There shall be no differences in the rights and obligations of stockholders based on whether or not their shares
are represented by certificates.
Section
2. TRANSFERS. All transfers of shares of stock shall be made on the books of the Corporation, by the holder of the shares, in
person or by his or her attorney, in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such
shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificated
shares is subject to the determination of the Board of Directors that such shares shall no longer be represented by certificates. Upon
the transfer of any uncertificated shares, the Corporation shall provide to the record holders of such shares, to the extent then required
by the MGCL, a written statement of the information required by the MGCL to be included on stock certificates.
The
Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.
Notwithstanding
the foregoing, transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of the terms
and conditions contained therein.
Section
3. REPLACEMENT CERTIFICATE. Any officer of the Corporation may direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon
the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided,
however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder
and the Board of Directors has determined that such certificates may be issued. Unless otherwise determined by an officer of the Corporation,
the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required,
as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation a bond in such sums as it may
direct as indemnity against any claim that may be made against the Corporation.
Section
4. FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment
of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper
purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not
more than ninety (90) days and, in the case of a meeting of stockholders, not less than ten (10) days, before the date on which the
meeting or particular action requiring such determination of stockholders of record is to be held or taken.
When
a record date for the determination of stockholders entitled to notice of and to vote at any meeting of stockholders has been set as
provided in this section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is
adjourned or postponed to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record
date for such meeting shall be determined as set forth herein.
Section
5. STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer
agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class
held by such stockholder.
Section
6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may authorize the Corporation to issue fractional shares of
stock or authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other
provision of the Charter or these Bylaws, the Board of Directors authorize the issuance of units consisting of different securities of
the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation,
except that the Board of Directors may provide that for a specified period securities of the Corporation issued in such unit may be transferred
on the books of the Corporation only in such unit.
ARTICLE
VIII
ACCOUNTING
YEAR
The
fiscal year of the Corporation shall end on December 31st of each calendar year, unless otherwise determined by the Board
of Directors by a duly adopted resolution.
ARTICLE
IX
DISTRIBUTIONS
Section
1. AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors,
subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, property or stock of the Corporation,
subject to the provisions of law and the Charter.
Section
2. CONTINGENCIES. Before payment of any dividends or other distributions, there may be set aside out of any assets of the
Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its
absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any
property of the Corporation or for such other purpose as the Board of Directors shall determine, and the Board of Directors may
modify or abolish any such reserve.
ARTICLE
X
INVESTMENT
POLICY
Subject
to the provisions of the Charter, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies
with respect to investments by the Corporation as it shall deem appropriate in its sole discretion.
ARTICLE
XI
SEAL
Section
1. SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the
Corporation and the year of its incorporation and the words “Incorporated Maryland.” The Board of Directors may authorize
one or more duplicate seals and provide for the custody thereof.
Section
2. AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to
meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature
of the person authorized to execute the document on behalf of the Corporation.
ARTICLE
XII
INDEMNIFICATION
AND ADVANCE OF EXPENSES
To
the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a
preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of
final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation and who is
made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity or (b) any
individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a
director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, limited liability
company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a
party to, or witness in, the proceeding by reason of his or her service in that capacity. The rights to indemnification and advance
of expenses provided by the Charter and these Bylaws shall vest immediately upon election of a director or officer. The Corporation
may, with the approval of its Board of Directors, provide such indemnification and advance for expenses to an individual who served
a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the
Corporation or a predecessor of the Corporation. The indemnification and payment or reimbursement of expenses provided in these
Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or
reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance, agreement or otherwise.
Neither
the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Charter or these Bylaws inconsistent
with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure
to act which occurred prior to such amendment, repeal or adoption.
ARTICLE
XIII
WAIVER
OF NOTICE
Whenever
any notice of a meeting is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof
in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting
need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any
meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting
to the transaction of any business on the ground that the meeting has not been lawfully called or convened.
ARTICLE
XIV
EXCLUSIVE
FORUM FOR CERTAIN LITIGATION
Unless
the Corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if
that Court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, shall be the
sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, other than actions arising
under federal securities laws, (b) any Internal Corporate Claim, as such term is defined in the MGCL, or any successor provision thereof,
including, without limitation, (i) any action asserting a claim of breach of any duty owed by any director or officer or other employee
of the Corporation to the Corporation or to the stockholders of the Corporation or (ii) any action asserting a claim against the Corporation
or any director or officer or other employee of the Corporation arising pursuant to any provision of the MGCL, the Charter or these Bylaws,
or (c) any other action asserting a claim against the Corporation or any director or officer or other employee of the Corporation that
is governed by the internal affairs doctrine. None of the foregoing actions, claims or proceedings may be brought in any court sitting
outside the State of Maryland unless the Corporation consents in writing to such court.
Unless
the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America
shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause
of action arising under the Securities Act of 1933, as amended.
ARTICLE
XV
AMENDMENT
OF BYLAWS
The
Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.
Exhibit 3.2
GLOBAL NET LEASE, INC.
ARTICLES SUPPLEMENTARY
Global Net Lease, Inc., a Maryland corporation (the
“Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Pursuant to Section 3-802(b)(3) of
the Maryland General Corporation Law (the “MGCL”), the Company, by a resolution of its Board of Directors (the “Board”)
duly adopted at a meeting duly called and held, elected to no longer be subject to Section 3-803 of the MGCL.
SECOND: The Company’s election to no
longer be subject to Section 3-803 of the MGCL has been approved by the Board in the manner and by the vote required by law.
THIRD: Under a power contained in Section
3-802(c) of the MGCL, the Company, by resolution of the Board (the “Resolution”), prohibited the Company from electing to
be subject to Section 3-803 of the MGCL as provided herein. The Resolution provides that the Company is prohibited from electing to be
subject to the provisions of 3-803 of the MGCL and that the foregoing prohibition may be repealed, in whole or in part, only if such repeal
is approved by the stockholders of the Company by the affirmative vote of at least a majority of the votes cast on the matter by stockholders
entitled to vote generally in the election of directors.
FOURTH: The election to prohibit the Company
from becoming subject to Section 3-803 of the MGCL without the stockholder approval referenced above has been approved by the Board in
the manner and by the vote required by law.
FIFTH: These Articles Supplementary shall
become effective at 9:01 a.m. ET on September 12, 2023.
SIXTH: The undersigned officer acknowledges
these Articles Supplementary to be the act of the Company and, as to all matters or facts required to be verified under oath, the undersigned
officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects
and that this statement is made under the penalties for perjury.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Company has caused these
Articles Supplementary to be executed under seal in its name and on its behalf by its Chief Executive Officer and attested by its Chief
Financial Officer on this 11th day of September, 2023.
ATTEST: | |
GLOBAL
NET LEASE, INC. |
| |
|
| |
|
/s/
Christopher Masterson | |
By: |
/s/ James Nelson |
(SEAL) |
Name: |
Christopher Masterson | |
|
Name: |
James Nelson |
|
Title: |
Chief Financial Officer | |
|
Title: |
Chief Executive Officer |
|
Exhibit 4.2
EIGHTH SUPPLEMENTAL INDENTURE AND SUBSIDIARY GUARANTEE
This Eighth Supplemental Indenture
and Subsidiary Guarantee, dated as of September 12, 2023 (this “Eighth Supplemental Indenture” or “Subsidiary
Guarantee”), among the entities listed on Schedule I hereto (collectively, the “New Guarantors”),
Osmosis Sub I, LLC, as successor in interest to The Necessity Retail REIT, Inc. f/k/a American Finance Trust, Inc. (“Sub I”)
and The Necessity Retail REIT Operating Partnership, L.P. f/k/a American Finance Operating Partnership, L.P. (“RTL OP,”
and together with Sub I and their successors and assigns, the “RTL Issuers”), U.S. Bank Trust Company, National Association,
as successor to U.S. Bank National Association, as Trustee, paying agent and registrar under the RTL Indenture (as defined below) (the
“Trustee”), and Global Net Lease, Inc. and Global Net Lease Operating Partnership, L.P. (together with their successors
and assigns, the “GNL Issuers”).
W I T N E S S E T H:
WHEREAS, the RTL Issuers,
each other then-existing Subsidiary Guarantor under the RTL Indenture referred to below (the “Subsidiary Guarantors”),
and the Trustee have heretofore executed and delivered an Indenture, dated as of October 7, 2021 (as supplemented by that certain Supplemental
Indenture and Subsidiary Guarantee, dated as of January 27, 2022, Second Supplemental Indenture and Subsidiary Guarantee, dated as of
March 31, 2022, Third Supplemental Indenture and Subsidiary Guarantee, dated as of May 20, 2022, Fourth Supplemental Indenture and Subsidiary
Guarantee, dated as of November 8, 2022, Fifth Supplemental Indenture and Subsidiary Guarantee, dated as of April 13, 2023, Sixth Supplemental
Indenture and Subsidiary Guarantee, dated as of June 7, 2023, and Seventh Supplemental Indenture and Subsidiary Guarantee, dated as of
July 7, 2023, and as may be further amended, supplemented, waived or otherwise modified, the “RTL Indenture”), providing
for the issuance of an unlimited aggregate principal amount of 4.500% Senior Notes due 2028 of the RTL Issuers (the “RTL Notes”);
WHEREAS, Section 4.15 of the
RTL Indenture provides that in certain circumstances the RTL Issuers may be required to cause certain Restricted Subsidiaries of the RTL
Issuers to execute and deliver a Guarantee with respect to the RTL Notes on the same terms and conditions as those set forth in the RTL
Indenture.
WHEREAS, Section 5.1 of the
RTL Indenture provides that the RTL Issuers may merge with or into any Person (as defined in the RTL Indenture) or permit any Person to
merge with or into them so long as, among other things, (i) the RTL Issuers are the continuing Persons or (ii) if the RTL Issuers are
not the continuing Persons, (a) such continuing Person is a corporation, limited liability company, partnership (including a limited partnership)
or trust organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and expressly
assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the RTL Issuers with respect to
the RTL Notes and under the RTL Indenture and (b) the RTL Issuers deliver to the Trustee an Officers’ Certificate and an Opinion
of Counsel, in each case stating that such merger and such supplemental indenture comply with the covenants set forth in Section 5.1 of
the RTL Indenture and that all conditions precedent provided for therein relating to such transaction have been complied with and, with
respect to the Opinion of Counsel, that the supplemental indenture constitutes a valid and binding obligation enforceable against the
Person into which the RTL Issuers are merged.
WHEREAS, the RTL Issuers are
consummating a merger with and into the GNL Issuers through Sub I in accordance with Section 5.1 of the RTL Indenture (the “Merger”),
and in connection therewith the GNL Issuers are expressly jointly assuming, by this Eighth Supplemental Indenture, all of the obligations
of the RTL Issuers with respect to the RTL Notes and under the RTL Indenture.
WHEREAS, pursuant to Section
9.1 of the RTL Indenture, the Trustee and the RTL Issuers and the additional Subsidiary Guarantors are authorized to execute and deliver
this Eighth Supplemental Indenture to amend the RTL Indenture, without the consent of any Holder, to effect the foregoing.
NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the RTL
Issuers, the Trustee and the GNL Issuers mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
ARTICLE I
Definitions
SECTION 1.1 Defined
Terms. As used in this Eighth Supplemental Indenture, capitalized terms not defined herein are defined in the RTL Indenture or in
the preamble or recitals thereto and are used herein as therein defined. The words “herein,” “hereof” and “hereby”
and other words of similar import used in this Eighth Supplemental Indenture refer to this Eighth Supplemental Indenture as a whole and
not to any particular section hereof.
ARTICLE II
Agreement to be Bound; Guarantee; Specific Limitations on Note Guarantees; Assumption of RTL Indenture
SECTION 2.1 Agreement
to be Bound. The New Guarantors hereby become party to the RTL Indenture as Subsidiary Guarantors and as such shall have all of
the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the RTL Indenture and Note
Guarantee. The New Guarantors agree to be bound by all of the provisions of the RTL Indenture applicable to a Subsidiary Guarantor
and to perform all of the obligations and agreements of a Subsidiary Guarantor under the RTL Indenture, subject to the release
provisions and other limitations set forth in the RTL Indenture or as may be set forth herein.
SECTION 2.2 Specific
Limitations on Note Guarantees
(a) Specific Limitations of
Note Guarantees of the Italian Guarantors (as defined below).
(1) Notwithstanding anything to the contrary
contained in the RTL Indenture or herein, the liabilities of any Subsidiary Guarantor incorporated under the laws of the Republic of Italy
(each an “Italian Guarantor”) under its Note Guarantee shall not exceed, at any time, the lower of:
(i) the debt exposure
of that Italian Guarantor under all inter-company loans or other financial support in any form (including without limitation equity or
quasi-equity contributions or subscriptions) advanced (or granted) to such Italian Guarantor by the RTL Issuers or any other member of
the group of the RTL Issuers and that Italian Guarantor on the date on which its Note Guarantee is called, provided that, where such debt
exposure has arisen under cash pooling arrangements, such exposure shall be calculated net of the amounts which have been lent by that
Italian Guarantor to the cash pooler in the relevant period; or
(ii) an amount equal
to ninety percent (90%) of the net worth (“Patrimonio Netto” as defined in section 2424 of the Italian Civil Code)
of that Italian Guarantor resulting from time to time from its latest annual financial statements duly approved by its shareholder or
quotaholders (as appropriate) or, if earlier, from any interim financial statement (“situazione patrimoniale”) approved
by its board of directors or sole director, as the case may be.
(2) For the purposes of article 1938 of
the Italian Civil Code, in any event and without prejudice to paragraph (a) above, the maximum amount that Italian Guarantor may be required
to pay in respect of its obligations as Subsidiary Guarantor under its Note Guarantee shall not exceed $750,000,000.
(3) The Italian Guarantors shall not pay
any amount, which exceeds the maximum rate permitted by Italian law 7 March, 1996 No. 108 (“Disposizioni in materia di usura”)
as amended and/or implemented from time to time, and related implementing regulations, it being understood that in such a case the amount
owed to any present or future Holder of the RTL Notes or other creditors of the RTL Issuers under the RTL Notes or the RTL Indenture for
interest (including default interest) payable by an RTL Issuer or any of the Subsidiary Guarantors under any such document along with
any fee or cost or other payments shall be equal, for the shortest possible period, to that amount calculated at the maximum rate permitted
to be payable under the above mentioned law provisions and related implementing regulations.
(4) For the avoidance of doubt, any payment
made by an Italian Guarantor under any guaranty issued in connection with the Credit Agreement or any other debt or financing agreement
for the benefit of the RTL Issuers or any other Subsidiary Guarantor shall automatically reduce pro tanto the amount payable by that Italian
Guarantor (or recoverable by each Guaranteed Party) under its Note Guarantee.
(5) Italian Principles of Construction.
Without prejudice to the generality of any provision of the Note Guarantees, the RTL Notes or the RTL Indenture which relates to an Italian
Guarantor:
(i) a “liquidation”,
“winding-up”, “administration” or “dissolution” includes, without limitation, any scioglimento,
liquidazione and any other proceedings or legal concepts similar to the foregoing;
(ii) an “insolvency”
or “bankruptcy” and “insolvency proceeding” includes, without limitation, any procedura concorsuale (including,
amongst others, composizione negoziata, concordato con riserva, concordato preventivo, concordato semplificato),
any accordo per la soluzione della crisi con i creditori (including, amongst others, any concordato nella liquidazione giudiziale),
any debt restructuring proceedings pursuant to articles 23 and 56 of the Italian Legislative Decree no. 14 of 12 January 2019, as amended
and supplemented from time to time (the “Italian Business Crisis and Insolvency Code”)
or pursuant to articles 62, 23, 57, 60, 61, and 64-bis of the Italian Business Crisis and Insolvency Code, any liquidazione
coatta amministrativa, any amministrazione straordinaria and any other proceedings or legal concepts similar to the foregoing,
including any equivalent proceeding provided by the Italian Business Crisis and Insolvency Code;
(iii) a “liquidator”,
“trustee in bankruptcy”, “judicial custodian”, “compulsory manager”, “examiner”, “receiver”,
“administrative receiver”, “administrator” or “insolvency administrator” or the like includes, without
limitation, a curatore, commissario giudiziale, commissario straordinario, commissario, liquidatore, esperto nella composizione
negoziata and any other person performing the same function of each of the foregoing;
(iv) a “step”
or “procedure” taken in connection with insolvency proceedings in respect of any person includes such person formally making
a proposal to assign its assets pursuant to article 1977 of the Italian Civil Code (cessione dei beni ai creditori) or applying
for the appointment of an esperto nella composizione negoziata pursuant to article 17 of the Italian Business Crisis and Insolvency
Code filing a petition or a pre-petition (domanda prenotativa) for a concordato preventivo pursuant to article 44 of the
Italian Business Crisis and Insolvency Code or entering into restructuring arrangements (accordi di ristrutturazione) pursuant
to article 57 of the Italian Business Crisis and Insolvency Code or entering into any arrangement pursuant to article 165 ff. of the Italian
Business Crisis and Insolvency Code and any equivalent proceeding provided by the Italian Business Crisis and Insolvency Code;
(v) an “attachment”
includes a pignoramento;
(vi) “an obligation
being due” includes, without limitation, any credito liquido ed esigibile and credito scaduto;
(vii) a “security”
or “lien” includes, without limitation, any pegno, ipoteca, privilegio (including the privilegio speciale created
pursuant to article 46 of the Italian Banking Law, as amended from time to time), cessione in garanzia, a finanziamento alle
imprese garantito da trasferimento di bene immobile sospensivamente condizionato, and any other diritto reale di garanzia or
other transactions having the same effect as each of the foregoing;
(viii) “gross
negligence” includes “colpa grave”;
(ix) “wilful
misconduct” includes “dolo”; and
(x) any reference
to “set-off” includes, without limitation, for the purposes of Italian law, legal set-off.
(b) Specific Limitations of Note Guarantees
of the Luxembourg Guarantors (as defined below).
(1) Without prejudice to the Guaranty
under the Loan Documents (as defined in the Credit Agreement) and notwithstanding anything to the contrary contained in the RTL Indenture
or herein or any related document, the obligations of each Subsidiary Guarantor incorporated in the Grand Duchy of Luxembourg (a “Luxembourg
Guarantor”) under this Note Guarantee shall at no time, in the aggregate, exceed an amount equal to the greater of:
(i) 95% of such Luxembourg
Guarantor’s capitaux propres (as referred to in Annex I to the Grand-Ducal regulation dated 18 December 2015 defining the
form and content of the presentation of the balance sheet and profit and loss account, and enforcing the Luxembourg Law dated 19 December
2002 concerning the trade and companies register and the accounting and annual accounts of undertakings (the “Regulation”))
determined as of the date on which a demand is made under this Note Guarantee, increased by the amount of any Intra-Group Liabilities
(as defined below) and other subordinated debt (dettes subordonnées) (without duplication); and
(ii) 95% of such Luxembourg
Guarantor’s capitaux propres (as referred to in the Regulation) determined as at the date of this Note Guarantee, increased
by the amount of any Intra-Group Liabilities and other subordinated debt (dettes subordonnées) (without duplication).
(2) For the purposes of this paragraph
(b) of Section 2.2, “Intra-Group Liabilities” shall mean any amounts owed by such Luxembourg Guarantor to any other member
of the group of companies to which it belongs and that have not been financed (directly or indirectly) by the proceeds from the issuance
and sale of the RTL Notes. In addition, the above limitation shall not apply to any amounts borrowed directly or indirectly by or made
available by whatever means to such Luxembourg Guarantor or any of its direct or indirect Subsidiaries from the proceeds of the issuance
and sale of the RTL Notes (including for the avoidance of doubt any proceeds on-lent to such Luxembourg Guarantor or any of its direct
or indirect Subsidiaries (in any form whatsoever)).
(3) The obligations and liabilities of
any Luxembourg Guarantor under this Note Guarantee will not extend to include any obligation which, if incurred, would constitute a misuse
of corporate assets (abus de biens sociaux) as defined at article 1500-11 of the Luxembourg law of 10 August 1915 on commercial
companies, as amended from time to time.
(4) Luxembourg Principles of Construction.
Without prejudice to the generality of any provision of the Note Guarantees, the RTL Notes or the RTL Indenture which relates to a Luxembourg
Guarantor:
| (i) | a “liquidation”, “winding-up”, “administration”
or “dissolution” includes, without limitation, (faillite), insolvency, voluntary dissolution or liquidation (dissolution
ou liquidation volontaire), administrative dissolution without liquidation (dissolution administrative sans liquidation), court
ordered liquidation (liquidation judiciaire) or reorganization, composition with creditors (concordat préventif de la
faillite), moratorium or reprieve from payment (sursis de paiement), controlled management (gestion contrôlée),
general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally; |
| (ii) | a “liquidator”, “trustee in bankruptcy”, “judicial
custodian”, “compulsory manager”, “examiner”, “receiver”, “administrative receiver”,
“administrator” or “insolvency administrator” or the like includes, without limitation, a: |
| (a) | juge-commissaire or insolvency receiver (curateur) appointed under the Luxembourg commercial
code; |
| (b) | liquidateur appointed under Articles 1100-1 to 1100-15 (inclusive) of the Luxembourg act dated
10 August 1915 on commercial companies, as amended (the “Luxembourg Companies' Act”); |
| (c) | liquidateur appointed under Article 1200-1 of the Luxembourg Companies' Act; |
| (d) | commissaire appointed under the Grand-Ducal decree of 24 May 1935 on the controlled management
regime or under Articles 593 to 614 (inclusive) of the Luxembourg commercial code; and |
| (e) | juge délégué appointed under the Luxembourg act of 14 April 1886 on the composition
with creditors to avoid bankruptcy, as amended; |
| (iii) | “an obligation being due” includes, without limitation,
without limitation, any exigible, certaine and liquide obligation; |
| (iv) | a director, officer or manager includes a gérant or an
administrateur and a board of directors or board of managers includes a conseil d'administration or a collège
de gérance; |
| (v) | a “security” or “lien” includes, without limitation,
any hypothèque, nantissement, gage, privilège, sûreté réelle, droit
de rétention, and any type of security in rem (sûreté réelle) or agreement or arrangement having
a similar effect and any transfer of title by way of security; |
| (vi) | person being "unable to pay its debts" includes that person
being in a state of cessation of payments (cessation de paiements); |
| (vii) | an "agent" includes, without limitation, a "mandataire";
and |
| (viii) | "by-laws" or "constitutional documents" includes
its up-to-date (restated) articles of association (statuts coordonnés). |
(c) Specific Limitations of Note Guarantees
of the Guernsey Subsidiary Guarantors (as defined below).
(1) Notwithstanding anything to the contrary
contained in the RTL Indenture or herein, the liabilities of any Subsidiary Guarantor incorporated under the laws of the Island of Guernsey
(each a “Guernsey Subsidiary Guarantor”) under its Note Guarantee shall not render the Guernsey Subsidiary Guarantor
unable to satisfy the solvency test for the purposes of the Companies (Guernsey) Law 2008 (the “Guernsey Companies Law”)
nor exceed, at any time, the value of its assets nor render the Guernsey Subsidiary Guarantor unable to pay its debts as they become due
or generally nor constitute a preference, all for the purposes of the Guernsey Companies Law;
(2) For the avoidance of doubt, any payment
made by a Guernsey Subsidiary Guarantor under any guaranty issued in connection with the Credit Agreement or any other debt or financing
agreement for the benefit of the RTL Issuers or any other Subsidiary Guarantor shall automatically reduce pro tanto the amount
payable by that Guernsey Subsidiary Guarantor (or recoverable by each Guaranteed Party) under its Note Guarantee.
(d) Specific Limitations of
Note Guarantees of the French Guarantors (as defined below).
(1) Notwithstanding
anything to the contrary contained in the RTL Indenture or herein or any related document,
the obligations and liabilities of any Subsidiary Guarantor incorporated under the laws of the Republic of France (each a “French
Guarantor”) under this Subsidiary Guarantee shall be limited, to an amount equal
to the aggregate of all amounts directly or indirectly borrowed under the RTL Notes to the extent directly or indirectly on-lent to such
French Guarantor or any of its direct or indirect Subsidiaries under intercompany loan agreements or promissory notes. Notwithstanding
the foregoing, the obligations and liabilities of any French Guarantor under this Subsidiary Guarantee
for the obligations under the RTL Notes of any other French Guarantor which is its Subsidiary shall not be limited and shall therefore
cover all amounts due by such Subsidiary acting as a French Guarantor.
(2) Notwithstanding anything to the contrary
contained in the RTL Indenture or herein, the obligations and liabilities of each French Guarantor under this Subsidiary Guarantee or
the RTL Indenture shall at no time, in the aggregate, exceed an amount equal to the greater of:
(i) 95%
of such French Guarantor’s capitaux propres (as referred to in regulation 2018-06 of the French accounting norms authority
(Autorité des Normes Comptables) dated 5 December 2018 (the “Regulation”)) determined as of the date on which
a demand is made under this Subsidiary Guarantee, increased by the amount of any Intra-Group Liabilities (as defined below) and other
subordinated debt (dettes subordonnées) (without duplication); and
(ii) 95%
of such French Guarantor’s capitaux propres (as referred to in the Regulation) determined as of the date of this Subsidiary
Guarantee, increased by the amount of any Intra-Group Liabilities and other subordinated debt (dettes subordonnées) (without
duplication).
(3) For the
purposes of this paragraph (d) of Section 2.2, “Intra-Group Liabilities” shall mean any amounts owed by such French
Guarantor to any other member of the group of companies to which it belongs and that have not been financed (directly or indirectly)
by a borrowing under the RTL Notes. In addition, the above limitation shall not apply to (i) any amounts borrowed directly or
indirectly by or made available by whatever means to such French Guarantor or any of its direct or indirect Subsidiaries under the
RTL Notes and (ii) any amounts borrowed under the RTL Notes and on-lent to such French Guarantor or any of its direct or indirect
Subsidiaries (in any form whatsoever).
(4)
The obligations and liabilities of any French Guarantor under this Subsidiary Guarantee
or any of the other related documents will not extend to include any obligation which, if incurred, would constitute a misuse of
corporate assets (abus de biens sociaux) as defined at article L. 241.3 of the French Code de Commerce, as amended from time
to time or any other law or regulation having the same effect, as interpreted by French courts (in particular would not constitute
an abus de confiance as defined under article 314-1 of the French Criminal Code).
SECTION 2.3 Assumption
of Obligations With Respect to the RTL Notes and Under the RTL Indenture. The GNL Issuers hereby expressly jointly assume, by this
Eighth Supplemental Indenture, all of the obligations of the RTL Issuers with respect to the RTL Notes and under the RTL Indenture.
ARTICLE III
Miscellaneous
SECTION 3.1 Governing
Law. This Eighth Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New
York.
SECTION 3.2 Severability
Clause. In case any provision in this Eighth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision
shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
SECTION 3.3 Ratification
of RTL Indenture; Eighth Supplemental Indenture Part of RTL Indenture; No Liability of Trustee. Except as expressly amended
hereby, the RTL Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall
remain in full force and effect. This Eighth Supplemental Indenture shall form a part of the RTL Indenture for all purposes, and
every Holder of an RTL Note heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no
representation or warranty as to the validity or sufficiency of this Eighth Supplemental Indenture or the Subsidiary Guarantee of
the New Guarantors. Additionally, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the
recitals or statements contained herein, all of which recitals or statements are made solely by the RTL Issuers, the New Guarantors
and the Subsidiary Guarantors, and the Trustee makes no representation with respect to any such matters.
SECTION 3.4 Counterparts.
This Eighth Supplemental Indenture may be executed in two or more counterparts, which when so executed shall constitute one and the
same agreement. The exchange of copies of this Eighth Supplemental Indenture and of signature pages by facsimile or PDF transmission
shall constitute effective execution and delivery of this Eighth Supplemental Indenture as to the parties hereto and may be used in
lieu of the original Eighth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or
PDF shall be deemed to be their original signatures for all purposes.
SECTION 3.5 Headings.
The headings of the Articles and the sections in this Eighth Supplemental Indenture are for convenience of reference only and shall
not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
[Signatures on following page]
IN WITNESS WHEREOF, the parties
hereto have caused this Eighth Supplemental Indenture to be duly executed as of the date first above written.
|
OSMOSIS SUB I, LLC, |
|
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By: Global Net Lease, Inc., its sole member |
|
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By: |
/s/ Christopher J. Masterson |
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Name: |
Christopher J. Masterson |
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Title: |
Chief Financial Officer |
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THE NECESSITY RETAIL REIT OPERATING PARTNERSHIP, L.P. |
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By: GNL Retail GP, LLC, its general partner |
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By: Global Net Lease Operating Partnership, L.P., its sole member |
|
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By: Global Net Lease Inc., its general partner |
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|
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By: |
/s/ Christopher J. Masterson |
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Name: |
Christopher J. Masterson |
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Title: |
Chief Financial Officer |
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GNL RETAIL GP, LLC, |
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as a Guarantor |
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By: Global Net Lease Operating Partnership, L.P., its sole member |
|
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By: Global Net Lease Inc., its general partner |
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By: |
/s/ Christopher J. Masterson |
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Name: |
Christopher J. Masterson |
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Title: |
Chief Financial Officer |
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[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARC GSFRNTN001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC TFDPTIA001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC NOWILND001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC GSDVRDE001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC GSGTNPA001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARC GSMSSTX001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC GSDALTX001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC NOPLNTX001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC DRINDIN001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC VALWDCO001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARC GBLMESA001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC FEAMOTX001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC FECPEMA001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC WNBRNMO001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC VCLIVMI001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARC CTFTMSC001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC TFKMZMI001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC SWWSVOH001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC WMWSLNC001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC SANPLFL001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARC FEWNAMN001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC DG40PCK001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC FEWTRNY001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC KUSTHMI001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC FELEXKY001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth
Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARC GECINOH001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC DNDUBOH001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC OGHDGMD001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC FSMCHIL001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC FEBILMA001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth
Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARC AMWCHKS001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC FESALUT001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC CGJNSMI001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC CGFRSMI001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC FEPIESD001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARC GSFFDME001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC GSRNGME001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC GSRPCSD001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC TRLIVMI001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC FEHBRKY001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARC CGMARSC001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC CGLGNIN001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC JTCHATN001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC JTCHATN002, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC HLHSNTX001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARC FEMANMN001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC GSRTNNM001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG CBSKSMO001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC ODVLONET001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG VAGNVFL001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARG LSWYGMI001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG LSCHIIL001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG LSCHIIL002, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG LSCHIIL003, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG CSBLVMI001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| RG CSHMDIN001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG CSLIVMI001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG CSTWBOH001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG CSWYGMI001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG FCSTHMI001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARG DPSPNIA001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC FEGBRNC001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG NIGTNMA001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG LKCLLAL001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG GASTNMI001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARG WGPTBPA001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG VFKCYKS001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG SNCSPCO001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG CFSRSLB001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG CFSRSLB002, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth
Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARG VSSRACA001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG VSSRACA002, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARC WHAMSNE001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG FRAHLMI001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG PSBRDFL001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARG PSLKCLA001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG PSGRLTX001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG PSELPTX001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG PSHCKNC001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG PSIRVTX001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth
Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARG PSPRAIL001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG PSMSNTX001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG PSMRDMS001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG NIFLNNH001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG MT2PKSLB002, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth
Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARG VSSRACA003, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG CSSTLMO001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG FEBTHNB001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG FELWDNB001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG FEMTNNB001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth
Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARG KLSLBNC001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG PSDANVA001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG PSDEMIA001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG PSERIPA001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG PSYNSOH001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARG PSDAYOH001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG PSLASNV001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG NIFLNNH002, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG STELDCA001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG STWINCT001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARG STKNCMO001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG STFALNY001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG KLSLBNC002, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG WPOTWOH001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG WPCLDOH001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
| ARG WPCLDOH002, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG WPMRNOH001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG WPFNDOH001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG WPCLVTN001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
| ARG ZFFINOH001, LLC, |
| as a Guarantor |
| | |
|
| | |
|
| By: | /s/ Michael Anderson |
| | Name: |
Michael
Anderson |
| | Title: |
Authorized
Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARG FCDETMI001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG SBPSLTX001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG NIAMHNH001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG WMBVLAR001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG PPSPPTX001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature Page to Eighth
Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
RG PPSHLTX001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG THDEXMI001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG THAARMI001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG THMISIN001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG PRBRIMI001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature Page to Eighth
Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARG PRBRIMI002, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG PRBRIMI003, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG PF4PCAN001 US, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG PFB4PCK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG NXHSNTX001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARC ACHNETH001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG EMSPHIL001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC TKMANUK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG NIGETMA001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG BOOT8UK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature Page to Eighth
Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARG BOOT8UK002, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG BOOT8UK003, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG BOOT8UK004, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG BOOT8UK005, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG BOOT8UK006, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARG BOOT8UK007, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG BOOT8UK008, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC RMNUSGER01, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC OBMYNGER01, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC REXREGER01, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
METHAGER01, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC HPDFS HOLDCO, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC MCCARUK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC WKBPLUK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC EEMTRUK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature Page to Eighth
Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARC TWSWDUK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC WKSOTUK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC NRSLDUK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC WKMCRUK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC PFBFDUK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARC CCLTRUK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC ALSFDUK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC DFSMCUK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC AMWORUK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC MEROXUK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature Page to Eighth Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARC BKSCOUK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC SLKRFCP001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC FUMANUK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC CABIRUK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC IAREDUK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature Page to Eighth
Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARC HPNEWUK001, LLC, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG PF4PCAN001, ULC, |
|
an Alberta unlimited liability
corporation, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Director |
|
|
|
ARG WPFBRIT001 S.R.L., an Italian società a responsabilità
limitata, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Manager |
|
|
|
ARC GLOBAL II S.À R.L., a Luxembourg private limited
liability company (société à responsabilité limitée), having its registered office at 17, Boulevard
F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies
(Registre de commerce et des Sociétés) under number B 196327, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ James Nelson |
|
|
Name: |
James Nelson |
|
|
Title: |
Class A Manager |
[Signature Page to Eighth
Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARC GLOBAL II (MIDCO) S.À R.L., a Luxembourg private
limited liability company (société à responsabilité limitée), having its registered office at
17, Boulevard F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce
and Companies (Registre de commerce et des Sociétés) under number B 201048, |
|
as a Guarantor |
|
|
|
By: |
/s/ James Nelson |
|
|
Name: |
James Nelson |
|
|
Title: |
Class A Manager |
|
|
|
ARC GLOBAL II (FRANCE) HOLDINGS S.À R.L., a Luxembourg
private limited liability company (société à responsabilité limitée), having its registered office
at 17, Boulevard F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce
and Companies (Registre de commerce et des Sociétés) under number B 190960, |
|
as a Guarantor |
|
|
|
By: |
/s/ James Nelson |
|
|
Name: |
James Nelson |
|
|
Title: |
Class A Manager |
|
|
|
|
|
TYCO MANCHESTER S.À R.L. (formerly known as Crown
Portfolio S.à r.l.), a Luxembourg private limited liability company (société à responsabilité
limitée), having its registered office at 17, Boulevard F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered
with the Luxembourg Register of Commerce and Companies (Registre de commerce et des Sociétés) under number B 199533, |
|
as a Guarantor |
|
|
|
By: |
/s/ James Nelson |
|
|
Name: |
James Nelson |
|
|
Title: |
Class A Manager |
[Signature Page to Eighth
Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARC GLOBAL II (MADRID) S.À R.L., a Luxembourg private
limited liability company (société à responsabilité limitée), having its registered office at
17, Boulevard F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce
and Companies (Registre de commerce et des Sociétés) under number B 247015, |
|
as a Guarantor |
|
|
|
By: |
/s/ James Nelson |
|
|
Name: |
James Nelson |
|
|
Title: |
Class A Manager |
|
|
|
ARC GLOBAL II (GERMANY) HOLDINGS S.À R.L., a Luxembourg private
limited liability company (société à responsabilité limitée), having its registered office at
17, Boulevard F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce
and Companies (Registre de commerce et des Sociétés) under number B 197918, |
|
as a Guarantor |
|
|
|
By: |
/s/ James Nelson |
|
|
Name: |
James Nelson |
|
|
Title: |
Class A Manager |
|
|
|
ARC GLOBAL II WEILBACH S.À R.L., a Luxembourg private limited
liability company (société à responsabilité limitée), having its registered office at 17, Boulevard
F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies
(Registre de commerce et des Sociétés) under number B 199391, |
|
as a Guarantor |
|
|
|
By: |
/s/ James Nelson |
|
|
Name: |
James Nelson |
|
|
Title: |
Class A Manager |
[Signature Page to Eighth
Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARC GLOBAL II (UK) HOLDINGS S.À R.L., a Luxembourg
private limited liability company (société à responsabilité limitée), having its registered office
at 17, Boulevard F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce
and Companies (Registre de commerce et des Sociétés) under number B 197949, |
|
as a Guarantor |
|
|
|
By: |
/s/ James Nelson |
|
|
Name: |
James Nelson |
|
|
Title: |
Class A Manager |
|
|
|
ARC GLOBAL II FOSTER WHEELER S.À R.L., a Luxembourg private limited
liability company (société à responsabilité limitée), having its registered office at 17, Boulevard
F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies
(Registre de commerce et des Sociétés) under number B 206523, |
|
as a Guarantor |
|
|
|
By: |
/s/ James Nelson |
|
|
Name: |
James Nelson |
|
|
Title: |
Class A Manager |
|
|
|
ARC GLOBAL II NCR S.À R.L., a Luxembourg private limited liability
company (société à responsabilité limitée), having its registered office at 17, Boulevard F.W
Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre
de commerce et des Sociétés) under number B 204834, |
|
as a Guarantor |
|
|
|
By: |
/s/ James Nelson |
|
|
Name: |
James Nelson |
|
|
Title: |
Class A Manager |
[Signature Page to Eighth
Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
HC GLASGOW S.À R.L., a Luxembourg private limited
liability company (société à responsabilité limitée), having its registered office at 17, Boulevard
F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies
(Registre de commerce et des Sociétés) under number B 199341, |
|
as a Guarantor |
|
|
|
By: |
/s/ James Nelson |
|
|
Name: |
James Nelson |
|
|
Title: |
Class A Manager |
|
|
|
ARC GLOBAL II EUROPE HOLDING S.À R.L., a Luxembourg private limited
liability company (société à responsabilité limitée), having its registered office at 17, Boulevard
F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies
(Registre de commerce et des Sociétés) under number B 278689, |
|
as a Guarantor |
|
|
|
By: |
/s/ James Nelson |
|
|
Name: |
James Nelson |
|
|
Title: |
Class A Manager |
|
|
|
ARC GLOBAL II (HOLDING), a French société civile immobilière, |
|
as a Guarantor |
|
|
|
By: |
/s/ Jacquelyn Shimmin |
|
|
Name: |
Jacquelyn Shimmin |
|
|
Title: |
Manager (Gérant) |
|
|
|
ARC GLOBAL II BORDEAUX, a French société civile immobilière, |
|
as a Guarantor |
|
|
|
By: |
/s/ Jacquelyn Shimmin |
|
|
Name: |
Jacquelyn Shimmin |
|
|
Title: |
Manager (Gérant) |
[Signature Page to Eighth
Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARC GLOBAL II MARSEILLE, a French société civile immobilière, |
|
as a Guarantor |
|
|
|
By: |
/s/ Jacquelyn Shimmin |
|
|
Name: |
Jacquelyn Shimmin |
|
|
Title: |
Manager (Gérant) |
|
|
|
ARC GLOBAL II AMIENS, a French société civile immobilière, |
|
as a Guarantor |
|
|
|
By: |
/s/ Jacquelyn Shimmin |
|
|
Name: |
Jacquelyn Shimmin |
|
|
Title: |
Manager (Gérant) |
|
|
|
ARC GLOBAL II BLOIS, a French société civile immobilière, |
|
as a Guarantor |
|
|
|
By: |
/s/ Jacquelyn Shimmin |
|
|
Name: |
Jacquelyn Shimmin |
|
|
Title: |
Manager (Gérant) |
|
|
|
ARC GLOBAL II STRASBOURG, a French société civile immobilière, |
|
as a Guarantor |
|
|
|
By: |
/s/ Jacquelyn Shimmin |
|
|
Name: |
Jacquelyn Shimmin |
|
|
Title: |
Manager (Gérant) |
|
|
|
ARC GLOBAL II BREST, a French société civile immobilière, |
|
as a Guarantor |
|
|
|
By: |
/s/ Jacquelyn Shimmin |
|
|
Name: |
Jacquelyn Shimmin |
|
|
Title: |
Manager (Gérant) |
[Signature Page to Eighth
Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARC GLOBAL (GUERNSEY) HOLDINGS LIMITED, a Guernsey company, |
|
as a Guarantor |
|
|
|
|
|
By: |
/s/ Gavin Farrell |
|
|
Name: |
Gavin Farrell |
|
|
Title: |
Director |
|
|
|
LPE LIMITED, a Guernsey company, |
|
as a Guarantor |
|
|
|
By: |
/s/ Gavin Farrell |
|
|
Name: |
Gavin Farrell |
|
|
Title: |
Director |
|
|
|
GLOBAL NET LEASE, INC. |
|
|
|
|
|
By: |
/s/ Christopher J. Masterson |
|
|
Name: |
Christopher J. Masterson |
|
|
Title: |
Chief Financial Officer |
|
|
|
GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. |
|
|
|
By: |
Global Net Lease, Inc., its general partner |
|
|
|
|
|
By: |
/s/ Christopher J. Masterson |
|
|
Name: |
Christopher J. Masterson |
|
|
Title: |
Chief Financial Officer |
|
|
[Signature Page to Eighth
Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as successor to U.S. BANK NATIONAL ASSOCIATION, |
|
as Trustee |
|
|
|
|
|
By: |
/s/ Christopher J. Grell |
|
|
Name: |
Christopher J. Grell |
|
|
Title: |
Vice President |
[Signature Page to Eighth
Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
Schedule I
ARC GSFRNTN001, LLC |
ARC TFDPTIA001, LLC |
ARC NOWILND001, LLC |
ARC GSDVRDE001, LLC |
ARC GSGTNPA001, LLC |
ARC GSMSSTX001, LLC |
ARC GSDALTX001, LLC |
ARC NOPLNTX001, LLC |
ARC DRINDIN001, LLC |
ARC VALWDCO001, LLC |
ARC GBLMESA001, LLC |
ARC FEAMOTX001, LLC |
ARC FECPEMA001, LLC |
ARC WNBRNMO001, LLC |
ARC VCLIVMI001, LLC |
ARC CTFTMSC001, LLC |
ARC TFKMZMI001, LLC |
ARC SWWSVOH001, LLC |
ARC WMWSLNC001, LLC |
ARC SANPLFL001, LLC |
ARC FEWNAMN001, LLC |
ARC DG40PCK001, LLC |
ARC FEWTRNY001, LLC |
ARC KUSTHMI001, LLC |
ARC FELEXKY001, LLC |
ARC GECINOH001, LLC |
ARC DNDUBOH001, LLC |
ARC OGHDGMD001, LLC |
ARC FSMCHIL001, LLC |
ARC FEBILMA001, LLC |
ARC AMWCHKS001, LLC |
ARC FESALUT001, LLC |
ARC CGJNSMI001, LLC |
ARC CGFRSMI001, LLC |
ARC FEPIESD001, LLC |
ARC GSFFDME001, LLC |
ARC GSRNGME001, LLC |
ARC GSRPCSD001, LLC |
ARC TRLIVMI001, LLC |
ARC FEHBRKY001, LLC |
ARC CGMARSC001, LLC |
ARC CGLGNIN001, LLC |
ARC JTCHATN001, LLC |
ARC JTCHATN002, LLC |
ARC HLHSNTX001, LLC |
ARC FEMANMN001, LLC |
ARC GSRTNNM001, LLC |
ARG CBSKSMO001, LLC |
ARC ODVLONET001, LLC |
ARG VAGNVFL001, LLC |
ARG LSWYGMI001, LLC |
ARG LSCHIIL001, LLC |
ARG LSCHIIL002, LLC |
ARG LSCHIIL003, LLC |
ARG CSBLVMI001, LLC |
ARG CSHMDIN001, LLC |
ARG CSLIVMI001, LLC |
ARG CSTWBOH001, LLC |
ARG CSWYGMI001, LLC |
ARG FCSTHMI001, LLC |
ARG DPSPNIA001, LLC |
ARC FEGBRNC001, LLC |
ARG NIGTNMA001, LLC |
ARG LKCLLAL001, LLC |
ARG GASTNMI001, LLC |
ARG WGPTBPA001, LLC |
ARG VFKCYKS001, LLC |
ARG SNCSPCO001, LLC |
ARG CFSRSLB001, LLC |
ARG CFSRSLB002, LLC |
ARG VSSRACA001, LLC |
ARG VSSRACA002, LLC |
ARC WHAMSNE001, LLC |
ARG FRAHLMI001, LLC |
ARG PSBRDFL001, LLC |
ARG PSLKCLA001, LLC |
ARG PSGRLTX001, LLC |
ARG PSELPTX001, LLC |
ARG PSHCKNC001, LLC |
ARG PSIRVTX001, LLC |
ARG PSPRAIL001, LLC |
ARG PSMSNTX001, LLC |
ARG PSMRDMS001, LLC |
ARG NIFLNNH001, LLC |
ARG MT2PKSLB002, LLC |
ARG VSSRACA003, LLC |
ARG CSSTLMO001, LLC |
ARG FEBTHNB001, LLC |
ARG FELWDNB001, LLC |
ARG FEMTNNB001, LLC |
ARG KLSLBNC001, LLC |
ARG PSDANVA001, LLC |
ARG PSDEMIA001, LLC |
ARG PSERIPA001, LLC |
ARG PSYNSOH001, LLC |
ARG PSDAYOH001, LLC |
ARG PSLASNV001, LLC |
ARG NIFLNNH002, LLC |
ARG STELDCA001, LLC |
ARG STWINCT001, LLC |
ARG STKNCMO001, LLC |
ARG STFALNY001, LLC |
ARG KLSLBNC002, LLC |
ARG WPOTWOH001, LLC |
ARG WPCLDOH001, LLC |
ARG WPCLDOH002, LLC |
ARG WPMRNOH001, LLC |
ARG WPFNDOH001, LLC |
ARG WPCLVTN001, LLC |
ARG ZFFINOH001, LLC |
ARG FCDETMI001, LLC |
ARG SBPSLTX001, LLC |
ARG NIAMHNH001, LLC |
ARG WMBVLAR001, LLC |
ARG PPSPPTX001, LLC |
ARG PPSHLTX001, LLC |
ARG THDEXMI001, LLC |
ARG THAARMI001, LLC |
ARG THMISIN001, LLC |
ARG PRBRIMI001, LLC |
ARG PRBRIMI002, LLC |
ARG PRBRIMI003, LLC |
ARG PF4PCAN001 US, LLC |
ARG PFB4PCK001, LLC |
ARG NXHSNTX001, LLC |
ARC ACHNETH001, LLC |
ARG EMSPHIL001, LLC |
ARC TKMANUK001, LLC |
ARG NIGETMA001, LLC |
ARG BOOT8UK001, LLC |
ARG BOOT8UK002, LLC |
ARG BOOT8UK003, LLC |
ARG BOOT8UK004, LLC |
ARG BOOT8UK005, LLC |
ARG BOOT8UK006, LLC |
ARG BOOT8UK007, LLC |
ARG BOOT8UK008, LLC |
ARC RMNUSGER01, LLC |
ARC OBMYNGER01, LLC |
ARC REXREGER01, LLC |
METHAGER01, LLC |
ARC HPDFS HOLDCO, LLC |
ARC MCCARUK001, LLC |
ARC WKBPLUK001, LLC |
ARC EEMTRUK001, LLC |
ARC TWSWDUK001, LLC |
ARC WKSOTUK001, LLC |
ARC NRSLDUK001, LLC |
ARC WKMCRUK001, LLC |
ARC PFBFDUK001, LLC |
ARC CCLTRUK001, LLC |
ARC ALSFDUK001, LLC |
ARC DFSMCUK001, LLC |
ARC AMWORUK001, LLC |
ARC MEROXUK001, LLC |
ARC BKSCOUK001, LLC |
ARC SLKRFCP001, LLC |
ARC FUMANUK001, LLC |
ARC CABIRUK001, LLC |
ARC IAREDUK001, LLC |
ARC HPNEWUK001, LLC |
ARG PF4PCAN001, ULC |
ARC GLOBAL II S.À R.L. |
ARC GLOBAL II (MIDCO) S.À R.L. |
ARC GLOBAL II (FRANCE) HOLDINGS S.À R.L. |
TYCO MANCHESTER S.À R.L. (formerly known as Crown Portfolio S.à r.l.) |
ARC GLOBAL II (MADRID) S.À R.L. |
ARC GLOBAL II (GERMANY) HOLDINGS S.À R.L. |
ARC GLOBAL II WEILBACH S.À R.L. |
ARC GLOBAL II (UK) HOLDINGS S.À R.L. |
ARC GLOBAL II FOSTER WHEELER S.À R.L. |
ARC GLOBAL II NCR S.À R.L. |
HC GLASGOW S.À R.L. |
ARC GLOBAL II EUROPE HOLDING S.À R.L. |
ARG WPFBRIT001 S.R.L. |
ARC GLOBAL II (HOLDING) |
ARC GLOBAL II BORDEAUX |
ARC GLOBAL II MARSEILLE |
ARC GLOBAL II AMIENS |
ARC GLOBAL II BLOIS |
ARC GLOBAL II STRASBOURG |
ARC GLOBAL II BREST |
ARC GLOBAL (GUERNSEY) HOLDINGS LIMITED |
LPE LIMITED |
GNL RETAIL GP, LLC |
Exhibit 4.3
ELEVENTH SUPPLEMENTAL INDENTURE AND SUBSIDIARY
GUARANTEE
This Eleventh Supplemental
Indenture and Subsidiary Guarantee, dated as of September 12, 2023 (this “Eleventh Supplemental Indenture” or
“Subsidiary Guarantee”), among the entities listed on Schedule I hereto (collectively, the “New Guarantors”),
Global Net Lease, Inc. and Global Net Lease Operating Partnership, L.P. (together with their successors and assigns, the “Issuers”),
and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as Trustee, paying agent and registrar
under the Indenture (as defined below) (the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Issuers, each
other then-existing Subsidiary Guarantor under the Indenture referred to below (the "Subsidiary Guarantors") and the
Trustee have heretofore executed and delivered an Indenture, dated as of December 16, 2020 (as supplemented by that certain Tenth
Supplemental Indenture and Subsidiary Guarantee, dated as of August 17, 2023, Ninth Supplemental Indenture and Subsidiary Guarantee,
dated as of June 27, 2023, Eighth Supplemental Indenture and Subsidiary Guarantee, dated as of January 27, 2023, Seventh Supplemental
Indenture and Subsidiary Guarantee, dated as of November 30, 2022, Sixth Supplemental Indenture and Subsidiary Guarantee, dated as
of September 28, 2022, Fifth Supplemental Indenture and Subsidiary Guarantee, dated as of July 21, 2022, Fourth Supplemental
Indenture and Subsidiary Guarantee, dated as of January 28, 2022, Third Supplemental Indenture and Subsidiary Guarantee, dated as
of November 18, 2021, Second Supplemental Indenture and Subsidiary Guarantee, dated as of May 3, 2021, and Supplemental Indenture
and Subsidiary Guarantee, dated as of January 15, 2021, and as may be further amended, supplemented, waived or otherwise modified,
the “Indenture”), providing for the issuance of an unlimited aggregate principal amount of 3.750% Senior Notes due
2027 of the Issuers (the “Notes”).
WHEREAS, Section 4.15
of the Indenture provides that in certain circumstances the Issuers may be required to cause certain Restricted Subsidiaries of the Issuers
to execute and deliver a Guarantee with respect to the Notes on the same terms and conditions as those set forth in the Indenture.
WHEREAS, pursuant to Section 9.1
of the Indenture, the Trustee and the Issuers and the additional Subsidiary Guarantors are authorized to execute and deliver this Eleventh
Supplemental Indenture to amend the Indenture, without the consent of any Holder, to add additional Subsidiary Guarantors.
NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuers
and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
ARTICLE I
Definitions
SECTION 1.1 Defined
Terms. As used in this Eleventh Supplemental Indenture, capitalized terms defined in the Indenture or in the preamble or
recitals thereto are used herein as therein defined. The words “herein,” “hereof” and “hereby”
and other words of similar import used in this Eleventh Supplemental Indenture refer to this Eleventh Supplemental Indenture as a
whole and not to any particular section hereof.
ARTICLE II
Agreement to be Bound; Guarantee
SECTION 2.1 Agreement
to be Bound. The New Guarantors hereby become parties to the Indenture as Subsidiary Guarantors and as such shall have all of
the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture and Note Guarantee.
The New Guarantors agree to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform
all of the obligations and agreements of a Subsidiary Guarantor under the Indenture, subject to the release provisions and other
limitations set forth in the Indenture or as may be set forth herein.
ARTICLE III
Miscellaneous
SECTION 3.1 Governing
Law. This Eleventh Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New
York.
SECTION 3.2 Severability
Clause. In case any provision in this Eleventh Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision
shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
SECTION 3.3 Ratification
of Indenture; Eleventh Supplemental Indenture Part of Indenture; No Liability of Trustee. Except as expressly amended
hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in
full force and effect. This Eleventh Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of
a Note heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as
to the validity or sufficiency of this Eleventh Supplemental Indenture or the New Guarantors’ Subsidiary Guarantee.
Additionally, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements
contained herein, all of which recitals or statements are made solely by the Issuers, the New Guarantors and the Subsidiary
Guarantors, and the Trustee makes no representation with respect to any such matters.
SECTION 3.4 Counterparts.
This Eleventh Supplemental Indenture may be executed in two or more counterparts, which when so executed shall constitute one and
the same agreement. The exchange of copies of this Eleventh Supplemental Indenture and of signature pages by facsimile or PDF
transmission shall constitute effective execution and delivery of this Eleventh Supplemental Indenture as to the parties hereto and
may be used in lieu of the original Eleventh Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted
by facsimile or PDF shall be deemed to be their original signatures for all purposes.
SECTION 3.5 Headings.
The headings of the Articles and the sections in this Eleventh Supplemental Indenture are for convenience of reference only and
shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
[Signatures on following page]
IN WITNESS WHEREOF, the parties
hereto have caused this Eleventh Supplemental Indenture to be duly executed as of the date first above written.
|
GLOBAL NET LEASE, INC. |
|
|
|
|
|
By: |
/s/ Christopher J. Masterson |
|
|
Name: |
Christopher J. Masterson |
|
|
Title: |
Chief Financial Officer |
|
|
|
GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. |
|
|
|
By: Global Net Lease, Inc., its general partner |
|
|
|
|
|
By: |
/s/ Christopher J. Masterson |
|
|
Name: |
Christopher J. Masterson |
|
|
Title: |
Chief Financial Officer |
|
|
|
OSMOSIS SUB I, LLC, |
|
as a Guarantor |
|
|
|
|
By: Global Net Lease, Inc., its sole member |
|
|
|
|
By: |
/s/ Christopher J. Masterson |
|
|
|
Name: |
Christopher J. Masterson |
|
|
|
Title: |
Chief Financial Officer |
|
|
|
THE NECESSITY RETAIL REIT OPERATING PARTNERSHIP, L.P., |
|
as a Guarantor |
|
|
|
|
By: GNL Retail GP, LLC, its general partner |
|
|
|
|
|
|
By: Global Net Lease Operating Partnership, L.P., its sole member |
|
|
|
|
|
|
By: Global Net Lease Inc., its general partner |
|
|
|
|
|
|
|
|
By: |
/s/ Christopher J. Masterson |
|
|
|
|
|
Name: |
Christopher J. Masterson |
|
|
|
|
|
Title: |
Chief Financial Officer |
[Signature
Page to Eleventh Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
GNL RETAIL GP, LLC, |
|
as a Guarantor |
|
|
|
|
By: Global Net Lease Operating Partnership, L.P., its sole member |
|
|
|
|
|
By: Global Net Lease Inc., its general partner |
|
|
|
|
|
By: |
/s/ Christopher J. Masterson |
|
|
|
|
Name: |
Christopher J. Masterson |
|
|
|
|
Title: |
Chief Financial Officer |
|
|
|
ARG DDFLTMI001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG FMDADAL001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG FMJCKAL001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG FMTALAL001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG FMPHIMS001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature
Page to Eleventh Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARG FM16PCK001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG NCD5PCK001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG DG17PCK001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG PSFKNWI001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG ARDRDLA001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG AR16PCK001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature
Page to Eleventh Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARG FG7PSLB001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG BJBTVNY001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG ASVALGA001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG WGHUNAL001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG IRL8SLB001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC MFTSEFL002, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature
Page to Eleventh Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARC MFMCDGA001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC MFHLDMI001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC MFSGWMI001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC MFAKNSC001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC JCWSTCO001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC CVDETMI001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature
Page to Eleventh Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARC MFVALGA001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC MFMDNID001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC MFFNCAL001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG KGOMHNE001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG WO19PCK001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC DB5SAAB001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature
Page to Eleventh Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARC DB5PROP001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC HR5STP3002, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC HR5STP3001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC HR5STP1002, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC HR5STP1001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC HR5STP2001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature
Page to Eleventh Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARG DDHBLTX001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC TSKCYMO001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC SWWCHOH001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC PTSCHIL001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC NCCHRNC001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC SSSEBFL001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature
Page to Eleventh Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARC SWWMGPA001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC SRTULOK001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC PSFKFKY001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC CLORLFL001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC TMMONPA001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC TCMESTX001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature
Page to Eleventh Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARC PRLAWKS001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC BHTVCMI001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARC PCBIRAL001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG ASSLDLA001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG MPLTRAR001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG FCSTANC001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature
Page to Eleventh Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARG UMMARIN001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG SCRIVFL001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG PSSPASC001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG CCALBNM001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG BCBEAOH001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG CCPLOWI001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature
Page to Eleventh Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARG DCDARIL001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG WCSLNNC001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG ASALBGA001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG PSALBNM001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG TCFLOKY001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG ACHOUTX001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature
Page to Eleventh Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARG BCSPRMA001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG SSSTRPA001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG MFMUSMI001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG SCSPFOH001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG SPSPRIL001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG SMSHPPA001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature
Page to Eleventh Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARG EWAUSGA001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG CRHAGMD001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG MCCOLIN001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG LPLAFIN001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG MHMORNC001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG MMASHKY001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature
Page to Eleventh Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARG TSMTPSC001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG PPMONLA001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG PMPLAIL001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG MKASHOH001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG HBSTUMA001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG RALLAFL001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature
Page to Eleventh Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARG DPOSHWI001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG FSBROWI001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG GFBOGKY001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG SAABITX001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG SBSALKS001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG FGALPMI001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
[Signature
Page to Eleventh Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
|
ARG WCJACNC001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
|
Name: |
Michael Anderson |
|
|
Title: |
Authorized Signatory |
|
|
|
ARG ECENIOK001, LLC, |
|
as a Guarantor |
|
|
|
By: |
/s/ Michael Anderson |
|
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Name: |
Michael Anderson |
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Title: |
Authorized Signatory |
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ARG TTRALNC001, LLC, |
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as a Guarantor |
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By: |
/s/ Michael Anderson |
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Name: |
Michael Anderson |
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Title: |
Authorized Signatory |
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ARG PLSAJCA001, LLC, |
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as a Guarantor |
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By: |
/s/ Michael Anderson |
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Name: |
Michael Anderson |
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Title: |
Authorized Signatory |
[Signature
Page to Eleventh Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
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U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as successor to U.S.
BANK NATIONAL ASSOCIATION, |
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as Trustee |
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By: |
/s/ Christopher J. Grell |
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Name: |
Christopher J. Grell |
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Title: |
Vice President |
[Signature
Page to Eleventh Supplemental Indenture and Subsidiary Guarantee – Issuers and New Guarantors]
Schedule I
ARG DDFLTMI001, LLC |
ARG FMDADAL001, LLC |
ARG FMJCKAL001, LLC |
ARG FMTALAL001, LLC |
ARG FMPHIMS001, LLC |
ARG FM16PCK001, LLC |
ARG NCD5PCK001, LLC |
ARG DG17PCK001, LLC |
ARG PSFKNWI001, LLC |
ARG ARDRDLA001, LLC |
ARG AR16PCK001, LLC |
ARG FG7PSLB001, LLC |
ARG BJBTVNY001, LLC |
ARG ASVALGA001, LLC |
ARG WGHUNAL001, LLC |
ARG IRL8SLB001, LLC |
ARC MFTSEFL002, LLC |
ARC MFMCDGA001, LLC |
ARC MFHLDMI001, LLC |
ARC MFSGWMI001, LLC |
ARC MFAKNSC001, LLC |
ARC JCWSTCO001, LLC |
ARC CVDETMI001, LLC |
ARC MFVALGA001, LLC |
ARC MFMDNID001, LLC |
ARC MFFNCAL001, LLC |
ARG KGOMHNE001, LLC |
ARG WO19PCK001, LLC |
ARC DB5SAAB001, LLC |
ARC DB5PROP001, LLC |
ARC HR5STP3002, LLC |
ARC HR5STP3001, LLC |
ARC HR5STP1002, LLC |
ARC HR5STP1001, LLC |
ARC HR5STP2001, LLC |
ARG DDHBLTX001, LLC |
ARC TSKCYMO001, LLC |
ARC SWWCHOH001, LLC |
ARC PTSCHIL001, LLC |
ARC NCCHRNC001, LLC |
ARC SSSEBFL001, LLC |
ARC SWWMGPA001, LLC |
ARC SRTULOK001, LLC |
ARC PSFKFKY001, LLC |
ARC CLORLFL001, LLC |
ARC TMMONPA001, LLC |
ARC TCMESTX001, LLC |
ARC PRLAWKS001, LLC |
ARC BHTVCMI001, LLC |
ARC PCBIRAL001, LLC |
ARG ASSLDLA001, LLC |
ARG MPLTRAR001, LLC |
ARG FCSTANC001, LLC |
ARG UMMARIN001, LLC |
ARG SCRIVFL001, LLC |
ARG PSSPASC001, LLC |
ARG CCALBNM001, LLC |
ARG BCBEAOH001, LLC |
ARG CCPLOWI001, LLC |
ARG DCDARIL001, LLC |
ARG WCSLNNC001, LLC |
ARG ASALBGA001, LLC |
ARG PSALBNM001, LLC |
ARG TCFLOKY001, LLC |
ARG ACHOUTX001, LLC |
ARG BCSPRMA001, LLC |
ARG SSSTRPA001, LLC |
ARG MFMUSMI001, LLC |
ARG SCSPFOH001, LLC |
ARG SPSPRIL001, LLC |
ARG SMSHPPA001, LLC |
ARG EWAUSGA001, LLC |
ARG CRHAGMD001, LLC |
ARG MCCOLIN001, LLC |
ARG LPLAFIN001, LLC |
ARG MHMORNC001, LLC |
ARG MMASHKY001, LLC |
ARG TSMTPSC001, LLC |
ARG PPMONLA001, LLC |
ARG PMPLAIL001, LLC |
ARG MKASHOH001, LLC |
ARG HBSTUMA001, LLC |
ARG RALLAFL001, LLC |
ARG DPOSHWI001, LLC |
ARG FSBROWI001, LLC |
ARG GFBOGKY001, LLC |
ARG SAABITX001, LLC |
ARG SBSALKS001, LLC |
ARG FGALPMI001, LLC |
ARG WCJACNC001, LLC |
ARG ECENIOK001, LLC |
ARG TTRALNC001, LLC |
ARG PLSAJCA001, LLC |
OSMOSIS SUB I, LLC |
THE NECESSITY RETAIL REIT OPERATING PARTNERSHIP, L.P. |
GNL RETAIL GP, LLC |
Exhibit 4.4
Execution Version
TENTH AMENDMENT
TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P.
This Tenth Amendment (this
“Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating
Partnership, L.P. dated June 2, 2015 (the “Partnership Agreement”), is hereby entered into and effective as of September
12, 2023 (the “Effective Date”), by Global Net Lease, Inc., a Maryland corporation, as general partner (the
“General Partner” or “GNL”) of Global Net Lease Operating Partnership, L.P., a Delaware limited partnership
(the “Partnership” or “GNL OP”), for itself and on behalf of any limited partners of the Partnership. Except
as specifically defined herein, all capitalized terms shall have the definitions provided in the Partnership Agreement, the REIT
Merger Agreement (defined below), or Internalization Agreement (defined below) as applicable.
WHEREAS this Amendment is being adopted
concurrently with the completion of the transactions set forth in (1) the Agreement and Plan of Merger, dated May 23, 2023 (the “REIT
Merger Agreement”), by and among the General Partner, GNL OP, The Necessity Retail REIT, Inc., a Maryland corporation (“RTL”),
The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (“RTL OP”), Osmosis Sub I, LLC, a Maryland
limited liability company and wholly-owned subsidiary of the General Partner (“REIT Merger Sub”) and Osmosis Sub II, LLC,
a Delaware limited liability company and wholly-owned subsidiary of GNL OP (“OP Merger Sub”), pursuant to which RTL merged
with and into REIT Merger Sub with REIT Merger Sub being the surviving entity and a wholly-owned subsidiary of the General Partner (the
“REIT Merger”), OP Merger Sub merged with and into RTL OP with RTL OP as the surviving entity (the “Partnership Merger”);
and (2) the Agreement and Plan of Merger, agreement dated May 23, 2023 (the “Internalization Agreement”), by and among the
General Partner, RTL, GNL OP, and RTL OP, and other parties thereto, entered into for the purposes of effecting an internalization of
the advisory and property management functions of the General Partner, GNL OP RTL and RTL OP (collectively, the “Internalization”
and, together with the REIT Merger and Partnership Merger, the “Transactions”); and
WHEREAS, after the REIT Merger, at the
effective time of the Partnership Merger, and without any further action on the part of the General Partner, REIT Merger Sub, GNL
OP, OP Merger Sub, RTL OP, or the holders of RTL Limited Common Units, GNL Limited Common Units or any limited liability company
interests in the OP Merger Sub (i) all of the RTL Limited Partner Common Units held by those other than RTL OP and any RTL OP
subsidiary were automatically converted into validly issued GNL Limited Partner Common Units in GNL OP (“New Parent LP Common
Units”) in an amount equal to (x) one (1), multiplied by (y) the Common Exchange Ratio, subject to the treatment of fractional
units as provided in the REIT Merger Agreement, (ii) each holder of New Parent LP Common Units was admitted as a limited partner of
GNL OP in accordance with the terms of the GNL Partnership Agreement; and
WHEREAS, on September 12,
2023, in connection with the Transactions, the General Partner issued 7,933,711 shares of 7.50% Series D Cumulative Redeemable Perpetual
Preferred Stock, $0.01 par value per share (“Series D Preferred Stock”) and 4,595,175 shares of 7.375% Series E Cumulative
Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series E Preferred Stock”) and the General Partner, pursuant
to Section 4.02(b) of the Partnership Agreement, is causing GNL OP to issue to the General Partner, the Series D Preferred Units and Series
E Preferred Units (as hereinafter defined); and
WHEREAS, on September 12,
2023, in connection with the REIT Merger, the General Partner issued approximately 93 million shares of common stock, including shares
issued in connection with the vesting of certain awards of restricted stock and the vesting of LTIP awards, and the General Partner, pursuant
to Section 4.02(b) of the Partnership Agreement is causing GNL OP to issue to the General Partner, additional GNL Limited Partner Common
Units; and
WHEREAS,
on September 12, 2023, in connection with the Internalization, the General Partner issued 29,614,825 shares of common stock, and the General
Partner, pursuant to Section 4.02(b) of the Partnership Agreement is causing GNL OP to issue to the General Partner, additional GNL Limited
Partner Common Units; and
WHEREAS, on September 12,2023, the General
Partner entered into a Contribution Agreement with its wholly- owned subsidiary, REIT Merger Sub, and pursuant to the agreement, assigned
89,783,255 GNL OP Units to REIT Merger Sub; and
WHEREAS, Section 4.02(a) of the Partnership Agreement authorizes the General Partner
to cause the Partnership to issue additional Partnership Units in one or more classes, or one or more series of any such classes, with
such designations, preferences and relative, participating, optional or other special rights, powers, preferences and duties, including
rights, preferences and duties senior and superior to the then-outstanding Partnership Units as shall be determined by the General Partner,
in its sole and absolute discretion without the approval of any Limited Partner or other Person; and
WHEREAS, pursuant to the authority
granted to the General Partner pursuant to Article 11 of the Partnership Agreement, the General Partner desires to amend the Partnership
Agreement in connection therewith; and
WHEREAS, the General Partner
desires to revise and restate Schedule A to reflect the consummation of the Transactions and the contribution described herein on the
ownership interest in the Partnership.
NOW, THEREFORE, in consideration
of good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the General Partner hereby amends the
Partnership Agreement as follows:
| 1. | The Partnership Agreement is hereby amended by the addition of two new annexes
thereto, entitled “Annex D” and “Annex E” in the forms attached hereto as Annex D and Annex
E, which set forth the designations, distributions, preferences, conversion or other special rights, powers and duties of the
Series D Preferred Units and Series E Preferred Units, respectively, which exhibits shall be attached to and made a part of, and shall
be an exhibits to, the Partnership Agreement and, without any further action, provisions of the Partnership Agreement shall be deemed
modified to effectuate such exhibits (i.e., Annex D and Annex E). |
| 2. | Pursuant to Sections 4.02(a) and 4.02(b) of the Partnership Agreement, effective
as of the applicable issuance date of any issuance of shares of Series D Preferred Stock by the General Partner, the Partnership will
issue Series D Preferred Units to the General Partner in an amount that is reflected on Schedule A (attached hereto) to the Partnership
Agreement, as such Schedule A may be amended or restated by the General Partner in its sole discretion from time to time to the extent
necessary to reflect such issuances, but in no event shall the number of Series D Preferred Units issued pursuant to this Amendment exceed
7,933,711 or such greater number of shares of Series D Preferred Stock as may be hereafter authorized for issuance by the General Partner.
The Series D Preferred Units have been created and are being issued in conjunction with the General Partner’s issuance of the Series
D Preferred Stock, and as such, the Series D Preferred Units are intended to have designations, preferences and other rights and terms
that are substantially the same as those of the Series D Preferred Stock, all such that the economic interests of the Series D Preferred
Units and the Series D Preferred Stock are substantially similar, and the provisions, terms and conditions of this Amendment, including
without limitation the attached Annex D, shall be interpreted in a fashion consistent with this intent. |
| 3. | Pursuant to Sections 4.02(a) and 4.02(b) of the Partnership Agreement, effective
as of the applicable issuance date of any issuance of shares of Series E Preferred Stock by the General Partner, the Partnership will
issue Series E Preferred Units to the General Partner in an amount that is reflected on Schedule A (attached hereto) to the Partnership
Agreement, as such Schedule A may be amended or restated by the General Partner in its sole discretion from time to time to the extent
necessary to reflect such issuances, but in no event shall the number of Series E Preferred Units issued pursuant to this Amendment exceed
4,595,175 or such greater number of shares of Series E Preferred Stock as may be hereafter authorized for issuance by the General Partner.
The Series E Preferred Units have been created and are being issued in conjunction with the General Partner’s issuance of the Series
E Preferred Stock, and as such, the Series E Preferred Units are intended to have designations, preferences and other rights and terms
that are substantially the same as those of the Series E Preferred Stock, all such that the economic interests of the Series E Preferred
Units and the Series E Preferred Stock are substantially similar, and the provisions, terms and conditions of this Amendment, including
without limitation the attached Annex E, shall be interpreted in a fashion consistent with this intent. |
| 4. | Section 5.01 of the Partnership Agreement is hereby deleted in its entirety and replaced by Section 5.01
below: |
5.01 Allocations.
| (a) | Allocations of Net Income and Net Loss. Except as otherwise provided in this Agreement,
after giving effect to the special allocations in Sections 5.01(c) and 5.01(d), Net Income, Net Loss and, to the extent necessary and
without duplication, individual items thereof, shall be allocated among the Partners in a manner such that the Capital Account of each
Partner immediately after making such allocation, is, as nearly as possible, equal proportionately to (i) the distributions that would
be made to such Partner pursuant to Section 5.06 if (A) the Partnership were dissolved, its affairs wound up and its assets sold for cash
equal to their Gross Asset Value, as determined in the reasonable discretion of the General Partner, (B) all Partnership liabilities were
satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and (C)
the net assets of the Partnership were distributed in accordance with Section 5.06 to the Partners immediately after making such allocation,
minus (ii) such Partner’s share of Partnership
Minimum Gain and Partner Nonrecourse Debt Minimum Gain and the amount, if any and without duplication, that the Partner would be obligated
to contribute to the capital of the Partnership, all computed immediately prior to the hypothetical sale of assets. |
i. Special Allocations of Depreciation. Notwithstanding any other provisions of this Sections 5.01, after giving effect to the regulatory
allocations in Section 5.01(d), but prior to any allocations under Sections 5.01(a), the Initial Limited Partner shall be entitled to
allocations of Depreciation until the cumulative amount of Depreciation allocated to the Initial Limited Partner pursuant to this Section
5.01(c)(i) for all years equals $10,000,000; provided, that (A) the Initial Limited Partner shall notify the Partnership in writing, within
fifteen (15) days after the end of the year to which the allocation of Depreciation relates, of the amount of Depreciation the Initial
Limited Partner elects to have allocated to it for such year, (B) the amount of Depreciation the Initial Limited Partner may elect to
be allocated pursuant to this Section 5.01(c)(i) for any year shall not exceed $10,000,000 minus the amount of Depreciation specially
allocated pursuant to this Section 5.01(c)(i) (or the corresponding provision of the Amended and Restated Agreement) to the Initial Limited
Partner for all prior years, and (C) if the amount of Depreciation the Partnership is able to allocate in a year is less than the amount
the Initial Limited Partner has elected for such year, the Partnership shall notify the Initial limited partner as early as reasonably
practicable but in no event later than five (5) days prior to the date it issues K-1’s for such year.
ii. Special Allocations of Net Property Gain. Notwithstanding any other provisions of this Sections 5.01, after giving effect to the
regulatory allocations in Section 5.01(d), but prior to any allocations under Section 5.01(a), Net Property Gain and, to the extent necessary,
individual items of income and gain comprising Net Property Gain of the Partnership, shall be allocated to the Initial Limited Partner
to the extent of the cumulative amount of Depreciation allocated to the Initial Limited Partner pursuant to Section 5.01(c)(i).
iii. Special Allocations Regarding Preferred Units. Notwithstanding any other provisions of this Sections 5.01, after giving effect
to the regulatory allocations in Section 5.01(d), but prior to any allocations under Section 5.01(a), a pro rata portion of Net Operating
Income and Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Operating Income and Net
Property Gain of the Partnership, shall be allocated to the General Partner in respect of the Series A Preferred Units, Series B Preferred
Units, Series D Preferred Units and Series E Preferred Units until they have been allocated such Net Operating Income and Net Property
Gain equal to the excess of (A) the cumulative amount of distributions of Cash Available for Distribution the General Partner has received
for all the current and prior taxable years or portions thereof with respect to the Series A Preferred Units, Series B Preferred Units,
Series D Preferred Units and Series E Preferred Units, over (B) the cumulative Net Operating Income and Net Property Gain allocated to
the General Partner, pursuant to this Section 5.01(c)(iii) for all the current and prior taxable years or portions thereof.
iv. Special
Allocations Regarding Class B Units. Notwithstanding any other provisions of this Sections 5.01 (other than Section 5.01(c)(iii)),
after giving effect to the regulatory allocations in Section 5.01(d) and the special allocations in Section 5.01(c)(i) and Section
5.01(c)(ii), but prior to any allocations under Section 5.01(a), Net Property Gain and, to the extent necessary, individual items of
income and gain comprising Net Property Gain of the Partnership, shall be allocated to the Partners holding Class B Units until
their Class B Economic Capital Account Balances are equal to (A) the OP Unit Economic Balance, multiplied by (B) the number of their
Class B Units; provided, that no such Net Property Gain and, to the extent necessary, individual items of income and gain comprising
Net Property Gain of the Partnership, will be allocated with respect to any particular Class B Unit unless and to the extent that
the OP Unit Economic Balance exceeds the OP Unit Economic Balance in existence at the time such Class B Unit was issued. Any
allocations made pursuant to the first sentence of this Section 5.01(c)(iv) shall be made among the holders of Class B Units in
proportion to the amounts required to be allocated to each under this Section 5.01(c)(iv). The parties agree that the intent of this
Section 5.01(c)(iv) is to make the Capital Account balance associated with each Class B Unit to be economically equivalent to the
Capital Account balance associated with the OP Units outstanding (on a per-unit basis), but only if and to the extent that the
Capital Account balance associated with the OP Units outstanding, without regard to the allocations under this Section 5.01(c)(iv),
has increased on a per-unit basis since the issuance of the relevant Class B Unit. To the extent Net Property Loss is allocated to
Partners holding Class B Units pursuant to Section 5.01(a), such Net Property Loss shall be allocated among the Partners holding
Class B Units in a manner that reverses the allocation of Net Property Gain to such Partner pursuant to this Section
5.01(c)(iv).
v. Special Allocations Regarding the Special Limited Partner Interest. Notwithstanding any other provisions of this Sections 5.01
(other than Section 5.01(c)(iii)), after giving effect to the regulatory allocations in Section 5.01(d), and to the extent not previously
allocated pursuant to Section 5.01(d)(ii), and the special allocations in Sections 5.01(c)(i), 5.01(c)(ii) and 5.01 (c)(iv), but prior
to any allocations under Section 5.01(a), Net Property Gain and, to the extent necessary, individual items of income and gain comprising
Net Property Gain of the Partnership shall be allocated to the Special Limited Partner until the Special Limited Partner has received
aggregate allocations of income for all fiscal years equal to the Listing Amount.
vi. Special Allocations Regarding LTIP Units. Notwithstanding any other provisions of this Sections 5.01 (other than Section 5.01(c)(iv)),
after giving effect to the regulatory allocations in Section 5.01(d) and the special allocations in Sections 5.01(c)(i), 5.01(c)(ii),
5.01(c)(iv) and 5.01(c)(v), but prior to any allocations under Section 5.01(a), Net Property Gain and, to the extent necessary, individual
items of income and gain comprising Net Property Gain of the Partnership, shall be allocated to the LTIP Unitholders until their LTIP
Economic Capital Account Balances are equal to (i) the OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided
that no such Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the Partnership,
will be allocated with respect to any particular LTIP Unit unless and to the extent that the OP Unit Economic Balance exceeds the OP Unit
Economic Balance in existence at the time such LTIP Unit was issued. Any allocations made pursuant to the first sentence of this Section
5.01(c)(vi) shall be made first to the earliest issued LTIP Units. The parties agree that the intent of this Section 5.01(c)(vi) is to
make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated
with the OP Units outstanding (on a per-unit basis), but only if and to the extent that the Capital Account balance associated with the
OP Units outstanding, without regard to the allocations under this Section 5.01(c)(vi), has increased on a per-unit basis since the issuance
of the relevant LTIP Unit.
| (d) | Regulatory Allocations. The following provisions are included to enable the Partnership
to comply with the requirements of Section 1.704-1(b)(2)(iv) of the Regulations and shall be applied in the following order and interpreted
accordingly. |
| i. | Minimum Gain Chargeback (Nonrecourse Liabilities). Except as otherwise provided
in Section 1.704-2(f) of the Regulations, if there is a net decrease in Partnership Minimum Gain for any Partnership fiscal year, each
Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount
equal to such Partner’s share of the net decrease in Partnership Minimum Gain determined in accordance with Section 1.704-2(g) of
the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6) and (j)(2) of the Regulations.
This Section 5.01(d)(i) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Regulations and
shall be interpreted consistently therewith. Allocations pursuant to this Section 5.01(d)(i) shall be made in proportion to the respective
amounts required to be allocated to each Partner pursuant hereto. |
| ii. | Partner Minimum Gain Chargeback. Except as otherwise provided
in Section 1.704-2(i)(4) of the Regulations, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner
Nonrecourse Debt during any fiscal year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to that
Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items
of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of
the net decrease in the Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations.
The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This Section
5.01(d)(ii) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in
Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this Section 5.01(d)(ii)
shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto. |
| iii. | Qualified Income Offset. If a Partner unexpectedly receives
any adjustments, allocations or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such
Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated
to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required
by the Regulations. This Section 5.01(d)(iii) is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d)
of the Regulations and shall be interpreted consistently therewith. |
| iv. | Nonrecourse Deductions. Nonrecourse Deductions (as determined
according to Sections 1.704- 2(b)(1) and (e) of the Regulations) for any fiscal year or other applicable period shall be allocated to
the Partners in accordance with their respective Percentage Interests. |
| v. | Partner Nonrecourse Deductions. Partner Nonrecourse Deductions
for any fiscal year or other applicable period with respect to a Partner Nonrecourse Debt shall be specially allocated to the Partner
that bears the economic risk of loss for such Partner Nonrecourse Debt. |
| vi. | Section 754 Adjustment. To the extent an adjustment to the adjusted
tax basis of any asset of the Partnership pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant
to Section 1.704-1(b)(2)(iv)(m) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment
to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment
decreases such basis) and such gain or loss shall be specially allocated among the Partners in a manner consistent with the manner in
which each of their respective Capital Accounts are required to be adjusted pursuant to such section of the Regulations. |
| vii. | Capital Account Deficits. If any Partner has an Adjusted Capital
Account Deficit at the end of any fiscal year or other applicable period which is in excess of the amount such Partner is obligated to
restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, such Partner shall be specially
allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided, that an allocation pursuant
to this Section 5.01(d)(vii) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit
in excess of such amount after all other allocations provided for under this Agreement have been made as if Section 5.01(d)(iii) and
this Section 5.01(d)(vii) were not in this Agreement. |
| viii. | The allocations set forth in Section 5.01(d)(i) through (vii)
(the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the
Regulations. It is the intent of the Partners that, to the extent possible, all Regulatory Allocations shall be offset either with other
Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss, or deduction pursuant to this Section
5.01. Therefore, notwithstanding any other provision of this Agreement (other than the Regulatory Allocations), the General Partner shall
make such offsetting special allocations of Partnership income, gain, loss, or deduction in whatever manner it determines appropriate
so that, after such offsetting allocations are made, each Partner’s Capital Account balance is, to the extent possible, equal to
the Capital Account balance that Partner would have had if the Regulatory Allocations were not part of the Agreement and all Partnership
items were allocated pursuant to the other provisions of Section 5.01. In exercising its discretion under this Section 5.01(d)(viii),
the General Partner shall take into account future Regulatory Allocations under Section 5.01(d)(i) and (ii) that, although not yet made,
are likely to offset other Regulatory Allocations previously made under Section 5.01(d)(iv) and (v). |
| (e) | Allocations Between Transferor and Transferee. If a Partner transfers any part or
all of its Partnership Interest, the distributive shares of the various items of Net Income and Net Loss allocable among the Partners
during such fiscal year of the Partnership shall be allocated between the transferor and the transferee Partner either (i) as if the Partnership’s
fiscal year had ended on the date of the transfer or (ii) based on the number of days of such fiscal year that each was a Partner without
regard to the results of Partnership activities in the respective portions of such fiscal year in which the transferor and the transferee
were Partners; provided, however, that the General Partner may apply a different method permitted under Section 706 of the Code. The General
Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate the distributive shares of the various
items of Net Income and Net Loss between the transferor and the transferee Partner. |
| i. | Items of Income or Loss. Except as is otherwise provided in
this Section 5.01, an allocation of Net Income, Net Loss or any items thereof to a Partner shall be treated as an allocation to such
Partner of the same share of each item of income, gain, loss, deduction and item of tax-exempt income or Section 705(a)(2)(B) expenditure
(or item treated as such expenditure pursuant to Section 1.704-1(b)(2)(iv)(i) of the Regulations) (“Tax Items”) that is taken
into account in computing Net Income or Net Loss. |
| ii. | Section 1245/1250 Recapture. Subject to Section 5.01(f)(iii)
below, if any portion of gain from the sale of Partnership assets is treated as gain which is ordinary income by virtue of the application
of Sections 1245 or 1250 of the Code (“Affected Gain”), then such Affected Gain shall, to the extent possible, be allocated
among the Partners in the same proportion that the depreciation and amortization deductions giving rise to the Affected Gain were allocated.
This Section 5.01(f)(ii) shall not alter the amount of Net Income (or items thereof) allocated among the Partners, but merely the character
of such Net Income (or items thereof). For purposes hereof, in order to determine the proportionate allocations of depreciation and amortization
deductions for each fiscal year or other applicable period, such deductions shall be deemed allocated on the same basis as Net Income,
or Net Loss for such respective period. |
| iii. | Precontribution Gain, Revaluations. With respect to any Contributed
Property, the Partnership shall use any permissible method contained in the Regulations promulgated under Section 704(c) of the Code
selected by the General Partner, in its sole discretion, to take into account any variation between the adjusted basis of such asset
and the fair market value of such asset as of the time of the contribution (“Precontribution Gain”). Each Partner hereby
agrees to report income, gain, loss and deduction on such Partner’s U.S. federal income tax return in a manner consistent with
the method used by the Partnership. If any asset has a Gross Asset Value which is different from the Partnership’s adjusted basis
for such asset for U.S. federal income tax purposes because the Partnership has revalued such asset pursuant to Section 1.704-1(b)(2)(iv)(f)
of the Regulations, the allocations of Tax Items shall be made in accordance with the principles of Section 704(c) of the Code and the
Regulations and the methods of allocation promulgated thereunder. The intent of this Section 5.01(f)(iii) is that each Partner who contributed
to the capital of the Partnership a Contributed Property will bear, through reduced allocations of depreciation, increased allocations
of gain or other items, the tax detriments associated with any Precontribution Gain. This Section 5.01(f)(iii) is to be interpreted consistently
with such intent. |
| iv. | Excess Nonrecourse Liability Safe Harbor. Pursuant to Section
1.752-3(a)(3) of the Regulations, solely for purposes of determining each Partner’s proportionate share of the “excess nonrecourse
liabilities” of the Partnership (within the meaning of Section 1.752-3(a)(3) of the Regulations), the Partners’ respective
interests in Partnership profits shall be determined under any permissible method reasonably determined by the General Partner; provided,
however, that each Partner who has contributed an asset to the Partnership shall be allocated, to the extent possible, a share of “excess
nonrecourse liabilities” of the Partnership which results in such Partner being allocated nonrecourse liabilities in an amount
which is at least equal to the amount of income required to be allocated to such Partner pursuant to Section 704(c) of the Code and the
Regulations promulgated thereunder (the “Liability Shortfall”). If there is an insufficient amount of nonrecourse liabilities
to be able to allocate to each Partner nonrecourse liabilities equal to the Liability Shortfall, nonrecourse liabilities shall be allocated
to each Partner in pro rata in accordance with each such Partner’s Liability Shortfall. |
| (g) | It is the intention of the parties hereunder that the aggregate Capital Account
balance of the General Partner in respect of the Series A Preferred Units, Series B Preferred Units, Series D Preferred Units and Series
E Preferred Units at any date shall not exceed the amount of the original Capital Contributions made in respect of the Series A Preferred
Units, Series B Preferred Units, Series D Preferred Units and Series E Preferred Units plus all accrued and unpaid distributions thereon,
whether or not declared, to the extent not previously distributed. Notwithstanding anything to the contrary contained herein, in connection
with the liquidation of the Partnership or the interest of a holder of Series A Preferred Units, Series B Preferred Units, Series D Preferred
Units or Series E Preferred Units, and prior to making any other allocations of Net Income or Net Loss, items or income and gain or deduction
and loss shall first be allocated to the General Partner in respect of the Series A Preferred Units, Series B Preferred Units, Series
D Preferred Units and Series E Preferred Units in such amounts as is required to cause the General Partner’s adjusted Capital Account
in respect of the Series A Preferred Units, Series B Preferred Units, Series D Preferred Units and Series E Preferred Units (taking into
account any amounts such Partner is obligated to contribute to the capital of the Partnership or is deemed obligated to contribute pursuant
to Section 1.704-1(b)(2)(ii)(c)(2) of the Regulations) to equal the amount the General Partner is entitled to receive pursuant to the provisions
of this Agreement in respect to the Series A Preferred Units, Series B Preferred Units, Series D Preferred Units and Series E Preferred
Units. |
| (h) | Unless otherwise required by applicable law, any amount distributed to the General
Partner in its capacity as the holder of Series A Preferred Units, Series B Preferred Units, Series D Preferred Units and Series E Preferred
Units under Section 5.02 that exceeds the sum of (x) the cumulative Net Operating Income and Net Property Gain (and individual items of
income and gain comprising Net Operating Income and Net Property Gain) allocated to the General Partner plus (y) the aggregate Capital
Account balance of the General Partner, in each case, in respect of the Series A Preferred Units, Series B Preferred Units, Series D Preferred
Units and Series E Preferred Units, respectively, shall be treated as a guaranteed payment pursuant to Section 707(c) of the Code. |
| 5. | Article V, Section 5.07(a) of the Partnership Agreement is hereby deleted in its
entirety and replaced by Section 5.07(a), below: |
(a) Reserved.
| 6. | Article V, Section 5.07(b) of the Partnership Agreement is hereby deleted in its
entirety and replaced by Section 5.07(b), below: |
(b) Notwithstanding anything to
the contrary in this Agreement, it is the intent of the Partners (including the Special Limited Partner) that the allocation provisions
of Section 5.01 produce (a) a final Capital Account balance of the General Partner in respect of (i) the Series A Preferred Units equal
to the aggregate Series A Base Liquidation Preference, plus any accrued but unpaid Series A Preferred Return for each Series A Preferred
Unit, (ii) the Series B Preferred Units equal to the aggregate Series B Base Liquidation Preference, plus any accrued but unpaid Series
B Preferred Return for each Series B Preferred Unit, (iii) the Series D Preferred Units equal to the aggregate Series D Base Liquidation
Preference, plus any accrued but unpaid Series D Preferred Return for each Series D Preferred Unit, and (iv) the Series E Preferred Units
equal to the aggregate Series E Base Liquidation Preference, plus any accrued but unpaid Series E Preferred Return for each Series E Preferred
Unit, and (b) final Capital Account balances of the Partners holding OP Units, Class B Units and/or LTIP Units with respect to such OP
Units, Class B Units and/or LTIP Units equal to the amount such Partners would receive with respect to their OP Units, Class B Units and/or
LTIP Units pursuant to Section 5.02(b). To the extent the allocation provisions of Section 5.01 would fail to produce such final Capital
Account balances, (y) such provisions shall be amended by the General Partner if and to the extent necessary to produce such result and
(z) Net Income, Net Loss, Net Property Gain, Net Property Loss and, to the extent necessary, individual items of income, gain, loss and
deduction, of the Partnership for prior open years shall be reallocated by the General Partner, in its sole and absolute discretion, among
the Partners to the extent it is not possible to achieve such result with allocations of Net Income, Net Loss, Net Property Gain, Net
Property Loss and, to the extent necessary, individual items of income, gain, loss and deduction, of the Partnership for the current year
and future years, and if necessary, as guaranteed payments as defined in Section 707(c) of the Code (unless the treatment of a portion
of the return on the Series A Preferred Return, Series B Preferred Return, Series D Preferred Return, and Series E Preferred Return, as
a guaranteed payment would cause the entire Series A Preferred Return, Series B Preferred Return, Series D Preferred Return, or Series
E Preferred Return to be a guaranteed payment, in which case none of such return shall be so treated). This Section 5.07(b) shall control
notwithstanding any reallocation or adjustment of taxable Net Income, Net Loss, Net Property Gain, Net Property Loss and, to the extent
necessary, individual items of income, gain, loss and deduction, of the Partnership by the IRS or any other taxing authority. The General
Partner shall have the authority to amend this Agreement without the consent of the Limited Partners, as it reasonably considers advisable,
to make the allocations and adjustments described in this Section 5.07(b).
| 7. | Schedule A is hereby revised and restated by replacing it in its entirety with Schedule A attached
hereto. |
| 8. | Except as modified herein, all terms and conditions of the Partnership Agreement shall
remain in full force and effect, which terms and conditions the General Partner hereby ratifies and confirms. |
[SIGNATURE PAGE FOLLOWS]
IN WITNESS
WHEREOF, the undersigned has executed this Tenth Amendment to the Second Amended and Restated Agreement of Limited Partnership of
Global Net Lease Operating Partnership, L.P. as of the date first set forth above.
|
GENERAL PARTNER: |
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GLOBAL NET LEASE INC. |
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By: |
/s/ James L. Nelson |
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Name: James L. Nelson |
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Title: Co-Chief Executive Officer |
[Signature Page to Tenth
Amendment To Second Amended and Restated Agreement of Limited Partnership]
Exhibit 10.1
SECOND
AMENDMENT TO
sECOND
AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) made as of the [12th] day of
September, 2023, by and among GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Borrower”),
GLOBAL NET LEASE, INC., a Maryland corporation (“REIT”), ARC GLOBAL HOLDCO, LLC, a Delaware limited
liability company (“International Holdco”), ARC GLOBAL II HOLDCO, LLC, a Delaware limited liability company
(“Global II Holdco”), THE PARTIES EXECUTING BELOW AS JOINING SUBSIDIARY GUARANTORS (the “Joining Subsidiary
Guarantors”), THE PARTIES EXECUTING BELOW AS EXISTING SUBSIDIARY GUARANTORS (the “Existing Subsidiary Guarantors”;
the Joining Subsidiary Guarantors and the Existing Subsidiary Guarantors, collectively, the “Subsidiary Guarantors”;
and REIT, International Holdco, Global II Holdco and the Subsidiary Guarantors, collectively, the “Guarantors”),
KEYBANK NATIONAL ASSOCIATION (“KeyBank”), individually and as Agent for itself and the other Lenders from time
to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Agent, is hereinafter referred to as “Agent”),
and THE OTHER “LENDERS” WHICH ARE SIGNATORIES HERETO (KeyBank and such Lenders hereinafter referred to collectively
as the “Lenders”).
W I T N E S S E T H:
WHEREAS, Borrower,
Agent and certain of the Lenders entered into that certain Second Amended and Restated Credit Agreement dated as of April 8, 2022,
as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of July 26, 2022 (as varied,
extended, supplemented, consolidated, replaced, increased, renewed, modified or amended from time to time prior to the effectiveness of
this Amendment, the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by this Amendment is
referred to herein as the “Credit Agreement”); and
WHEREAS, Borrower,
Agent and the Lenders have agreed to make certain modifications to the terms of the Existing Credit Agreement subject to the execution
and delivery by the parties of this Amendment.
NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby covenant and
agree as follows:
1. Definitions.
All the terms used herein which are not otherwise defined herein shall have the meanings set forth in the Credit Agreement (as modified
and amended by this Amendment).
2. Modification
of the Credit Agreement. Borrower, the Lenders and Agent do hereby modify and amend the Existing Credit Agreement by deleting from
the Existing Credit Agreement the text that is shown as a deletion or strike-through in the form of the Credit Agreement attached hereto
as Exhibit “A” and made a part hereof (the “Revised Second Amended and Restated Credit Agreement”),
and by inserting in the Existing Credit Agreement the text shown as an insertion or underlined text in the Revised Second Amended and
Restated Credit Agreement, such that from and after the Effective Date (as hereinafter defined) the Credit Agreement is amended to read
as set forth in the Revised Second Amended and Restated Credit Agreement. Notwithstanding the foregoing, the calculation template attached
to the Compliance Certificate shall be the template attached to the Revised Second Amended and Restated Credit Agreement, regardless that
such template is not marked by deletion, strike-through, insertion or underline. From and after the Effective Date, for all purposes under
the Loan Documents, the Credit Agreement shall be the Revised Second Amended and Restated Credit Agreement.
3. Joinder.
Each of the Joining Subsidiary Guarantors (each, a “Joining Party”) hereby acknowledges, agrees and confirms that,
by its execution of this Amendment, such Joining Party hereby becomes a “Subsidiary Guarantor” and a “Guarantor”
under the Credit Agreement, the Guaranty, and the other Loan Documents with respect to all the Obligations of the Borrower now or hereafter
incurred under the Credit Agreement and the other Loan Documents, and a “Guarantor” under the Contribution Agreement. Each
Joining Party agrees that such Joining Party is and shall be bound by, and hereby assumes, all representations, warranties, covenants,
terms, conditions, duties and waivers applicable to a “Subsidiary Guarantor” and a “Guarantor” under the Credit
Agreement, the Guaranty, the other Loan Documents and the Contribution Agreement. Each Joining Party represents and warrants to Agent
that, as of the Effective Date (as defined below), except as disclosed in writing by such Joining Party to Agent on or prior to the date
hereof and approved by Agent in writing (which disclosures shall be deemed to amend the Schedules and other disclosures delivered as contemplated
in the Credit Agreement), the representations and warranties contained in the Credit Agreement and the other Loan Documents applicable
to a “Subsidiary Guarantor” or “Guarantor” are true and correct in all material respects as applied to such Joining
Party as a Subsidiary Guarantor and a Guarantor on and as of the Effective Date as though made on that date (although any representations
and warranties which expressly relate to a given date or period shall be required only to be true and correct in all material respects
as of the respective date or for the respective period, as the case may be). As of the Effective Date, all covenants and agreements in
the Loan Documents and the Contribution Agreement of the Guarantors apply to each Joining Party and no Default or Event of Default shall
exist or might exist upon the Effective Date in the event that each Joining Party becomes a Guarantor. Each Joining Party hereby agrees
that, as of the Effective Date, the Guaranty, and the Contribution Agreement heretofore delivered to Agent and the Lenders shall be a
joint and several obligation of such Joining Party to the same extent as if executed and delivered by such Joining Party, and upon request
by Agent, will promptly become a party to the Guaranty, and the Contribution Agreement to confirm such obligation.
4. Commitment
Increase; New Lenders.
(a) Borrower
and the Guarantors hereby acknowledge and agree that as of the Effective Date, the amount of each Lender’s Revolving Credit Commitment
shall be the amount set forth on Schedule 1.1 attached to the Revised Second Amended and Restated Credit Agreement (the amount
by which the Total Revolving Credit Commitment is being increased hereby being referred to herein as the “Commitment Increase”).
In connection with the Commitment Increase, each of (i) the existing Revolving Credit Lenders which are increasing their respective
Revolving Credit Commitment and (ii) Truist Bank (“New Lender”) shall be issued a new Revolving Credit Note in
the principal face amount of its Revolving Credit Commitment (collectively, the “New Revolving Credit Notes”), each
of which will be a “Revolving Credit Note” under the Credit Agreement, and each such increasing Revolving Credit Lender will
promptly after receipt of its New Revolving Credit Note return to Borrower its existing Revolving Credit Note marked “Replaced.”
(b) Borrower
and the Guarantors hereby acknowledge and agree that as of the Effective Date, the Swing Loan Commitment shall be increased from $50,000,000.00
to $75,000,000.00. In connection with the increase of the Swing Loan Commitment, KeyBank shall be issued a new Swing Loan Note in the
principal face amount of $75,000,000.00 (the “New Swing Loan Note”), and upon acceptance of the New Swing Loan Note
by KeyBank, (i) the New Swing Loan Note will be the “Swing Loan Note” under the Credit Agreement, and (ii) KeyBank
will promptly return to Borrower the existing Swing Loan Note in the principal face amount of $50,000,000.00 marked “Replaced”.
(c) By
its signature below, New Lender, subject to the terms and conditions hereof, hereby agrees to perform all obligations with respect to
its respective Commitment as if New Lender was an original Lender under and signatory to the Credit Agreement having a Commitment, as
set forth above, equal to its respective Commitment, which obligations shall include, but shall not be limited to, the obligation of New
Lender to make Loans to the Borrower with respect to its Revolving Credit Commitment as required under §2.1 of the Credit Agreement,
the obligation to pay amounts due in respect of the Swing Loans as set forth in §2.5 of the Credit Agreement, the obligation to pay
amounts due in respect of draws under Letters of Credit as required by §2.10 of the Credit Agreement, and in any case the obligation
to indemnify Agent as provided therein. New Lender makes and confirms to Agent and the other Lenders all of the representations, warranties
and covenants of a Lender under §14 and §18 of the Credit Agreement as of the date hereof. Further, New Lender acknowledges
that it has, independently and without reliance upon Agent, any Titled Agent (other than itself, if applicable), any other Lender or any
of their respective affiliates or subsidiaries and based on the financial statements supplied by the Borrower and such other documents
and information as it has deemed appropriate, made its own credit analysis and decision to become a Lender under the Credit Agreement.
New Lender also acknowledges that it will, independently and without reliance upon Agent, any Titled Agent (other than itself, if applicable)
or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit Agreement or any other Loan Documents or pursuant to any other obligation. Except
as expressly provided in the Credit Agreement, Agent shall have no duty or responsibility whatsoever, either initially or on a continuing
basis, to provide New Lender with any credit or other information with respect to the Borrower or the Guarantors or to notify New Lender
of any Default or Event of Default. New Lender has not relied on Agent, any Titled Agent (other than itself, if applicable), any other
Lender or any of their respective affiliates or subsidiaries as to any legal or factual matter in connection therewith or in connection
with the transactions contemplated thereunder. New Lender (i) represents and warrants that it is (1) legally authorized to,
and has the full power and authority to, enter into this agreement and perform its obligations hereunder and under the Credit Agreement
and the other Loan Documents, and (2) an “accredited investor” (as such term is used in Regulation D of the Securities
Act of 1933, as amended); (ii) confirms that it has received a copy of the Credit Agreement and all amendments thereto, together
with copies of the most recent financial statements delivered pursuant thereto and such other documents and information (including, without
limitation, the Loan Documents) as it has deemed appropriate to make its own credit analysis and decision to enter into this agreement
and become a party to the Credit Agreement; (iii) agrees that it has and will, independently and without reliance upon Agent, any
Titled Agent (other than itself, if applicable), any other Lender or any of their respective affiliates or subsidiaries and based upon
such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Loans,
the Loan Documents, the creditworthiness of the Borrower and the Guarantors and the value of the assets of the Borrower and the Guarantors,
and taking or not taking action under the Loan Documents; (iv) appoints and authorizes Agent to take such action as agent on its
behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents; (v) agrees that,
by this agreement, it has become a party to and shall be bound by the Credit Agreement and the other Loan Documents to which the other
Lenders are a party on the date hereof and will perform in accordance therewith all of the obligations which are required to be performed
by it as a Lender and as a party to the Credit Agreement and such other Loan Documents, and New Lender shall be entitled to all of the
rights, benefits and protections of a Lender under the Credit Agreement and the other Loan Documents; (vi) represents and warrants
that it does not control, is not controlled by, is not under common control with and is otherwise free from influence or control by, the
Borrower or any Guarantor and is not a Defaulting Lender or Affiliate of a Defaulting Lender; (vii) represents and warrants that
if it is not incorporated under the laws of the United States of America or any State, it has on or prior to the date hereof delivered
to the Borrower and Agent certification as to its exemption (or lack thereof) from deduction or withholding of any United States federal
income taxes; (viii) represents and warrants that it has a net worth or unfunded commitments as of the date hereof of not less than
$100,000,000.00 (and New Lender acknowledges and confirms that Borrower may rely on the representation contained in this clause (viii));
and (ix) represents and warrants that it is not a Competitor REIT. New Lender acknowledges and confirms that its address for notices
and its Applicable Lending Office for Loans as of the Effective Date are as set forth on Schedule 1.1 attached to the Revised Second
Amended and Restated Credit Agreement.
(d) On
the Effective Date, the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders
such that the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall be equal to such Revolving
Credit Lender’s Revolving Credit Commitment Percentage of the outstanding principal amount of all Revolving Credit Loans. The participation
interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. Each of those Revolving Credit
Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to Agent and the funds so advanced shall be
distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the
required reallocation of the outstanding Revolving Credit Loans.
(e) The
Guarantors acknowledge and agree that upon the effectiveness of the Commitment Increase, the New Revolving Credit Notes and the New Swing
Loan Note described in Paragraphs 4(a) and (b) above shall be, as provided in the Guaranty, included in the definition of “Note”
and be a part of the “Guaranteed Obligations” (as each such term is defined in the Guaranty) under the Guaranty.
5. References
to Loan Documents. All references in the Loan Documents to the Credit Agreement shall be deemed a reference to the Existing Credit
Agreement as modified and amended hereby.
6. Consent
and Acknowledgment of Borrower and Guarantors. By execution of this Amendment, the Guarantors hereby expressly consent to the modifications
and amendments relating to the Credit Agreement as set forth herein and any other agreements or instruments executed in connection herewith,
and Borrower and the Guarantors hereby acknowledge, represent and agree that (a) the Credit Agreement, as modified and amended herein,
and the other Loan Documents remains in full force and effect and constitutes the valid and legally binding obligation of Borrower and
the Guarantors, as applicable, enforceable against such Persons in accordance with their respective terms, (b) that the Guaranty
extends to and applies to the Credit Agreement as modified and amended herein, and (c) that the execution and delivery of this Amendment
and any other agreements or instruments executed in connection herewith does not constitute, and shall not be deemed to constitute, a
release, waiver or satisfaction of Borrower’s or any Guarantor’s obligations under the Loan Documents.
7. Representations
and Warranties. Borrower and the Guarantors represent and warrant to Agent and the Lenders as follows:
(a) Authorization.
The execution, delivery and performance of this Amendment and any other agreements or instruments executed in connection herewith and
the transactions contemplated hereby and thereby (i) are within the authority of Borrower and Guarantors, (ii) have been duly
authorized by all necessary proceedings on the part of the Borrower and Guarantors, (iii) do not and will not conflict with or result
in any breach or contravention of any provision of law, statute, rule or regulation to which Borrower or any Guarantor is subject
or any judgment, order, writ, injunction, license or permit applicable to Borrower or any Guarantor, (iv) do not and will not conflict
with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership
agreement, articles of incorporation or other charter documents or bylaws of, or any agreement or other instrument binding upon, Borrower
or any Guarantor or any of their respective properties, (v) do not and will not result in or require the imposition of any lien or
other encumbrance on any of the properties, assets or rights of Borrower or any Guarantor, other than those in favor of Agent, on behalf
of itself and the other Lenders, pursuant to the Loan Documents, and (vi) do not require the approval or consent of any Person other
than those already obtained and delivered to Agent.
(b) Enforceability.
This Amendment and any other agreements or instruments executed in connection herewith to which Borrower or any Guarantor is a party are
the valid and legally binding obligations of Borrower and Guarantors enforceable in accordance with the respective terms and provisions
hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting
generally the enforcement of creditors’ rights and the effect of general principles of equity.
(c) Governmental
Approvals. The execution, delivery and performance of this Amendment and any other agreements or instruments executed in connection
herewith and the transactions contemplated hereby and thereby do not require the approval or consent of, or any filing or registration
with, or the giving of any notice to, any court, department, board, governmental agency or authority other than those already obtained,
and filings after the date hereof of disclosures with the SEC, or as may be required hereafter with respect to tenant improvements, repairs
or other work with respect to any Real Estate.
(d) Reaffirmation
of Representations and Warranties. Each of the representations and warranties made by or on behalf of the Borrower, the Guarantors
or any of their respective Subsidiaries contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered
pursuant to or in connection with the Credit Agreement or this Amendment is true and correct in all material respects as of the date hereof,
with the same effect as if made at and as of the date hereof, except to the extent of changes resulting from transactions permitted by
the Loan Documents (it being understood and agreed that, with respect to any representation or warranty which by its terms is made as
of a specified date, such representation or warranty is reaffirmed hereby only as of such specified date). To the extent that any of the
representations and warranties contained in the Credit Agreement, any other Loan Document or in any document or instrument delivered pursuant
to or in connection with the Credit Agreement or this Amendment is qualified by “Material Adverse Effect” or any other materiality
qualifier, then the qualifier “in all material respects” contained in this Paragraph 7(d) shall not apply with respect
to any such representations and warranties.
8. No
Default. By execution hereof, the Borrower and the Guarantors certify that, immediately after giving effect to this Amendment, there
exists no Default or Event of Default as of the date of this Amendment.
9. Waiver
of Claims. Borrower and Guarantors acknowledge, represent and agree that none of such Persons has any defenses, setoffs, claims, counterclaims
or causes of action of any kind or nature whatsoever arising on or before the date hereof with respect to the Loan Documents, the administration
or funding of the Loan or the Letters of Credit or with respect to any acts or omissions of Agent or any Lender, or any past or present
officers, agents or employees of Agent or any Lender pursuant to or relating to the Loan Documents, and each of such Persons does hereby
expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims and causes of action arising on or before
the date hereof, if any.
10. Ratification.
Except as hereinabove set forth, all terms, covenants and provisions of the Credit Agreement remain unaltered and in full force and effect,
and the parties hereto do hereby expressly ratify and confirm the Credit Agreement as modified and amended herein. Nothing in this Amendment
or any other document delivered in connection herewith shall be deemed or construed to constitute, and there has not otherwise occurred,
a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other
obligations of Borrower and Guarantors under the Loan Documents.
11. Effective
Date. This Amendment shall be deemed effective and in full force and effect (the “Effective Date”) upon confirmation
by Agent of the satisfaction of the following conditions:
(a) the
execution and delivery of this Amendment by Borrower, Guarantors, Agent, each of the Lenders participating in the Commitment Increase
and the Majority Lenders;
(b) the
delivery to Agent of the originally executed New Revolving Credit Notes and the New Swing Loan Note;
(c) receipt
by Agent of evidence that the Borrower shall have paid all fees due and payable with respect to this Amendment and the Commitment Increase;
(d) the
consummation of the mergers and the other transactions contemplated by that certain Agreement and Plan of Merger, dated as of May 23,
2023, by and among REIT, Borrower, Osmosis Sub I, LLC, a Maryland limited liability company, Osmosis Sub II, LLC, a Delaware limited liability
company, The Necessity Retail REIT, Inc., a Maryland corporation (“RTL”), and The Necessity Retail REIT Operating
Partnership, L.P., a Delaware limited partnership (“RTL OP”) (together with any amendments or modifications thereto
as are reasonably acceptable to Agent);
(e) the
consummation of the Internalization (as defined in the Existing Credit Agreement) pursuant to that certain Internalization Agreement dated
as of May 23, 2023, by and among Advisor, REIT, Borrower, RTL, RTL OP and the other parties thereto (together with any amendments
or modifications thereto as are reasonably acceptable to Agent);
(f) receipt
by Agent of evidence of the payment in full of all amounts outstanding under, and the termination of all commitments under, that certain
Amended and Restated Credit Agreement, dated as of October 1, 2021, by and among RTL OP, RTL and the other guarantors party thereto,
BMO Harris Bank N.A., as administrative agent, and the other lender parties thereto (as from time to time amended, restated, amended and
restated, supplemented or otherwise modified prior to the Effective Date);
(g) delivery
to Agent of (i) an Unencumbered Pool Certificate and (ii) a Compliance Certificate evidencing compliance with the covenants
described in §9 of the Credit Agreement and the other covenants described in such Compliance Certificate (as such covenants have
been modified pursuant to this Amendment), calculated in good faith based on the pro forma consolidated financial statements of REIT for
the calendar quarter ended June 30, 2023;
(h) the
delivery to Agent of an opinion of counsel to the Borrower and the Guarantors addressed to Agent and the Lenders covering such matters
as Agent may reasonably request;
(i) receipt
by Agent of such other resolutions, certificates, documents, instruments and agreements as Agent may reasonably request; and
(j) the
Borrower shall have paid the reasonable fees and expenses of Agent in connection with this Amendment.
12. Amendment
as Loan Document. This Amendment shall constitute a Loan Document.
13. Counterparts.
This Amendment may be executed in any number of counterparts which shall together constitute but one and the same agreement.
14. MISCELLANEOUS.
THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their
respective permitted successors, successors-in-title and assigns as provided in the Credit Agreement.
15. Electronic
Signatures. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or as an attachment to an
electronic mail message in .pdf, .jpeg, .TIFF or similar electronic format shall be effective as delivery of a manually executed counterpart
of this Amendment for all purposes. The words “execution,” “signed,” “signature,” “delivery,”
and words of like import in or relating to this Amendment and any other Loan Document to be signed in connection with this Amendment,
the other Loan Documents and the transactions contemplated hereby and thereby shall be deemed to include Electronic Signatures, deliveries
or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as manually
executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and
as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that
nothing herein shall require Agent to accept electronic signatures in any form or format without its prior written consent. For the purposes
hereof, “Electronic Signatures” means an electronic sound, symbol, or process attached to, or associated with, a contract
or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record. Each of the parties hereto
represents and warrants to the other parties hereto that it has the corporate capacity and authority to execute this Amendment through
electronic means and there are no restrictions for doing so in that party’s constitutive documents. Without limiting the generality
of the foregoing, the Borrower hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout,
restructuring, enforcement of remedies, bankruptcy proceedings or litigation among any of Agent or the Lenders and any of the Borrower
or Guarantors, electronic images of this Agreement or any other Loan Document (in each case, including with respect to any signature pages thereto)
shall have the same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right
to contest the validity or enforceability of any Loan Document based solely on the lack of paper original copies of such Loan Document,
including with respect to any signature pages thereto.
[Signatures Begin On Next Page]
IN WITNESS WHEREOF,
the parties hereto have hereto set their hands and affixed their seals as of the day and year first above written.
|
BORROWER: |
|
|
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GLOBAL NET LEASE
OPERATING PARTNERSHIP, L.P., a Delaware limited partnership |
|
|
|
By: GLOBAL NET
LEASE, INC., a Maryland corporation, its general partner |
|
|
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By: |
/s/ Christopher Masterson |
|
Name: |
Christopher Masterson |
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Title: |
Chief Financial Officer, Treasurer and Secretary |
|
|
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REIT: |
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|
|
GLOBAL NET LEASE, INC., a Maryland corporation |
|
|
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By: |
/s/ Christopher Masterson |
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Name: |
Christopher Masterson |
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Title: |
Chief Financial Officer, Treasurer and Secretary |
|
|
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INTERNATIONAL
HOLDCO: |
|
|
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ARC
GLOBAL HOLDCO, LLC, a Delaware limited liability company |
|
|
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By: |
/s/ Michael Anderson |
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Name: |
Michael Anderson |
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Title: |
Authorized Signatory |
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|
|
GLOBAL
II HOLDCO: |
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|
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ARC
GLOBAL II HOLDCO, LLC, a Delaware
limited liability company |
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|
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By: |
/s/ Michael Anderson |
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Name: |
Michael Anderson |
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Title: |
Authorized Signatory |
|
|
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership, L.P.
Signature
Page to Second Amendment to Second Amended and Restated Credit Agreement
|
EXISTING SUBSIDIARY GUARANTORS: |
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|
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ARC GSFRNTN001, LLC, |
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ARC TFDPTIA001, LLC, |
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ARC NOWILND001, LLC, |
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ARC GSDVRDE001, LLC, |
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ARC GSGTNPA001, LLC, |
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ARC GSMSSTX001, LLC, |
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ARC GSDALTX001, LLC, |
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ARC NOPLNTX001, LLC, |
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ARC DRINDIN001, LLC, |
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ARC VALWDCO001, LLC, |
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ARC GBLMESA001, LLC, |
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ARC FEAMOTX001, LLC, |
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ARC FECPEMA001, LLC, |
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ARC WNBRNMO001, LLC, |
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ARC VCLIVMI001, LLC, |
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ARC CTFTMSC001, LLC, |
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ARC TFKMZMI001, LLC, |
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ARC SWWSVOH001, LLC, |
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ARC WMWSLNC001, LLC, |
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ARC SANPLFL001, LLC, |
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ARC FEWNAMN001, LLC, |
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ARC DG40PCK001, LLC, |
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ARC FEWTRNY001, LLC, |
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ARC KUSTHMI001, LLC, |
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ARC FELEXKY001, LLC, |
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ARC GECINOH001, LLC, and |
|
ARC DNDUBOH001, LLC, each a Delaware limited
liability company |
|
|
|
By: |
/s/ Michael Anderson |
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Name: |
Michael Anderson |
|
Title: |
Authorized Signatory |
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Omnibus Amendment to
Guaranty and Contribution Agreement
|
ARC OGHDGMD001,
LLC, |
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ARC FSMCHIL001, LLC, |
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ARC FEBILMA001, LLC, |
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ARC AMWCHKS001, LLC, |
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ARC FESALUT001, LLC, |
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ARC CGJNSMI001, LLC, |
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ARC CGFRSMI001, LLC, |
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ARC FEPIESD001, LLC, |
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ARC GSFFDME001, LLC, |
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ARC GSRNGME001, LLC, |
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ARC GSRPCSD001, LLC, |
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ARC TRLIVMI001, LLC, |
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ARC FEHBRKY001, LLC, |
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ARC CGMARSC001, LLC, |
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ARC CGLGNIN001, LLC, |
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ARC JTCHATN001, LLC, |
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ARC JTCHATN002, LLC, |
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ARC HLHSNTX001, LLC, |
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ARC FEMANMN001, LLC, |
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ARC GSRTNNM001, LLC, |
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ARG CBSKSMO001, LLC, |
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ARC ODVLONET001, LLC, |
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ARG VAGNVFL001, LLC, |
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ARG LSWYGMI001, LLC, |
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ARG LSCHIIL001, LLC, |
|
ARG LSCHIIL002, LLC,
and |
|
ARG LSCHIIL003, LLC,
each a Delaware limited liability company |
|
|
|
By: |
/s/ Michael Anderson |
|
Name: |
Michael Anderson |
|
Title: |
Authorized Signatory |
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Second Amendment to
Second Amended and Restated Credit Agreement
|
ARG CSBLVMI001, LLC, |
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ARG CSHMDIN001, LLC, |
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ARG CSLIVMI001, LLC, |
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ARG CSTWBOH001, LLC, |
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ARG CSWYGMI001, LLC, |
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ARG FCSTHMI001, LLC, |
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ARG DPSPNIA001, LLC, |
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ARC FEGBRNC001, LLC, |
|
ARG NIGTNMA001, LLC, |
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ARG LKCLLAL001, LLC, |
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ARG GASTNMI001, LLC, |
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ARG WGPTBPA001, LLC, |
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ARG VFKCYKS001, LLC, |
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ARG SNCSPCO001, LLC |
|
ARG CFSRSLB001, LLC, |
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ARG CFSRSLB002, LLC, |
|
ARG VSSRACA001, LLC, |
|
ARG VSSRACA002, LLC, |
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ARC WHAMSNE001, LLC, |
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ARG FRAHLMI001, LLC, |
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ARG PSBRDFL001, LLC, |
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ARG PSLKCLA001, LLC, |
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ARG PSGRLTX001, LLC, |
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ARG PSELPTX001, LLC, |
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ARG PSHCKNC001, LLC, |
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ARG PSIRVTX001, LLC, |
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ARG PSPRAIL001, LLC, |
|
ARG PSMSNTX001, LLC, and |
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ARG PSMRDMS001, LLC, |
|
each a Delaware limited liability company |
|
|
|
By: |
/s/ Michael Anderson |
|
Name: |
Michael Anderson |
|
Title: |
Authorized Signatory |
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Second Amendment to
Second Amended and Restated Credit Agreement
|
ARG NIFLNNH001, LLC, |
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ARG MT2PKSLB002, LLC, |
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ARG VSSRACA003, LLC, |
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ARG CSSTLMO001, LLC, |
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ARG FEBTHNB001, LLC, |
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ARG FELWDNB001, LLC, |
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ARG FEMTNNB001, LLC, |
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ARG KLSLBNC001, LLC, |
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ARG PSDANVA001, LLC, |
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ARG PSDEMIA001, LLC, |
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ARG PSERIPA001, LLC, |
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ARG PSYNSOH001, LLC, |
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ARG PSDAYOH001, LLC, |
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ARG PSLASNV001, LLC, |
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ARG NIFLNNH002, LLC, |
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ARG STELDCA001, LLC, |
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ARG STWINCT001, LLC, |
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ARG STKNCMO001, LLC, |
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ARG STFALNY001, LLC, |
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ARG KLSLBNC002, LLC, |
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ARG WPOTWOH001, LLC, |
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ARG WPCLDOH001, LLC, |
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ARG WPCLDOH002, LLC, |
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ARG WPMRNOH001, LLC, |
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ARG WPFNDOH001, LLC, |
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ARG WPCLVTN001, LLC, and |
|
ARG ZFFINOH001, LLC, |
|
each a Delaware limited liability company |
|
|
|
By: |
/s/ Michael Anderson |
|
Name: |
Michael Anderson |
|
Title: |
Authorized Signatory |
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Second Amendment to
Second Amended and Restated Credit Agreement
|
ARG FCDETMI001, LLC, |
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ARG SBPSLTX001, LLC, |
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ARG NIAMHNH001, LLC, |
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ARG WMBVLAR001, LLC, |
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ARG PPSPPTX001, LLC, |
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ARG PPSHLTX001, LLC, |
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ARG THDEXMI001, LLC, |
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ARG THAARMI001, LLC, |
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ARG THMISIN001, LLC, |
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ARG PRBRIMI001, LLC, |
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ARG PRBRIMI002, LLC, |
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ARG PRBRIMI003, LLC, |
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ARG PF4PCAN001 US, LLC, |
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ARG PFB4PCK001, LLC, |
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ARG NXHSNTX001, LLC, |
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ARC ACHNETH001, LLC, |
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ARG EMSPHIL001, LLC, |
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ARC TKMANUK001, LLC, |
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ARC NIGETMA001, LLC, |
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ARG BOOT8UK001, LLC, |
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ARG BOOT8UK002, LLC, |
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ARG BOOT8UK003, LLC, |
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ARG BOOT8UK004, LLC, |
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ARG BOOT8UK005, LLC, |
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ARG BOOT8UK006, LLC, |
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ARG BOOT8UK007, LLC, and |
|
ARG BOOT8UK008, LLC, |
|
each a Delaware limited liability company |
|
|
|
By: |
/s/ Michael Anderson |
|
Name: |
Michael Anderson |
|
Title: |
Authorized Signatory |
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Second Amendment to
Second Amended and Restated Credit Agreement
|
ARC RMNUSGER01, LLC, |
|
ARC OBMYNGER01, LLC, |
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ARC REXREGER01, LLC, |
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METHAGER01, LLC, |
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ARC HPDFS HOLDCO, LLC, |
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ARC MCCARUK001, LLC, |
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ARC WKBPLUK001, LLC, |
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ARC EEMTRUK001, LLC, |
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ARC TWSWDUK001, LLC, |
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ARC WKSOTUK001, LLC, |
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ARC NRSLDUK001, LLC, |
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ARC WKMCRUK001, LLC, |
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ARC PFBFDUK001, LLC, |
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ARC CCLTRUK001, LLC, |
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ARC ALSFDUK001, LLC, |
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ARC DFSMCUK001, LLC, |
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ARC AMWORUK001, LLC, |
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ARC MEROXUK001, LLC, |
|
ARC BKSCOUK001, LLC, |
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ARC SLKRFCP001, LLC, |
|
ARC FUMANUK001, LLC, |
|
ARC CABIRUK001, LLC, |
|
ARC IAREDUK001, LLC, and |
|
ARC HPNEWUK001, LLC, |
|
each a Delaware limited liability company |
|
|
|
By: |
/s/ Michael Anderson |
|
Name: |
Michael Anderson |
|
Title: |
Authorized Signatory |
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Second Amendment to
Second Amended and Restated Credit Agreement
|
ARG PF4PCAN001, ULC, |
|
an Alberta unlimited liability corporation |
|
|
|
By: |
/s/ Michael Anderson |
|
Name: |
Michael Anderson |
|
Title: |
Director |
|
|
|
ARC GLOBAL II S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 17, Boulevard F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des Sociétés) under number B 196327. |
|
|
|
By: |
/s/ James Nelson |
|
Name: |
James Nelson |
|
Title: |
Manager A |
|
|
|
ARC GLOBAL II (MIDCO) S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) , having its registered office at 17, Boulevard F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des Sociétés) under number B 201048. |
|
|
|
By: |
/s/ James Nelson |
|
Name: |
James Nelson |
|
Title: |
Manager A |
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Second Amendment to
Second Amended and Restated Credit Agreement
|
ARC GLOBAL II (FRANCE) HOLDINGS S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) , having its registered office at 17, Boulevard F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des Sociétés) under number B 190960. |
|
|
|
By: |
/s/ James Nelson |
|
Name: |
James Nelson |
|
Title: |
Manager A |
|
|
|
TYCO MANCHESTER S.À R.L. (formerly known as Crown Portfolio S.à r.l.), a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 17, Boulevard F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des Sociétés) under number B 199533. |
|
|
|
By: |
/s/ James Nelson |
|
Name: |
James Nelson |
|
Title: |
Manager A |
|
|
|
ARC GLOBAL II (MADRID) S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 17, Boulevard F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des Sociétés) under number B 247015. |
|
|
|
By: |
/s/ James Nelson |
|
Name: |
James Nelson |
|
Title: |
Manager A |
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Second Amendment to
Second Amended and Restated Credit Agreement
|
ARC GLOBAL II (GERMANY) HOLDINGS S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) , having its registered office at 17, Boulevard F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des Sociétés) under number B 197918. |
|
|
|
By: |
/s/ James Nelson |
|
Name: |
James Nelson |
|
Title: |
Manager A |
|
|
|
ARC GLOBAL II WEILBACH S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) , having its registered office at 17, Boulevard F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des Sociétés) under number B 199391. |
|
|
|
By: |
/s/ James Nelson |
|
Name: |
James Nelson |
|
Title: |
Manager A |
|
|
|
ARC GLOBAL II (UK) HOLDINGS S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) , having its registered office at 17, Boulevard F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des Sociétés) under number B 197949. |
|
|
|
By: |
/s/ James Nelson |
|
Name: |
James Nelson |
|
Title: |
Manager A |
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Second Amendment to
Second Amended and Restated Credit Agreement
|
ARC GLOBAL II FOSTER WHEELER S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) , having its registered office at 17, Boulevard F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des Sociétés) under number B 206523. |
|
|
|
By: |
/s/ James Nelson |
|
Name: |
James Nelson |
|
Title: |
Manager A |
|
|
|
ARC GLOBAL II NCR S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) , having its registered office at 17, Boulevard F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des Sociétés) under number B 204834. |
|
|
|
By: |
/s/ James Nelson |
|
Name: |
James Nelson |
|
Title: |
Manager A |
|
|
|
HC GLASGOW S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) , having its registered office at 17, Boulevard F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des Sociétés) under number B 199341. |
|
|
|
By: |
/s/ James Nelson |
|
Name: |
James Nelson |
|
Title: |
Manager A |
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Second Amendment to
Second Amended and Restated Credit Agreement
|
ARC GLOBAL II EUROPE HOLDING S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) , having its registered office at 17, Boulevard F.W Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des Sociétés) under number B 278689. |
|
|
|
By: |
/s/ James Nelson |
|
Name: |
James Nelson |
|
Title: |
Manager A |
|
|
|
ARG WPFBRIT001 S.R.L., an Italian società a responsabilità limitata |
|
|
|
By: |
/s/ Michael Anderson |
|
Name: |
Michael Anderson |
|
Title: |
Director |
|
|
|
ARC GLOBAL II (HOLDING), a French société civile immobilière |
|
|
|
By: |
/s/ Jacqui Shimmin |
|
Name: |
Jacqui Shimmin |
|
Title: |
Gérant (Manager) |
|
|
|
ARC GLOBAL II BORDEAUX, a French société civile immobilière |
|
|
|
By: |
/s/ Jacqui Shimmin |
|
Name: |
Jacqui Shimmin |
|
Title: |
Gérant (Manager) |
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Second Amendment to
Second Amended and Restated Credit Agreement
|
ARC GLOBAL II MARSEILLE, a French société civile immobilière |
|
|
|
By: |
/s/ Jacqui Shimmin |
|
Name: |
Jacqui Shimmin |
|
Title: |
Gérant (Manager) |
|
|
|
ARC GLOBAL II AMIENS, a French société civile immobilière |
|
|
|
By: |
/s/ Jacqui Shimmin |
|
Name: |
Jacqui Shimmin |
|
Title: |
Gérant (Manager) |
|
|
|
ARC GLOBAL II BLOIS, a French société civile immobilière |
|
|
|
By: |
/s/ Jacqui Shimmin |
|
Name: |
Jacqui Shimmin |
|
Title: |
Gérant (Manager) |
|
|
|
ARC GLOBAL II STRASBOURG, a French société civile immobilière |
|
|
|
By: |
/s/ Jacqui Shimmin |
|
Name: |
Jacqui Shimmin |
|
Title: |
Gérant (Manager) |
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Second Amendment to
Second Amended and Restated Credit Agreement
|
ARC GLOBAL II BREST, a French société civile immobilière |
|
|
|
By: |
/s/ Jacqui Shimmin |
|
Name: |
Jacqui Shimmin |
|
Title: |
Gérant (Manager) |
|
|
|
ARC GLOBAL (GUERNSEY) HOLDINGS LIMITED, a Guernsey company |
|
|
|
By: |
/s/ Gavin Farrell |
|
Name: |
Gavin Farrell |
|
Title: |
Director |
|
|
|
LPE LIMITED, a Guernsey company |
|
|
|
By: |
/s/ Gavin Farrell |
|
Name: |
Gavin Farrell |
|
Title: |
Director |
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Second Amendment to
Second Amended and Restated Credit Agreement
|
JOINING SUBSIDIARY GUARANTORS: |
|
|
|
OSMOSIS SUB I, LLC, a Maryland limited liability company |
|
|
|
By: Global Net Lease, Inc., a Maryland corporation, its Sole Member |
|
|
|
By: |
/s/ Michael Anderson |
|
Name: |
Michael Anderson |
|
Title: |
Authorized Signatory |
|
|
|
THE NECESSITY RETAIL REIT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership |
|
|
|
By: GNL Retail GP, LLC, a Delaware limited liability company, its General Partner |
|
|
|
By: |
/s/ Michael Anderson |
|
Name: |
Michael Anderson |
|
Title: |
Authorized Signatory |
|
|
|
GNL RETAIL GP, LLC, a Delaware limited liability company |
|
|
|
By: |
/s/ Michael Anderson |
|
Name: |
Michael Anderson |
|
Title: |
Authorized Signatory |
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Second Amendment to
Second Amended and Restated Credit Agreement
|
ARG DDFLTMI001, LLC, |
|
ARG FMDADAL001, LLC, |
|
ARG FMJCKAL001, LLC, |
|
ARG FMTALAL001, LLC, |
|
ARG FMPHIMS001, LLC, |
|
ARG FM16PCK001, LLC, |
|
ARG NCD5PCK001, LLC, |
|
ARG DG17PCK001, LLC, |
|
ARG PSFKNWI001, LLC, |
|
ARG ARDRDLA001, LLC, |
|
ARG AR16PCK001, LLC, |
|
ARG FG7PSLB001, LLC, |
|
ARG BJBTVNY001, LLC, |
|
ARG ASVALGA001, LLC, |
|
ARG WGHUNAL001, LLC, |
|
ARG IRL8SLB001, LLC, |
|
ARC MFTSEFL002, LLC, |
|
ARC MFMCDGA001, LLC, |
|
ARC MFHLDMI001, LLC, |
|
ARC MFSGWMI001, LLC, |
|
ARC MFAKNSC001, LLC, |
|
ARC JCWSTCO001, LLC, |
|
ARC CVDETMI001, LLC, |
|
ARC MFVALGA001, LLC, |
|
ARC MFMDNID001, LLC, |
|
ARC MFFNCAL001, LLC, and |
|
ARG KGOMHNE001, LLC, |
|
each a Delaware limited liability company |
|
|
|
By: |
/s/ Michael Anderson |
|
Name: |
Michael Anderson |
|
Title: |
Authorized Signatory |
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Second Amendment to
Second Amended and Restated Credit Agreement
|
ARG WO19PCK001, LLC, |
|
ARC DB5SAAB001, LLC, |
|
ARC DB5PROP001, LLC, |
|
ARC HR5STP3002, LLC, |
|
ARC HR5STP3001, LLC, |
|
ARC HR5STP1002, LLC, |
|
ARC HR5STP1001, LLC, |
|
ARC HR5STP2001, LLC, |
|
ARG DDHBLTX001, LLC, |
|
ARC TSKCYMO001, LLC, |
|
ARC SWWCHOH001, LLC, |
|
ARC PTSCHIL001, LLC, |
|
ARC NCCHRNC001, LLC, |
|
ARC SSSEBFL001, LLC, |
|
ARC SWWMGPA001, LLC, |
|
ARC SRTULOK001, LLC, |
|
ARC PSFKFKY001, LLC, |
|
ARC CLORLFL001, LLC, |
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ARC TMMONPA001, LLC, |
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ARC TCMESTX001, LLC, |
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ARC PRLAWKS001, LLC, |
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ARC BHTVCMI001, LLC, |
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ARC PCBIRAL001, LLC, |
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ARG ASSLDLA001, LLC, |
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ARG MPLTRAR001, LLC, and |
|
ARG FCSTANC001, LLC, |
|
each a Delaware limited liability company |
|
|
|
By: |
/s/ Michael Anderson |
|
Name: |
Michael Anderson |
|
Title: |
Authorized Signatory |
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Second Amendment to
Second Amended and Restated Credit Agreement
|
ARG UMMARIN001, LLC, |
|
ARG SCRIVFL001, LLC, |
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ARG PSSPASC001, LLC, |
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ARG CCALBNM001, LLC, |
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ARG BCBEAOH001, LLC, |
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ARG CCPLOWI001, LLC, |
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ARG DCDARIL001, LLC, |
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ARG WCSLNNC001, LLC, |
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ARG ASALBGA001, LLC, |
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ARG PSALBNM001, LLC, |
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ARG TCFLOKY001, LLC, |
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ARG ACHOUTX001, LLC, |
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ARG BCSPRMA001, LLC, |
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ARG SSSTRPA001, LLC, |
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ARG MFMUSMI001, LLC, |
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ARG SCSPFOH001, LLC, |
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ARG SPSPRIL001, LLC, |
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ARG SMSHPPA001, LLC, |
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ARG EWAUSGA001, LLC, |
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ARG CRHAGMD001, LLC, |
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ARG MCCOLIN001, LLC, and |
|
ARG LPLAFIN001, LLC, |
|
each a Delaware limited liability company |
|
|
|
By: |
/s/ Michael Anderson |
|
Name: |
Michael Anderson |
|
Title: |
Authorized Signatory |
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Second Amendment to
Second Amended and Restated Credit Agreement
|
ARG MHMORNC001, LLC, |
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ARG MMASHKY001, LLC, |
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ARG TSMTPSC001, LLC, |
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ARG PPMONLA001, LLC, |
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ARG PMPLAIL001, LLC, |
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ARG MKASHOH001, LLC, |
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ARG HBSTUMA001, LLC, |
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ARG RALLAFL001, LLC, |
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ARG DPOSHWI001, LLC, |
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ARG FSBROWI001, LLC, |
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ARG GFBOGKY001, LLC, |
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ARG SAABITX001, LLC, |
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ARG SBSALKS001, LLC, |
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ARG FGALPMI001, LLC, |
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ARG WCJACNC001, LLC, |
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ARG ECENIOK001, LLC, |
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ARG TTRALNC001, LLC, and |
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ARG PLSAJCA001, LLC, |
|
each a Delaware limited liability company |
|
|
|
By: |
/s/ Michael Anderson |
|
Name: |
Michael Anderson |
|
Title: |
Authorized Signatory |
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Second Amendment to
Second Amended and Restated Credit Agreement
|
LENDERS: |
|
|
|
KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Agent |
|
|
|
By: |
/s/ Sara Jo Smith |
|
Name: |
Sara Jo Smith |
|
Title: |
Senior Vice President |
|
|
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BMO HARRIS BANK, N.A. |
|
|
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By: |
/s/ Lloyd Baron |
|
Name: |
Lloyd Baron |
|
Title: |
Managing Director |
|
|
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TRUIST BANK |
|
|
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By: |
/s/ Ryan Almond |
|
Name: |
Ryan Almond |
|
Title: |
Director |
|
|
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CAPITAL ONE, NATIONAL ASSOCIATION |
|
|
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By: |
/s/ Dennis Haydel |
|
Name: |
Dennis Haydel |
|
Title: |
Vice President |
|
|
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CITIZENS BANK, N.A. |
|
|
|
By: |
/s/ Donald Woods |
|
Name: |
Donald Wood |
|
Title: |
SVP |
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Second Amendment to
Second Amended and Restated Credit Agreement
|
SUMITOMO MITSUI BANKING CORPORATION |
|
|
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By: |
/s/ Mary Harold |
|
Name: |
Mary Harold |
|
Title: |
Executive Director |
|
|
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MIZUHO BANK, LTD. |
|
|
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By: |
/s/ Donna DeMagistris |
|
Name: |
Donna DeMagistris |
|
Title: |
Executive Director |
|
|
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THE HUNTINGTON NATIONAL BANK |
|
|
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By: |
/s/ Erin L. Mahon |
|
Name: |
Erin L. Mahon |
|
Title: |
Assistant Vice President |
|
|
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SOCIÉTÉ GÉNÉRALE |
|
|
|
By: |
/s/ Kimberly Metzger |
|
Name: |
Kimberly Metzger |
|
Title: |
Director |
|
|
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BARCLAYS BANK PLC |
|
|
|
By: |
/s/ Charlene Saldanha |
|
Name: |
Charlene Saldanha |
|
Title: |
Vice President |
[Signatures Continue on Following Page]
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Second Amendment to
Second Amended and Restated Credit Agreement
|
SYNOVUS BANK |
|
|
|
By: |
/s/ Zachary Braun |
|
Name: |
Zachary Braun |
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Title: |
Corporate Banker |
|
|
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COMERICA BANK |
|
|
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By: |
/s/ Charles Weddell |
|
Name: |
Charles Weddell |
|
Title: |
Senior Vice President |
|
|
|
CREDIT SUISSE AG, NEW YORK BRANCH |
|
|
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By: |
/s/ Mikhail Faybusovich |
|
Name: |
Mikhail Faybusovich |
|
Title: |
Authorized Signatory |
|
|
|
By: |
/s/ John Basilici |
|
Name: |
John Basilici |
|
Title: |
Authorized Signatory |
KeyBank/Global Net Lease Operating Partnership,
L.P.
Signature Page to Second Amendment to
Second Amended and Restated Credit Agreement
EXHIBIT “A”
REVISED SECOND AMENDED AND RESTATED CREDIT AGREEMENT
[See Attached]
COMPOSITE COPY INCLUDING
FIRST AMENDMENT DATED AS OF JULY 26, 2022, AND
SECOND AMENDMENT DATED AS OF SEPTEMBER 12, 2023
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF APRIL 8, 2022
BY AND AMONG
GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P.,
as THE
Borrower,
KEYBANK NATIONAL ASSOCIATION,
THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT,
AND
OTHER LENDERS THAT MAY BECOME PARTIES TO THIS AGREEMENT,
KEYBANK NATIONAL ASSOCIATION,
AS THE AGENT,
BMO HARRIS BANK, N.A., TRUIST BANK, CAPITAL ONE,
NATIONAL ASSOCIATION,
CITIZENS BANK, N.A., MIZUHO BANK, LTD., THE HUNTINGTON
NATIONAL BANK,
AND SUMITOMO MITSUI BANKING CORPORATION,
AS CO-SYNDICATION AGENTS,
KEYBANC CAPITAL MARKETS INC., BMO CAPITAL MARKETS,
TRUIST SECURITIES INC., CAPITAL ONE, NATIONAL ASSOCIATION,
CITIZENS BANK, N.A., MIZUHO BANK, LTD.,
SUMITOMO MITSUI BANKING CORPORATION, AND
THE HUNTINGTON NATIONAL BANK,
AS JOINT LEAD ARRANGERS AND BOOK RUNNERS,
SUMITOMO MITSUI BANKING CORPORATION,
AS THE DOCUMENTATION AGENT
AND
SUMITOMO MITSUI BANKING CORPORATION AND SOCIÉTÉ
GÉNÉRALE,
AS THE SUSTAINABILITY AGENTS
COMPOSITE COPY INCLUDING
FIRST AMENDMENT DATED AS OF JULY 26, 2022, AND
SECOND AMENDMENT DATED AS OF SEPTEMBER 12, 2023
SECOND AMENDED
AND RESTATED CREDIT AGREEMENT
THIS
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made as of April 8, 2022, by and among
GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), KEYBANK NATIONAL
ASSOCIATION (“KeyBank”), the other lending institutions which are parties to this Agreement as “Lenders”,
and the other lending institutions that may become parties hereto as “Lenders” pursuant to §18 (together with KeyBank,
the “Lenders”), KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (the “Agent”), KEYBANC
CAPITAL MARKETS INC. (“KCM”), as a Joint Lead Arranger and Book Runner, CAPITAL ONE, NATIONAL ASSOCIATION (“CONA”),
as a Joint Lead Arranger and Book Runner and a Co-Syndication Agent, CITIZENS BANK, N.A. (“Citizens”), as a
Joint Lead Arranger and Book Runner and a Co-Syndication Agent, BMO CAPITAL MARKETS (“BCM”), as a Joint Lead
Arranger and Book Runner, BMO HARRIS BANK, N.A. (“BMO”), as a Co-Syndication Agent, MIZUHO BANK, LTD., (“Mizuho”),
as a Joint Lead Arranger and Book Runner and a Co-Syndication Agent, THE HUNTINGTON NATIONAL BANK, as a Joint Lead Arranger and
Book Runner and a Co-Syndication Agent (“Huntington”), SUMITOMO MITSUI BANKING CORPORATION (“SMBC”),
as a Joint Lead Arranger and Book Runner, a Co-Syndication Agent, a Sustainability Agent and as Documentation Agent, and SOCIÉTÉ
GÉNÉRALE (“SG”), as a Sustainability Agent.
R E C I T A
L S
WHEREAS,
the Borrower, KeyBank, individually and as administrative agent, and the other parties thereto have entered into that certain First Amended
and Restated Credit Agreement dated as of August 1, 2019, as amended by that certain First Amendment to Credit Agreement dated as of December
31, 2019, that certain Second Amendment to Credit Agreement dated as of December 3, 2021 and that certain Conforming Changes Amendment
effective as of January 1, 2022 (collectively, the “Existing Credit Agreement”);
WHEREAS,
the Borrower has requested that the Agent and the Lenders make certain modifications to the Existing Credit Agreement; and
WHEREAS,
the Borrower, the Agent and the Lenders desire to amend and restate the Existing Credit Agreement in its entirety.
NOW,
THEREFORE, in consideration of the recitals herein and mutual covenants and agreements contained herein, the parties hereto
hereby amend and restate the Existing Credit Agreement in its entirety and covenant and agree as follows:
§1.
DEFINITIONS AND RULES OF INTERPRETATION.
§1.1 Definitions.
The following terms shall have the meanings set forth in this §l or elsewhere in the provisions of this Agreement referred to below:
Additional
Commitment Request Notice. See §2.11(a).
Additional
Subsidiary Guarantor. Each additional Subsidiary of the REIT which becomes a Subsidiary Guarantor pursuant to §5.2.
Adjusted
Consolidated EBITDA. With respect to any period, the Consolidated EBITDA for such period less the amount equal to Capital
Reserves for such period.
Adjusted
CDOR Rate. With respect to any Term Benchmark Loans denominated in Canadian Dollars for any Interest Period, an interest rate
per annum equal to (a) the Canadian CDOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if
the Adjusted CDOR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes
of this Agreement.
Adjusted
EURIBOR Rate. With respect to any Term Benchmark Loans denominated in Euro for any Interest Period, an interest rate per annum
equal to (a) the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted EURIBOR
Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
Adjusted
RFR. (i) With respect to any RFR Loans denominated in Sterling, an interest rate per annum equal to (a) the RFR for Sterling,
plus (b) 0.0326%, (ii) with respect to any RFR Loans denominated in Swiss Francs, an interest rate per annum equal to (a) the RFR for
Swiss Francs, minus (b) 0.0571%, (iii) with respect to any RFR Loans denominated in Dollars, an interest rate per annum equal to (a) the
RFR for Dollars, plus (b) 0.10%, (iv) with respect to any RFR Loans denominated in Norwegian Krone, an interest rate per annum equal to
(a) the RFR for Norwegian Krone, plus (b) 0.2434%, and (v) with respect to any RFR Loans denominated in Swedish Krona, an interest rate
per annum equal to (a) the RFR for Swedish Krona, plus (b) 0.10244%; provided that if the Adjusted RFR as so determined would be less
than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
Adjusted
FFO. With respect to any fiscal quarter, the Funds from Operations of the REIT and its Subsidiaries for such fiscal quarter,
adjusted for the following items, as applicable, included in the determination of Net Income (or Loss) for such fiscal quarter (without
duplication of any adjustments included in Funds from Operations for such quarter): (i) acquisition fees and expenses; (ii) amounts relating
to amortization of above and below market leases and liabilities (which are adjusted in order to reflect such payments from a GAAP accrual
basis to a cash basis of disclosing the rent and lease payments); (iii) accretion of discounts and amortization of premiums on debt investments;
(iv) mark-to-market adjustments included in Net Income (or Loss); (v) non-recurring expenses; (vi) gains or losses included in Net Income
(or Loss) from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such
holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation
to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, determined in a manner
consistent with the Investment Program Association’s Guideline 2010-01 (it being understood that Adjusted FFO shall not include
an adjustment for amounts relating to deferred rent receivables), Supplemental Performance Measure for Publicly Registered, Non-Listed
REITs: Modified Funds from Operations, or the Practice Guideline, issued in November 2010; and (vii) other non-cash charges.
Adjusted
Term SOFR. For any Available Tenor and Interest Period with respect to a Term SOFR Loan, an interest rate per annum equal to
(a) Term SOFR for such Interest Period, plus (b) the applicable Term SOFR Index Adjustment; provided that if Adjusted Term SOFR as so
determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
Affected
Financial Institution. Any (a) EEA Financial Institution or (b) UK Financial Institution.
Affected
Lender. See §4.14.
Affiliate.
An Affiliate, as applied to any Person, shall mean any other Person directly or indirectly controlling, controlled by, or under common
control with, that Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”,
“controlled by” and “under common control with”), as applied to any Person, means (a) the possession, directly
or indirectly, of the power to vote twenty-five percent (25%) or more of the stock, shares, voting trust certificates, beneficial interest,
partnership interests, member interests or other interests having voting power for the election of directors of such Person or otherwise
to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or
by contract or otherwise, or (b) the ownership of (i) a general partnership interest or managing partnership interest, (ii) a
managing member’s, manager’s or director’s interest in a limited liability company or Approved Foreign Entity, or (iii) a
limited partnership interest or preferred stock (or other ownership interest) representing twenty-five percent (25%) or more of the outstanding
limited partnership interests, preferred stock or other ownership interests of such Person.
Agent.
KeyBank National Association, acting as administrative agent for the Lenders, and its successors and assigns.
Agent’s
Head Office. The Agent’s head office located at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other location
as the Agent may designate from time to time by notice to the Borrower and the Lenders.
Agent’s
Special Counsel. Dentons US LLP or such other counsel as selected by the Agent.
Agreed
Currencies. Dollars and each Alternative Currency.
Agreement.
This Second Amended and Restated Credit Agreement, including the Schedules and Exhibits hereto.
Agreement
Regarding Fees. See §4.2.
Alternate
Rate. For any day, for any Alternative Currency, the sum of (a) a rate per annum quoted or established as the “prime
rate” appearing on a nationally recognized screen (or if no such screen is available a similar rate quoted by a nationally recognized
bank) as determined by the Agent in its reasonable discretion based on market conditions, reflecting the cost to the Lenders of obtaining
funds in such Alternative Currency, plus (b) the Applicable Margin for Benchmark Loans; provided that if the Alternate Rate as so determined
would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement. When used in reference
to any Loan, “Alternate Rate” refers to whether such Loan is bearing interest at a rate determined by reference to the Alternate
Rate.
Alternate
Rate Loan. Any Loan bearing interest at a rate determined by reference to the Alternate Rate.
Alternative
Currency. At any time, any of Euro, Sterling, Canadian Dollar, Norwegian Krone, Swedish Krona and Swiss Francs, so long as,
in each such case, at such time (i) such Currency is dealt with in the relevant local market for obtaining quotations, (ii) such Currency
is readily available to all Lenders and freely transferable and convertible into Dollars, (iii) the Benchmark applicable to such Currency
hereunder can be calculated as provided in the definition thereof for such Currency for the applicable tenor selected by the Borrower
pursuant to and in accordance with the terms of this Agreement (as reasonably determined by the Agent), and (iv) no central bank or other
governmental authorization in the country of issue of such Currency is required to permit use of such Currency by any Lender for making
any Loan hereunder and/or to permit the Borrower to borrow and repay the principal thereof and to pay the interest thereon, unless such
authorization has been obtained and is in full force and effect.
Alternative
Currency Equivalent. At any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as reasonably determined by the Agent at such time on the basis of the Spot Rate (determined in respect of the most
recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.
Alternative
Currency Loan. A Revolving Credit Loan that is made in an Alternative Currency as requested in the applicable Loan Request.
Applicable
Capitalization Rate. For assets which are used primarily for industrial purposes, six and three-quarters percent (6.75%) (provided,
however, that for any such industrial assets occupied entirely by Investment Grade Tenants, the Applicable Capitalization Rate shall be
six and one half percent (6.5%)), and for all other assets, seven and one-half percent (7.5%).
Applicable
Law. Collectively, all international, non-U.S., Federal, state and local statutes, treaties, rules, guidelines, regulations,
ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by
any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders,
directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether
or not having the force of law.
Applicable
Lending Office. With respect to each Lender, the office designated by such Lender to the Agent as such Lender’s lending
office for all purposes of this Agreement. A Lender may have a different Applicable Lending Office for Base Rate Loans, Alternate Rate
Loans and Benchmark Loans.
Applicable
Margin.
(a) From
and after the date of this Agreement (and unless and until the REIT obtains an Investment Grade Rating from at least two (2) of the Rating
Agencies and elects to have the Applicable Margin determined pursuant to subparagraph (b) below), the Applicable Margin for Benchmark
Revolving Credit Loans, Benchmark Term Loans, Revolving Credit Base Rate Loans and Term Base Rate Loans shall be a percentage per annum
based on the ratio of the Consolidated Total Indebtedness to the Consolidated Total Asset Value as set forth below with respect to Benchmark
Revolving Credit Loans and Revolving Credit Base Rate Loans and as set forth in any Term Loan Commitment Amendment with respect to Benchmark
Term Loans and Term Base Rate Loans:
Pricing
Level | |
Ratio | |
Benchmark
Revolving
Credit
Loans | | |
Revolving
Credit
Base Rate Loans | |
Pricing Level 1 | |
Less than 40% | |
| 1.30 | % | |
| 0.30 | % |
Pricing Level 2 | |
Greater than or equal to 40% but less than 45% | |
| 1.45 | % | |
| 0.45 | % |
Pricing Level 3 | |
Greater than or equal to 45% but less than 50% | |
| 1.60 | % | |
| 0.60 | % |
Pricing Level 4 | |
Greater than or equal to 50% but less than 55% | |
| 1.75 | % | |
| 0.75 | % |
Pricing Level 5 | |
Greater than or equal to 55% | |
| 1.90 | % | |
| 0.90 | % |
The Applicable Margin as of
the Second Amendment Date shall be at Pricing Level [__]. The Applicable Margin shall not be adjusted based upon such ratio, if at all,
until the first day of the first month following the delivery by the Borrower to the Agent of the Compliance Certificate after the end
of a calendar quarter. In the event that the Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before
the date required by §7.4(c), then, without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable
Margin shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Majority
Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first day of the first month following receipt of such
Compliance Certificate.
In the event that the Agent,
REIT or the Borrower in good faith determines that any financial statements previously delivered were incorrect or inaccurate (regardless
of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would
have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable
Margin applied for such Applicable Period, then (a) the Borrower shall as soon as practicable deliver to the Agent the corrected financial
statements for such Applicable Period, (b) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable
Margin were applicable for such Applicable Period, and (c) the Borrower shall within three (3) Business Days of demand thereof by the
Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period,
which payment shall be promptly applied by the Agent in accordance with this Agreement.
(b) From
and after the time that Agent receives written notice from REIT or Borrower that REIT has first obtained an Investment Grade Rating from
at least two (2) of the Rating Agencies and that REIT elects to use such Credit Rating as the basis for the Applicable Margin, the Applicable
Margin for Benchmark Revolving Credit Loans, Benchmark Term Loans, Revolving Credit Base Rate Loans and Term Base Rate Loans shall mean,
as of any date of determination, a percentage per annum determined by reference to the Credit Rating Level as set forth below with respect
to Benchmark Revolving Credit Loans and Revolving Credit Base Rate Loans and as set forth in any Term Loan Commitment Amendment with respect
to Benchmark Term Loans and Term Base Rate Loans (provided that any accrued interest payable at the Applicable Margin determined by reference
to the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value shall be payable as provided in §2.6):
Pricing
Level | |
Credit Rating
Level | |
Benchmark
Revolving
Credit Loans | | |
Revolving
Credit Base
Rate Loans | |
I | |
Credit Rating Level 1 | |
| 0.725 | % | |
| 0.00 | % |
II | |
Credit Rating Level 2 | |
| 0.775 | % | |
| 0.00 | % |
III | |
Credit Rating Level 3 | |
| 0.850 | % | |
| 0.00 | % |
IV | |
Credit Rating Level 4 | |
| 1.050 | % | |
| 0.05 | % |
V | |
Credit Rating Level 5 | |
| 1.400 | % | |
| 0.40 | % |
At such time as this subparagraph
(b) is applicable, the Applicable Margin for each Base Rate Loan shall be determined by reference to the Credit Rating Level in effect
from time to time, and the Applicable Margin for any Interest Period for all Benchmark Loans comprising part of the same borrowing shall
be determined by reference to the Credit Rating Level in effect on the first day of such Interest Period; provided, however that
no change in the Applicable Margin resulting from the application of the Credit Rating Levels or a change in the Credit Rating Level shall
be effective until three (3) Business Days after the date on which the Agent receives written notice of the application of the Credit
Rating Levels or a change in such Credit Rating Level. From and after the first time that the Applicable Margin is based on REIT’s
Credit Rating, the Applicable Margin shall no longer be calculated by reference to the ratio of Consolidated Total Indebtedness to Consolidated
Total Asset Value.
Applicable
Time. With respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for
such Alternative Currency as may be determined by the Agent to be necessary for timely settlement on the relevant date in accordance with
normal banking procedures in the place of payment.
Approved
Foreign Country. Austria, Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands,
Norway, Spain, Sweden, Switzerland, the United Kingdom (including the island of Guernsey) and any other country approved by the Majority
Lenders.
Approved
Foreign Entity. A société à responsabilité limitée (SARL) organized under the laws of Luxembourg,
a Société Civile Immobilière (SCI) organized under the laws of France, a mutual real estate company (MREC) organized
under the laws of Finland, an unlimited liability company organized under the laws of a province of Canada (ULC), a società a responsabilità
limitata organized under the laws of Italy (SRL), or, subject to the prior written consent of Agent (which may be withheld in Agent’s
sole discretion), any other business entity organized under the laws of any jurisdiction.
Arrangers.
KCM, CONA, Citizens, BCM, Mizuho, SMBC and Huntington.
Assignment
and Acceptance Agreement. See §18.1.
Automatic
Alternative Currency Conversion Date. Any date on which the Automatic Alternative Currency Conversion Trigger shall have occurred.
Automatic
Alternative Currency Conversion Trigger. Either (a) the occurrence of an Event of Default under §12.1(g), (h), or (i),
or (b) any of the Commitments shall have been terminated prior to the Revolving Credit Maturity Date or the Term Loan Maturity Date, as
applicable, and/or the Loans shall have been declared immediately due and payable, in either case pursuant to §12.
Authorized
Officer. Any of the following persons: James L. Nelson and Christopher J. Masterson; and such other Persons as the Borrower
shall designate in a written notice to the Agent.
Available
Tenor. As of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current
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 (y) 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 pursuant to this Agreement, 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 §4.16(d).
Bail-In
Action. 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. (a) With respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law 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).
Balance
Sheet Date. December 31, 2021.
Bankruptcy
Code. Title 11, U.S.C.A., as amended from time to time or any successor statute thereto.
Base
Rate. The greatest of (a) the fluctuating annual rate of interest announced from time to time by the Agent at the Agent’s
Head Office as its “prime rate”, (b) one half of one percent (0.5%) above the Federal Funds Effective Rate or (c) Adjusted
Term SOFR in effect on such day (or if such day is not a Business Day, the immediately preceding Business Day) for a one month interest
period plus one percent (1.0%) per annum. Any change in the rate of interest payable hereunder resulting from a change in the Base Rate
shall become effective as of 12:01 a.m. on the Business Day on which such change in the Base Rate becomes effective, without notice or
demand of any kind. The Base Rate is a reference rate used by the Lender acting as the Agent in determining interest rates on certain
loans and is not intended to be the lowest rate of interest charged by the Lender acting as the Agent or any other Lender on any extension
of credit to any debtor.
Base
Rate Loans. Collectively, (a) the Revolving Credit Base Rate Loans, (b) the Term Base Rate Loans, and (c) the Swing Loans,
each of which bear interest calculated by reference to the Base Rate.
BCM.
As defined in the preamble hereto.
Benchmark.
Initially, with respect to any (i) RFR Loan in any Agreed Currency, the applicable Relevant Rate for such Agreed Currency or (ii) Term
Benchmark Loan, the Relevant Rate for such Agreed Currency; provided that if a Benchmark Transition Event has occurred with respect to
the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then “Benchmark” means the applicable
Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to §4.16. Any
reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.
Benchmark
Loans. Collectively, (a) the Benchmark Revolving Credit Loans, and the (b) the Benchmark Term Loans, each of which bear interest
calculated by reference to a Benchmark.
Benchmark
Replacement. With respect to any Benchmark Transition Event for any Available Tenor for the then-current Benchmark for Loans
denominated in any applicable Currency, the sum of: (i) the alternate benchmark rate that has been selected by the Agent as the replacement
for such Benchmark giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for
determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark
rate as a replacement for such Benchmark for syndicated credit facilities denominated in the applicable Currency at such time and (ii)
the related Benchmark Replacement Adjustment, if any; provided that, if such 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 Document.
Benchmark
Replacement Adjustment. With respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement
for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment,
or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), if any, that has
been selected by the Agent 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 syndicated credit facilities denominated in the applicable Currency at such time.
Benchmark
Replacement Date. The earlier to occur of the following events with respect to any 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 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 of such Benchmark (or such component
thereof) continues to be provided on such date.
For the avoidance of doubt,
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
Revolving Credit Loans. Revolving Credit Loans bearing interest calculated by reference to a Benchmark.
Benchmark
Term Loans. Term Loans bearing interest calculated by reference to a Benchmark.
Benchmark
Transition Event. With respect to any then-current Benchmark, the occurrence of one or more of the following events with respect
to such 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 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 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 Federal Reserve Board, 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 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 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 of such Benchmark
(or such component thereof); or
(c) 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) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing
that all Available Tenors 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,
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. With respect to any Benchmark, in the case of a Benchmark Transition Event, the earlier of (i) the applicable
Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective
event, the ninetieth (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 ninety (90) days after such statement or publication, the date of such
statement or publication).
Benchmark
Unavailability Period. With respect to any then-current Benchmark for any Currency, the period (if any) (i) 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 §4.16 and (ii) ending at the time that a
Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with §4.16.
Beneficial
Ownership Certification. As to the Borrower, a certification regarding beneficial ownership as required by the Beneficial Ownership
Regulation which is otherwise in form and substance reasonably satisfactory to the Agent or any Lender requesting the same.
Beneficial
Ownership Regulation. 31 C.F.R. § 1010.230.
BHC
Act Affiliate. With respect to any Person, means an “affiliate” (as such term is defined under, and interpreted
in accordance with, 12 U.S.C. 1841(k)) of such Person.
BMO.
As defined in the preamble hereto.
Borrower.
As defined in the preamble hereto.
Breakage
Costs. The actual cost incurred (or reasonably expected to be incurred) by any Lender, including, without limitation, actual
costs incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Benchmark Loans,
(a) with respect to Loans that are not RFR Loans, as a result of (i) the payment of any principal of any Term Benchmark Loan other than
on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment
of such Loans), (ii) the conversion of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto, (iii)
the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice is revoked in accordance therewith), (iv) the assignment of any Term Benchmark Loan other than on the
last day of the Interest Period applicable thereto as a result of a request by the Borrower in accordance herewith or (v) the failure
by the Borrower to make any payment of any Loan or drawing under any Letter of Credit (or interest due thereof) denominated in an Alternative
Currency on its scheduled due date or any payment thereof in a different currency, and (b) with respect to RFR Loans, as a result of (i)
the payment of any principal of any RFR Loan other than on the Interest Payment Date applicable thereto (including as a result of an Event
of Default or an optional or mandatory prepayment of such Loans), (ii) the failure to borrow, convert, continue or prepay any RFR Loan
on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is revoked in accordance therewith),
(iii) the assignment of any RFR Loan other than on the Interest Payment Date applicable thereto as a result of a request by the Borrower
in accordance herewith or (iv) the failure by the Borrower to make any payment of any Loan or drawing under any Letter of Credit (or interest
due thereof) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency.
Business
Day. Any day (other than a Saturday or a Sunday) on which banking institutions located in the same city and State as the Agent’s
Head Office are located are open for the transaction of banking business; provided that, (a) in relation to Loans denominated in Sterling,
a day (other than a Saturday or a Sunday) which is also a day on which banks are open for business in London, (b) in relation to Loans
denominated in Euro and in relation to the calculation or computation of EURIBOR, a day which is also a TARGET Day and (c) in relation
to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings
in the applicable Agreed Currency of such RFR Loan, a day that is also an RFR Business Day.
Canadian
CDOR Rate. For any Interest Period with respect to Term Benchmark Loans denominated in Canadian Dollars, the rate determined
by the Agent by reference to the average rate quoted on the Reuters Monitor Screen (Page CDOR, or such other Page as may replace such
Page on such Screen for the purpose of displaying Canadian interbank bid rates for Canadian Dollar bankers’ acceptances) applicable
to Canadian Dollars bankers’ acceptances with a term comparable to such Interest Period as of 10:00 a.m. (Toronto, Canada time)
on the first day of such Interest Period (or, if such first day is not a Business Day, then at 10:00 a.m. Toronto, Canada time on the
immediately preceding Business Day), adjusted for reserves and taxes if required by future regulations. If for any reason the Reuters
Monitor Screen rates are unavailable, the Canadian CDOR Rate, in respect of any Interest Period applicable to a Term Benchmark Loan, shall
be determined from such financial reporting service as the Agent shall reasonably determine as of 10:00 a.m. (Toronto, Canada time) on
the first day of such Interest Period (or, if such first day is not a Business Day, then at 10:00 a.m. Toronto, Canada time on the immediately
preceding Business Day) and reported to the Borrower from time to time. In no event shall the Canadian CDOR Rate be less than zero.
Canadian
Dollar or CAD. The lawful currency of Canada.
Capital
Reserve. For any period and with respect to any Real Estate for which the Borrower or any Subsidiary of Borrower is obligated
by a Lease or any other agreement to make any capital expenditures (i.e., such Real Estate is not one hundred percent (100%) leased pursuant
to an absolute triple net lease), an amount equal to (i)(a) the aggregate square footage of all completed space of such Property, multiplied
by (b) $0.15; multiplied by (ii) the number of days in such period divided by three hundred sixty-five (365).
Capitalized
Lease. Subject to §1.2(l), a lease under which the discounted future rental payment obligations of the lessee or the obligor
are required to be capitalized on the balance sheet of such Person in accordance with GAAP.
Capitalized
Value. For any applicable Real Estate as of any date of determination, an amount equal to (a) the Net Operating Income for
such Real Estate for the most recently completed full fiscal quarter annualized, divided by (b) the Applicable Capitalization Rate.
Cash
Equivalents. As of any date, (a) securities issued or directly and fully guaranteed or insured by the United States government
or any agency or instrumentality thereof having maturities of not more than one year from such date, (b) time deposits and certificates
of deposits having maturities of not more than one (1) year from such date and issued by any domestic commercial bank having (i) senior
long term unsecured debt rated at least A or the equivalent thereof by S&P or A2 or the equivalent thereof by Moody’s and (ii) capital
and surplus in excess of $100,000,000.00, (c) commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or
the equivalent thereof by Moody’s and in either case maturing within one hundred twenty (120) days from such date, and (d) shares
of any money market mutual fund rated at least AAA or the equivalent thereof by S&P or at least Aaa or the equivalent thereof by Moody’s.
CERCLA.
The federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended from time to time, and regulations
promulgated thereunder.
Change
of Control. A Change of Control shall exist upon the occurrence of any of the following:
(a) any
Person (including a Person’s Affiliates and associates) or group (as that term is understood under Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder) shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a percentage (based on voting power, in the event different
classes of stock or interests shall have different voting powers) of the voting stock or voting interests of REIT greater than thirty
percent (30.0%);
(b) as of any date a majority of the Board of Directors or Trustees or similar body (the “Board”) of REIT or the
Borrower consists of individuals who were not either (i) directors or trustees of REIT or the Borrower as of the corresponding date of
the previous year, or (ii) selected or nominated to become directors or trustees by the Board of REIT or the Borrower of which a majority
consisted of individuals described in clause (i) above, or (iii) selected or nominated to become directors or trustees by the Board of
REIT or the Borrower, which majority consisted of individuals described in clause (i) above and individuals described in clause (ii) above;
(c) REIT
fails to own, directly or indirectly, at least fifty-one percent (51%) of the economic, voting and beneficial interest of the Borrower,
or fails to own any of its interest in Borrower free and clear of any lien, encumbrance or other adverse claim;
(d) REIT fails to control the Borrower;
(e) (i) REIT fails to own, directly or indirectly, free of any lien, encumbrance or other adverse claim, at least one hundred percent
(100%) of the economic, voting and beneficial interest of each Subsidiary Guarantor, and (ii) the Borrower fails to own, directly or indirectly,
free of any lien, encumbrance or other adverse claim, at least one hundred percent (100%) of the economic, voting and beneficial interest
of each Unencumbered Property Subsidiary; or
(f) at any time any of Christopher J. Masterson, James L. Nelson, Edward M. Weil, Lisa Kabnick, Edward G. Rendell, Stanley Perla, M.
Therese Antone, Abby M. Wenzel, P. Sue Perrotty, or Leslie Michelson shall die or become disabled or otherwise cease to be active on a
daily basis in the management of the REIT or serve as board members of the REIT, and such event results in fewer than three (3) of such
individuals, being active on a daily basis in the management of the REIT or serving as board members of the REIT; provided that if fewer
than three (3) of such individuals shall continue to be active on a daily basis in the management of the REIT or serve as board members
of the REIT, it shall not be a “Change of Control” if a replacement executive or director as determined in the reasonable
discretion of the Board of REIT shall have been retained on or prior to the later of (i) the date that is six (6) months following such
event and (ii) the subsequent annual meeting of the Board of REIT following such event, such that there are not fewer than three (3) of
such individuals active in the daily management of REIT or serving as board members of the REIT.
Citizens.
As defined in the preamble hereto.
Closing
Date. The date of this Agreement.
Code.
The Internal Revenue Code of 1986, as amended, and all regulations and formal guidance issued thereunder.
Collateral
Account. A special deposit account established by the Agent pursuant to §12.6 and under its sole dominion and control.
CME.
CME Group Benchmark Administration Ltd.
Commitment.
With respect to each Lender, the aggregate of (a) the Revolving Credit Commitment of such Lender, and (b) the Term Loan Commitment of
such Lender.
Commitment
Increase. An increase in the Total Revolving Credit Commitment and/or the Total Term Loan Commitment pursuant to §2.11.
Commitment
Increase Date. See §2.11(a).
Commitment
Percentage. With respect to each Lender, the percentage set forth on Schedule 1.1 hereto as such Lender’s percentage
of the Total Commitment, as the same may be changed from time to time in accordance with the terms of this Agreement; provided
that if the Revolving Credit Commitments of the Lenders have been terminated as provided in §12.3 of this Agreement, then the Revolving
Credit Commitment of each Lender shall be determined based on the Commitment Percentage of such Lender immediately prior to such termination
and after giving effect to any subsequent assignments made pursuant to the terms hereof; provided, further, that with respect
to any class of Term Loans, upon the funding of the Commitments of such class of Term Loans, the Commitment Percentage of such Term Loans
with respect to each Lender shall be the percentage that each Lender’s aggregate Outstanding Term Loans of such class represent
with respect to the aggregate Outstanding Term Loans of such class.
Commodity
Exchange Act. The Commodity Exchange Act (7 U.S.C. §1 et seq.), as amended from time to time, and any successor statute.
Communications.
See §7.4.
Competitor
REIT. See §18.1.
Compliance
Certificate. See §7.4(c).
CONA.
As defined in the preamble hereto.
Conforming
Changes. With respect to either the use or administration of any Benchmark, or the use, administration, adoption or implementation
of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate
Rate”, the definition of “Base Rate,” the definition of “Business Day,” the definition of “RFR 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 breakage provisions, and other technical, administrative or operational matters)
that the 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 Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion
of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of
such rate exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration
of this Agreement and the other Loan Documents).
Connection
Income Taxes. Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.
Consolidated.
With reference to any term defined herein, that term as applied to the accounts of a Person and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP.
Consolidated
EBITDA. With respect to any period, an amount equal to the EBITDA of REIT and its Subsidiaries for such period determined on
a Consolidated basis.
Consolidated
Fixed Charges. With respect to any period, the sum, without duplication, of (a) Interest Expense of REIT and its Subsidiaries
determined on a Consolidated basis in accordance with GAAP for such period, minus (x) amortization or write-off of debt
issuance costs, commissions and defeasance charges and (y) amortization of intangibles pursuant to FASB ASC 805, plus (b)
all regularly-scheduled principal payments paid with respect to Indebtedness of REIT and its Subsidiaries during such period, other than
any balloon, bullet or similar principal payment which repays or defeases such Indebtedness in full and any related defeasance premiums,
plus (c) all Preferred Distributions paid or accrued during such period. Such Person’s Equity Percentage in the fixed
charges referred to in clauses (b) and (c) above of its Unconsolidated Affiliates shall be included in the determination of Consolidated
Fixed Charges.
Consolidated
Tangible Net Worth. As of any date of determination, the stockholders’ equity of the REIT and its Subsidiaries on a Consolidated
basis, plus accumulated depreciation and amortization, minus (to the extent included when determining stockholders’ equity): (a)
the amount of any write-up in the book value of any assets reflected in any balance sheet resulting from revaluation thereof or any write-up
in excess of the cost of such assets acquired, and (b) the aggregate of all amounts appearing on the assets side of any such balance sheet
for franchises, licenses, permits, patents, patent applications, copyrights, trademarks, service marks, trade names, goodwill, treasury
stock, experimental or organizational expenses and other like assets which would be classified as intangible assets under GAAP (excluding
amortization in respect of acquired intangible lease assets), all determined on a Consolidated basis.
Consolidated
Total Asset Value. As of any date of determination, on a Consolidated basis for the REIT and its Subsidiaries in accordance
with GAAP applied on a consistent basis, the sum (without duplication) of all of the following:
(a)
with respect to Real Estate owned by REIT and its Subsidiaries (other than Real Estate included under clause (c) below) for four
(4) full fiscal quarters or more, an amount equal to the Capitalized Value of all such Real Estate; plus
(b)
with respect to Real Estate owned by REIT and its Subsidiaries for less than four (4) full fiscal quarters (other than Real Estate
included under clause (c) below), the purchase price (converted to Dollars as of the date of acquisition of such Real Estate, if necessary)
paid by REIT or any of its Subsidiaries for such Real Estate exclusive of (i) closing and other transaction costs to the extent not capitalized
under FASB ASC 805 and (ii) any amounts paid to REIT or such Subsidiary as a purchase price adjustment, or any amounts held in escrow,
to be retained as a contingency reserve, or held pursuant to other similar arrangements in connection with such acquisition; provided,
that Borrower may elect by providing written notice to Agent to have any such Real Estate valued pursuant to clause (a) above; plus
(c)
the book value determined in accordance with GAAP of all Development Properties and Land Assets owned by REIT and its Subsidiaries,
plus
(d)
the book value determined in accordance with GAAP of all Mortgage Note Receivables, and investments in Equity Interests of other
Persons, including common shares, preferred shares and mutual funds, plus
(e) the
aggregate amount of all Unrestricted Cash and Cash Equivalents of REIT and its Subsidiaries as of the date of determination, plus
(f)
the value of other short term liquid investments approved by the Agent to be included in the calculation of Consolidated Total
Asset Value, and valued in a manner consistent with GAAP with such adjustments as reasonably required by Agent.
Consolidated Total Asset Value
will be adjusted, as appropriate, for acquisitions, dispositions and other changes to the portfolio during the calendar quarter most recently
ended prior to a date of determination. All income, expense and value associated with assets included in Consolidated Total Asset Value
disposed of during the calendar quarter period most recently ended prior to a date of determination will be eliminated from calculations.
Consolidated Total Asset Value will be adjusted to include an amount equal to REIT or any of its Subsidiaries’ pro rata share (based
upon the greater of such Person’s Equity Percentage in such Unconsolidated Affiliate or such Person’s pro rata liability for
the Indebtedness of such Unconsolidated Affiliate) of the Consolidated Total Asset Value attributable to any of the items listed above
in this definition owned by such Unconsolidated Affiliate (other than items described in clause (e)).
Consolidated
Total Indebtedness. On any date of determination, all Indebtedness of REIT and its Subsidiaries determined on a Consolidated
basis and including (without duplication) such Persons’ Equity Percentage of the Indebtedness of its Unconsolidated Affiliates.
Consolidated
Total Secured Indebtedness. On any date of determination, all Secured Indebtedness of REIT and its Subsidiaries determined
on a Consolidated basis and including (without duplication) such Persons’ Equity Percentage of the Secured Indebtedness of its Unconsolidated
Affiliates.
Consolidated
Total Secured Recourse Indebtedness. On any date of determination, all Secured Recourse Indebtedness of REIT and its Subsidiaries
determined on a Consolidated basis and including (without duplication) such Persons’ Equity Percentage of the Secured Recourse Indebtedness
of its Unconsolidated Affiliates.
Consolidated
Total Unsecured Indebtedness. On any date of determination, all Unsecured Indebtedness of REIT and its Subsidiaries
determined on a Consolidated basis and including (without duplication) such Persons’ Equity Percentage of the Unsecured Indebtedness
of its Unconsolidated Affiliates.
Contribution
Agreement. The First Amended and Restated Contribution Agreement dated as of August 1, 2019 among the Borrower, REIT and each
Subsidiary Guarantor which may hereafter become a party thereto, as the same has been and may be further modified, amended or ratified
from time to time.
Conversion/Continuation
Request. A written notice given by the Borrower to the Agent of its election to convert or continue a Loan in accordance with
§4.1, which notice shall specify (A) the Loan (or portion thereof) to be continued or converted, including the Agreed Currency applicable
to such Loan, (B) the requested effective date of the continuation or conversion (which shall be a Business Day), (C) whether the resulting
Loan is to be a Base Rate Loan (in the case of borrowings denominated in Dollars) or a Term Benchmark Loan or a RFR Loan, and (D) in the
case of a continuation or conversion resulting in a Term Benchmark Loan, the Interest Period applicable thereto.
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.
Covered
Entity. 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).
Covered
Party. See §39.
Credit
Rating. As of any date of determination, except as hereinafter provided in this definition, the highest of the credit ratings
(or their equivalents) then assigned to REIT’s long-term senior unsecured non-credit enhanced debt by any of the Rating Agencies.
A credit rating of BBB- from S&P or Fitch is equivalent to a credit rating of Baa3 from Moody’s and vice versa. A credit rating
of BBB from S&P or Fitch is equivalent to a credit rating of Baa2 from Moody’s and vice versa. A credit rating of BBB+ from
S&P or Fitch is equivalent to a credit rating of Baa1 by Moody’s and vice versa. It is the intention of the parties that REIT
shall obtain a credit rating from at least two (2) Rating Agencies in order for Borrower to be entitled to the benefit of the Credit Rating
Level for such credit rating. If the credit ratings obtained by REIT are not equivalent, pricing shall be determined by the highest of
the credit ratings, provided that the next highest credit rating is only one level below that of the highest credit rating. If the second
highest credit rating obtained by REIT is more than one level below that of the highest credit rating obtained by REIT, the operative
rating shall be the credit rating that is one level higher than the second highest of the credit ratings. In the event that REIT shall
have obtained a credit rating from at least two (2) Rating Agencies and shall thereafter lose one or more credit ratings (whether as a
result of a withdrawal, suspension, election to not obtain a rating, or otherwise) such that REIT no longer has a credit rating from at
least two (2) Rating Agencies, REIT shall be deemed for the purposes hereof not to have a Credit Rating. Notwithstanding anything to the
contrary contained herein, if at any time two or three of the Rating Agencies shall cease performing the functions of a securities rating
agency such that REIT shall be unable to maintain a credit rating from at least two of the three Rating Agencies, then Borrower and the
Agent shall promptly negotiate in good faith to agree upon one or more substitute rating agencies (and to correlate the system of ratings
of each such substitute rating agency with that of the rating agency being replaced), and pending such amendment, the Credit Rating in
effect immediately prior to such time shall continue to apply, provided that the designation of such replacement agency and such amendment
are completed within thirty (30) days of such event, and if not so completed within such thirty (30) day period, Credit Rating Level 5
shall be the applicable Credit Rating Level until such time as REIT obtains a credit rating from at least two Rating Agencies.
Credit
Rating Level. One of the following five (5) pricing levels, as applicable, and provided, further, that, from and after the
time that Agent receives written notice that REIT has first obtained an Investment Grade Rating from at least two (2) of the Rating Agencies
and elected to use such Credit Rating as the basis for the Applicable Margin:
“Credit
Rating Level 1” means the Credit Rating Level which would be applicable for so long as the Credit Rating is greater than or equal
to A- by S&P and Fitch or A3 by Moody’s;
“Credit
Rating Level 2” means the Credit Rating Level which would be applicable for so long as the Credit Rating is greater than or equal
to BBB+ by S&P and Fitch or Baa1 by Moody’s and Credit Rating Level 1 is not applicable; and
“Credit
Rating Level 3” means the Credit Rating Level which would be applicable for so long as the Credit Rating is greater than or equal
to BBB by S&P and Fitch or Baa2 by Moody’s and Credit Rating Levels 1 and 2 are not applicable;
“Credit
Rating Level 4” means the Credit Rating Level which would be applicable for so long as the Credit Rating is greater than or equal
to BBB- by S&P and Fitch or Baa3 by Moody’s and Credit Rating Levels 1, 2 and 3 are not applicable;
“Credit
Rating Level 5” means the Credit Rating Level which would be applicable for so long as the Credit Rating is less than BBB- by S&P
and Fitch or Baa3 by Moody’s or there is no Credit Rating.
Currency.
Dollars or any Alternative Currency.
Currency
of Payment. See §4.3(a).
Daily
Compounded SONIA. The compounded average of SONIA over a rolling thirty (30) consecutive calendar day period (computed by the
Agent using such calculation methodologies and conventions as the Agent determines are appropriate based on market practice for such Loans;
provided that, if the Agent decides that any such convention is not administratively feasible for the Agent, then the Agent may establish
another convention in its reasonable discretion).
Daily
Simple SOFR. For any day (a “SOFR Rate Day”), a rate per annum (rounded in accordance with the Agent’s
customary practice) equal to the greater of (A) SOFR for the day (such day, the “SOFR Determination Day”) that is five
(5) U.S. Government Securities Business Days (or such other period as determined by the Agent based on then prevailing market conventions)
prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day
is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such
SOFR Rate Day, in each case, as and when SOFR for such SOFR Rate Day is published by the Daily Simple SOFR Administrator on the SOFR Administrator’s
Website and (B) the Floor. If by 5:00 pm (Cleveland, Ohio time) 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 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, that any SOFR determined pursuant to this sentence shall be utilized for purposes
of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in 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.
Default.
See §12.1.
Default
Rate. See §4.11.
Default
Right. Default Right shall have 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.
Defaulting
Lender. Any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date
such Loans were required to be funded hereunder unless such Lender notifies the Agent and the Borrower in writing that such failure is
the result of such Lender’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 Agent,
any Issuing Lender, any Swing Loan Lender or any other Lender any other amount required to be paid by it hereunder (including in respect
of its participation in Letters of Credit or Swing Loans) within two Business Days of the date when due, (b) (i) has notified the Borrower,
the Agent or any Lender that it does not intend to comply with its funding obligations hereunder or (ii) has made a public statement to
that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that
such position is based on such Lender’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 two (2) Business Days after request by the Agent, to confirm in a manner reasonably satisfactory to the Agent that it will comply
with its funding obligations; provided that, notwithstanding the provisions of §2.13, such Lender shall cease to be a Defaulting
Lender upon the Agent’s receipt of confirmation that such Defaulting Lender will comply with its funding obligations, or (d) has,
or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any bankruptcy, insolvency, reorganization,
liquidation, conservatorship, assignment for the benefit of creditors, moratorium, receivership, rearrangement or similar debtor relief
law of the United States or other applicable jurisdictions from time to time in effect, including any law for the appointment of the Federal
Deposit Insurance Corporation or any other state or federal regulatory authority as receiver, conservator, trustee, administrator or any
similar capacity, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person, including
the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity, charged with reorganization
or liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or indicated its consent to,
approval of or acquiescence in any such proceeding or appointment or (iv) 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 of the United States or from the enforcement of judgments or writs of attachment
of its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow, or disaffirm any contracts or agreements
made with such Person). Any determination by the Agent that a Lender is a Defaulting Lender under any one or more of 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
§2.13(g)) upon delivery of written notice of such determination to the Borrower and each Lender.
Derivatives
Contract. 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 of similar type, including
any such obligations or liabilities under any such master agreement.
Derivatives
Termination Value. 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) above, the amount(s) determined as the mark-to-market value(s) for such 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 Agent or any Lender).
Designated
Person. See §6.31.
Development
Property. Any Real Estate owned or acquired by the Borrower or its Subsidiaries or Unconsolidated Affiliates and on which construction,
redevelopment or material rehabilitation of material improvements for use as a commercial, single- or multiple- tenant income producing
property has commenced and is proceeding to completion without undue delay from permit denial, construction delays or otherwise, all pursuant
to the ordinary course of business of Borrower and its Subsidiaries and remains (X) for a single tenant property, less than one hundred
percent (100%) leased to an unaffiliated third party as the first tenant following such construction, redevelopment or material rehabilitation,
and (Y) for a multiple tenant property, at an Occupancy Rate of less than sixty-five percent (65.0%).
Directions.
See §14.13.
Distribution.
Any (a) dividend or other distribution, direct or indirect, on account of any Equity Interest of REIT or any of its Subsidiaries
now or hereafter outstanding, except a dividend or other distribution payable in Equity Interests; (b) redemption, conversion, exchange,
retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interest of REIT
or any of its Subsidiaries now or hereafter outstanding, except in the form of Equity Interests; and (c) payment made to retire,
or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of REIT or any of its
Subsidiaries now or hereafter outstanding, except in the form of Equity Interests. Distributions from any Subsidiary of the Borrower to,
directly or indirectly, the Borrower or REIT shall be excluded from this definition.
Dividend
Reinvestment Proceeds. All dividends or other distributions, direct or indirect, on account of any Equity Interest of any Person
which any holder(s) of such Equity Interests direct to be used, concurrently with the making of such dividend or distribution, for the
purposes of purchasing for the account of such holder(s) additional Equity Interests in such Person or any of its Subsidiaries.
Documentation
Agent. SMBC, but only in the event that, and for so long as, SMBC is a Lender.
Dollar
Equivalent. At any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Agent at such time on the basis
of the Spot Rate (determined on the relevant Revaluation Date) for the purchase of Dollars with such Alternative Currency.
Dollars
or $. Dollars in lawful currency of the United States of America.
Drawdown
Date. The date on which any Loan is made or is to be made, and the date on which any Loan which is made prior to the Revolving
Credit Maturity Date or the Term Loan Maturity Date, as applicable, is converted in accordance with §4.1.
EEA
Financial Institution. (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. Any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
EEA
Resolution Authority. 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 EEA Financial Institution.
EBITDA.
With respect to any Person and its Subsidiaries with respect to any period (without duplication): (a) Net Income (or Loss) on a Consolidated
basis, excluding the following (but only to the extent included in determination of such Net Income (or Loss) for such period): (i) depreciation
and amortization expense; (ii) Interest Expense; (iii) income tax expense and franchise tax expense; (iv) extraordinary or non-recurring
items (including, without limitation, gains and losses on the sale of Real Estate (unless such Real Estate was developed for the purpose
of sale)), (v) Net Income (or Loss) attributable to such Person’s Unconsolidated Affiliates, and (vi) non-cash expenses; plus
(b) such Person’s pro rata share (based on Equity Percentage) 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 FASB
ASC 805. For purposes of this definition, non-recurring items shall be deemed to include (x) gains and losses on early extinguishment
of Indebtedness, (y) non-cash severance and other non-cash restructuring charges and (z) transaction costs not permitted to be capitalized
pursuant to GAAP.
Electronic
System. See §7.4.
Eligible
Real Estate. Real Estate which at all times satisfies the following requirements:
(a)
which is wholly-owned in fee simple, or leased pursuant to a Ground Lease, by the Borrower or a Wholly-Owned Subsidiary of Borrower;
(b) such Real Estate is either located in any State of the United States of America or, subject to Agent’s receipt of adequate
assurances reasonably acceptable to Agent of the enforceability and collectability of a guaranty (including, any judgment arising from
such guaranty) relating to such Real Estate and the owner or lessee thereof, in a jurisdiction reasonably approved by Agent within an
Approved Foreign Country;
(c)
if such Real Estate is owned or leased by a Subsidiary of Borrower, such Subsidiary (and any other Subsidiary of Borrower which
directly or indirectly owns Equity Interests in such Subsidiary) is either organized under the laws of any State of the United States
of America or, provided such Real Estate is located in an Approved Foreign Country and subject to Agent’s receipt of adequate assurances
reasonably acceptable to Agent of such Subsidiary’s ability and authority to enter into a guaranty of the Obligations and of the
enforceability and collectability of such guaranty (including, any judgment arising from such guaranty) against any such Subsidiary in
its jurisdiction of organization, the jurisdiction in which such Real Estate is located and such other jurisdictions as the Agent may
reasonably require, such Subsidiary is an Approved Foreign Entity;
(d)
regardless of whether such Real Estate is owned or leased by the Borrower or a Subsidiary of the Borrower, the Borrower has the
right directly, or indirectly through a Subsidiary of the Borrower, to take the following actions without the need to obtain the consent
of any Person: (i) to create Liens on such Real Estate as security for Indebtedness of the Borrower or such Subsidiary, as applicable,
and (ii) to sell, transfer or otherwise dispose of such Real Estate;
(e)
with respect to Real Estate occupied by a single Tenant, no Tenant of such Real Estate, nor any guarantor of such Tenant’s
obligations under the Lease of such Real Estate, (i) is subject to any proceeding under any Insolvency Laws, or (ii) is more than 60 days
past due on any rental obligation to the Borrower or any of its Subsidiaries in respect of such Real Estate;
(f) with respect to Real Estate occupied by a single Tenant, such Real Estate is 100% occupied by a single Tenant pursuant to a Net
Lease or a GSA Lease with a remaining term of at least five (5) years at the time such Real Estate is included as Unencumbered Pool Assets;
provided, however, that all Real Estate included as “Unencumbered Pool Assets” under the Existing Credit Agreement immediately
prior to the Closing Date shall not fail to qualify as Eligible Real Estate pursuant to this clause (f) solely for failing to have a remaining
lease term of at least five (5) years as of the Closing Date;
(g) with
respect to Real Estate occupied by a multiple Tenants, (i) at the time such Real Estate is included as Unencumbered Pool Assets, the
Occupancy Rate for such Real Estate is not less than 70% (provided, that, the foregoing requirement shall not apply with respect to the
Specified Second Amendment Assets), (ii) at the time such Real Estate is included as Unencumbered Pool Assets, any Tenant of such Real
Estate with a Significant Lease has not given any indication of its intent to cease operating or being open for business, provided, however,
that Eligible Real Estate that is “dark” may be included as Unencumbered Pool Assets subject to compliance with Section 7.20(a)(xi)
or Section 7.20(b), and (iii) Tenants of such Real Property under Significant Leases, if any, are not more than 60 days past due on any
rental obligation to the Borrower or any of its Subsidiaries under their Significant Leases;
(h)
such Real Estate is not a Land Asset or Development Property and has been developed for office, retail or industrial use;
(i) as to which all of the representations set forth in §6 of this Agreement concerning such Unencumbered Pool Asset are true
and correct in all material respects (provided that to the extent that all or any portion of the representations and warranties contained
in §6 is qualified by “Material Adverse Effect” or any other materiality qualifier, then the qualifier therein contained
shall apply in lieu of the “in all material respects” contained in this clause (i)); and
(j) as
to which the Agent has received and approved all Eligible Real Estate Qualification Documents required by the Agent, or will receive
and approve them prior to inclusion of such Real Estate as a Unencumbered Pool Asset (provided, with respect to the Unencumbered
Pool Assets set forth on Schedule 1.2 attached hereto as of the Second Amendment Date, that the Agent hereby confirms its approval
of the Eligible Real Estate Qualification Documents required to be delivered pursuant to this clause (j)).
Eligible
Real Estate Qualification Documents. See Schedule 1.3 attached hereto.
Employee
Benefit Plan. Any employee benefit plan within the meaning of Section 3(3) of ERISA maintained or contributed to by REIT or
any ERISA Affiliate as to which REIT or any ERISA Affiliate may have any liability (including contingent liability), other than a Multiemployer
Plan.
Environmental
Engineer. Any firm of independent professional engineers, consultants or other scientists generally recognized as expert in
the detection, analysis and remediation of Hazardous Substances and related environmental matters, as applicable, and acceptable to the
Agent in its reasonable discretion.
Environmental
Laws. Any judgment, decree, order, law, license, rule, regulation, injunction or binding agreement issued, promulgated or entered
into by any Governmental Authority (whether non-U.S., federal, state, provincial or local) pertaining to human health or the pollution
or protection of the environment or the preservation or reclamation of natural resources or the management, release, threatened release
or discharge of any Hazardous Substances into the environment, including, without limitation, those arising under the Resource Conservation
and Recovery Act, CERCLA, the Superfund Amendments and Reauthorization Act of 1986, the Federal Clean Water Act, the Federal Clean Air
Act, the Toxic Substances Control Act, any state or local statute, regulation, ordinance, order or decree relating to the environment,
or any comparable statutes, regulations, ordinances, orders or decrees from time to time in effect in any of the Approved Foreign Countries.
EPA.
See §6.19(b).
Equity
Interests. With respect to any Person, (a) any share of capital stock of (or other ownership or profit interests in) such Person,
(b) any warrant, option or other right for the purchase or other acquisition from such Person of (i) any share of capital stock of (or
other ownership or profit interests in) such Person, or (ii) 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 whether or not such share, warrant, option, right or other interest is authorized
or otherwise existing on any date of determination, and (c) any other ownership or profit interest in such Person (including, without
limitation, partnership, member or trust interests therein), whether voting or nonvoting.
Equity
Offering. The issuance and sale after the Closing Date by REIT or any of its Subsidiaries of any equity securities of such
Person (other than equity securities issued to REIT or any one or more of its Subsidiaries in their respective Subsidiaries).
Equity
Percentage. The aggregate ownership percentage of any Person or its Subsidiaries in each Unconsolidated Affiliate, which shall
be calculated as the greater of (a) such Person’s direct or indirect nominal capital ownership interest in the Unconsolidated Affiliate
as set forth in the Unconsolidated Affiliate’s organizational documents, and (b) such Person’s direct or indirect economic
ownership interest in the Unconsolidated Affiliate reflecting such Person’s current allocable share of income and expenses of the
Unconsolidated Affiliate.
ERISA.
The Employee Retirement Income Security Act of 1974, as amended and in effect from time to time and all regulations and formal guidelines
issued thereunder.
ERISA
Affiliate. Any Person which is treated as a single employer with REIT or its Subsidiaries under Section 414(b), (c), (m) or
(o) of the Code or Section 4001 of ERISA and any predecessor entity of any of them.
ERISA
Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA
and the regulations promulgated thereunder as to which the requirement of notice has not been waived or any other event with respect to
which the Borrower, a Guarantor or an ERISA Affiliate could have liability under Section 4062(e) or Section 4063 of ERISA.
Erroneous
Payment. See §14.16(a).
Erroneous
Payment Deficiency Assignment. See §14.16(d)(i).
Erroneous
Payment Impacted Class. See §4.16(d)(i).
Erroneous
Payment Return Deficiency. See §14.16(d)(i).
Erroneous
Payment Subrogation Rights. See §14.16(e).
EU
Bail-In Legislation Schedule. The EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor
person), as in effect from time to time.
EURIBOR
Rate. For any Interest Period with respect to Term Benchmark Loans denominated in Euro, the euro interbank offered rate administered
by the European Money Markets Institute (or any other Person which takes over the administration of that rate) for deposits in Euro and
having a maturity approximately equal to the requested Interest Period displayed on page EURIBOR01 of the Reuters screen (or any successor
service, or if such Person no longer reports such rate as determined by the Agent, by another commercially available source providing
such quotations approved by the Agent) at approximately 11:00 a.m. (Brussels time) on the day that is two (2) Business Days prior to the
first day of such Interest Period. In no event shall the EURIBOR Rate be less than zero.
Euro
or €. The single currency of the Participating Member States.
Event
of Default. See §12.1.
Excluded
Foreign Subsidiary. A business entity organized under the laws of any jurisdiction other than the laws of a State or Commonwealth
of the United States or of the District of Columbia which indirectly owns Eligible Real Estate located in an Approved Foreign Country
and which, in each case as determined by Agent in its reasonable discretion, (i) is prohibited from becoming a Guarantor by the terms
of any agreement governing Non-Recourse Indebtedness owed to a non-affiliate permitted under this Agreement (or by the terms of the relevant
organizational agreement or other governing document of the entity that is the borrower (or the direct parent of the borrower) under such
Non-Recourse Indebtedness), (ii) is a Person for which becoming a Guarantor would violate or conflict with Applicable Law (including,
without limitation, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules and similar laws or regulations
which limit the ability of such Person to provide a guaranty of the Obligations) or with any fiduciary duties of officers or directors
of such Person, or (iii) is a Person with respect to which the cost of obtaining a Guaranty from such Person exceeds the practical benefit
to the Lenders afforded thereby (including, without limitation, in the nature of stamp duties, notarization, registration or other costs
that are disproportionate to the benefit afforded by such Person providing a Guaranty, or that cause such benefit to be otherwise unavailable
in a practicable manner).
Excluded
Hedge Obligation. With respect to any Guarantor, any Hedge Obligation, if, and to the extent that, all or a portion of the
guarantee of such Guarantor of such Hedge Obligation (or any 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 Guarantor’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 guarantee of such Guarantor becomes effective with respect to
such Hedge Obligation. If a Hedge Obligation arises under a master agreement governing more than one swap, such exclusion shall apply
only to the portion of such Hedge Obligation that is attributable to swaps for which such guarantee is or becomes illegal.
Excluded
Taxes. 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 its Commitment pursuant to an Applicable Law in effect on the date
on which (i) such Lender acquires such interest in the Loan or its Commitment (other than pursuant to an assignment request by the Borrower
under §4.14 as a result of costs sought to be reimbursed pursuant to §4.3) or (ii) such Lender changes its lending office, except
in each case to the extent that, pursuant to §4.3, amounts with respect to such Taxes were payable either to such Lender’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 §4.3(g) and (d) any U.S. federal withholding Taxes imposed under
FATCA.
Existing
Credit Agreement. As defined in the recitals hereto.
Exiting
Lender. Each “Lender” under the Existing Credit Agreement that is not a Lender under this Agreement.
Extension
Request. See §2.12(a)(i).
FATCA.
Sections 1471 through 1474 of the Code (or any amended or successor version that is substantively comparable and not materially more onerous
to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section
1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement,
treaty or convention among Governmental Authorities and implementing such Sections of the Code.
Federal
Funds Effective Rate. For any day, the rate per annum (rounded upward to the nearest one-hundredth of one percent (1/100 of
1%)) announced by the Federal Reserve Bank of Cleveland on such day as being the weighted average of the rates on overnight federal funds
transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank in
substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal
Funds Effective Rate.” If the Federal Funds Effective Rate is less than zero, it shall be deemed to be zero hereunder.
Federal
Reserve Board. The Board of Governors of the Federal Reserve System of the United States of America.
Fee
Owner. The applicable owner of the fee interest in an Unencumbered Pool Asset that is subject to a Ground Lease.
Floor.
A rate of interest equal to zero percent (0.0%) per annum.
Fitch.
Fitch Ratings Inc., and any successor thereto.
Foreign
Lender. If the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and 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.
Fronting
Exposure. At any time there is a Defaulting Lender, (a) with respect to the Issuing Lender, such Defaulting Lender’s
Revolving Credit 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 Revolving Credit Lenders or cash collateral or other
credit support acceptable to the Issuing Lender shall have been provided in accordance with the terms hereof and (b) with respect to the
Swing Loan Lender, such Defaulting Lender’s Revolving Credit Commitment Percentage of Swing Loans other than Swing Loans as to which
such Defaulting Lender’s participation obligation has been reallocated to other Revolving Credit Lenders, repaid by the Borrower
or for which cash collateral or other credit support acceptable to the Swing Loan Lender shall have been provided in accordance with the
terms hereof.
Funds
from Operations. “Funds From Operations” as such term is defined by the National Association of Real Estate Investment
Trusts (NAREIT) as of the Closing Date (or, if approved by the Borrower and the Agent, as such meaning may be updated from time to time).
GAAP.
Principles that are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its
predecessors, as in effect from time to time and (b) consistently applied with past financial statements of the Person adopting the
same principles.
Global
II Holdco. ARC Global II Holdco, LLC, a Delaware limited liability company.
Governmental
Authority. Any national, state or local government (whether U.S. or non-U.S.), any political subdivision thereof or any other
governmental, quasi-governmental, judicial, 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, and including any
supra-national bodies such as the European Union or the European Central Bank.
GRESB.
GRESB B.V., a wholly owned subsidiary of Green Business Certification Inc., a non-profit corporation incorporated in the United States
under the laws of the District of Columbia.
Ground
Lease. An unsubordinated ground lease as to which no default (other than a default which remains subject to grace or cure periods)
or event of default has occurred or with the passage of time or the giving of notice would occur and containing the following terms and
conditions: (a) a remaining term (exclusive of any unexercised extension options) of thirty (30) years or more from the date such Real
Estate is included as an Unencumbered Pool Asset; (b) the right of the lessee to mortgage and encumber its interest in the leased property
without the consent of the lessor; (c) the obligation of the lessor to give the holder of any mortgage lien on such leased property written
notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder
has had a reasonable opportunity to cure or complete foreclosure, and fails to do so; (d) reasonable transferability of the lessee’s
interest under such lease, including the ability to sublease; and (e) such other rights customarily required by mortgagees making a loan
secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease.
Ground
Lease Default. See §6.21.
GSA
Lease. Any Lease under which the government of the United States of America (or any subdivision thereof) is the Tenant.
Guaranteed
Pension Plan. Any employee pension benefit plan within the meaning of Section 3(2) of ERISA maintained or contributed
to by REIT or any ERISA Affiliate for or on behalf of any present or former employee of REIT or any ERISA Affiliate, the benefits of which
are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.
Guarantors.
Collectively, REIT and the Subsidiary Guarantors (including all Additional Subsidiary Guarantors), and individually any one of them.
Guaranty.
Individually or collectively, as the context requires, (a) the First Amended and Restated Unconditional Guaranty of Payment and Performance
dated as of August 1, 2019 made by REIT, International Holdco, Global II Holdco and certain of the Subsidiary Guarantors in favor of the
Agent and the Lenders, as the same has been and may be further modified, amended, restated or ratified, and (b) any other Unconditional
Guaranty of Payment and Performance now or hereafter made by an Approved Foreign Entity which is or becomes an Additional Subsidiary Guarantor
hereunder, as any of the same has been and may be further modified, amended, restated or ratified, each such Guaranty to be in form and
substance reasonably satisfactory to the Agent.
Hazardous
Substances. Each and every element, compound, chemical mixture, contaminant, pollutant, toxic substance, oil, petroleum and
petroleum byproduct, material, waste or other substance which is defined, determined or identified as hazardous or toxic under any Environmental
Law. Without limiting the generality of the foregoing, the term shall mean and include the following:
(a)
“hazardous substances” as defined under CERCLA;
(b)
“hazardous waste” and “regulated substances” as defined in the Resource Conservation and Recovery Act of 1976,
as amended, and regulations promulgated thereunder;
(c)
“hazardous materials” as defined in the Hazardous Materials Transportation Act, as amended, and regulations promulgated
thereunder; and
(d)
“chemical substance or mixture” as defined in the Toxic Substances Control Act, as amended, and regulations promulgated
thereunder.
Hedge
Obligations. All obligations of the Borrower, the REIT or any other Guarantor to any Lender Hedge Provider under any agreement
with respect to an interest rate swap, collar, cap or floor or a forward rate agreement or other agreement regarding the hedging of interest
rate risk exposure relating to the Obligations, or any agreement with respect to a forward foreign exchange transaction, cap transaction,
floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot contract,
or any other similar transaction regarding the hedging of currency exchange rate risk exposure, and any confirming letter executed pursuant
to any such hedging agreement, and which shall include, without limitation, 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, all as amended,
restated or otherwise modified. Under no circumstances shall any of the Hedge Obligations guaranteed by any Loan Document as to a Guarantor
include any obligation that constitutes an Excluded Hedge Obligation of such Guarantor.
Huntington.
As defined in the preamble hereto.
Implied
Rating Analysis. An implied credit rating analysis of a Tenant (or the parent or controlling entity of such Tenant) performed
by Borrower through Moody's CreditEdge (for publicly traded companies) or Moody's RiskCalc (for privately held companies).
Income
Component. See §1.3(b).
Increase
Notice. See §2.11(a).
Indebtedness.
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 or for the deferred purchase price of property or services (excluding trade debt incurred in the ordinary
course of business); (b) all obligations of such Person for money borrowed (adjusted to eliminate increases or decreases arising from
FASB ASC 805) (i) represented by notes payable 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 for services rendered; (c) obligations of such Person as a lessee or obligor under a Capitalized Lease; (d) all reimbursement obligations
(contingent or otherwise) 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 Off-Balance Sheet Obligations of such Person; (f) 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; (g) all obligations of
such Person in respect of any purchase or repurchase obligation (excluding (i) obligations under agreements to purchase real estate in
the ordinary course of business and agreements to consummate permitted acquisitions, and (ii) obligations in respect of Equity Interests
that would be deemed Mandatorily Redeemable Stock hereunder if not for the redemption or conversion right thereunder not being exercisable
prior to the date that is ninety-one (91) days after the latest Maturity Date), 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 Redeemable Stock)); (h) net obligations under any Derivatives Contract (the amount of any net
obligation under any Derivatives Contract on any date of determination shall be deemed to be the Dollar Equivalent of the Derivatives
Termination Value thereof as of the last day of the fiscal quarter most recently ended prior to such date for which financial statements
have been or were required to be delivered, which shall be a positive number if such amount would be owed by the Borrower and a negative
number if such amount would be owed to the Borrower, and the net obligations under Derivatives Contracts shall not be less than zero);
(i) 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, violation of “special purpose entity”
covenants, permitted transfers, voluntary bankruptcy, collusive involuntary bankruptcy and other similar exceptions to non-recourse liability);
(j) 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 (k) such Person’s Equity Percentage of the Indebtedness of any Unconsolidated
Affiliate of such Person. “Indebtedness” shall be adjusted to remove any impact of intangibles pursuant to FAS 141, as issued
by the Financial Accounting Standards Board in June of 2001. 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 Equity Percentage 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 Equity Percentage of such Indebtedness or the amount of the recourse portion of the Indebtedness, shall be included
as Indebtedness of such Person).
Indemnified
Taxes. (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 Guarantor under any Loan Document and (b) to the extent not otherwise described in the immediately preceding clause
(a), Other Taxes.
Information
Materials. See §7.4.
Initial
Term Increase. See §2.2.
Initial
Term Increase Date. See §2.2.
Insolvency
Laws. The Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, arrangement, rearrangement,
receivership, insolvency, reorganization, readjustment of debt, dissolution, suspension of payments, or similar debtor relief laws from
time to time in effect in any jurisdiction affecting the rights of creditors generally.
Interest
Expense. With respect to any period, with respect to any Person and its Subsidiaries, without duplication, total interest expense
accruing or paid on Indebtedness of such Person and its Subsidiaries, on a Consolidated basis, during such period (including interest
expense attributable to Capitalized Leases and amounts attributable to interest incurred under Derivatives Contracts, but excluding, (a)
interest rate hedge termination payments or receipts, (b) loan prepayment costs, (c) upfront loan fees, and (d) any interest expense in
respect of any convertible Indebtedness), determined in accordance with GAAP, and including (without duplication) the Equity Percentage
of Interest Expense for the Unconsolidated Affiliates of such Person and its Subsidiaries. Interest Expense shall not include capitalized
interest funded under a construction loan by an interest reserve.
Interest
Payment Date. As to each Base Rate Loan (other than a Swing Loan), each Alternate Rate Loan and each RFR Loan, the last day
of each calendar month during the term of such Loan, in arrears, and on the Maturity Date. As to each Term Benchmark Loan, the last day
of each Interest Period therefor, in arrears, and on the Maturity Date; provided, however, if any Interest Period for a Term Benchmark
Loan exceeds three (3) months, interest shall be payable with respect to such Term Benchmark Loan in arrears in three-month intervals
on the last day of each such three-month interval during the term of such Loan, and on the Maturity Date. As to any Swing Loan, the day
that such Loan is required to be repaid hereunder, and on the Maturity Date.
Interest
Period. With respect to each Term Benchmark Loan (a) initially, the period commencing on the Drawdown Date of such Term
Benchmark Loan and ending one (1) month, three (3) months or six (6) months thereafter, as selected by the Borrower, and (b) thereafter,
each period commencing on the day following the last day of the next preceding Interest Period applicable to such Loan and ending on the
last day of one (1) of the periods set forth above, as selected by the Borrower in a Loan Request or Conversion/Continuation Request;
provided that all of the foregoing provisions relating to Interest Periods are subject to the following:
(i)
if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall end on the next succeeding
Business Day, unless such next succeeding Business Day occurs in the next calendar month, in which case such Interest Period shall end
on the next preceding Business Day, as determined conclusively by the Agent in accordance with Agent’s customary practice;
(ii)
if the Borrower shall fail to give notice as provided in §4.1, the Borrower shall be deemed to have requested a continuation
of the affected Term Benchmark Loan as a Term Benchmark Loan with an Interest Period of one month on the last day of the then current
Interest Period with respect thereto as provided in and subject to the terms of §4.1(c);
(iii)
any Interest Period pertaining to a Term Benchmark Loan 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 applicable calendar month; and
(iv)
no Interest Period relating to any Term Benchmark Loan shall extend beyond the Maturity Date.
International
Holdco. ARC Global Holdco, LLC, a Delaware limited liability company.
Investment
Grade Rating. A Credit Rating of BBB- or better (if provided by S&P or Fitch) or Baa3 or better (if provided by Moody’s).
Investment
Grade Tenant. (a) a Tenant with a long term senior unsecured debt rating of Baa3 or better as rated by Moody’s (or an
equivalent shadow rating using Moody’s ratings grid) or BBB- or better as rated by S&P (it being understood that in the event
there is a discrepancy between the Moody’s rating and the S&P rating, the higher of the two ratings will be utilized), (b) a
Tenant for which the Borrower has delivered an Investment Grade Tenant Certificate and Borrower has (and shall continue to) furnished
Agent with an updated Investment Grade Tenant Certificate for such Tenant each year on or before the date which is the anniversary of
the initial Investment Grade Tenant Certificate delivered to Agent for such Tenant (for the avoidance of doubt, if such updated Investment
Grade Tenant Certificate is not timely delivered to the Agent, the applicable Tenant shall no longer be considered an Investment Grade
Tenant unless and until Borrower delivers to Agent a new Investment Grade Tenant Certificate), provided, that for purposes of this
definition, an Investment Grade Tenant Certificate shall include an “Investment Grade Tenant Certificate” delivered pursuant
to the Existing Credit Agreement with respect to a Tenant so long as such Investment Grade Tenant Certificate is dated within one (1)
year of the previous Investment Grade Tenant Certificate delivered to Agent with respect to such Tenant, (c) a Tenant that is a Subsidiary
of an entity that meets such ratings requirement under clause (a) or (b) above provided that such entity has guaranteed all of such Tenant’s
obligations under the applicable Lease, or (d) a Tenant who is a controlled Affiliate of FedEx Corporation, General Electric Co., Trane
U.S., Inc., State of Indiana, Nissan North America, Inc., Sandoz, Inc., Wyndham Worldwide Corp., Waste Management Inc. or Panasonic Corp.,
or any other Person identified in writing from time to time by the Borrower and accepted by the Agent in its reasonable discretion, but
in each case only for so long as such Person satisfies the rating requirements under clause (a) or (b) above. It is agreed and understood
that (subject to actual changes in the long term senior unsecured debt rating of any Tenant or any entity which has guaranteed such Tenant’s
Lease) each Tenant which qualifies as an “Investment Grade Tenant” under the Credit Agreement immediately prior to the Second
Amendment Date shall constitute an “Investment Grade Tenant” on the Second Amendment Date.
Investment
Grade Tenant Certificate. A certificate to the Agent, signed by the chief financial officer of the REIT, certifying that the
Borrower considers the Tenant which is the subject thereof to be of an equivalent credit quality to a Tenant satisfying clause (a) of
the definition of Investment Grade Tenant, which certificate shall be given in reliance upon an Implied Rating Analysis dated within ten
(10) days of such certificate, a true and correct copy of which Implied Rating Analysis shall be attached to such Investment Grade Tenant
Certificate.
Investments.
With respect to any Person, all shares of capital stock, evidences of Indebtedness and other securities issued by any other Person and
owned by such Person, all loans, advances, or extensions of credit to, or contributions to the capital of, any other Person, all purchases
of the securities or business or integral part of the business of any other Person, all interests in real property, and all other investments;
provided, however, that the term “Investment” shall not include (i) equipment, inventory and other tangible
personal property acquired in the ordinary course of business, (ii) maintenance or capital expenditures undertaken with respect to any
Real Estate in the ordinary course of business, (iii) current trade and customer accounts receivable for services rendered in the ordinary
course of business and payable in accordance with customary trade terms, (iv) prepaid expenses, (v) obligations under Derivatives Contracts
as permitted by this Agreement, and (vi) investments consisting of cash collateral to secure payment of worker’s compensation, unemployment
insurance, old-age pensions or other social security obligations. In determining the aggregate amount of Investments outstanding at any
particular time: (a) there shall not be included as an Investment any interest accrued with respect to Indebtedness constituting an Investment;
(b) there shall be deducted in respect of each Investment any amount received as a return of capital or principal; (c) there shall not
be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise;
and (d) there shall not be deducted in respect of any Investment any decrease in the value thereof.
Issuing
Lender. KeyBank, in its capacity as the Lender issuing the Letters of Credit and any successor thereto”); provided, however,
that at the prior written request of Borrower to Agent, in the event that the Borrower determines that it would be beneficial to have
a Letter of Credit issued by a Lender with a higher credit rating than KeyBank has at any applicable time of reference (as determined
by Moody’s or S&P), desires a Letter of Credit issued in a Currency other than Dollars, or desires a Letter of Credit issued
by a different Lender for any other reason reasonably acceptable to Agent, another Lender that has agreed in writing in its sole discretion
to act as an “Issuing Lender” hereunder and that is reasonably acceptable to Agent may issue one or more Letters of Credit
hereunder, in which event such other Lender shall be an Issuing Lender hereunder with respect to such Letters of Credit issued by it.
Joinder
Agreement. Each Joinder Agreement with respect to the Guaranty and the Contribution Agreement to be executed and delivered
pursuant to §5.2 by any Subsidiary Guarantor, such Joinder Agreement to be substantially in the form of Exhibit A hereto.
KCM.
As defined in the preamble hereto.
KeyBank.
As defined in the preamble hereto.
Land
Assets. Land to be developed as a commercial single- or multiple-tenant income producing property with respect to which the
commencement of grading, construction of improvements (other than improvements that are not material and are temporary in nature) or infrastructure
has not yet commenced and for which no such work is reasonably scheduled to commence within the following twelve (12) months.
Lease.
Each lease, entered into or assumed between the Borrower or Subsidiary Guarantor which owns (or leases pursuant to a Ground Lease) an
Unencumbered Pool Asset or other Real Estate and a Tenant, as amended, extended or restated.
Lender
Hedge Provider. With respect to any Hedge Obligations, any counterparty thereto that, at the time the applicable hedge agreement
was entered into, was a Lender or an Affiliate of a Lender.
Lenders.
KeyBank, the other lending institutions which are party hereto and any other Person which becomes an assignee of any rights of a Lender
pursuant to §18 (but not including any participant as described in §18). The Issuing Lender shall be a Lender, as applicable.
The Swing Loan Lender shall be a Lender.
Letter
of Credit. Any standby letter of credit issued at the request of the Borrower and for the account of the Borrower in accordance
with §2.10.
Letter
of Credit Liabilities. At any time and in respect of any Letter of Credit, the sum of (a) the maximum undrawn face amount of
such Letter of Credit plus (b) the aggregate unpaid principal amount of all drawings made under such Letter of Credit which have not been
repaid (including repayment by a Revolving Credit Loan). For purposes of this Agreement, a Revolving Credit Lender (other than the Revolving
Credit Lender acting as the Issuing Lender) shall be deemed to hold a Letter of Credit Liability in an amount equal to its participation
interest in the related Letter of Credit under §2.10, and the Revolving Credit Lender acting as the Issuing Lender 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 Revolving Credit Lenders other than the Revolving Credit Lender acting as the Issuing Lender of their participation
interests under §2.10.
Letter
of Credit Request. See §2.10(a).
Letter
of Credit Sublimit. An amount equal to Seventy-Five Million and No/100 Dollars ($75,000,000.00), as the same may be changed
from time to time in accordance with the terms of this Agreement.
Lien.
Any mortgage, deed of trust, security deed, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other),
charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind
or nature whatsoever (including (i) any conditional sale or other title retention agreement, (ii) any easement, right of way or other
encumbrance on title to real property that materially affects the value of such real property, and (iii) any Capitalized Lease or other
financing lease having substantially the same economic effect as any of the foregoing).
LLC
Division. In the event the Borrower, any Guarantor or any Subsidiary thereof is a limited liability company, (i) the division
of any such Person into two or more newly formed limited liability companies (whether or not any such Person is a surviving entity following
any such division) pursuant to, in the event any such Person is organized under the laws of the State of Delaware, Section 18-217 of the
Delaware Limited Liability Company Act or, in the event any such Person is organized under the laws of a State or Commonwealth of the
United States (other than Delaware) or of the District of Columbia, any similar provision under any similar act governing limited liability
companies organized under the laws of such State or Commonwealth or of the District of Columbia, or (ii) the adoption of a plan contemplating,
or the filing of any certificate with any applicable Governmental Authority that results in (or with the passage of time shall result
in) any such division.
Loan
Documents. This Agreement, the Notes, the Guaranty, each Letter of Credit Request, the Agreement Regarding Fees and all other
documents, instruments or agreements now or hereafter executed or delivered by or on behalf of the Borrower or any Guarantor in connection
with the Loans.
Loan
and Loans. An individual loan or the aggregate loans (including a Revolving Credit Loan, a Term Loan and a Swing Loan (or Loans)),
as the case may be, in the maximum principal amount of the Total Commitment. Amounts drawn under a Letter of Credit shall also be considered
Revolving Credit Loans as provided in §2.10.
Loan
Request. See §2.7.
Majority
Lenders. As of any date, the Lender or Lenders whose aggregate Commitment Percentage is greater than fifty percent (50.0%)
of the Total Commitment; provided that in determining such percentage at any given time, all then existing Defaulting Lenders will be
disregarded and excluded and any Commitment Percentages of the Lenders shall be redetermined for voting purposes only to exclude the Commitment
Percentages of such Defaulting Lenders; provided, however, that the amount of any participation in any Swing Loan and unreimbursed amounts
under any Letters of Credit that any such Defaulting Lender has failed to fund that have not been reallocated to and funded by another
Lender shall be deemed to be held by the Lender that is the Swing Loan Lender or Issuing Lender, as the case may be, in making such determination.
Management
Agreements. (a) The Property Management and Leasing Agreement dated as of April 20, 2012, by and among REIT, the Borrower and
Global Net Lease Properties, LLC (f/k/a American Realty Capital Global Properties, LLC), as modified or amended from time to time, (b)
the Amended and Restated Property Management Agreement dated as of September 6, 2016, by and between Necessity Retail Properties, LLC
(f/k/a American Finance Properties, LLC) and The Necessary Retail REIT, Inc. (f/k/a American Finance Trust, Inc.), as modified or amended
from time to time, (c) the Amended and Restated Property Management and Leasing Agreement dated as of September 6, 2016, by and between
The Necessary Retail REIT, Inc. (f/k/a American Finance Trust, Inc.), RTL OP and Necessity Retail Properties, LLC (f/k/a American Finance
Properties, LLC), as modified or amended from time to time, and (d) any other Agreement to which any owner or lessee of an Unencumbered
Pool Asset is a party, whether written or oral, with a Property Manager providing for the management of the Unencumbered Pool Assets or
any of them.
Mandatorily
Redeemable Stock. 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 Equity Interests that are not Mandatorily Redeemable Stock at the option of the issuer
of such Equity Interest), (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 in part (other than an Equity Interest which, either by its terms or
pursuant to an option or right exercisable in the sole discretion of such first Person, is redeemable entirely in exchange for Equity
Interests that are not Mandatorily Redeemable Stock), in the case of each of clauses (a) through (c), prior to the date that is ninety-one
(91) days after the latest Maturity Date.
Material
Acquisition. A simultaneous acquisition of one or more assets by Borrower and/or its Subsidiaries with an aggregate purchase
price equal to or greater than ten percent (10%) of Consolidated Total Asset Value at the time of such acquisition.
Material
Adverse Effect. A material adverse effect on (a) the business, assets, financial condition or operations of REIT and its Subsidiaries,
taken as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents;
or (c) the validity or enforceability of any of the Loan Documents; or (d) the material rights or remedies of the Agent or the Lenders
thereunder.
Material
Subsidiary. (a) All existing and future direct and indirect Subsidiaries of the REIT, International Holdco, Global II
Holdco, RTL GP, RTL OP and/or Merger Sub that own or lease an Unencumbered Pool Asset, or own, directly or indirectly, Equity Interests
in any Subsidiary that owns or leases an Unencumbered Pool Asset, (b) each of International Holdco, Global II Holdco, RTL GP, RTL OP and
Merger Sub, and (c) all existing and future direct and indirect Subsidiaries of the REIT (including, without limitation, International
Holdco, Global II Holdco, RTL GP, RTL OP, Merger Sub and any of their respective Subsidiaries) that are organized in any State or other
jurisdiction of the United States and that are primary obligors under, or guaranty, any Unsecured Indebtedness of REIT or any of its Subsidiaries,
but only for so long as such obligations or guaranties are in effect; provided, however, that at any time REIT has obtained and is maintaining
an Investment Grade Rating from at least one (1) Rating Agency, any Person which is a Material Subsidiary pursuant to clauses (a) or (b)
above shall no longer constitute a Material Subsidiary unless and until such time as REIT fails to maintain an Investment Grade Rating
from at least one (1) Rating Agency.
Maturity
Date. Either the Revolving Credit Maturity Date or the Term Loan Maturity Date, as the context may require.
Merger
Sub. Osmosis Sub I, LLC, a Maryland limited liability company.
Metropolitan
Statistical Area or MSA. Any Metropolitan Statistical Area as defined from time to time by the Executive Office of the President
of the United States of America, Office of Management and Budget, or if such office no longer publishes such definition, such other definition
Agent may reasonably determine.
Mizuho.
As defined in the preamble hereto.
Moody’s.
Moody’s Investor Service, Inc., and any successor thereto.
Mortgage
Note Receivables. A first priority mortgage loan on a completed single- or multiple-tenant commercial real estate property,
and which Mortgage Note Receivable includes, without limitation, the indebtedness secured by a related first priority security instrument.
Multiemployer
Plan. Any multiemployer plan within the meaning of Section 3(37) of ERISA maintained or contributed to by REIT or any ERISA
Affiliate or to which Borrower or any ERISA Affiliate may have any liability (including contingent liability).
Negative
Pledge. See §7.20.
Net
Income (or Loss). With respect to any Person (or any asset of any Person) with respect to any period, the net income (or loss)
of such Person (or attributable to such asset), determined in accordance with GAAP.
Net
Lease. A Lease pursuant to which the Tenant is responsible for all operating costs and expenses in connection with the property;
provided, however, in the event that such Lease does not make such Tenant responsible for real estate taxes and/or insurance premiums
and/or maintenance and/or repair of such property, the same shall not disqualify such Lease from being a Net Lease.
Net
Offering Proceeds. The gross cash proceeds received by REIT or any of its Subsidiaries as a result of an Equity Offering less
the costs, expenses and discounts paid by REIT or such Subsidiary in connection therewith up to an amount equal to fifteen percent (15%)
of the gross cash proceeds received by REIT or any of its Subsidiaries as a result of such Equity Offering. Net Offering Proceeds shall
not include cash proceeds received by a Subsidiary as a result of an investment by a joint venture partner or any Dividend Reinvestment
Proceeds.
Net
Operating Income. For any Real Estate and for a given period, an amount equal to (a) the aggregate gross revenues from the
operations of such Real Estate during such period from Tenants paying rent (exclusive of any rental income from Tenants subject to proceedings
under any Insolvency Law, to the extent the relevant Leases have been rejected pursuant to such proceedings during the subject period,
and exclusive of non-cash revenue adjustments made in accordance with GAAP), minus (b) the sum of all expenses and other charges incurred
in connection with the operation of such Property during such period (including accruals for real estate taxes and insurance and Property
Management Fees, but excluding debt service charges, general and administrative expenses, income taxes, depreciation, amortization and
other non-cash expenses), which expenses and accruals shall be calculated in accordance with GAAP.
Non-Consenting
Lender. See §18.8.
Non-Defaulting
Lender. At any time, any Lender that is not a Defaulting Lender at such time.
Non-Recourse
Exclusions. With respect to any Non-Recourse Indebtedness of any Person, any usual and customary exclusions from the non-recourse
limitations governing such Indebtedness, including, without limitation, exclusions for claims that (a) are based on fraud, intentional
or material misrepresentation, misapplication of funds, gross negligence or willful misconduct, (b) result from intentional mismanagement
of or waste at the real property securing such Non-Recourse Indebtedness, (c) relate to environmental matters, including those that arise
from the presence of Hazardous Substances, in each case, at the real property securing such Non-Recourse Indebtedness, (d) are the
result of any unpaid real estate taxes and assessments (whether contained in a loan agreement, promissory note, indemnity agreement or
other document) or (e) result from the borrowing Subsidiary and/or its assets becoming the subject of any proceeding under voluntary or
involuntary bankruptcy or other proceeding under any Insolvency Law.
Non-Recourse
Indebtedness. With respect to a Person, (a) Indebtedness in respect of which recourse for payment (except for Non-Recourse
Exclusions until a written claim is made with respect thereto, and then such Indebtedness shall not constitute Non-Recourse Indebtedness
only to the extent of the anticipated liability under such claim determined in accordance with GAAP (or prior to any determination by
REIT’s independent auditors of such amount, only to the extent of the anticipated liability reasonably determined by Borrower of
such amount, such amount to be reasonably acceptable to Agent)) is contractually limited to specific assets of such Person encumbered
by a Lien securing such Indebtedness or (b) if such Person is a Single Asset Entity, any Indebtedness of such Person. A loan secured by
multiple properties owned by Single Asset Entities shall be considered Non-Recourse Indebtedness of such Single Asset Entities even if
such Indebtedness is cross defaulted and cross collateralized with the loans to such other Single Asset Entities.
Non-U.S.
Dollar Sublimit. The amount equal to the (a) Total Revolving Credit Commitment, less (b) One Hundred Million and 00/100
Dollars ($100,000,000.00). The Non-U.S. Dollar Sublimit is part of, and not in addition to, the Revolving Credit Commitments hereunder.
Norwegian
Krone. The lawful money of Norway.
Norwegian
Krone Sublimit. See §2.1(a). The Norwegian Krone Sublimit is part of, and not in addition to, the Revolving Credit Commitments
hereunder.
Notes.
Collectively, the Revolving Credit Notes, the Term Loan Notes and the Swing Loan Note.
Notice.
See §19.
NOWA.
With respect to any Business Day, a rate per annum equal to the Norwegian Overnight Weighted Average for such Business Day published by
the NOWA Administrator on the NOWA Administrator’s Website.
NOWA
Administrator. Norges Bank (or any successor administrator of the Norwegian Overnight Weighted Average).
NOWA
Administrator’s Website. Norges Bank’s website, currently at https:// www.norges-bank.no, or any successor source
for the Norwegian Overnight Weighted Average identified as such by the NOWA Administrator from time to time.
Obligations.
All indebtedness, obligations and liabilities of the Borrower or any Guarantor to any of the Lenders or the Agent, individually or collectively,
under this Agreement or any of the other Loan Documents or in respect of any of the Loans, the Notes or the Letters of Credit, or other
instruments at any time evidencing any of the foregoing, whether existing on the date of this Agreement or arising or incurred hereafter,
or whether arising before or after any bankruptcy or other proceeding under any Insolvency Law (including interest and any other of the
foregoing amounts accruing after the commencement of any bankruptcy or other proceeding under any Insolvency Law, whether or not any such
interest or other amount is allowed as an enforceable claim in such bankruptcy or other proceeding under any Insolvency Law), direct or
indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by
contract, operation of law or otherwise. Without limiting any of the foregoing, the Obligations shall include the Borrower’s or
any Guarantor’s obligations to pay, discharge and satisfy any Erroneous Payment Subrogation Rights.
Occupancy
Rate. For any Real Estate, the percentage of the rentable area of such Real Estate leased by Tenants pursuant to bona fide
Net Leases and/or GSA Leases, in each case, which Tenants (or any guarantor of such Tenants’ respective obligations under their
Leases of such Real Estate) are not subject to any proceeding under Insolvency Laws, or if subject to such proceeding (i) the trustee
in bankruptcy (or similar body) of such Tenant shall have accepted and assumed such Lease or the Tenant shall be not more than 60 days
in arrears on base rental or other similar payments due under the Leases; (ii) to the extent that the Tenant shall have filed, and the
applicable court for such proceeding shall have approved, the Tenant’s plan for reorganization, the Tenant shall be performing its
obligations pursuant to the approved plan of reorganization; or (iii) the status of such Tenant’s Lease shall be otherwise reasonably
acceptable to the Agent; provided, that, for purposes of determining compliance with §7.20(a)(xiii)(A), the Occupancy Rate for any
Real Estate occupied by a single Tenant that is “dark” shall be zero percent (0%).
OFAC.
Office of Foreign Asset Control of the Department of the Treasury of the United States of America, or any successor thereto carrying out
similar functions.
Off-Balance
Sheet Obligations. Liabilities and obligations of REIT or any of its Subsidiaries or any other Person in respect of “off-balance
sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation
S-K promulgated under the Securities Act) which REIT would be required to disclose in the “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” section of REIT’s report on Form 10-Q or Form 10-K (or their
equivalents) which REIT is required to file with the SEC or would be required to file if it were subject to the jurisdiction of the SEC
(or any Governmental Authority substituted therefor).
Other
Connection Taxes. 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 solely 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. 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 §4.14 as a result of costs sought to be reimbursed pursuant to §4.3).
Outstanding.
With respect to the Loans, the Dollar Equivalent of the aggregate unpaid principal thereof as of any date of determination. With respect
to Letters of Credit, the aggregate undrawn face amount of issued Letters of Credit.
Participant
Register. See §18.4.
Participating
Member States. Those members of the European Union from time to time which adopt a single, shared currency under the applicable
legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.
Patriot
Act. The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001, as the same may be amended from time to time, and corresponding provisions of future laws.
Payment
Recipient. See §14.16(a).
PBGC.
The Pension Benefit Guaranty Corporation created by Section 4002 of ERISA and any successor entity or entities having similar responsibilities.
Permits.
With respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance
or permission from, and any other contractual obligations with, any Governmental Authority, in each case whether or not having the force
of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.
Permitted
Liens. Liens, security interests and other encumbrances permitted by §8.2.
Person.
Any individual, corporation, limited liability company, partnership, trust, unincorporated association, business, or other legal entity
(including, without limitation, any Approved Foreign Entity), and any government or any governmental agency or political subdivision thereof.
Plan
Assets. Assets of any employee benefit plan subject to Part 4, Subtitle B, Title I of ERISA.
Preferred
Distributions. With respect to any period and without duplication, all Distributions paid, declared but not yet paid or otherwise
due and payable during such period on Preferred Securities issued by REIT or any of its Subsidiaries. Preferred Distributions shall not
include dividends or distributions: (a) paid or payable solely in Equity Interests of identical class payable to holders of such
class of Equity Interests; (b) paid or payable to the REIT or any of its Subsidiaries; or (c) constituting or resulting in the redemption
of Preferred Securities, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.
Preferred
Securities. 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.
Property
Management Fees. With respect to any Real Estate for any period, the greater of (i) the actual property management fee paid
during such period with respect to such Real Estate, and (ii) an imputed management fee in the amount of 2% of the gross revenues for
such Real Estate for such period.
Property
Manager. The manager of an Unencumbered Pool Asset. Such property manager shall be (a) Global Net Lease Properties, LLC, a
Delaware limited liability company, (b) Necessity Retail Properties, LLC, (c) NAI Hiffman, CBRE, Cushman & Wakefield, Jones Lang LaSalle,
Plaza Del Rio Management Corp., Transwestern, MedWest, Lincoln, The Shopping Center Group, LLC, Anchor Property Management LLC (a/k/a
Anchor Associates), Mid America Group or Ironwood, (d) with respect to certain of the Unencumbered Pool Assets located in a State, Colliers
International, CBRE Group and their respective affiliates, (e) with respect to certain of the Unencumbered Pool Assets located in an Approved
Foreign Country, CBRE Group and its affiliates, or (f) another qualified management company approved by Agent, such approval to not be
unreasonably withheld, conditioned or delayed.
Public
Lender. See §7.4.
QFC.
QFC shall have 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).
QFC
Credit Support. See §39.
Rating
Agencies. Fitch, Moody’s and S&P.
Real
Estate. All real property, including, without limitation, the Unencumbered Pool Assets, at the time of determination then owned
or leased (as lessee or sublessee) in whole or in part or operated by REIT or any of its Subsidiaries, or an Unconsolidated Affiliate
of the Borrower.
Recipient.
The Agent and any Lender.
Record.
The grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records, maintained by
the Agent with respect to any Loan referred to in such Note.
Recourse
Indebtedness. As of any date of determination, any Indebtedness (whether secured or unsecured) which is recourse to REIT or
any of its Subsidiaries. Recourse Indebtedness shall not include Non-Recourse Indebtedness, but shall include any Non-Recourse Exclusions
at such time a written claim is made with respect thereto to the extent of the anticipated liability under such claim determined in accordance
with GAAP (or prior to any determination by REIT’s independent auditors of such amount, only to the extent of the anticipated liability
reasonably determined by Borrower of such amount, such amount to be reasonably acceptable to Agent).
Register.
See §18.2.
REIT.
Global Net Lease, Inc., a Maryland corporation.
REIT
Status. With respect to a Person, its status as a real estate investment trust as defined in Section 856(a) of the Code.
Related
Fund. With respect to any Lender which is a fund that invests in loans, any Affiliate of such Lender or any other fund that
invests in loans that is managed by the same investment advisor as such Lender or by an Affiliate of such Lender or such investment advisor.
Release.
Any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping (other
than the use and storing of Hazardous Substances in reasonable quantities to the extent necessary for the operation of property in the
ordinary course of business, and in any event in material compliance with all applicable Environmental Laws) of Hazardous Substances.
Relevant
Governmental Body. (i) With respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve
Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or
the Federal Reserve Bank of New York or, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect
of Loans denominated in Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each
case, any successor thereto, (iii) with respect to a Benchmark Replacement in respect of Loans denominated in Euros, the European Central
Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto, (iv) with respect
to a Benchmark Replacement in respect of Loans denominated in Swiss Francs, the Swiss National Bank, or a committee officially endorsed
or convened by the Swiss National Bank or, in each case, any successor thereto, and (v) with respect to a Benchmark Replacement in respect
of Loans denominated in any Currency other than the Currencies specified in clauses (i) through (iv) above, (a) the central bank for such
Currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising
either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (b) any working group or committee officially
endorsed or convened by (1) the central bank for the Currency in which such Benchmark Replacement is denominated, (2) any central bank
or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark
Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability Board or any part thereof.
Relevant
Rate. (i) With respect to any Term Benchmark borrowing denominated in Dollars, Adjusted Term SOFR, (ii) with respect to any
Term Benchmark borrowing denominated in Euros, the Adjusted EURIBOR Rate, (iii) with respect to any Term Benchmark borrowing denominated
in Canadian Dollars, the Adjusted CDOR Rate, and (iv) with respect to any RFR borrowing denominated in Sterling, Swiss Francs, Dollars,
Norwegian Krone or Swedish Krona, the applicable Adjusted RFR, as applicable.
Representative.
See §14.15.
Required
Revolving Credit Lenders. As of any date, any Revolving Credit Lender or Revolving Credit Lenders whose aggregate Revolving
Credit Commitment Percentage is greater than fifty percent (50.0%) of the Total Revolving Credit Commitment; provided that in determining
said percentage at any given time, all the existing Revolving Credit Lenders that are Defaulting Lenders will be disregarded and excluded
and the Revolving Credit Commitment Percentages of the Revolving Credit Lenders shall be redetermined for voting purposes only to exclude
the Revolving Credit Commitment Percentages of such Defaulting Lenders.
Required
Term Loan Lenders. As of any date, any Term Loan Lender or Term Loan Lenders whose aggregate Term Loan Commitment Percentage
is greater than fifty percent (50.0%) of the Total Term Loan Commitment; provided that in determining said percentage at any given time,
all the existing Term Loan Lenders that are Defaulting Lenders will be disregarded and excluded and the Term Loan Commitment Percentages
of the Term Loan Lenders shall be redetermined for voting purposes only to exclude the Term Loan Commitment Percentages of such Defaulting
Lenders.
Reserve
Percentage. For any Interest Period, that percentage which is specified three (3) Business Days before the first day of such
Interest Period by the Board of Governors of the Federal Reserve System (or any successor) or any other Governmental Authority with jurisdiction
over the Agent or any Lender for determining the maximum reserve requirement (including, but not limited to, any marginal reserve requirement)
for the Agent or any Lender with respect to liabilities constituting of or including (among other liabilities) Eurocurrency liabilities
in an amount equal to that portion of the Loan affected by such Interest Period and with a maturity equal to such Interest Period.
Resolution
Authority. An EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
Revaluation
Date. (a) for purposes of borrowing, converting or continuing a Loan or issuing, amending or extending a Letter of Credit (including
for purposes of calculating the Outstanding amount of Loans and the amount of outstanding Commitments and Letter of Credit Liabilities
on such date), including, any Loans which are made by the Revolving Credit Lenders for purposes of reimbursing the Issuing Lender with
respect to amounts drawn under a Letter of Credit pursuant to §2.10(f) or for refinancing or participating in a Swing Loan pursuant
to §2.5(d) or (e), respectively, the date on which notice of such borrowing, conversion, continuation, issuance, participation, amendment
or extension is deemed given pursuant to this Agreement (or, if no such notice is required (or such requirement for giving notice is waived),
the date of such borrowing, conversion, continuation, issuance, amendment or extension); (b) for purposes of determining the amount of
any Commitment Increase or the aggregate amount of the Revolving Credit Commitments the Borrower elects to extend pursuant to §2.12,
or determining compliance with any applicable covenant or condition precedent for any such Commitment Increase or extension of the Revolving
Credit Maturity Date which requires determination as of the date of such Increase Notice or Extension Request is given, on the date that
the applicable Increase Notice or Extension Request is deemed given pursuant to this Agreement (or, if the requirement for providing such
notice is waived, any Commitment Increase Date or the date on which Borrower elects to extend Revolving Credit Commitments pursuant to
§2.12, as applicable), (c) for purposes of determining compliance with any applicable covenant or condition precedent for any Commitment
Increase or extension of the Revolving Credit Maturity Date pursuant to §2.12 (other than the requirement for providing notice thereof
or any determining compliance with any applicable covenant or condition precedent which requires determination as of the date of the Increase
Notice or Extension Request, as applicable, which shall be governed by clause (b) above), on the applicable Commitment Increase Date or
the date on which the Revolving Credit Maturity Date is extended pursuant to §2.12, as the case may be, (d) for purposes of optionally
prepaying Loans or optionally reducing the Revolving Credit Commitments (including for purposes of calculating the Outstanding amount
of Loans and the amount of outstanding Revolving Credit Commitments and Letter of Credit Liabilities on such date), the date notice of
such prepayment or reduction is deemed given pursuant to this Agreement (or, if no such notice is required (or the requirement for such
notice is waived), the date of such optional prepayment or reduction of Commitments); (e) for purposes of calculating any fee or mandatory
prepayment or mandatory commitment termination due hereunder, the date upon which such fee became due and payable or the date upon which
such mandatory prepayment or mandatory commitment termination arose, provided that for purposes of making any prepayment required
pursuant to §3.2(b), the Revaluation Date applicable to such prepayment shall be the last calendar day of each calendar month prior
to the Revolving Credit Maturity Date; provided, further, that, for the avoidance of doubt, any payments or prepayments
of principal amounts of Loans and repayments of drawings on Letters of Credit will be made in the currency in which such Loan or Letter
of Credit is denominated, (f) for purposes of calculating any financial covenant in §9 or any applicable monetary limit in §8
with respect to all amounts not denominated in Dollars, the date of determination for such financial covenant (except, in each case, (i)
the Dollar Equivalent of any Derivatives Termination Value shall be determined as of the day set forth in the definition of “Indebtedness”,
and (ii) the calculation of any such covenant which requires the determination of an Income Component of REIT, Borrower or any of their
respective Subsidiaries or Unconsolidated Affiliates for amounts not denominated in Dollars shall be determined in accordance with the
last sentence of §1.3(b)); (g) any Automatic Alternative Currency Conversion Date; (h) any other date under this Agreement when the
Dollar Equivalent or Alternative Currency Equivalent is to be determined; and (i) at any time that a Default or Event of Default exists
or an Automatic Alternative Currency Conversion Trigger has occurred and is continuing, such additional dates as the Agent shall determine.
Revolving
Credit Base Rate Loans. Revolving Credit Loans bearing interest calculated by reference to the Base Rate.
Revolving
Credit Commitment. With respect to each Revolving Credit Lender, the amount set forth on Schedule 1.1 hereto as the
amount in Dollars of such Revolving Credit Lender’s Revolving Credit Commitment to make or maintain Revolving Credit Loans to the
Borrower, and to participate in Letters of Credit for the account of the Borrower, as the same may be changed from time to time in accordance
with the terms of this Agreement.
Revolving
Credit Commitment Percentage. With respect to each Revolving Credit Lender, the percentage set forth on Schedule 1.1
hereto as such Revolving Credit Lender’s percentage of the Total Revolving Credit Commitment, as the same may be changed from time
to time in accordance with the terms of this Agreement; provided that if the Total Revolving Credit Commitment has been terminated as
provided in this Agreement, then the Revolving Credit Commitment Percentage of each Revolving Credit Lender shall be determined based
on the Revolving Credit Commitment Percentage of such Revolving Credit Lender immediately prior to such termination and after giving effect
to any subsequent assignments made pursuant to the terms hereof.
Revolving
Credit Lenders. Collectively, the Lenders which have a Revolving Credit Commitment, the Revolving Credit Lenders as of the
Second Amendment Date being identified on Schedule 1.1 hereto.
Revolving
Credit Loan or Loans. An individual Revolving Credit Loan or the aggregate Revolving Credit Loans, as the case may be, in the
maximum principal amount of the Total Revolving Credit Commitment to be made by the Revolving Credit Lenders hereunder as more particularly
described in §2. Without limiting the foregoing, Revolving Credit Loans shall also include Revolving Credit Loans made pursuant to
§2.10(f).
Revolving
Credit Maturity Date. October 8, 2026, as such date may be extended as provided in §2.12, or such earlier date on which
the Revolving Credit Loans shall become due and payable pursuant to the terms hereof.
Revolving
Credit Notes. See §2.1(b).
RFR.
For any day (an “RFR Interest Day”), an interest rate per annum equal to, for any RFR Loan denominated in (i) Sterling,
Daily Compounded SONIA for the day that is five (5) Business Days prior to (A) if such RFR Interest Day is a Business Day, such RFR Interest
Day or (B) if such RFR Interest Day is not a Business Day, the Business Day immediately preceding such RFR Interest Day, (ii) Swiss Francs,
SARON for the day that is two (2) RFR Business Days prior to (A) if such RFR Interest Day is a RFR Business Day, such RFR Interest Day
or (B) if such RFR Interest Day is not a RFR Business Day, the Business Day immediately preceding such RFR Interest Day, (iii) Norwegian
Krone, NOWA for the day that is five (5) RFR Business Days prior to (A) if such RFR Interest Day is a RFR Business Day, such RFR Interest
Day or (B) if such RFR Interest Day is not a RFR Business Day, the Business Day immediately preceding such RFR Interest Day, (iv) Swedish
Krona, SWESTR for the day that is five (5) Business Days prior to (A) if such RFR Interest Day is a RFR Business Day, such RFR Interest
Day or (B) if such RFR Interest Day is not a RFR Business Day, the Business Day immediately preceding such RFR Interest Day, and (v) Dollars,
Daily Simple SOFR.
RFR
Business Day. For any Loan denominated in (a) Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on
which banks are closed for general business in London, (b) Swiss Francs, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day
on which banks are closed for the settlement of payments and foreign exchange transactions in Zurich, (c) Norwegian Krone, any day except
for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for the settlement of payments and foreign exchange transactions
in Oslo, (d) Swedish Krona, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for the settlement
of payments and foreign exchange transactions in Stockholm, and (e) Dollars, a U.S. Government Securities Business Day.
RFR
Interest Day. See the definition of RFR.
RFR
Loan. Loans bearing interest with reference to a RFR.
RTL
GP. GNL Retail GP, LLC, a Delaware limited liability company.
RTL
OP. The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership.
Same
Day Funds. With respect to disbursements and payments in Dollars, immediately available funds and with respect to disbursements
and payments in an Alternative Currency, same day or other funds as may be determined by the Agent to be customary in the place of disbursement
or payment for the settlement of international banking transactions in such Alternative Currency.
Sanctions
Laws and Regulations. Any applicable sanctions, prohibitions or requirements imposed by any applicable executive order or by
any applicable sanctions program administered by OFAC, the United States Department of State, the Office of the United States Treasury,
the United Nations Security Council, the European Union or His Majesty’s Treasury.
S&P.
S&P Global Inc., and any successor thereto.
SARON.
With respect to any Business Day, a rate per annum equal to the Swiss Average Rate Overnight for such Business Day published by the SARON
Administrator on the SARON Administrator’s Website.
SARON
Administrator. SIX Swiss Exchange AG (or any successor administrator of the Swiss Average Rate Overnight).
SARON
Administrator’s Website. SIX Swiss Exchange AG’s website, currently at https://www.six-group.com, or any successor
source for the Swiss Average Rate Overnight identified as such by the SARON Administrator from time to time.
SEC.
The federal Securities and Exchange Commission.
Second
Amendment. That certain Second Amendment to this Agreement dated as of the Second Amendment Date among the Borrower, the Guarantors
party thereto, Agent, KeyBank and the other Lenders party thereto.
Second
Amendment Date. September [12], 2023.
Secured
Indebtedness. The aggregate Indebtedness of a Person and its Subsidiaries (without duplication) that is secured by a Lien on
any Real Estate or other asset. With respect to the REIT and its Subsidiaries as of any date of determination, Secured Indebtedness shall
include the Equity Percentage of Secured Indebtedness of such Persons’ Unconsolidated Affiliates.
Secured
Recourse Indebtedness. With respect to any Person as of any date of determination, Secured Indebtedness of other Persons which
such first Person has guaranteed, other than guarantees constituting Non-Recourse Indebtedness (but including such guarantees once a written
claim is made with respect thereto to the extent provided for in the definition of Non-Recourse Indebtedness), or Secured Indebtedness
which is otherwise recourse to such first Person.
Securities
Act. The Securities Act of 1933, as amended from time to time, together with all rules and regulations issued thereunder.
SG.
As defined in the preamble hereto.
Significant
Lease. As to any particular Real Estate, each Lease which constitutes 30% or more of all base rent revenue of such Real Estate.
Single
Asset Entity. A bankruptcy remote, single purpose entity which is a Subsidiary of the Borrower and which is not a Subsidiary
Guarantor which owns real property and related assets which are security for Indebtedness of such entity, and which Indebtedness does
not constitute Indebtedness of any other Person except as provided in the definition of Non-Recourse Indebtedness (except for Non-Recourse
Exclusions).
SMBC.
As defined in the preamble hereto.
SOFR.
A rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
SOFR
Administrator. The Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
SOFR
Administrator’s Website. The website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org,
or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.
SOFR
Determination Day. See the definition of “Daily Simple SOFR”.
SOFR
Rate Day. See the definition of “Daily Simple SOFR”.
SONIA.
With respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published by the
SONIA Administrator on the SONIA Administrator’s Website.
SONIA
Administrator. The Bank of England (or any successor administrator of the Sterling Overnight Index Average).
SONIA
Administrator’s Website. The Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor
source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.
Specified
Second Amendment Assets. (i) the Real Estate owned by ARC SWWMGPA001, LLC and located at 700 Woodland Road, Wyomissing, Pennsylvania,
(ii) the Real Estate owned by ARC PCBIRAL001, LLC and located at 4445 Creekside Avenue, Hoover, Alabama, and (iii) the Real Estate owned
by ARG FGALPMI001, LLC and located at 3349 Fairlane Drive, Allen Park, Michigan.
Spot
Rate. For a Currency, the rate reasonably determined by the Agent to be the rate quoted by the Person acting in such capacity
as the spot rate for the purchase by such Person of such Currency with another Currency through its principal foreign exchange trading
office at approximately 11:00 a.m. (London time) on the date two (2) Business Days prior to the date as of which the foreign exchange
computation is made; provided that the Agent may obtain such spot rate from another financial institution designated by the Agent if the
Person acting in such capacity does not have as of the date of determination a spot buying rate for any such Currency.
State.
A state or Commonwealth of the United States of America and the District of Columbia.
Statutory
Reserve Rate. A fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is
the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Federal Reserve Board to which the Agent is subject with respect to the Adjusted EURIBOR Rate
or Adjusted CDOR Rate, as applicable, for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation
D of the Federal Reserve Board) or any other reserve ratio or analogous requirement of any central banking or financial regulatory authority
imposed in respect of the maintenance of the Commitments or the funding of the Loans. Such reserve percentage shall include those imposed
pursuant to Regulation D of the Federal Reserve Board. Term Benchmark Loans shall be deemed to constitute eurocurrency funding and to
be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time
to time to any Lender under Regulation D of the Federal Reserve Board or any comparable regulation. The Statutory Reserve Rate shall be
adjusted automatically on and as of the effective date of any change in any reserve percentage.
Sterling
or £. The lawful currency of the United Kingdom.
Subsidiary.
For any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the securities
or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other
persons 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. Notwithstanding any ownership interest in the Borrower, the Borrower shall at all times be
considered a Subsidiary of REIT.
Subsidiary
Guarantor. Each party to the Guaranty as of the Second Amendment Date (other than REIT), and any Additional Subsidiary Guarantor.
Supported
QFC. See §39.
Sustainability
Proposal. See §2.15.
Sustainability
Agent. Each of SMBC and SG, but only in the event that, and for so long as, such Person is a Lender.
Swedish
Krona. The lawful money of Sweden.
Swedish
Krona Sublimit. See §2.1(a). The Swedish Krona Sublimit is part of, and not in addition to, the Revolving Credit Commitments
hereunder.
SWESTR.
With respect to any Business Day, a rate per annum equal to the Swedish Krona Short Term Rate for such Business Day published by the SWESTR
Administrator on the SWESTR Administrator’s Website.
SWESTR
Administrator. Sveriges Riksbank (or any successor administrator of the Swedish Krona Short Term Rate).
SWESTR
Administrator’s Website. Sveriges Riksbank’s website, currently at https:// www.riksbank.se, or any successor source
for the Swedish Krona Short Term Rate identified as such by the SWESTR Administrator from time to time.
Swing
Loan. See §2.5(a).
Swing
Loan Commitment. An amount equal to Seventy-Five Million and No/100 Dollars ($75,000,000.00), as the same may be changed from
time to time in accordance with the terms of this Agreement.
Swing
Loan Lender. KeyBank, in its capacity as Swing Loan Lender and any successor thereof.
Swing
Loan Note. See §2.5(b).
Swiss
Francs or CHF. The lawful currency of the Swiss Confederation.
Swiss
Francs Sublimit. See §2.1(a). The Swiss Francs Sublimit is part of, and not in addition to, the Revolving Credit Commitments
hereunder.
Syndication
Agent. Each of CONA, Citizens, BMO, Mizuho, SMBC and Huntington, but only in the event that, and for so long as, such Person
is a Lender.
TARGET
Day. Any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or,
if such payment system ceases to be operative, such other payment system (if any) determined by the Agent to be a suitable replacement)
is open for the settlement of payments in Euro.
Taxes.
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.
Tenant.
The tenant of an Unencumbered Pool Asset or other Real Estate pursuant to a Lease of such Unencumbered Pool Asset or other Real Estate.
Term
Base Rate Loans. The Term Loans bearing interest by reference to the Base Rate.
Term
Benchmark. For any Business Day, an interest rate per annum equal to, for any Term Benchmark Loan denominated in (i) Dollars,
Adjusted Term SOFR, (ii) Canadian Dollars, the Adjusted CDOR Rate, and (iii) Euros, the Adjusted EURIBOR Rate.
Term
Benchmark Loans. Those Loans bearing interest calculated by reference to the applicable Term Benchmark.
Term
Loan or Term Loans. An individual Term Loan or the aggregate Term Loans, as the case may be, made by the Term Loan Lenders
hereunder.
Term
Loan Commitment. With respect to each Term Loan Lender, the amount set forth in any Term Loan Commitment Amendment as the amount
in the applicable Currency of such Term Loan Lender’s Term Loan Commitment to make Term Loans to the Borrower on the date of such
Term Loan Commitment Amendment or such other applicable date set forth therein, as the case may be, as the same may be changed from time
to time in accordance with the terms of this Agreement. For the avoidance of any doubt, as of the Second Amendment Date, the Term Loan
Commitment is zero and no Lender is committed to fund any Term Loan or portion thereof to the Borrower.
Term
Loan Commitment Amendment. See §2.11.
Term
Loan Commitment Percentage. With respect to each Term Loan Lender, the percentage set forth in any Term Loan Commitment Amendment
as such Term Loan Lender’s percentage of the aggregate Term Loan to the Borrower, as the same may be changed from time to time in
accordance with the terms of this Agreement; provided that with respect to any class of Term Loans, upon the funding of the Commitments
of such class of Term Loans, the Commitment Percentage of such Term Loans with respect to each Lender shall be the percentage that each
Lender’s aggregate Outstanding Term Loans of such class represent with respect to the aggregate Outstanding Term Loans of such class.
Term
Loan Lenders. Collectively, the Lenders which have a Term Loan Commitment as identified in any Term Loan Commitment Amendment.
For the avoidance of any doubt, there are no Term Loan Lenders as of the Second Amendment Date.
Term
Loan Maturity Date. The maturity date selected by Borrower and agreed to by Agent and the Term Loan Lenders pursuant to §2.11,
such date to be set forth in any Term Loan Commitment Amendment, or such earlier date on which the Term Loans shall become due and payable
pursuant to the terms hereof.
Term
Loan Note. A promissory note made by the Borrower in favor of a Term Loan Lender in the principal face amount equal to such
Term Loan Lender’s Term Loan Commitment, in substantially the form of Exhibit B hereto.
Term
SOFR. (a) For any calculation with respect to a Term SOFR Loan, the greater of (i) the Term SOFR Reference Rate for a tenor
comparable to the applicable Interest Period on the day (such day, the “Lookback Day”) that is two U.S. Government
Securities Business Days prior to the first day of such Interest Period (and rounded in accordance with the Agent’s customary practice),
as such rate is published by the Term SOFR Administrator and (ii) the Floor; provided, however, that if as of 5:00 p.m. (Cleveland, Ohio
time) on any Lookback 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 U.S. Government Securities Business Days prior to such Lookback Day and (b) for any calculation
with respect to a Base Rate Loan, the Term SOFR Reference Rate for a tenor of one month on the day that is two U.S. Government Securities
Business Days prior to the date the Base Rate is determined, subject to the proviso provided in clause (a) above.
Term
SOFR Administrator. CME (or a successor administrator of the Term SOFR Reference Rate, as selected by the Agent in its reasonable
discretion).
Term
SOFR Index Adjustment. For any calculation with respect to a Term SOFR Loan, a percentage per annum as set forth below for
the applicable Type of such Loan and (if applicable) Interest Period therefor:
Interest Period | |
Percentage | |
One month | |
| 0.10 | % |
Three months | |
| 0.15 | % |
Six months | |
| 0.25 | % |
Term
SOFR Loan. Each Loan bearing interest at a rate based upon Adjusted Term SOFR (other than pursuant to clause (c) of the definition
of Base Rate).
Term
SOFR Reference Rate. The forward-looking term rate based on SOFR.
Titled
Agents. The Arrangers, the Syndication Agents, the Sustainability Agents and the Documentation Agent.
Total
Commitment. The sum of the Dollar Equivalent of the Total Revolving Credit Commitment and the Dollar Equivalent of the Total
Term Loan Commitment, as each is in effect from time to time. The Total Commitment may increase in accordance with §2.11.
Total
Revolving Credit Commitment. The sum of the Revolving Credit Commitments of the Revolving Credit Lenders, as in effect from
time to time. As of the Second Amendment Date, the Total Revolving Credit Commitment is One Billion Nine Hundred Fifty Million and No/100
Dollars ($1,950,000,000.00). The Total Revolving Credit Commitment may increase in accordance with §2.11.
Total
Term Loan Commitment. The sum of the Term Loan Commitments of the Term Loan Lenders, as in effect from time to time. As of
the Second Amendment Date, the Total Term Loan Commitment is zero. The Total Term Loan Commitment may increase in accordance with §2.11.
Type.
As to any Loan, refers to whether the rate of interest on such Loan is determined by reference to the Term Benchmark, the Adjusted RFR,
the Base Rate or the Alternate Rate.
UK
Financial Institution. Any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form 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. The Bank of England or any other public administrative authority having responsibility for the resolution
of any UK Financial Institution.
Unadjusted
Benchmark Replacement. The applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
Unconsolidated
Affiliate. In respect of any Person, any other Person in whom such Person holds an Equity Interest, which Equity Interest 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 first Person on the consolidated financial statements of such first Person if such financial
statements were prepared in accordance with the full consolidation method of GAAP as of such date.
Unencumbered
Asset Value. With respect to an Unencumbered Pool Asset for any date of determination, an amount equal to (a) in the case of
an Unencumbered Pool Asset owned or leased by the Borrower or Wholly-Owned Subsidiary of the Borrower for the entire period of four consecutive
fiscal quarters most recently ended, the Capitalized Value; and (b) in the case of an Unencumbered Pool Asset acquired during the period
of four consecutive fiscal quarters most recently ended, the purchase price (converted to Dollars if necessary) paid by the Borrower or
any of its Subsidiaries for such Unencumbered Pool Asset exclusive of (i) closing and other transaction costs to the extent not capitalized
under FASB ASC 805 and (ii) any amounts paid to the Borrower or such Subsidiary as a purchase price adjustment, or any amounts held in
escrow, to be retained as a contingency reserve, or held pursuant to other similar arrangements in connection with such acquisition.
Unencumbered
Implied Debt Service. At any time determined by the Agent, an amount equal to the annual principal and interest payment sufficient
to amortize in full over a thirty (30) year period a loan amount equal to the Consolidated Total Unsecured Indebtedness (denominated and
converted to Dollars as necessary), calculated using a per annum interest rate equal to the greatest of (a) the then-current annual yield
on ten (10) year obligations issued by the United States Treasury most recently prior to the date of determination plus two hundred fifty
(250) basis points (2.50%), (b) the highest interest rate being paid in respect of the Loans as of the last day of the most recent calendar
quarter and (c) six and one-half percent (6.5%) constant.
Unencumbered
Net Operating Income. As of any date of determination, with respect to any period, the aggregate sum of Net Operating Income
of the Unencumbered Pool Assets.
Unencumbered
Pool Aggregate Asset Value. As of any date of determination, the sum of the Unencumbered Asset Value of each of the
Unencumbered Pool Assets.
Unencumbered
Pool Assets. Eligible Real Estate which satisfies all conditions set forth in §7.20(a) and the Real Estate assets which
are accepted in writing pursuant to §7.20(b), and, in each case, which have not been removed pursuant to §7.20(d) or §7.20(e).
The properties designated by the Borrower to be Unencumbered Pool Assets as of the Second Amendment Date are described on Schedule 1.2
hereto.
Unencumbered
Pool Asset Certificate. See 7.20(a)(xv).
Unencumbered
Pool Certificate. See §7.4(c).
Unencumbered
Property Subsidiary. A Wholly Owned Subsidiary of Borrower that directly owns or, pursuant to a Ground Lease, leases an Unencumbered
Pool Asset. An Unencumbered Property Subsidiary shall include any Subsidiary Guarantor as a result of clause (a) of the definition of
Material Subsidiary.
Unrestricted
Cash and Cash Equivalents. As of any date of determination, the sum of (a) the aggregate amount of Unrestricted cash and (b)
the aggregate amount of Unrestricted Cash Equivalents (valued at fair market value). As used in this definition, “Unrestricted”
means the specified asset is readily available for the satisfaction of any and all obligations of such Person. For the avoidance of doubt,
Unrestricted Cash and Cash Equivalents shall not include any tenant security deposits or other restricted deposits.
Unsecured
Indebtedness. With respect to any Person, Indebtedness of such Person which is not Secured Indebtedness.
Unused
Fee. See §2.3.
Unused
Fee Percentage. With respect to any day during a calendar quarter while the leverage-based pricing grid set forth in clause
(a) of the definition of “Applicable Margin” is in effect, (i) 0.15% per annum, if the sum of the Dollar Equivalent of the
Revolving Credit Loans and Letter of Credit Liabilities outstanding on such day is more than 50% of the Total Revolving Credit Commitment,
or (ii) 0.25% per annum if the sum of the Dollar Equivalent of the Revolving Credit Loans and Letter of Credit Liabilities outstanding
on such day is less than or equal to 50% of the Total Revolving Credit Commitment.
U.S.
Government Securities Business Day. Any day except for (i) a Saturday, (ii) a Sunday or (iii) 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.
U.S.
Person. Any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.
U.S.
Special Resolution Regimes. See §39.
U.S.
Tax Compliance Certificate. See §4.3(g)(ii)(B)(3).
Wholly-Owned
Subsidiary. As to a Person, any Subsidiary of such first Person that is directly or indirectly owned one hundred percent (100%)
by such first Person.
Withholding
Agent. The REIT, the Borrower, any other Guarantor and the Agent, as applicable.
Write-Down
and Conversion Powers. (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 that 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.
§1.2
Rules of Interpretation.
(a)
A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time
to time in accordance with its terms and the terms of this Agreement.
(b)
The singular includes the plural and the plural includes the singular.
(c)
A reference to any law includes any amendment or modification of such law.
(d)
A reference to any Person includes its permitted successors and permitted assigns , and in the event the Borrower, any Guarantor
or any of their respective Subsidiaries is a limited liability company and shall undertake an LLC Division (any such LLC Division being
a violation of this Agreement), shall be deemed to include each limited liability company resulting from any such LLC Division.
(e)
Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting
entity to which they refer.
(f)
The words “include”, “includes” and “including” are not limiting.
(g)
The words “approval” and “approved”, as the context requires, means an approval in writing given to the
party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine
whether approval should be granted.
(h)
All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the
State of New York, have the meanings assigned to them therein.
(i)
Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated.
(j)
The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement
as a whole and not to any particular section or subdivision of this Agreement.
(k)
In the event of any change in GAAP after the date hereof or any other change in accounting procedures pursuant to §7.3 which
would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request
of the Borrower or the Agent, the Borrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good
faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue
to provide substantially the same financial tests or restrictions of the Borrower and the Guarantors as in effect prior to such accounting
change, as determined by the Majority Lenders in their good faith judgment. Until such time as such amendment shall have been executed
and delivered by the Borrower, the Guarantors, the Agent and the Majority Lenders, such financial covenants, ratio and other requirements,
and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as
if such change had not occurred.
(l)
Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed,
and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting
Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result
or effect) to value any Indebtedness or other liabilities of the Borrower or any of its Subsidiaries at “fair value”, as defined
therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards
Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect)
to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued
at the full stated principal amount thereof, and (iii) without giving effect to any change in accounting for leases (X) pursuant to GAAP
resulting from the implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842), or (Y) other changes to
GAAP taking effect after the Closing Date, in each case, to the extent such adoption would require treating any lease (or similar arrangement
conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated
under GAAP as in effect immediately prior to the effectiveness of such change.
(m)
To the extent that any of the representations and warranties contained in this Agreement or any other Loan Document is qualified
by “Material Adverse Effect” or any other materiality qualifier, then the qualifier “in all material respects”
contained in §§2.12(a)(iv), 2.13(c)(iii), 7.20(a)(ii), 10.8 and 11.2 shall not apply with respect to any such representations
and warranties.
§1.3
Currencies; Currency Equivalents.
(a)
At any time, any reference in the definition of the term “Alternative Currency” or in any other provision of this Agreement
to the Currency of any particular nation shall mean the then lawful currency of such nation at such time whether or not the name of such
Currency is the same as it was on the date of this Agreement.
(b)
The Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating the Dollar Equivalent of Outstanding
Loans denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot
Rates employed in converting any amounts between the applicable Currencies until the next Revaluation Date to occur. Except for purposes
of financial statements delivered hereunder or calculating covenants hereunder or except as otherwise provided herein, the applicable
amount of any Currency (other than Dollars) for purposes of the Loan Documents shall be the Dollar Equivalent of such amount as so determined
by the Agent. All financial statements delivered hereunder and covenants (including the respective components of such covenants) calculated
hereunder by Borrower shall be calculated in Dollars using, for amounts denominated in currencies other than Dollars, the Spot Rate then
in effect or such other rate as may be approved by Agent in its reasonable discretion; provided, however, that for any such financial
statements or covenant calculations that require the determination of Net Operating Income, Net Income (or Loss), EBITDA, Funds from Operations
and/or Adjusted FFO (each, an “Income Component”) of REIT, Borrower or any of their respective Subsidiaries or Unconsolidated
Affiliates, any amounts comprising such Income Components that are denominated in currencies other than Dollars shall be converted to
Dollars using the same exchange rates used by REIT for its financial statements filed (or to be filed) with the SEC for the applicable
period.
(c)
For purposes of determining (i) whether the amount of any Loan, together with all other Loans and Letter of Credit Liabilities
then outstanding, would exceed the aggregate amount of Term Loan Commitments or the Revolving Credit Commitments (as applicable) or would
cause a violation of any covenants contained herein, (ii) the aggregate unutilized amount of the Revolving Credit Commitments, (iii) the
outstanding aggregate principal amount of the Loans or the Letter of Credit Liabilities, and (iv) the Letter of Credit Liabilities in
respect of any Letters of Credit denominated in an Alternative Currency, the outstanding principal amount of any Alternative Currency
Loan or any Letter of Credit Liabilities relating to any Letter of Credit that is denominated in any Alternative Currency shall be deemed
to be the Dollar Equivalent of the amount of the Alternative Currency of such Loan or such Letter of Credit Liabilities determined by
Agent as of the applicable Revaluation Date.
(d)
For purposes of determining, in connection with the borrowing, converting, continuing or prepaying of a Loan hereunder, the termination
of any Commitment hereunder or the issuance, amendment or extension of a Letter of Credit hereunder on any date, any amount (including,
without limitation, any required minimum or multiple amount) is expressed in Dollars, but such Loan or Letter of Credit is denominated
in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest
1,000 units of such Alternative Currency), as determined by the Agent or Issuing Lender, as applicable, as of the applicable Revaluation
Date.
(e)
The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation,
administration, submission, calculation, performance or any other matter related to any interest rate used in this Agreement, or with
respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition
or characteristics of any such alternative, successor or replacement reference rate thereto (including any Benchmark Replacement) will
be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, any existing interest rate
prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Agent and
its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this
Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto,
in each case, in a manner adverse to the Borrower. The Agent may select information sources or services in its reasonable discretion to
ascertain any interest rate used in this Agreement, any component thereof, or rates referenced 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. The Agent will, in keeping with industry practice, continue using its current rounding
practices in connection with the interest rates used in this Agreement. In connection with the use or administration of any Benchmark
or Benchmark Replacement, the 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 Agent will promptly notify the Borrower
and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of such interest rates. Any
determination by the Agent under this section shall be conclusive absent manifest error.
§2.
THE CREDIT FACILITY.
§2.1
Revolving Credit Loans.
(a)
Subject to the terms and conditions set forth in this Agreement, each of the Revolving Credit Lenders severally agrees to lend
to the Borrower, and the Borrower may borrow (and repay and reborrow), from time to time between the Closing Date and the Revolving Credit
Maturity Date in Dollars or in any Alternative Currency requested by the Borrower upon notice by the Borrower to the Agent given in accordance
with §2.7, such sums as are requested by the Borrower for the purposes set forth in §2.9 up to a maximum aggregate principal
amount outstanding (after giving effect to all amounts requested) at any one time equal to the lesser of (i) such Lender’s Revolving
Credit Commitment and (ii) such Lender’s Revolving Credit Commitment Percentage of the maximum amount which, when added to the sum
of (1) the amount of all Outstanding Revolving Credit Loans, Term Loans and Swing Loans, (2) the aggregate amount of Letter of Credit
Liabilities and (3) the amount of all other Unsecured Indebtedness of REIT and its Subsidiaries, would not cause a violation of the covenants
set forth in §§9.3 and 9.4; provided, that, (U) the outstanding principal amount of the Revolving Credit Loans (after
giving effect to all amounts requested), Swing Loans and Letter of Credit Liabilities shall not at any time exceed the Total Revolving
Credit Commitment, (V) in all events no Default or Event of Default shall have occurred and be continuing, (W) the Dollar Equivalent of
the outstanding principal amount of all Revolving Credit Loans denominated in Alternative Currencies shall not at any time exceed the
Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss
Francs shall not at any time exceed $1,240,000,000.00 (the “Swiss Francs Sublimit”), (Y) the Dollar Equivalent of the
outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall not at any time exceed $825,000,000.00
(the “Norwegian Krone Sublimit”), and (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving
Credit Loans denominated in Swedish Krona shall not at any time exceed $825,000,000.00 (the “Swedish Krona Sublimit”).
Each Revolving Credit Loan shall be made of the same Currency and Type and made by the Revolving Credit Lenders pro rata in accordance
with each Revolving Credit Lender’s Revolving Credit Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall
constitute a representation and warranty by the Borrower that all of the conditions required of the Borrower set forth in §11 (and,
in the case of any request for a Revolving Credit Loan hereunder on the Closing Date, §10) have been satisfied on the date of such
request. The Agent may assume that the conditions in §10 and §11 have been satisfied unless it receives prior written notice
from a Revolving Credit Lender that such conditions have not been satisfied. No Revolving Credit Lender shall have any obligation to make
Revolving Credit Loans to the Borrower or participate in Letter of Credit Liabilities in the maximum aggregate principal outstanding balance
of more than the lesser of the amount equal to its Revolving Credit Commitment Percentage of the Revolving Credit Commitments and the
principal face amount of its Revolving Credit Note.
(b)
The Revolving Credit Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit
C hereto (collectively, the “Revolving Credit Notes”), dated of even date with this Agreement (except as otherwise provided
in §18.3) and completed with appropriate insertions. One Revolving Credit Note shall be payable to the order of each Revolving Credit
Lender in the principal amount equal to such Revolving Credit Lender’s Commitment or, if less, the outstanding amount of all Revolving
Credit Loans made by such Revolving Credit Lender, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes
the Agent to make or cause to be made, at or about the time of the Drawdown Date of any Revolving Credit Loan or the time of receipt of
any payment of principal thereof, an appropriate notation on the Agent’s Record reflecting the making of such Revolving Credit Loan
or (as the case may be) the receipt of such payment. The outstanding amount of the Revolving Credit Loans set forth on the Agent’s
Record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Revolving Credit Lender, but the
failure to record, or any error in so recording, any such amount on the Agent’s Record shall not limit or otherwise affect the obligations
of the Borrower hereunder or under any Revolving Credit Note to make payments of principal of or interest on any Revolving Credit Note
when due. By delivery of this Agreement and any Revolving Credit Note hereunder, there shall not be deemed to have occurred, and there
has not otherwise occurred, any payment, satisfaction or novation of the Indebtedness evidenced by the Existing Credit Agreement or the
“Revolving Credit Notes” described in the Existing Credit Agreement, which Indebtedness is instead allocated among the Revolving
Credit Lenders as of the date hereof in accordance with their respective Revolving Credit Commitment Percentages (it being acknowledged
that the Indebtedness evidenced by the “Revolving Credit Notes” of the Exiting Lenders is being allocated among the Lenders),
and is evidenced by this Agreement and the Revolving Credit Notes issued hereunder, and the Revolving Credit Lenders shall as of the date
hereof make such adjustments to the outstanding Revolving Credit Loans of such Revolving Credit Lenders so that such outstanding Revolving
Credit Loans are consistent with their respective Revolving Credit Commitment Percentages. Any and all Revolving Credit Notes issued on
the Closing Date in connection with this Agreement to Lenders holding Revolving Credit Notes issued under the Existing Credit Agreement
replace and are in lieu of such Revolving Credit Notes issued under the Existing Credit Agreement and each Exiting Lender shall return
its “Revolving Credit Note” and “Term Loan Note” to the Agent promptly after the Closing Date for cancellation.
§2.2
Commitment to Lend Term Loan. In the event of the initial increase of the Total Term Loan Commitment pursuant to §2.11
(the “Initial Term Increase”), subject to the terms and conditions of this Agreement, each of the Term Loan Lenders
severally agrees to lend to the Borrower, and the Borrower may borrow on the applicable Commitment Increase Date (the “Initial
Term Increase Date”) upon notice by the Borrower to the Agent given in accordance with §2.7, a Term Loan denominated in
an Agreed Currency for the purposes set forth in §2.9 in the maximum principal amount (after giving effect to all amounts requested)
equal to the lesser of (i) such Lender’s Term Loan Commitment and (ii) such Lender’s Term Loan Commitment Percentage of the
maximum amount which, when added to the sum of (1) the amount of all Outstanding Revolving Credit Loans, Term Loans and Swing Loans, (2)
the aggregate amount of Letter of Credit Liabilities and (3) the aggregate amount of all other Unsecured Indebtedness of REIT and its
Subsidiaries, would not cause a violation of the covenants set forth in §§9.3 and 9.4; provided, that, no Default or Event of
Default shall have occurred and be continuing. The Term Loans shall be evidenced by the Term Loan Notes, dated as of the applicable Commitment
Increase Date (except as otherwise provided in §18.3). One Term Loan Note shall be payable to each Term Loan Lender in the principal
amount equal to such Term Loan Lender’s Term Loan Commitment. In addition, any additional Term Loans made as a result of any subsequent
increase in the Total Term Loan Commitment after Initial Term Increase Date pursuant to §2.11 shall be made on the applicable Commitment
Increase Date, may be made in any Agreed Currency as requested by Borrower, and each Term Loan Lender which elects to increase its or
acquire a Term Loan Commitment pursuant to §2.11 severally and not jointly agrees to make a Term Loan to the Borrower on such Commitment
Increase Date in an amount equal to the lesser of (a) with respect to any existing Term Loan Lender, the amount by which such Lender’s
Term Loan Commitment increases on the applicable Commitment Increase Date, and with respect to any new Term Loan Lender, the amount of
such new Lender’s Term Loan Commitment, and (b) such Lender’s Term Loan Commitment Percentage of the maximum amount which,
when added to the sum of (1) the amount of all Outstanding Revolving Credit Loans, Term Loans and Swing Loans, (2) the aggregate amount
of Letter of Credit Liabilities and (3) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries, would not
cause a violation of the covenants set forth in §§9.3 and 9.4. Each Term Loan shall be made of the same Currency and Type and
made by the Term Loan Lenders pro rata in accordance with each Term Loan Lender’s Term Loan Commitment Percentage. Each request
for a Term Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of the Borrower
set forth in §11 have been satisfied on the date of such request. The Agent may assume that the conditions in §11 have been
satisfied unless it receives prior written notice from a Term Loan Lender that such conditions have not been satisfied. No Term Loan Lender
shall have any obligation to make Term Loans to the Borrower in the maximum aggregate principal outstanding balance of more than the principal
face amount of its Term Loan Note. The Borrower irrevocably authorizes Agent to make or cause to be made, at or about the time of the
Drawdown Date of any Term Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Agent’s Record
reflecting the making of such Term Loan or the receipt of such payment, as the case may be. The Outstanding Term Loans set forth on Agent’s
Record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Term Loan Lender, but the failure to record,
or any error in so recording, any such amount on Agent’s Record shall not limit or otherwise affect the obligations of the Borrower
hereunder or under any Term Loan Note to make payments of principal of or interest on any Term Loan Note when due.
§2.3
Unused Fee; Facility Fee.
(a)
Subject to §2.3(b), the Borrower agrees to pay to the Agent for the account of the Revolving Credit Lenders (other than a
Defaulting Lender for such period of time as such Revolving Credit Lender is a Defaulting Lender) in accordance with their respective
Revolving Credit Commitment Percentages a facility unused fee (the “Unused Fee”) calculated by multiplying the Unused
Fee Percentage applicable to such day, calculated as a per diem rate, times the excess of the Total Revolving Credit Commitment over the
Dollar Equivalent of outstanding principal amount of the Revolving Credit Loans and Letter of Credit Liabilities (but not the Swing Loans).
The Unused Fee shall be payable quarterly in arrears on the first (1st) day of each fiscal quarter for the immediately preceding fiscal
quarter or portion thereof, and on any earlier date on which the Revolving Credit Commitments shall be reduced or shall terminate as provided
in §2.4, with a final payment on the Revolving Credit Maturity Date. The Unused Fee shall be paid in Dollars.
(b)
From and after the date that Agent receives written notice that REIT has first obtained an Investment Grade Rating from at least
two (2) of the Rating Agencies and that Borrower has irrevocably elected to have the Applicable Margin determined pursuant to subparagraph
(b) of the definition of Applicable Margin, the Unused Fee shall no longer accrue (but any accrued Unused Fee shall be payable as provided
in §2.3(a)), and from and thereafter, Borrower agrees to pay to the Agent for the account of the Revolving Credit Lenders in accordance
with their respective Revolving Credit Commitment Percentages a facility fee (the “Facility Fee”) calculated at the
rate per annum set forth below based upon the applicable Credit Rating Level on the Total Revolving Credit Commitment:
Credit Rating Level |
Facility Fee Rate |
Credit Rating Level 1 |
0.125% |
Credit Rating Level 2 |
0.15% |
Credit Rating Level 3 |
0.20% |
Credit Rating Level 4 |
0.25% |
Credit Rating Level 5 |
0.30% |
The Facility Fee shall be
calculated for each day and shall be payable quarterly in arrears on the first (1st) day of each fiscal quarter for the immediately preceding
fiscal quarter or portion thereof, and on any earlier date on which the Revolving Credit Commitments shall be reduced or shall terminate
as provided in §2.4, with a final payment on the Revolving Credit Maturity Date. The Facility Fee shall be paid in Dollars. The Facility
Fee shall be determined by reference to the Credit Rating Level in effect from time to time; provided, however, that no change in the
Facility Fee rate resulting from a change in the Credit Rating Level shall be effective until three (3) Business Days after the date on
which the Agent receives written notice of a change.
§2.4
Reduction and Termination of the Revolving Credit Commitments. The Borrower shall have the right at any time and from time
to time upon five (5) Business Days’ prior written notice to the Agent to (a) reduce by $5,000,000.00 or an integral multiple of
$1,000,000.00 in excess thereof or (b) terminate entirely the Revolving Credit Commitments, whereupon the Revolving Credit Commitments
of the Revolving Credit Lenders shall be reduced pro rata in accordance with their respective Revolving Credit Commitment Percentages
of the amount specified in such notice or, as the case may be, terminated, any such termination or reduction to be without penalty except
as otherwise set forth in §4.7; provided, however, that no such termination or reduction shall be permitted if, after
giving effect thereto, the sum of Outstanding Revolving Credit Loans, the Outstanding Swing Loans and the Letter of Credit Liabilities
would exceed the Revolving Credit Commitments of the Revolving Credit Lenders as so terminated or reduced. Promptly after receiving any
notice from the Borrower delivered pursuant to this §2.4, the Agent will notify the Revolving Credit Lenders of the substance thereof.
Any reduction of the Revolving Credit Commitments which results in the Total Revolving Credit Commitment being less than $500,000,000.00
shall result in a proportionate reduction (rounded to the next lowest integral multiple of $100,000.00) in the maximum amount of Letters
of Credit (such proportion to be determined based on the amount that the Total Revolving Credit Commitment is reduced below $500,000,000.00),
and the Swing Loan Commitment shall automatically decrease by an amount equal to ten percent (10%) of the applicable reduction of the
Total Revolving Credit Commitment below $500,000,000.00. Upon the effective date of any such reduction or termination, the Borrower shall
pay to the Agent for the respective accounts of the Revolving Credit Lenders the full amount of any facility fee under §2.3 then
accrued on the amount of the reduction. No reduction or termination of the Revolving Credit Commitments may be reinstated.
§2.5
Swing Loan Commitment.
(a)
Subject to the terms and conditions set forth in this Agreement, the Swing Loan Lender agrees to lend to the Borrower (the “Swing
Loans”), and the Borrower may borrow (and repay and reborrow), in Dollars only, from time to time between the Closing Date and
the date which is five (5) Business Days prior to the Revolving Credit Maturity Date upon notice by the Borrower to the Swing Loan Lender
given in accordance with this §2.5, such sums as are requested by the Borrower for the purposes set forth in §2.9 in an aggregate
principal amount at any one time outstanding not exceeding the Swing Loan Commitment; provided that in all events (i) no Default
or Event of Default shall have occurred and be continuing; (ii) the outstanding principal amount of the Revolving Credit Loans and Swing
Loans (after giving effect to all amounts requested) plus the Letter of Credit Liabilities shall not at any time exceed the Total Revolving
Credit Commitment, and (iii) the sum of (A) the outstanding principal amount of the Revolving Credit Loans, Term Loans and Swing Loans,
plus the Letter of Credit Liabilities and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries shall
not cause a violation of the covenants set forth in §§9.3, or 9.4. Notwithstanding anything to the contrary contained in this
§2.5, the Swing Loan Lender shall not be obligated to make any Swing Loan at a time when any other Revolving Credit Lender is a Defaulting
Lender, unless the Swing Loan Lender is satisfied that the participation therein will otherwise be fully allocated to the Revolving Credit
Lenders that are Non-Defaulting Lenders consistent with §2.13(c) and the Defaulting Lender shall not participate therein, except
to the extent the Swing Loan Lender has entered into arrangements with the Borrower or such Defaulting Lender that are satisfactory to
the Swing Loan Lender in its good faith determination to eliminate the Swing Loan Lender’s Fronting Exposure with respect to any
such Defaulting Lender, including the delivery of cash collateral. Swing Loans shall constitute “Revolving Credit Loans” for
all purposes hereunder. The funding of a Swing Loan hereunder shall constitute a representation and warranty by the Borrower that all
of the conditions set forth in §11 have been satisfied on the date of such funding. The Swing Loan Lender may assume that the conditions
in §11 have been satisfied unless the Swing Loan Lender has received written notice from a Revolving Credit Lender that such conditions
have not been satisfied. Each Swing Loan shall be due and payable within five (5) Business Days of the date such Swing Loan was provided
and the Borrower hereby agrees (to the extent not repaid as contemplated by §2.5(d)) to repay each Swing Loan on or before the date
that is five (5) Business Days from the date such Swing Loan was provided. A Swing Loan may not be refinanced with another Swing Loan.
(b)
The Swing Loans shall be evidenced by a separate promissory note of the Borrower in substantially the form of Exhibit D
hereto (the “Swing Loan Note”), dated the date of this Agreement and completed with appropriate insertions. The Swing
Loan Note shall be payable to the order of the Swing Loan Lender in the principal face amount equal to the Swing Loan Commitment and shall
be payable as set forth below. The Borrower irrevocably authorizes the Swing Loan Lender to make or cause to be made, at or about the
time of the Drawdown Date of any Swing Loan or at the time of receipt of any payment of principal thereof, an appropriate notation on
the Swing Loan Lender’s Record reflecting the making of such Swing Loan or (as the case may be) the receipt of such payment. The
outstanding amount of the Swing Loans set forth on the Swing Loan Lender’s Record shall be prima facie evidence of the principal
amount thereof owing and unpaid to the Swing Loan Lender, but the failure to record, or any error in so recording, any such amount on
the Swing Loan Lender’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Swing
Loan Note to make payments of principal of or interest on any Swing Loan Note when due. By delivery of this Agreement and any Swing Line
Note hereunder, there shall not be deemed to have occurred, and there has not otherwise occurred, any payment, satisfaction or novation
of the Indebtedness evidenced by the Existing Credit Agreement or the “Swing Line Note” described in the Existing Credit Agreement.
Any and all Swing Loan Notes issued on the Closing Date in connection with this Agreement to Lenders holding Swing Loan Notes issued under
the Existing Credit Agreement replace and are in lieu of such Swing Loan Notes issued under the Existing Credit Agreement.
(c)
The Borrower shall request a Swing Loan by delivering to the Swing Loan Lender a Loan Request executed by an Authorized Officer
no later than 11:00 a.m. (Cleveland time) on the requested Drawdown Date specifying the amount of the requested Swing Loan (which shall
be in the minimum amount of $1,000,000.00) and providing the wire instructions for the delivery of the Swing Loan proceeds. The Loan Request
shall also contain the statements and certifications required by §2.7. Each such Loan Request shall be irrevocable and binding on
the Borrower and shall obligate the Borrower to accept such Swing Loan on the Drawdown Date. Notwithstanding anything herein to the contrary,
a Swing Loan shall be a Base Rate Loan and shall bear interest at the Base Rate plus the Applicable Margin for Revolving Credit Base Rate
Loans. The proceeds of the Swing Loan will be disbursed by wire by the Swing Loan Lender to the Borrower no later than 1:00 p.m. (Cleveland
time).
(d)
The Swing Loan Lender shall, within five (5) Business Days after the Drawdown Date with respect to such Swing Loan, request each
Revolving Credit Lender to make a Revolving Credit Loan pursuant to §2.1 in an amount equal to such Lender’s Revolving Credit
Commitment Percentage of the amount of the Swing Loan outstanding on the date such notice is given. In the event that the Borrower does
not notify the Agent in writing otherwise on or before noon (Cleveland Time) on the Business Day of the Drawdown Date with respect to
such Swing Loan, the Agent shall notify the Revolving Credit Lenders that such Revolving Credit Loan shall be a Term SOFR Loan with an
Interest Period of one (1) month, provided that the making of such Term SOFR Loan will not be in contravention of any other provision
of this Agreement, or if the making of a Term SOFR Loan would be in contravention of this Agreement, then such notice shall indicate that
such loan shall be a Base Rate Loan. The Borrower hereby irrevocably authorizes and directs the Swing Loan Lender to so act on its behalf,
and agrees that any amount advanced to the Agent for the benefit of the Swing Loan Lender pursuant to this §2.5(d) shall be considered
a Revolving Credit Loan pursuant to §2.1. Unless any of the events described in §12.1(g), 12.1(h) or 12.1(i) shall have occurred
(in which event the procedures of §2.5(e) shall apply), each Revolving Credit Lender shall make the proceeds of its Revolving Credit
Loan available to the Swing Loan Lender for the account of the Swing Loan Lender at the Agent’s Head Office prior to 12:00 noon
(Cleveland time) in Same Day Funds no later than one (1) Business Day after the date such request was made by the Swing Loan Lender just
as if the Revolving Credit Lenders were funding directly to the Borrower, so that thereafter such Obligations shall be evidenced by the
Revolving Credit Notes. The proceeds of such Revolving Credit Loan shall be immediately applied to repay the Swing Loans.
(e)
If for any reason a Swing Loan cannot be refinanced by a Revolving Credit Loan pursuant to §2.5(d), each Revolving Credit
Lender will, on the date such Revolving Credit Loan pursuant to §2.5(d) was to have been made, purchase an undivided participation
interest in the Swing Loan in an amount equal to its Revolving Credit Commitment Percentage of such Swing Loan. Each Revolving Credit
Lender will immediately transfer to the Swing Loan Lender in immediately available funds the amount of its participation and upon receipt
thereof the Swing Loan Lender will deliver to such Revolving Credit Lender a Swing Loan participation certificate dated the date of receipt
of such funds and in such amount.
(f)
The Agent shall notify the Borrower of any Revolving Credit Loans made pursuant to §2.5(d) or participations in any Swing
Loan acquired pursuant to §2.5(e), and thereafter payments in respect of such Swing Loan shall be made to the Agent and not to the
Swing Loan Lender. Subject to §2.13, any amounts received by the Swing Loan Lender from the Borrower (or other party on behalf of
the Borrower) in respect of a Swing Loan after receipt by the Swing Loan Lender of the proceeds of Revolving Credit Loans made pursuant
to §2.5(d) with respect to such Swing Loan shall be remitted to the Agent, and be promptly remitted by the Agent to the Revolving
Credit Lenders that shall have made such Revolving Credit Loans pursuant to §2.5(d) and to the Swing Loan Lender, as their interests
may appear; provided, however, that in the event that such payment received by the Swing Loan Lender is required to be returned,
such Revolving Credit Lender will return to the Swing Loan Lender any portion thereof previously distributed by the Swing Loan Lender
to it. Subject to §2.13, whenever at any time after the Swing Loan Lender has received from any Revolving Credit Lender such Revolving
Credit Lender’s participation interest in a Swing Loan, the Swing Loan Lender receives any payment on account thereof, the Swing
Loan Lender will distribute to such Revolving Credit Lender its participation interest in such amount (appropriately adjusted in the case
of interest payments to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding
and funded); provided, however, that in the event that such payment received by the Swing Loan Lender is required to be
returned, such Revolving Credit Lender will return to the Swing Loan Lender any portion thereof previously distributed by the Swing Loan
Lender to it.
(g)
Each Revolving Credit Lender’s obligation to fund a Revolving Credit Loan as provided in §2.5(d) or to purchase participation
interests pursuant to §2.5(e) shall be absolute and unconditional and shall not be affected by any circumstance, including, without
limitation, (a) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or the Borrower may have
against the Swing Loan Lender, the Borrower or anyone else for any reason whatsoever; (b) the occurrence or continuance of a Default or
an Event of Default; (c) any adverse change in the condition (financial or otherwise) of REIT or any of its Subsidiaries; (d) any breach
of this Agreement or any of the other Loan Documents by the Borrower or any Guarantor or any Lender; or (e) any other circumstance, happening
or event whatsoever, whether or not similar to any of the foregoing. Any portions of a Swing Loan not so purchased or converted may be
treated by the Agent and the Swing Loan Lender as against such Revolving Credit Lender as a Revolving Credit Loan which was not funded
by the non-purchasing Revolving Credit Lender, thereby making such Revolving Credit Lender a Defaulting Lender. Each Swing Loan, once
so sold or converted, shall cease to be a Swing Loan for the purposes of this Agreement, but shall be a Revolving Credit Loan made by
each Revolving Credit Lender under its Revolving Credit Commitment.
§2.6
Interest on Loans.
(a)
Each Revolving Credit Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on
the date on which such Revolving Credit Base Rate Loan is repaid or converted to a Loan of another Type at the rate per annum equal to
the sum of the Base Rate plus the Applicable Margin for Revolving Credit Base Rate Loans.
(b)
Each Benchmark Revolving Credit Loan that is (X) a RFR Loan shall bear interest for the period commencing with the Drawdown Date
thereof and ending on the date on which such Benchmark Revolving Credit Loan is repaid or is converted to a Loan of another Type at the
rate per annum equal to the sum of the Adjusted RFR plus the Applicable Margin for Benchmark Revolving Credit Loans, and (Y) a Term Benchmark
Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of each Interest Period with
respect thereto at the rate per annum equal to the sum of the Term Benchmark determined for such Interest Period plus the Applicable Margin
for Benchmark Revolving Credit Loans.
(c)
Each Term Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on
which such Term Base Rate Loan is repaid or is converted to a to a Loan of another Type at a rate per annum equal to the sum of the Base
Rate plus the Applicable Margin for Term Base Rate Loans.
(d)
Each Benchmark Term Loan that is (X) a RFR Loan shall bear interest for the period commencing with the Drawdown Date thereof and
ending on the date on which such Benchmark Term Loan is repaid or is converted to a Loan of another Type at the rate per annum equal to
the sum of the Adjusted RFR plus the Applicable Margin for Benchmark Term Loans, and (Y) a Term Benchmark Loan shall bear interest for
the period commencing with the Drawdown Date thereof and ending on the last day of each Interest Period with respect thereto at the rate
per annum equal to the sum of the Term Benchmark determined for such Interest Period plus the Applicable Margin for Benchmark Term Loans.
(e)
The Borrower promises to pay, in each case in the applicable Currency in which such Loan is denominated, interest on each Loan
in arrears on each Interest Payment Date with respect thereto.
(f)
Base Rate Loans and Benchmark Loans may be converted to Loans of the other Type as provided in §4.1.
Notwithstanding anything to
the contrary contained herein, all Alternative Currency Loans shall be Benchmark Loans (except to the extent any such Alternative Currency
Benchmark Loan is converted to an Alternate Rate Loan pursuant to the express provisions of this Agreement, in which event such Alternate
Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Alternate
Rate Loan is repaid or converted to a Benchmark Loan at the rate per annum equal to the sum of the Alternate Rate plus the Applicable
Margin for Benchmark Loans).
§2.7
Requests for Loans. The Borrower shall give to the Agent written notice executed by an Authorized Officer in the form of
Exhibit E hereto (or telephonic notice confirmed in writing in the form of Exhibit E hereto) of each Revolving
Credit Loan or Term Loan requested hereunder (a “Loan Request”) by 11:00 a.m. (Cleveland time) one (1) Business Day
prior to the proposed Drawdown Date with respect to Revolving Credit Base Rate Loans and Term Base Rate Loans, and three (3) Business
Days prior to the proposed Drawdown Date with respect to Benchmark Revolving Credit Loans and Benchmark Term Loans (provided, however,
with respect to the Loan Request to be given by Borrower in connection with the closing of the Second Amendment, the Borrower may submit
such Loan Request for Benchmark Revolving Credit Loans to the Agent by 3:00 p.m. (Cleveland time) two (2) Business Days prior to the proposed
Drawdown Date). Each such notice shall specify with respect to the requested Loan the proposed principal amount of such Loan, whether
such Loan is a Revolving Credit Loan or Term Loan, the Type of Loan (provided that all Alternative Currency Loans shall be Benchmark Loans),
the Currency in which such Loan is to be made, the initial Interest Period (if applicable) for such Loan and the Drawdown Date. Each such
notice shall also contain (a) a general statement as to the purpose for which such advance shall be used (which purpose shall be
in accordance with the terms of §2.9) and (b) a certification by the chief executive officer, president or chief financial officer
of the Borrower that the Borrower and Guarantors (including any Unencumbered Property Subsidiary) are and will be in compliance with all
covenants under the Loan Documents after giving effect to the making of such Loan. Promptly upon receipt of any such notice, the Agent
shall notify each of the Revolving Credit Lenders or Term Loan Lenders, as the case may be, of such Loan Request. Each such Loan Request
shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Loan requested from the applicable Lenders
on the proposed Drawdown Date (provided, however, with respect to the Loan Request to be given by Borrower in connection with the closing
of the Second Amendment, the Borrower may, upon prior written notice (or telephonic notice confirmed in writing) given to the Agent no
later than 1:00 p.m. (Cleveland time) one (1) Business Day prior to the proposed Drawdown Date specified in such Loan Request, revoke
such Loan Request or modify such Loan Request to select a later Drawdown Date). Nothing herein shall prevent the Borrower from seeking
recourse against any Lender that fails to advance its proportionate share of a requested Loan as required by this Agreement. Each Loan
Request shall be (x) for a Base Rate Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $100,000.00 in
excess thereof; or (y) for a Benchmark Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $1,000,000.00
in excess thereof; provided, however, that there shall be no more than eight (8) Benchmark Loans outstanding at any one
time. Any consent given by a Lender to the Agent to fund in a particular Alternative Currency shall be binding on such Lender and the
Agent may conclusively assume the effectiveness thereof absent receipt of notice to the contrary from any such Lender. If Borrower fails
to specify a Currency in a Loan Request requesting a Loan, then the requested Loan shall be made in Dollars.
§2.8
Funds for Loans.
(a)
Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans or Term Loans denominated
in Dollars, each of the applicable Revolving Credit Lenders or Term Loan Lenders, as applicable, will make available to the Agent, at
the Agent’s Head Office, in Same Day Funds in the applicable Currency, the amount of such Lender’s applicable Commitment Percentage
of the amount of the requested Loans which may be disbursed pursuant to §2.1 or §2.2, as applicable. In the case of a borrowing
denominated in an Alternative Currency, each of the applicable Revolving Credit Lenders or Term Loan Lenders, as applicable, will make
available to the Agent, at the Agent’s Head Office, in Same Day Funds in the applicable Currency not later than the Applicable Time
specified by the Agent on the Business Day specified in the applicable Loan Request. A Lender at its option may, upon reasonable prior
notice to Agent, make a Benchmark Loan by causing any U.S. or non-U.S. branch or Affiliate of such Lender to make such Loan and any exercise
of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Upon
receipt from each such Revolving Credit Lender or Term Loan Lender, as applicable, of such amount, and upon receipt of the documents required
by §11 (and in connection with the making of the initial Loan on the Closing Date, §10) and the satisfaction of the other conditions
set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit
Loans or Term Loans made available to the Agent by the Revolving Credit Lenders or Term Loan Lenders, as applicable, by crediting such
amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Revolving Credit Lender
or Term Loan Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date, or on the Commitment Increase
Date (if applicable) with respect to any Term Loans, the amount of its Commitment Percentage of the requested Loans shall not relieve
any other Revolving Credit Lender or Term Loan Lender from its several obligation hereunder to make available to the Agent the amount
of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be
requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing.
(b)
Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date of any Revolving Credit Loans, or
on the Commitment Increase Date (if applicable) with respect to any Term Loans, that such Lender will not make available to Agent (in
the applicable Currency) such Lender’s Revolving Credit Commitment Percentage of a proposed Revolving Credit Loan or Term Loans,
Agent may in its discretion assume that such Lender has made such Loan available to Agent (in the applicable Currency) in accordance with
the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower,
and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount in
the applicable Currency upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly
pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the Borrower, as the case may
be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent
to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at
the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%), plus with respect to
any payment to be made by a Lender that is denominated in an Alternative Currency, the cost to Agent of funding such amount (as determined
by Agent).
§2.9
Use of Proceeds. The Borrower will use the proceeds of the Loans solely for (a) payment of closing costs in connection with
this Agreement, (b) repayment of Indebtedness, (c) acquisitions of fee simple ownership of Real Estate or Real Estate subject to a Ground
Lease and other Investments permitted under the Loan Documents, and (d) general corporate and working capital purposes, including, without
limitation, acquisitions, capital expenditures, distributions, joint ventures, note purchases, share repurchases and other lawful corporate
purposes.
§2.10
Letters of Credit.
(a)
Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through
the day that is ninety (90) days prior to the Revolving Credit Maturity Date, the Issuing Lender shall issue such Letters of Credit in
Dollars (or, if available as determined by the applicable Issuing Lender in its sole discretion, in Alternative Currencies) as the Borrower
may request upon the delivery of a written request in the form of Exhibit F hereto (a “Letter of Credit Request”)
to the relevant Issuing Lender, provided that (i) no Default or Event of Default shall have occurred and be continuing, (ii) upon
issuance of such Letter of Credit, the Letter of Credit Liabilities shall not exceed the Letter of Credit Sublimit, (iii) in no event
shall (A) the sum of the outstanding principal amount of the Revolving Credit Loans, Swing Loans and Letter of Credit Liabilities (after
giving effect to any requested Letters of Credit) exceed the Total Revolving Credit Commitment, and (B) the sum of the (1) outstanding
principal amount of the Revolving Credit Loans, Term Loans, Swing Loans and Letter of Credit Liabilities (after giving effect to any requested
Letters of Credit), and (2) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries cause a violation of
the covenants set forth in §§9.3 or 9.4, (iv) the conditions set forth in §11 (and, in connection with any request for
the issuance of any Letters of Credit on the Closing Date, §10) shall have been satisfied, and (v) in no event shall any amount drawn
under a Letter of Credit be available for reinstatement or a subsequent drawing under such Letter of Credit. Notwithstanding anything
to the contrary contained in this §2.10, the Issuing Lender shall not be obligated to issue, amend, extend, renew or increase any
Letter of Credit at a time when any other Revolving Credit Lender is a Defaulting Lender, unless the Issuing Lender is satisfied that
the participation therein will otherwise be fully allocated to the Revolving Credit Lenders that are Non-Defaulting Lenders consistent
with §2.13(c) and the Defaulting Lender shall have no participation therein, except to the extent the Issuing Lender has entered
into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender in its good faith determination
to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral.
The Issuing Lender may assume that the conditions in §11 have been satisfied unless it receives written notice from a Revolving Credit
Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be executed by an Authorized Officer of the Borrower.
The Issuing Lender shall be entitled to conclusively rely on such Person’s authority to request a Letter of Credit on behalf of
the Borrower. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request.
The Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and the Required Revolving
Credit Lenders otherwise consent, the term of any Letter of Credit shall not exceed a period of time commencing on the issuance of the
Letter of Credit and ending one year after the date of issuance thereof (or such longer period as Issuing Lender may approve); provided,
however, that 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 Issuing Lender but, subject to the following proviso, in no event shall any such provision permit the
extension of the expiration date of such Letter of Credit beyond the Revolving Credit Maturity 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 of
not more than one year beyond the Revolving Credit Maturity Date so long as the Borrower delivers to the Issuing Lender no later than
thirty (30) days prior to the Revolving Credit Maturity Date cash collateral for such Letter of Credit for deposit into the Collateral
Account in an amount equal to the maximum amount available to be drawn under such Letter of Credit or other credit support acceptable
to such Issuing Lender. The amount available to be drawn under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount
available to be drawn under the Total Revolving Credit Commitment as a Revolving Credit Loan.
(b)
Each Letter of Credit Request shall be submitted to the Issuing Lender at least five (5) Business Days (or such shorter period
as the Issuing Lender may approve) prior to the date upon which the requested Letter of Credit is to be issued. Each such Letter of Credit
Request shall contain (i) a statement as to the purpose for which such Letter of Credit shall be used (which purpose shall be in
accordance with the terms of this Agreement), and (ii) a certification by the chief financial officer of the Borrower that the Borrower
and Guarantors (including any Unencumbered Property Subsidiary) are and will be in compliance with all covenants under the Loan Documents
after giving effect to the issuance of such Letter of Credit. The Borrower shall further deliver to the Issuing Lender such additional
applications (which application as of the date hereof for KeyBank is in the form of Exhibit G attached hereto) and documents
as the Issuing Lender may require, in conformity with the then standard practices of its letter of credit department, in connection with
the issuance of such Letter of Credit; provided that in the event of any conflict between the terms of any such additional application(s)
and this Agreement, the terms of this Agreement shall control.
(c)
The Issuing Lender shall, subject to the conditions set forth in this Agreement, issue the Letter of Credit on or before five (5)
Business Days following receipt of the documents last due pursuant to §2.10(b). Each Letter of Credit shall be in form and substance
reasonably satisfactory to the Issuing Lender in its reasonable discretion. The Issuing Lender shall promptly notify the Agent of the
issuance of each Letter of Credit.
(d)
Upon the issuance of a Letter of Credit, each Revolving Credit Lender shall be deemed to have purchased a participation therein
from the Issuing Lender in an amount equal to its respective Revolving Credit Commitment Percentage of the amount of such Letter of Credit.
No Revolving Credit Lender’s obligation to participate in a Letter of Credit shall be affected by any other Revolving Credit Lender’s
failure to perform as required herein with respect to such Letter of Credit or any other Letter of Credit.
(e)
Upon the issuance of each Letter of Credit, the Borrower shall pay to the Issuing Lender (i) for its own account, a Letter of Credit
fronting fee calculated at the rate equal to one-eighth of one percent (0.125%) of the face amount of such Letter of Credit (which fee
shall not be less than $1,500 in any event) and an administrative charge of $250, and (ii) for the accounts of the Revolving Credit Lenders
that are Non-Defaulting Lenders (including the Issuing Lender) in accordance with their respective percentage shares of participation
in such Letter of Credit, a Letter of Credit fee calculated at the rate per annum equal to the Applicable Margin then applicable to Benchmark
Loans on the face amount of such Letter of Credit. Such fees shall be payable in quarterly installments in arrears with respect to each
Letter of Credit on the first day of each calendar quarter following the date of issuance and continuing on each quarter or portion thereof
thereafter, as applicable, or on any earlier date on which the Revolving Credit Commitments shall terminate and on the expiration or return
of any Letter of Credit. In addition, the Borrower shall pay to the Issuing Lender for its own account within five (5) days of demand
of the Issuing Lender the standard issuance, documentation and service charges for Letters of Credit issued from time to time by the Issuing
Lender.
(f)
In the event that any amount is drawn under a Letter of Credit by the beneficiary thereof, (i) the Issuing Lender shall notify
Agent of the amount drawn and the Letter of Credit to which such amount relates, (ii) the Borrower shall reimburse the Issuing Lender
by having such amount drawn treated as an outstanding Revolving Credit Base Rate Loan under this Agreement (the Borrower being deemed
to have requested a Revolving Credit Base Rate Loan on such date in an amount equal to the Dollar Equivalent of the amount of such drawing
and such amount drawn shall be treated as an outstanding Revolving Credit Base Rate Loan under this Agreement) and (iii) the Agent shall
promptly notify each Revolving Credit Lender by telecopy, email, telephone (confirmed in writing) or other similar means of transmission,
and each Revolving Credit Lender shall promptly and unconditionally pay to the Agent, for the Issuing Lender’s own account, an amount
equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of such Letter of Credit (to the extent of the amount
drawn). If and to the extent any Revolving Credit Lender shall not make such amount available on the Business Day on which such draw is
funded, such Revolving Credit Lender agrees to pay such amount to the Agent forthwith on demand, together with interest thereon, for each
day from the date on which such draw was funded until the date on which such amount is paid to the Agent, at the Federal Funds Effective
Rate until three (3) days after the date on which the Agent gives notice of such draw and at the Federal Funds Effective Rate plus one
percent (1%) for each day thereafter. Further, such Revolving Credit Lender shall be deemed to have assigned any and all payments made
of principal and interest on its Revolving Credit Loans, amounts due with respect to its participations in Letters of Credit and any other
amounts due to it hereunder to the Agent to fund the amount of any drawn Letter of Credit which such Revolving Credit Lender was required
to fund pursuant to this §2.10(f) until such amount has been funded (as a result of such assignment or otherwise). In the event of
any such failure or refusal, the Revolving Credit Lenders not so failing or refusing shall be entitled to a priority secured position
for such amounts as provided in §12.5. The failure of any Revolving Credit Lender to make funds available to the Agent in such amount
shall not relieve any other Revolving Credit Lender of its obligation hereunder to make funds available to the Agent pursuant to this
§2.10(f).
(g)
If after the issuance of a Letter of Credit pursuant to §2.10(c) by the Issuing Lender, but prior to the funding of any portion
thereof by a Revolving Credit Lender, for any reason a drawing under a Letter of Credit cannot be refinanced as a Revolving Credit Loan,
each Revolving Credit Lender will, on the date such Revolving Credit Loan pursuant to §2.10(f) was to have been made, purchase an
undivided participation interest in the Letter of Credit in an amount equal to its Revolving Credit Commitment Percentage of the amount
of such Letter of Credit in the applicable Currency. Each Revolving Credit Lender will immediately transfer to the Issuing Lender in immediately
available funds the amount of its participation and upon receipt thereof the Issuing Lender will deliver to such Revolving Credit Lender
a Letter of Credit participation certificate dated the date of receipt of such funds and in such amount.
(h)
Whenever at any time after the Issuing Lender has received from any Revolving Credit Lender any such Revolving Credit Lender’s
payment of funds under a Letter of Credit and thereafter the Issuing Lender receives any payment on account thereof, then the Issuing
Lender will distribute to such Revolving Credit Lender its participation interest in such amount (appropriately adjusted in the case of
interest payments to reflect the period of time during which such Revolving Credit Lender’s participation interest was outstanding
and funded); provided, however, that in the event that such payment received by the Issuing Lender is required to be returned,
such Revolving Credit Lender will return to the Issuing Lender any portion thereof previously distributed by the Issuing Lender to it.
(i)
The issuance of any supplement, modification, amendment, renewal or extension to or of any Letter of Credit shall be treated in
all respects the same as the issuance of a new Letter of Credit.
(j)
The Borrower assumes all risks of the acts, omissions, or misuse of any Letter of Credit by the beneficiary thereof. Neither the
Agent, the Issuing Lender nor any Lender will be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal
effect of any Letter of Credit or any document submitted by any party in connection with the issuance of 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
form, validity, sufficiency, accuracy, genuineness or legal effect 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 any beneficiary of any Letter of Credit to comply fully with the conditions required
in order to demand payment under a Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery
of any messages, by mail, cable, telecopy, email or otherwise; (v) errors in interpretation of technical terms; (vi) any loss
or delay in the transmission or otherwise of any document or draft required by or from a beneficiary in order to make a disbursement under
a Letter of Credit or the proceeds thereof; (vii) the misapplication by the beneficiary of any Letter of Credit of the proceeds of
any drawing under such Letter of Credit; and (viii) any consequences arising from causes beyond the control of the Agent or any Lender.
None of the foregoing will affect, impair or prevent the vesting of any of the rights or powers granted to the Agent, the Issuing Lender
or the Lenders hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any act taken or omitted
to be taken by the Agent, the Issuing Lender or the other Lenders in good faith will be binding on the Borrower and will not put the Agent,
the Issuing Lender or the other Lenders under any resulting liability to the Borrower; provided nothing contained herein shall
relieve the Issuing Lender for liability to the Borrower arising as a result of the gross negligence or willful misconduct of the Issuing
Lender as determined by a final non-appealable judgment of a court of competent jurisdiction.
§2.11
Increase in Total Commitment.
(a)
Subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time
to time before the Revolving Credit Maturity Date (as the same may be extended pursuant to §2.12 below) or the Term Loan Maturity
Date, as applicable, to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment by giving
written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment
Increase”), provided that any such individual increase must be in a minimum amount of $20,000,000.00 and increments of $5,000,000.00
in excess thereof, and the Total Commitment shall not exceed $1,950,000,000.00.
In the event of the Initial
Term Increase, the Borrower, the Guarantors, the Agent and the Lenders providing any of such initial Term Loan Commitment(s) shall enter
into an amendment to this Agreement as is necessary to evidence such increase of the Term Loan Commitment (the “Term Loan Commitment
Amendment”), and all Lenders not providing the initial Term Loan Commitments hereby consent to such limited scope amendment
without future consent rights, provided that any such amendment regarding the Term Loan that is entered into without consent of the Lenders
not providing the initial Term Loan Commitments shall provide that: (A) there shall be no scheduled amortization of the loans or reductions
of commitments under the Term Loan Commitment (which shall not restrict any mandatory prepayments required under §3.2 below), (B)
the Term Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Credit Loans and the
borrower and guarantors of the Term Loan Commitment shall be the same as the Borrower and Guarantors with respect to the existing Revolving
Credit Loans, (C) the interest rate margin, rate floors, fees, original issue discount and premium applicable to the Term Loan shall be
determined by the Borrower and the Term Loan Lenders, (D) the Term Loans may participate on a pro rata or less than pro rata
(but not greater than pro rata) basis in voluntary or mandatory prepayments with the Revolving Credit Loans, and (E) the final
maturity date of the Term Loans shall be no earlier than the Revolving Credit Maturity Date.
Upon receipt of any Increase
Notice, the Agent shall consult with KCM and shall notify the Borrower of the amount of the facility fees to be paid to any Lenders who
provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection with such increase in the
Revolving Credit Commitment and/or Term Loan Commitment, as applicable, pursuant to the Agreement Regarding Fees. If the Borrower agrees
to pay the facility fees so determined (and/or such other fees as may be agreed to by Borrower and Agent), the Agent shall send a notice
to all Revolving Credit Lenders and/or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”)
informing them of the Borrower’s request to increase the Total Revolving Credit Commitment and/or the Total Term Loan Commitment,
as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender and/or Term Loan Lender, as applicable,
who desires to provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, upon such terms shall provide
Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment and/or Term Loan Commitment,
as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice.
If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the Revolving Credit Lenders
and/or Term Loan Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KCM, shall determine following
consultation with the Borrower. If the additional Revolving Credit Commitments and/or Term Loan Commitments, as applicable, so provided
are not sufficient to provide the full amount of the Revolving Credit Commitment Increase and/or the Term Loan Commitment Increase, as
applicable, that is requested by the Borrower, then the Agent, KCM, or the Borrower may, but shall not be obligated to, invite one or
more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, KCM, and the Borrower) to become
a Revolving Credit Lender and/or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment and/or Term Loan
Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders and/or Term Loan Lenders, as applicable, with a notice
setting forth the amount, if any, of the additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, to be provided
by each Revolving Credit Lender and/or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages and/or
Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment
Increase and/or Term Loan Commitment Increase, as applicable, specified therein (the “Commitment Increase Date”). In
no event shall any Lender be obligated to provide an additional Revolving Credit Commitment and/or Term Loan Commitment.
(b)
On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the
Revolving Credit Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit
Loans owed to each Revolving Credit Lender shall be equal to such Lender’s Revolving Credit Commitment Percentage (as in effect
after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests
of the Revolving Credit Lenders in Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, those Revolving Credit
Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the Agent (in each case, in the applicable
Currency for such Revolving Credit Loans) and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving
Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans.
The funds so advanced in Dollars shall be Base Rate Loans or Benchmark Loans, in accordance with the request of the Borrower, and the
funds so advanced in an Alternative Currency shall be Benchmark Loans which are allocated among all Lenders based on their Revolving Credit
Commitment Percentages. To the extent such reallocation results in certain Lenders receiving funds which are applied to Benchmark Loans
prior to the last day of the applicable Interest Period or applicable Interest Payment Date, as the case may be, then the Borrower shall
pay to the Agent for the account of the affected Lenders the Breakage Costs for each such Lender (provided that the parties agree to attempt
to coordinate the closing of any increase of the Total Revolving Credit Commitment or Total Term Loan Commitment, as applicable, to minimize
Breakage Costs that may come due); provided, however, each Lender agrees to apply any amounts received by them pursuant to this §2.11(b)
first to the principal of any Base Rate Loans held by such Lender and then to the principal of Benchmark Loans held by such Lender.
(c)
Upon the effective date of each increase in the Total Commitment pursuant to this §2.11, (i) the Agent may unilaterally revise
Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the
Borrower shall execute and deliver to the Agent new Revolving Credit Notes or Term Loan Notes, as applicable, for each Lender whose Commitment
has changed so that the principal amount of such Lender’s Revolving Credit Note or Term Loan Note, as applicable, shall equal its
Commitment. The Agent shall deliver such replacement Revolving Credit Note and/or Term Loan Note, as applicable, to the respective Lenders
in exchange for the Revolving Credit Notes and/or Term Loan Notes replaced thereby which shall be surrendered by such Lenders. Such new
Revolving Credit Notes and/or Term Loan Notes, as applicable, shall provide that they are replacements for the surrendered Revolving Credit
Notes and/or Term Loan Notes, as applicable, and that they do not constitute a novation, shall be dated as of the applicable Commitment
Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Term Loan Notes, as applicable.
In connection with the issuance of any new Revolving Credit Notes and/or Term Loan Notes, as applicable, pursuant to this §2.11(c),
the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution
and delivery of such new Revolving Credit Notes and/or Term Loan Notes, as applicable, and the enforceability thereof, in form and substance
substantially similar to the opinion delivered in connection with the first disbursement under this Agreement or otherwise in form and
substance reasonably satisfactory to the Agent. The surrendered Revolving Credit Notes and/or Term Loan Notes, as applicable, shall be
canceled and returned to the Borrower.
(d)
Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders to increase
the Total Revolving Credit Commitment, and/or the Agent and the Term Loan Lenders to increase the Total Term Loan Commitment, as applicable,
pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior
to the effectiveness of any increase of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as applicable:
(i)
Payment of Activation Fee. The Borrower shall pay (A) to the Agent and KCM those fees described in and contemplated by the
Agreement Regarding Fees with respect to the applicable Commitment Increase, and (B) to KCM such facility fees as the Revolving Credit
Lenders or Term Loan Lenders who are providing an additional Revolving Credit Commitment or Term Loan Commitment, as applicable, may require
to increase the aggregate Revolving Credit Commitment or Term Loan Commitment, as applicable, which fees shall, when paid, be fully earned
and non-refundable under any circumstances. KCM shall pay to the Lenders acquiring the applicable Commitment Increase certain fees pursuant
to their separate agreement; and
(ii)
No Default. On the date any such increase becomes effective, both immediately before and after the Total Revolving Credit
Commitment or Total Term Loan Commitment is increased, there shall exist no Default or Event of Default; and
(iii)
Representations True. The representations and warranties made by the Borrower and the Guarantors in the Loan Documents or
otherwise made by or on behalf of the Borrower, the Guarantors or the Unencumbered Property Subsidiaries in connection therewith or after
the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material
respects on the date of such Increase Notice and on the date the Total Revolving Credit Commitment or Total Term Loan Commitment is increased
(although any representations and warranties which expressly relate to a given date or period shall be required only to be true and correct
in all material respects as of the respective date or for the respective period, as the case may be) (in each case, without duplication
of any materiality qualifier contained therein), both immediately before and after the Total Revolving Credit Commitment or Total Term
Loan Commitment is increased; and
(iv)
Beneficial Ownership Certification. If requested by the Agent or any Lender, the Borrower shall have delivered, at least
five (5) Business Days prior to the Commitment Increase Date, to the Agent (and any such Lender) a completed and executed Beneficial Ownership
Certification; and
(v)
Term Loan Commitment Amendment. In connection with the Initial Term Increase, the Borrower, the Guarantors, the Agent and
each Term Loan Lender shall execute and deliver to the Agent the Term Loan Commitment Amendment and such other documentation as the Agent
shall reasonably specify to evidence the increase of the Term Loan Commitment including evidence of authority to borrow, certifications
and opinions as the Agent may reasonably require in its reasonable discretion. The Agent shall promptly notify each Lender as to the effectiveness
of the Term Loan Commitment Amendment. The Term Loan Commitment Amendment, without the consent of any other Lender, may effect such amendments
to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent, the Term Loan
Lenders and the Borrower, to implement the terms of the Initial Term Increase, including any amendments necessary to establish the Initial
Term Increase, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Agent, the Term
Loan Lenders and the Borrower in connection with the establishment of such initial Term Loan Commitment; and
(vi)
Additional Documents and Expenses. The Borrower and the Guarantors shall execute and deliver to the Agent and the Lenders
such additional documents, instruments, certifications and opinions as the Agent may reasonably require (including, without limitation,
in the case of the Borrower, a Compliance Certificate, demonstrating compliance with all covenants, representations and warranties set
forth in the Loan Documents after giving effect to the increase).
§2.12
Extension of Revolving Credit Maturity Date.
(a)
The Borrower shall have the right and option to extend the Revolving Credit Maturity Date in respect of the Total Revolving Credit
Commitment or portion thereof in accordance with §2.4 (as determined by the Borrower in its sole discretion) a total of two (2) times
for a period of six (6) months each time upon satisfaction of the following conditions precedent, which must be satisfied prior to the
effectiveness of any extension of the Revolving Credit Maturity Date:
(i)
Extension Request. The Borrower shall deliver written notice of such request to extend the Revolving Credit Maturity Date
(the “Extension Request”) to the Agent not earlier than the date which is one hundred twenty (120) days and not later
than the date which is thirty (30) days prior to the then-applicable Revolving Credit Maturity Date (as determined without regard to such
extension) and which notice shall specify the aggregate amount of the Revolving Credit Commitments the Borrower elects to so extend (provided
that any reduction of the Revolving Credit Commitments shall be in accordance with §2.4).
(ii)
Payment of Extension Fee. The Borrower shall pay to the Agent for the pro rata accounts of the Revolving Credit Lenders
in accordance with their respective Revolving Credit Commitments an extension fee in an amount equal to seven and one-half (7.5) basis
points on the Total Revolving Credit Commitment in effect on the then-applicable Revolving Credit Maturity Date (as determined without
regard to such extension) or on the portion thereof to be extended pursuant to the Extension Request, which fee shall, when paid, be fully
earned and non-refundable under any circumstances.
(iii)
No Default. On the date of such extension, there shall exist no Default or Event of Default.
(iv)
Beneficial Ownership Certification. If requested by the Agent or any Lender, the Borrower shall have delivered, at least
five (5) Business Days prior to the date of such extension, to the Agent (and any such Lender) a completed and executed Beneficial Ownership
Certification.
(v)
Representations and Warranties. The representations and warranties made by the Borrower and the Guarantors in the Loan Documents
or otherwise made by or on behalf of the Borrower, the Guarantors or the Unencumbered Property Subsidiaries in connection therewith or
after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material
respects on the date of such extension (although any representations and warranties which expressly relate to a given date or period shall
be required only to be true and correct in all material respects as of the respective date or for the respective period, as the case may
be) (in each case, without duplication of any materiality qualified contained therein).
For purposes of clarity, if
the Borrower exercises its first right and option as provided above to extend the Revolving Credit Maturity Date pursuant to this §2.12
(the “First Extension Option”), the Revolving Credit Maturity Date shall be extended to April 8, 2027, and if the Borrower
subsequently exercises its second right and option as provided above to extend the Revolving Credit Maturity Date pursuant to this §2.12
(the “Second Extension Option”), then the Revolving Credit Maturity Date shall be extended to October 8, 2027. Borrower may
only exercise the Second Extension Option if it has exercised the First Extension Option in accordance with this §2.12. Any extension
of the Revolving Credit Maturity Date pursuant to this §2.12 shall become effective on the day that all the conditions in this §2.12
with respect to such Extension Request are satisfied (which may be prior to the then-applicable Revolving Credit Maturity Date), provided
that such conditions must be satisfied within the time period provided in each such condition, and, in any event, on or prior to the then-applicable
Revolving Credit Maturity Date (as determined without regard to such extension).
§2.13
Defaulting Lenders.
(a)
If for any reason any Lender shall be a Defaulting Lender, then, in addition to the rights and remedies that may be available to
the Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration
of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to
or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Majority Lenders, the Required
Revolving Credit Lenders, the Required Term Loan Lenders or all of the Lenders, shall be suspended during the pendency of such failure
or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be
paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the
Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest
from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which
the payment is made at the Federal Funds Effective Rate plus one percent (1%), (ii) to withhold or setoff and to apply in satisfaction
of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any
other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover
the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall
be applied as set forth in §2.13(d).
(b)
Any Non-Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire all or a portion of a Defaulting
Lender’s Commitments. Any Lender desiring to exercise such right shall give written notice thereof to the Agent and the Borrower
no sooner than two (2) Business Days and not later than five (5) Business Days after such Defaulting Lender became a Defaulting Lender.
If more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of such Defaulting Lender’s
Commitments in proportion to the Commitments of the other Lenders exercising such right. If after such fifth Business Day, the Lenders
have not elected to purchase all of the Commitments of such Defaulting Lender, then the Borrower (so long as no Default or Event of Default
exists) or the Majority Lenders may, by giving written notice thereof to the Agent, such Defaulting Lender and the other Lenders, demand
that such Defaulting Lender assign its Commitments to an eligible assignee subject to and in accordance with the provisions of §18.1
for the purchase price provided for below. No party hereto shall have any obligation whatsoever to initiate any such replacement or to
assist in finding an eligible assignee. Upon any such purchase or assignment, and any such demand with respect to which the conditions
specified in §18.1 have been satisfied, the Defaulting Lender’s interest in the Loans and its rights hereunder (but not its
liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective
date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably
requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Acceptance
Agreement. If such Defaulting Lender does not execute and deliver to the Agent a duly completed Assignment and Acceptance Agreement and/or
such other documentation reasonably requested by the Agent to surrender and transfer such interest to the purchaser or assignee thereof
within a period of time deemed reasonable by the Agent after the later of (i) the date on which such purchaser or assignee executes and
delivers such Assignment and Acceptance Agreement and/or such other documentation and (ii) the date on which the Defaulting Lender receives
all payments required to be paid to it by this §2.13(b), then such Defaulting Lender shall, to the extent permissible by Applicable
Law, be deemed to have executed and delivered such Assignment and Acceptance Agreement and/or such other documentation as of such date
and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance Agreement and/or such other
documentation on behalf of such Defaulting Lender. The purchase price for the Commitments of a Defaulting Lender shall be equal to the
amount of the principal balance of the Loans (including the Dollar Equivalent of any Alternative Currency Loans) outstanding and owed
by the Borrower to the Defaulting Lender plus any accrued but unpaid interest thereon (but not on accrued and unpaid fees). Prior to payment
of such purchase price to a Defaulting Lender, the Agent shall apply against such purchase price any amounts retained by the Agent pursuant
to §2.13(d).
(c)
During any period in which there is a Defaulting Lender, all or any part of such Defaulting Lender’s obligation to acquire,
refinance or fund participations in Letters of Credit pursuant to §2.10(g) or Swing Loans pursuant to §2.5(e) shall be reallocated
among the Revolving Credit Lenders that are Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages
(computed without giving effect to the Revolving Credit Commitment of such Defaulting Lender); provided that (i) each such reallocation
shall be given effect only if, at the time of such reallocation, the conditions set forth in §§10 and 11, as applicable, are
satisfied or waived in writing (and, unless the Borrower shall have notified the Agent at such time, the Borrower shall be deemed to have
represented and warranted that such conditions are satisfied at the time), and (ii) the aggregate obligation of each Revolving Credit
Lender that is a Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Loans shall not exceed
the positive difference, if any, of (A) the Revolving Credit Commitment of that Non-Defaulting Lender minus (B) the sum of (1) the aggregate
outstanding principal amount of the Revolving Credit Loans of that Lender plus (2) such Lender’s pro rata portion in accordance
with its Revolving Credit Commitment Percentage of outstanding Letter of Credit Liabilities and Swing Loans. Subject to §34, no reallocation
hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender
having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased
exposure following such reallocation.
(d)
Any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Lender (whether
voluntary or mandatory, at maturity, or otherwise, and including any amounts made available to the Agent for the account of such Defaulting
Lender pursuant to §13), shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment
of any amounts owing by such Defaulting Lender to the Agent (other than with respect to Letter of Credit Liabilities) hereunder (including,
without limitation, in the case of a payment made by such Defaulting Lender that is denominated in an Alternative Currency, the cost to
the Agent of funding such payment (as determined by the Agent)); second, to the payment of any amounts owing by such Defaulting Lender
to the Issuing Lender (with respect to Letter of Credit Liabilities) and/or the Swing Loan Lender hereunder; third, if so determined by
the Agent or requested by the Issuing Lender or the Swing Loan Lender, to be held as cash collateral for future funding obligations of
such Defaulting Lender of any participation in any Letter of Credit or Swing Loan; 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 Agent; fifth, if so determined by the Agent and the Borrower, to be held in
a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of such Defaulting Lender to fund Loans
or participations under this Agreement and (y) be held as cash collateral for future funding obligations of such Defaulting Lender of
any participation in any Letter of Credit or Swing Loan; sixth, to the payment of any amounts owing to the Agent or the Lenders (including
the Issuing Lender and the Swing Loan Lender) as a result of any judgment of a court of competent jurisdiction obtained by the Agent or
any Lender (including the Issuing Lender and the Swing Loan Lender) 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 (i) such payment is a payment of the principal
amount of any Revolving Credit Loans, Term Loans or funded participations in Letters of Credit or Swing Loans in respect of which such
Defaulting Lender has not fully funded its appropriate share and (ii) such Revolving Credit Loans, Term Loans or funded participations
in Letters of Credit or Swing Loans were made at a time when the conditions set forth in §§10 and 11, to the extent required
by this Agreement, were satisfied or waived, such payment shall be applied solely to pay the Revolving Credit Loans or Term Loans of,
and funded participations in Letters of Credit or Swing Loans owed to, all Non-Defaulting Lenders on a pro rata basis until such time
as all Revolving Credit Loans, Term Loans and funded and unfunded participations in Letters of Credit and Swing Loans are held by the
Revolving Credit Lenders and Term Loan Lenders, as applicable, pro rata in accordance with their Revolving Credit Commitment Percentages
or Term Loan Commitment Percentages, as applicable, without regard to §2.13(c), prior to being applied to the payment of any Revolving
Credit Loans or Term Loans of, or funded participations in Letters of Credit or Swing Loans owed to, such Defaulting Lender. Any payments,
prepayments or other amounts paid or 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 §2.13(d) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender
irrevocably consents hereto, and to the extent allocated to the repayment of principal of the Loans, shall not be considered outstanding
principal under this Agreement.
(e)
If the reallocation described in clause (c) above cannot, or can only partially, be effected, within five (5) Business Days of
demand by the Issuing Lender or the Swing Loan Lender from time to time, the Borrower shall first, prepay Swing Loans in an amount
equal to the Swing Loan Lenders’ Fronting Exposure and, second, deliver to the Agent for the benefit of each Issuing Lender,
cash collateral in an amount sufficient to cover all Fronting Exposure with respect to such Issuing Lender (after giving effect to §§2.5(a),
2.10(a) and 2.13(c)) on terms satisfactory to the Issuing Lender in its good faith determination (and such cash collateral shall be in
Dollars or in the Alternative Currency of the cash-collateralized obligation). Any such cash collateral shall be deposited in the Collateral
Account as collateral (solely for the benefit of the Issuing Lender) for the payment and performance of each Defaulting Lender’s
pro rata portion in accordance with their respective Revolving Credit Commitment Percentages of outstanding Letter of Credit Liabilities.
Moneys in the Collateral Account deposited pursuant to this §2.13(e) shall be applied by the Agent to reimburse the Issuing Lender
immediately for each Defaulting Lender’s pro rata portion in accordance with their respective Revolving Credit Commitment Percentages
of any funding obligation with respect to a Letter of Credit which has not otherwise been reimbursed by the Borrower or such Defaulting
Lender.
(f) (i) Each Revolving Credit Lender that is a Defaulting Lender shall not be entitled to receive any Facility Fee or Unused Fee
pursuant to §2.3 for any period during which that Lender is a Defaulting Lender.
(ii)
Each Revolving Credit Lender that is a Defaulting Lender shall not be entitled to receive Letter of Credit fees pursuant to §2.10(e)
for any period during which that Lender is a Defaulting Lender.
(iii)
With respect to any Facility Fee, Unused Fee or Letter of Credit fees not required to be paid to any Defaulting Lender pursuant
to clause (i) or (ii) above, the Borrower shall (x) pay to each Non-Defaulting Lender that is a Revolving Credit 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 or Swing Loans that has been reallocated to such Non-Defaulting Lender pursuant to §2.13(c), (y) pay to the Issuing Lender
and the Swing Loan Lender the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the Issuing
Lender’s or the Swing Loan Lender’s Fronting Exposure to such Defaulting Lender and (z) not be required to pay any remaining
amount of any such fee.
(g)
If the Borrower (so long as no Default or Event of Default exists) and the Agent agree in writing in their sole discretion that
a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Agent will so notify the parties hereto, whereupon as of
the 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 that portion of outstanding Revolving Credit Loans or Term Loans,
as applicable, of the other Lenders or take such other actions as the Agent may determine to be necessary to cause the Revolving Credit
Loans and funded and unfunded participations in Letters of Credit and Swing Loans, or Term Loans, as applicable, to be held on a pro rata
basis by the Lenders in accordance with their Revolving Credit Commitments or Term Loan Commitments, as the case may be (without giving
effect to §2.13(c)), 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 such Lender 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 such Lender’s
having been a Defaulting Lender.
§2.14
Evidence of Debt. The indebtedness of the Borrower resulting from the Loans made by each Lender from time to time shall
be evidenced by one or more accounts or records maintained by such Lender and the Agent in the ordinary course of business, including,
without limitation, the amounts of principal and interest payable and paid to such Lender from time to time hereunder. The Borrower hereby
irrevocably authorizes Agent and the Lenders to make, or cause to be made, at or about the time of the Drawdown Date of any Loan or at
the time of receipt of any payment thereof, an appropriate notation on Agent’s and the Lender’s records reflecting the making
of such Loan or (as the case may be) the receipt of such payment. The Agent shall maintain accounts or records in accordance with its
usual practice in which it shall record: (i) the date and the amount of each Loan made hereunder, the Type of such Loan, the denominated
Currency of such Loan, and, if appropriate, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any sum received by the Agent
hereunder from the Borrower and each Lender’s share thereof. The accounts or records maintained by the Agent and each Lender shall
be prima facie evidence of the existence and amounts of the Obligations recorded therein and shall be conclusive absent manifest error
of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any
error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder or under the Notes, if any, to
pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Agent in respect of such matters, the accounts and records of the Agent shall control in the
absence of manifest error. The Borrower agrees that upon the request of any Lender made through the Agent (whether for purposes of pledge,
enforcement or otherwise), the Borrower shall promptly execute and deliver to such Lender (through the Agent) a Revolving Credit Note,
a Term Loan Note and/or a Swing Loan Note, as applicable, payable to the order of such Lender, which shall evidence such Lender’s
Loans in addition to such accounts or records. Each Lender may attach schedules to its Notes and endorse thereon the date, Type (if applicable),
Currency, amount and maturity of its Loans and payments with respect thereto. All references to Notes in the Loan Documents shall mean
Notes, if any, to the extent issued hereunder.
§2.15
Sustainability-linked Margin Adjustments. At any time following the Closing Date, but on or prior to the date which is December
31, 2024:
(a)
The Borrower may supply the Agent with a written proposal (the "Sustainability Proposal") in respect of the incorporation
of a margin adjustment and applicable conditions, with either (i) no fewer than two key performance indicators and the corresponding sustainability
performance targets or (ii) a sustainability performance target linked to material improvement in a recognized third-party ESG rating,
that will, in either case, constitute the reference for sustainability linked adjustments to the Applicable Margin for Revolving Credit
Loans, defined with the assistance of the Sustainability Agents in accordance with the most updated version of the Sustainability Linked
Loan Principles published by the Loan Market Association, Loan Syndications and Trading Association and Asia Pacific Loan Market Association
available at the time. The performance on sustainability key performance indicators vis-à-vis the sustainability performance targets
should be subject to customary levels of external verification.
(b)
The Agent shall notify and provide a copy of the Sustainability Proposal to the Lenders, which the Lenders shall consider in good
faith. By no later than the date falling one month after the delivery of the Sustainability Proposal, the Agent (on behalf of the Lenders)
shall carry out consultations and communicate its response on the Sustainability Proposal to the Borrower.
(c)
If Lenders having more than 66.6% of the Total Revolving Credit Commitment agree to the Sustainability Proposal, then the Agent
and the Borrower shall enter into an amendment to this Agreement to implement such Sustainability Proposal without any further action
or requirement from any Lender and the Agent is hereby authorized to execute any such amendment on behalf of the Lenders.
(d)
The maximum adjustment to the Applicable Margin on the basis of a Sustainability Proposal shall not exceed one (1) basis point
(0.01%) per annum; provided, however, that in no event shall the Applicable Margin for Revolving Credit Loans be less than zero percent
(0.0%). For the avoidance of doubt, the applicability of any sustainability-linked adjustment to the Applicable Margin for Term Loans,
and the terms and conditions thereof, shall be as set forth in any Term Loan Commitment Amendment.
(e)
Prior to the Sustainability Proposal being enacted by amendment, the Borrower shall not include any reference to the Agreement
being classified as a sustainability-linked loan in any publicly available information.
§3.
REPAYMENT OF THE LOANS.
§3.1
Stated Maturity.
(a)
The Borrower promises to pay on the Revolving Credit Maturity Date and there shall become absolutely due and payable on the Revolving
Credit Maturity Date all of the Revolving Credit Loans, Swing Loans and other Letter of Credit Liabilities Outstanding on such date, together
with any and all accrued and unpaid interest thereon.
(b)
The Borrower promises to pay on the Term Loan Maturity Date and there shall become absolutely due and payable on the Term Loan
Maturity Date all of the Term Loans Outstanding on such date, together with any and all accrued and unpaid interest thereon. The principal
amount of the Term Loans shall not amortize prior to the Term Loan Maturity Date.
§3.2
Mandatory Prepayments.
(a)
If at any time (i) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the
Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount
of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided
that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term
Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined
upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation
Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans
and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes
a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower shall, within five (5) Business Days of such occurrence
pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)) or
all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans
as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and
pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount
of any Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent
of the outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent
of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit,
(Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed
the Norwegian Krone Sublimit, or (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated
in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower shall, within five (5) Business Days of such
occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the
Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to
§4.7.
(b)
For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the
Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on
the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the
Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined
as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit
Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower thereof and Borrower shall within
five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the extent required under
§3.2(a).
§3.3
Optional Prepayments.
(a)
The Borrower shall have the right, at its election, to prepay the outstanding amount of the Revolving Credit Loans, Term Loans
and Swing Loans, as a whole or in part, at any time without penalty or premium; provided, that if any prepayment of the outstanding
amount of any Benchmark Loans pursuant to this §3.3 is made on a date that is not the last day of the Interest Period or the Interest
Payment Date relating thereto, as the case may be, such prepayment shall be accompanied by the payment of any amounts due pursuant to
§4.7.
(b)
The Borrower shall give the Agent, no later than 10:00 a.m. (Cleveland time) at least three (3) days prior written notice (or,
in the case of Benchmark Loans, three (3) Business Days) of any prepayment pursuant to this §3.3, in each case specifying the proposed
date of prepayment of the Loans and the principal amount to be prepaid (provided that any such notice may be revoked or modified
upon one (1) day’s prior notice to the Agent); provided, however, that Agent may reduce the required time period for
such notice requirement to any shorter period reasonably acceptable to the Agent in connection with a prepayment of the Loans made by
Borrower for purposes of curing any failure to comply with the terms of §§9.1, 9.3, 9.4, 9.5 or 9.6 pursuant to §12.2(a)(iv).
Notwithstanding the foregoing, no prior notice shall be required for the prepayment of any Swing Loan.
§3.4
Partial Prepayments. Each partial prepayment of the Loans under §3.3 shall be in a minimum amount of $1,000,000.00
or an integral multiple of $100,000.00 in excess thereof (or, in the case of Benchmark Loans that are denominated in an Alternative Currency,
an amount for which the Dollar Equivalent is not less than $1,000,000 or $100,000, respectively), shall be accompanied by the payment
of accrued interest on the principal prepaid to the date of payment. Except with respect to any partial payment made pursuant to the last
sentence of §3.2(a), which shall be applied to the principal of Outstanding Revolving Credit Loans denominated in the applicable
Alternative Currency (and which, in the absence of instruction by the Borrower, shall be applied, first, pro rata, to the
principal of RFR Loans denominated in Alternative Currencies and, second, pro rata, to the principal of Term Benchmark Loans denominated
in Alternative Currencies), each partial payment under §3.2 shall be applied, first, pro rata to the principal of any
Outstanding Swing Loans, second, pro rata to the principal of any Outstanding Revolving Credit Loans (and with respect to
each category of Revolving Credit Loans, first, pro rata to the principal of Revolving Credit Base Rate Loans, second, pro
rata to the principal of Benchmark Revolving Credit Loans denominated in Dollars, and then, third, pro rata to the principal
of Benchmark Revolving Credit Loans denominated in Alternative Currencies (and which, in the absence of instruction by the Borrower, shall
be applied, first, pro rata, to the principal of RFR Loans denominated in Alternative Currencies and, second, pro rata,
to the principal of Term Benchmark Loans denominated in Alternative Currencies)), third, solely in the case of a mandatory prepayment
under §3.2(a)(ii) or (iii), pro rata to the principal of any Outstanding Term Loans (and with respect to each category of
Term Loans, first pro rata to the principal of Term Base Rate Loans, second, pro rata to the principal of Benchmark Term
Loans denominated in Dollars, third, pro rata to the principal of Benchmark Term Loans denominated in Alternative Currencies (and
which, in the absence of instruction by the Borrower, shall be applied, first, pro rata, to the principal of RFR Loans denominated
in Alternative Currencies and, second, pro rata, to the principal of Term Benchmark Loans denominated in Alternative Currencies))
and then, fourth, to cash collateralize any outstanding Letter of Credit Liabilities on a pro rata basis. Each partial prepayment
under §3.3 shall be applied, first, pro rata to the principal of any Outstanding Swing Loans, then, in the absence
of instruction by the Borrower, second, pro rata to the principal of any Outstanding Revolving Credit Loans, third,
to cash collateralize any outstanding Letter of Credit Liabilities on a pro rata basis, and then, fourth, pro rata
to the principal of any Outstanding Term Loans (and with respect to each category of Loans, first, pro rata to the principal
of Base Rate Loans, second, pro rata to the principal of Benchmark Loans denominated in Dollars (and which, in the absence
of instruction by the Borrower, shall be applied, first, pro rata, to the principal of RFR Loans denominated in Dollars
and, second, pro rata, to the principal of Term Benchmark Loans denominated in Dollars), and then, third, pro rata
to the principal of Benchmark Loans denominated in Alternative Currencies (and which, in the absence of instruction by the Borrower, shall
be applied, first, pro rata, to the principal of RFR Loans denominated in Alternative Currencies and, second, pro rata,
to the principal of Term Benchmark Loans denominated in Alternative Currencies)).
§3.5
Effect of Prepayments. Amounts of the Revolving Credit Loans and Swing Loans prepaid under §§3.2 and 3.3 prior
to the Maturity Date may be reborrowed as provided in §2. Any portion of the Term Loans that is prepaid may not be reborrowed.
§4.
CERTAIN GENERAL PROVISIONS.
§4.1
Conversion Options.
(a)
The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans or Term Loans to a Revolving
Credit Loan or Term Loan, respectively, of another Type and such Revolving Credit Loans or Term Loans shall thereafter bear interest as
a Base Rate Loan or a Benchmark Loan, as applicable; provided that (i) with respect to any such conversion of a Benchmark Loan
to a Base Rate Loan or, if applicable, any such conversion of a Benchmark Loan that is a Term Benchmark Loan to a RFR Loan, the Borrower
shall give the Agent a Conversion/Continuation Request with respect to such election at least one (1) Business Day prior to the requested
date of such conversion, and such conversion shall only be made on (X) the last day of the Interest Period with respect to any such Benchmark
Loan that is a Term Benchmark Loan, or (Y) the applicable Interest Payment Date with respect to any such Benchmark Loan that is a RFR
Loan, and, in each case after giving effect to the making of such Loan, there shall be no more than eight (8) Benchmark Loans outstanding
at any one time; (ii) with respect to any such conversion of a Base Rate Loan to a Benchmark Loan of any Type or, if applicable, any such
conversion of a Benchmark Loan that is a RFR Loan to a Term Benchmark Loan (provided, that, such conversion shall only be made on the
applicable Interest Payment Date with respect to such RFR Loan), the Borrower shall give the Agent a Conversion/Continuation Request with
respect to such election at least three (3) Business Days prior to the requested date of such conversion, the principal amount of the
Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $1,000,000.00 in excess thereof and,
after giving effect to the making of such Loan, there shall be no more than eight (8) Benchmark Loans outstanding at any one time; (iii)
no Loan may be converted into a Benchmark Loan when any Default or Event of Default has occurred and is continuing, and (iv) no Alternative
Currency Loan shall be converted to a Base Rate Loan. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type
may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a principal amount of less
than $1,000,000.00 or an integral multiple of $100,000.00 or a Benchmark Loan in a principal amount of less than $1,000,000.00 or an integral
multiple of $1,000,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer
its Commitment Percentage of such Loans to its Applicable Lending Office. Each Conversion/Continuation Request relating to the conversion
of a Base Rate Loan to a Benchmark Loan or, if applicable, relating to the conversion of a Benchmark Loan that is a RFR Loan to a Term
Benchmark Loan shall be irrevocable by the Borrower.
(b)
Any Benchmark Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto (for a Term Benchmark
Loan) or following the Interest Payment Date with respect thereto (for a RFR Loan) by compliance by the Borrower with the terms of §4.1;
provided that no Benchmark Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but
shall be automatically converted to a Base Rate Loan on (X) the last day of the Interest Period relating thereto for a Term Benchmark
Loan ending during the continuance of any Default or Event of Default or (Y) the date of any such Default or Event or Default for a RFR
Loan (except, in each case, for a Benchmark Loan denominated in an Alternative Currency which, during the continuance of a Default, shall
continue as a Term Benchmark Loan with an Interest Period of one (1) month or a RFR Loan, as applicable, and during the continuance of
an Event of Default, shall be converted to an Alternate Rate Loan).
(c)
In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Benchmark Loan, (X) any
such Benchmark Loan that is a Term Benchmark Loan shall be automatically continued at the end of the applicable Interest Period as a Term
Benchmark Loan with an Interest Period of one month or (Y) any such Benchmark Loan that is a RFR Loan shall be automatically continued
following the Interest Payment Date with respect thereto as a RFR Loan, provided, in each case, that no circumstance exists which would
preclude Borrower from obtaining such Benchmark Loan, or if Borrower would be precluded from obtaining such Benchmark Loan, it shall be
converted to a Base Rate Loan at the end of the applicable Interest Period (except for a Benchmark Loan denominated in an Alternative
Currency which, if Borrower shall be precluded from obtaining such Benchmark Loan, shall be converted to an Alternate Rate Loan).
Notwithstanding anything to
the contrary contained herein, a Benchmark Loan denominated in an Alternative Currency may be continued or converted in accordance with
this §4.1 in an amount equal to the same number of units of the relevant Currency for which such Benchmark Loan was initially made
regardless of whether the principal amount of such Loan as of such date of continuation or conversion is less than $1,000,000.00.
§4.2
Fees. The Borrower agrees to pay (i) to KeyBank, the Agent, KCM, CONA, BCM, BMO and Citizens for their own account certain
fees for services rendered or to be rendered in connection with the Loans as provided pursuant to that certain fee letter dated March
9, 2022 among the Borrower, KeyBank, KCM, CONA, BCM, BMO and Citizens, and (ii) to KeyBank and KCM for their own account certain fees
for services rendered or to be rendered in connection with the Loans as provided pursuant to that certain fee letter dated July 19, 2023
among the Borrower, KeyBank and KCM (individually and collectively, as any of the same may be amended, modified, supplemented, restated
or replaced, the “Agreement Regarding Fees”). All such fees shall be fully earned when paid and nonrefundable under
any circumstances.
§4.3
Funds for Payments.
(a)
All payments in Dollars of principal, interest, facility fees, Letter of Credit fees, closing fees and any other amounts due hereunder
or under any of the other Loan Documents shall be made to the Agent, for the respective accounts of the Lenders and the Agent, as the
case may be, at the Agent’s Head Office, not later than 2:00 p.m. (Cleveland time) on the day when due, in each case in lawful money
of the United States in Same Day Funds. All payments in any Alternative Currency hereunder or otherwise under the Loan Documents shall
be made to the Agent’s Head Office for payments in such Alternative Currency and in Same Day Funds not later than the Applicable
Time specified by the Agent on the date specified herein. Without limiting the generality of the foregoing, the Agent may require that
any payments due under this Agreement be made in the United States. If, for any reason, the Borrower or any Guarantor is prohibited by
any Applicable Law from making any required payment hereunder in an Alternative Currency, the Borrower or Guarantor shall make such payment
in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. All payments of principal of and interest on any Loan
shall be payable in the same Currency as the Loan is denominated other than as provided in the preceding sentence, and all other fees
and other amounts payable under this Agreement shall be payable in Dollars. With respect to the payment of any amount denominated in the
Alternative Currency, the Agent shall not be liable to the Borrower or any Revolving Credit Lender in any way whatsoever for any delay,
or the consequences of any delay, in the crediting to any account of any amount required by this Agreement to be paid by the Agent if
the Agent shall have taken all relevant steps to achieve, on the date required by this Agreement, the payment of such amount in Same Day
Funds in the applicable Alternative Currency to the account with Agent designated by Borrower or the Applicable Lending Office. For purposes
of this clause, “all relevant steps” means all such steps as may be prescribed from time to time by the regulations or operating
procedures of such clearing or settlement system as the Agent may from time to time determine for the purpose of clearing or settling
payments of the applicable Alternative Currency. The obligation of the Borrower and the Guarantors to pay any amount pursuant to this
Agreement or any other Loan Document in Dollars or any particular Alternative Currency (the “Currency of Payment”)
shall, notwithstanding any payment in any other currency (including pursuant to the judgment of a court), be discharged only to the extent
that the Lender receiving such payment may, in accordance with its normal banking procedures on the Business Day following receipt of
any such payment, purchase with the sum paid in such other currency (after payment of any premium and costs of exchange) the Currency
of Payment on the Business Day on which such Lender receives such payment. If the amount of the Currency of Payment that is purchased
by any Lender is less than the amount owing to such Lender in the applicable currency pursuant to this Agreement or any other Loan Document,
the Borrower agrees, as a separate and independent obligation and notwithstanding any of the other terms contained in this Agreement or
any other Loan Document, to pay such additional amount so that the applicable Lender receives payment in full in the applicable Currency
of Payment all of the relevant monetary Obligations in accordance with the terms of this clause and the other terms of this Agreement.
If the amount of the Currency of Payment that is purchased by any Lender exceeds the sum due in the applicable currency to such Lender,
such Lender shall promptly pay the excess over to the Borrower in the currency and to the extent actually received by such Lender. To
the extent not already paid pursuant to this paragraph, the Agent is hereby authorized to charge the accounts of the Borrower with KeyBank
set forth on Schedule 4.3, on the dates when the amount thereof shall become due and payable, with the amounts of the principal
of and interest on the Loans and all fees, charges, expenses and other amounts owing to the Agent and/or the Lenders (including the Swing
Loan Lender) under the Loan Documents. Subject to the foregoing, all payments made to the Agent on behalf of the Lenders, and actually
received by the Agent, shall be deemed received by the Lenders on the date actually received by the Agent.
(b)
All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim,
and free and clear of and 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 Guarantor 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 §4.3) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding
been made.
(c)
The Borrower and the Guarantors shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at
the option of the Agent timely reimburse it for the payment of, any Other Taxes.
(d)
The Borrower and the Guarantors shall jointly and severally indemnify each Recipient, within ten (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 §4.3) 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 Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error; provided
that the determinations in such statement are made on a reasonable basis and in good faith.
(e)
Each Lender shall severally indemnify the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable
to such Lender (but only to the extent that the Borrower or a Guarantor has not already indemnified the Agent for such Indemnified Taxes
and without limiting the obligation of the Borrower and the Guarantors to do so), (ii) any Taxes attributable to such Lender’s failure
to comply with the provisions of §18.4 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 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 Agent shall be conclusive absent
manifest error. Each Lender hereby authorizes the 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 Agent to the Lender from any other source against any amount due to the Agent under this
subsection.
(f) As
soon as practicable after any payment of Taxes by the Borrower or any Guarantor to a Governmental Authority pursuant to this §4.3,
the Borrower or such Guarantor shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the
Agent.
(g)
(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 Agent, at the time or times reasonably requested by the Borrower or the Agent, such
properly completed and executed documentation reasonably requested by the Borrower or the 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 Agent,
shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Agent as will enable
the Borrower or the 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 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 Agent), executed copies
of 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 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 Agent), whichever of the following is applicable:
(1)
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, executed copies of IRS Form W-8BEN or W-8BEN-E 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 or W-8BEN-E 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;
(2)
executed copies of IRS Form W-8ECI;
(3)
in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit L-1 to the effect that such Foreign Lender is not a “bank” within
the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section
871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S.
Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or W-8BEN-E; or
(4)
to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,
IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit L-2 or Exhibit L-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 L-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 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 Agent), executed copies 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 Agent to determine the withholding
or deduction required to be made; and
(D)
if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such
Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrower and the Agent at the time or times prescribed by Applicable Law
and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by Applicable Law (including
as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the
Agent as may be necessary for the Borrower and the Agent to comply with their obligations under FATCA and to determine that such Lender
has complied with such Lender’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.
Each Lender 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 Agent in writing of its legal inability to do so.
(h)
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 §4.3 (including by the payment of additional amounts pursuant to this §4.3), it shall
pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this §4.3 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 has 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 reasonably deems confidential) to the indemnifying party or any
other Person.
(i)
Each party’s obligations under this §4.3 shall survive the resignation or replacement of the 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.
(j)
The obligations of the Borrower to the Lenders under this Agreement with respect to Letters of Credit (and of the Revolving Credit
Lenders to make payments to the Issuing Lender with respect to Letters of Credit and to the Swing Loan Lender with respect to Swing Loans)
shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement,
under all circumstances whatsoever, including, without limitation, the following circumstances: (i) any lack of validity or enforceability
of this Agreement, any Letter of Credit or any of the other Loan Documents; (ii) any improper use which may be made of any Letter
of Credit or any improper acts or omissions of any beneficiary or transferee of any Letter of Credit in connection therewith; (iii) the
existence of any claim, set-off, defense or any right which the Borrower or any of its Subsidiaries or Affiliates may have at any time
against any beneficiary or any transferee of any Letter of Credit (or persons or entities for whom any such beneficiary or any such transferee
may be acting) or the Lenders (other than the defense of payment to the Lenders in accordance with the terms of this Agreement) or any
other person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, or any unrelated transaction;
(iv) any draft, demand, certificate, statement or any other documents presented under any Letter of Credit proving to be insufficient,
forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (v) any
breach of any agreement between the Borrower, any Guarantor or any of their Subsidiaries or Affiliates and any beneficiary or transferee
of any Letter of Credit; (vi) any irregularity in the transaction with respect to which any Letter of Credit is issued, including
any fraud by the beneficiary or any transferee of such Letter of Credit; (vii) payment by the Issuing Lender under any Letter of
Credit against presentation of a sight draft, demand, certificate or other document which does not comply with the terms of such Letter
of Credit, provided that such payment shall not have constituted gross negligence or willful misconduct on the part of the Issuing
Lender as determined by a final non-appealable judgment of court of competent jurisdiction; (viii) any non-application or misapplication
by the beneficiary of a Letter of Credit of the proceeds of such Letter of Credit; (ix) the legality, validity, form, regularity or enforceability
of the Letter of Credit; (x) the failure of any payment by the Issuing Lender to conform to the terms of a Letter of Credit (if, in the
Issuing Lender’s good faith judgment, such payment is determined to be appropriate); (xi) the surrender or impairment of any security
for the performance or observance of any of the terms of any of the Loan Documents; (xii) the occurrence of any Default or Event of Default;
and (xiii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, provided that such circumstance
or happening under this clause (xiii) shall not have occurred as a result of gross negligence or willful misconduct on the part of the
Issuing Lender as determined by a final non-appealable judgment of a court of competent jurisdiction.
§4.4 Computations.
All computations of interest on the Base Rate Loans, RFR Loans denominated in Sterling and bearing interest with reference to Daily Compounded
SONIA, RFR Loans denominated in Norwegian Krone and bearing interest with reference to NOWA and Alternate Rate Loans, to the extent applicable,
shall be based on a three hundred sixty-five (365) or, in the event of a leap year, three hundred sixty-six (366)-day year, and paid
for the actual number of days elapsed. All other computations of interest on the Loans and of other fees to the extent applicable shall
be based on a 360-day year and paid for the actual number of days elapsed. Except as otherwise provided in the definition of the term
“Interest Period” with respect to Term Benchmark Loans, whenever a payment hereunder or under any of the other Loan Documents
becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day,
and interest shall accrue during such extension. The Outstanding Loans and Letter of Credit Liabilities as reflected on the records of
the Agent from time to time shall be considered prima facie evidence of such amount absent manifest error.
§4.5
Temporary Inability to Determine Rates. Subject to §4.16, in the event that, (i) the Agent determines (A) prior to
the commencement of any Interest Period for a Term Benchmark Loan, that adequate and reasonable means do not exist for ascertaining the
applicable Term Benchmark or component thereof (including because the relevant screen rate is not available or published on a current
basis) for the applicable Agreed Currency and such Interest Period or (B) at any time, that adequate and reasonable means do not exist
for ascertaining the applicable Adjusted RFR or component thereof for the applicable Agreed Currency, or (ii) the Agent reasonably determines
that (A) prior to the commencement of any Interest Period for a Term Benchmark Loan, the applicable Term Benchmark for the applicable
Agreed Currency and such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining such
Loans included in such borrowing for the applicable Agreed Currency and such Interest Period or (B) at any time, the applicable Adjusted
RFR for the applicable Agreed Currency will not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans
included in such borrowing for the applicable Agreed Currency, then the Agent shall forthwith give notice of such determination (which
shall be conclusive and binding on the Borrower and the Lenders absent manifest error) to the Borrower and the Lenders. In such event,
until the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to
the relevant Benchmark and the Borrower delivers a new Conversion/Continuation Request in accordance with §4.1 or a new Loan Request
in accordance with §2.7, (a) for Loans denominated in Dollars, (1) any Conversion/Continuation Request that requests the conversion
of any Loan to, or continuation of any Loan as, a Term Benchmark Loan and any Loan Request that requests a Term Benchmark Loan shall instead
be deemed to be a Conversion/Continuation Request or a Loan Request, as applicable, for (X) a RFR Loan denominated in Dollars so long
as the Adjusted RFR for Dollar Loans is not also the subject of §4.5(i) or (ii) above or (Y) a Base Rate Loan if the Adjusted RFR
for Dollar Loans also is the subject of §4.5(i) or (ii) above and (2) any Loan Request that requests a RFR Loan shall instead be
deemed to be a Loan Request, as applicable, for a Base Rate Loan, and (B) for Loans denominated in an Alternative Currency, (1) any Term
Benchmark Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day
is not a Business Day) automatically be converted to an Alternate Rate Loan and bear interest at the Alternate Rate, (2) any RFR Loan
shall as of the date of such determination automatically be converted to an Alternate Rate Loan and bear interest at the Alternate Rate,
and (3) any Loan Request that requests a new Term Benchmark Loan or a RFR Loan, in each case, for the relevant Benchmark, shall be ineffective;
provided, that, for the avoidance of doubt, if the circumstances giving rise to the notice referenced above affect only (X) the
Benchmark with respect to borrowings denominated in a single Currency, the provisions of this §4.5 shall apply only to Benchmark
borrowings denominated in such Currency, and borrowings of Benchmark Loans denominated in other Currencies shall be permitted, or (Y)
one Type of borrowings, then all other Types of borrowings shall be permitted.
§4.6
Illegality. Notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or
the interpretation or application thereof shall make it unlawful, or any central bank or other Governmental Authority having jurisdiction
over a Lender or its Applicable Lending Office shall assert that it is unlawful, for any Lender to make or maintain Benchmark Loans denominated
in any Currency, such Lender shall forthwith give notice of such circumstances to the Agent and the Borrower and thereupon (a) the
commitment of the Lenders to make Loans bearing interest with reference to such Benchmark and denominated in such Currency shall forthwith
be suspended and any Loan Request with respect to such borrowing shall be ineffective, (b) if such event relates to any Loan denominated
in Dollars, (i) any such Term Benchmark Loan then outstanding which are denominated in Dollars shall be converted automatically into (X)
a RFR Loan denominated in Dollars so long as the Adjusted RFR for Dollar Loans is not also the subject of this §4.6 or (Y) a Base
Rate Loan if the Adjusted RFR for Dollar Loans also is the subject of this §4.6, in each case, on the last day of each Interest Period
applicable to such Term Benchmark Loan (or the next succeeding Business Day if such day is not a Business Day) or within such earlier
period as may be required by law, and (ii) any such RFR Loan then outstanding which is denominated in Dollars shall be converted automatically
into a Base Rate Loan upon the occurrence of such event or within such earlier period as may be required by law, and (c) if such event
relates to any Loan denominated in an Alternative Currency, (i) any such Term Benchmark Loan then outstanding which is denominated in
such Alternative Currency shall be converted automatically to an Alternate Rate Loan on the last day of each Interest Period applicable
to such Term Benchmark Loan (or the next succeeding Business Day if such day is not a Business Day) or within such earlier period as may
be required by law, and (ii) any such RFR Loan then outstanding which is denominated in such Alternative Currency shall be converted automatically
into an Alternate Rate Loan upon the occurrence of such event or within such earlier period as may be required by law; provided
that, for the avoidance of doubt, if the circumstances giving rise to the notice referenced above affect only (X) the Benchmark with respect
to borrowings denominated in a single Currency, the provisions of this §4.6 shall apply only to Benchmark borrowings denominated
in such Currency, and borrowings of Benchmark Loans denominated in other Currencies shall be permitted, or (Y) one Type of borrowings,
then all other Types of borrowings shall be permitted. Notwithstanding the foregoing, before giving such notice, the applicable Lender
shall designate a different lending office if such designation will void the need for giving such notice and will not, in the judgment
of such Lender, be otherwise materially disadvantageous to such Lender or increase any costs payable by the Borrower hereunder.
§4.7
Additional Interest. The Borrower will pay to the Agent upon demand for the account of the applicable Lenders in accordance
with their respective Commitment Percentages, in addition to any amounts of interest otherwise payable hereunder, the Breakage Costs incurred
by any Lender as a result of any of the events set forth in the definition of Breakage Costs set forth in §1.1. The Borrower understands,
agrees and acknowledges the following: (a) no Lender has any obligation to purchase, sell and/or match funds in connection with the
use of any Benchmark as a basis for calculating the rate of interest on a Benchmark Loan; (b) any such Benchmark is used merely as
a reference in determining such rate; and (c) the Borrower has accepted each Benchmark as a reasonable and fair basis for calculating
such rate and any Breakage Costs. The Borrower further agrees to pay the Breakage Costs, if any, whether or not a Lender elects to purchase,
sell and/or match funds. For the purpose of calculating amounts payable to a Lender under this Section, each Lender shall be deemed to
have actually funded its relevant Benchmark Loan through the purchase of a deposit in Dollars or an applicable Alternative Currency bearing
interest at the applicable Benchmark in an amount equal to the amount of that Benchmark Loan and, with respect to any Term Benchmark Loan,
having a maturity comparable to the relevant Interest Period applicable thereto; provided, that each Lender may fund each of its Benchmark
Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this
Section.
§4.8
Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future Applicable Law, which expression,
as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental
or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions
and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank
or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect
to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (whether in Dollars or an
Alternative Currency)(except for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and
Connection Income Taxes), or
(b) impose
on any Lender or Issuing Lender or the relevant local market for obtaining quotations for any Benchmark, any other condition, cost or
expense (other than Taxes) affecting this Agreement or Loans (whether in Dollars or an Alternative Currency) made by such Lender or any
Letter of Credit or participation therein, or
(c) impose or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity,
capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts
payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office
of any Lender, or
(d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents,
the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s
Commitment forms a part; and the result of any of the foregoing is:
(i) to
increase the cost to any Lender of making, continuing, converting to, funding, issuing, renewing, extending or maintaining any of the
Loans, the Letters of Credit or such Lender’s Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s
Commitment or any of the Loans or the Letters of Credit, or
(iii) to
require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment
or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender
or the Agent from the Borrower hereunder,
then, and in each such case, the Borrower will,
within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often
as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine
in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest
or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally
applied by such Lender or the Agent.
§4.9
Capital Adequacy. If after the date hereof any Lender determines that (a) the adoption of or change in any Applicable
Law regarding liquidity or capital ratios or requirements for banks or bank holding companies or any change in the interpretation or application
thereof by any Governmental Authority charged with the administration thereof, or (b) compliance by such Lender or its parent bank holding
company with any guideline, request or directive of any such entity regarding liquidity or capital ratios or adequacy (whether or not
having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence
of such Lender’s commitment to make Loans or participate in Letters of Credit hereunder to a level below that which such Lender
or holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such
holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s
capital) by any amount deemed by such Lender to be material, then such Lender may notify the Borrower thereof. The Borrower agrees to
pay to such Lender the amount of such reduction in the return on capital as and when such reduction is determined, upon presentation by
such Lender of a statement of the amount setting forth the Lender’s calculation thereof. In determining such amount, such Lender
may use any reasonable averaging and attribution methods generally applied by such Lender. For purposes of §4.8 and this §4.9,
the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, publications, orders, guidelines and directives
thereunder or issued in connection therewith and 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 be deemed (i) to constitute the adoption of or a change in Applicable Law and (ii)
to have been adopted and gone into effect after the date hereof regardless of when adopted, enacted or issued.
§4.10
Breakage Costs. The Borrower shall pay all Breakage Costs required to be paid by it pursuant to this Agreement and incurred
from time to time by any Lender upon demand within fifteen (15) days from receipt of written notice from the Agent, or such earlier date
as may be required by this Agreement.
§4.11
Default Interest. Upon the occurrence and during the continuance of any Event of Default, and regardless of whether or not
the Agent or the Lenders shall have accelerated the maturity of the Loans, the Borrowers shall pay interest (after as well as before judgment)
on the Obligations at a rate per annum equal to (such rate, the “Default Rate”): (a) in the case of Loans of any Type
denominated in any Currency, the rate per annum then in effect for each such Loan of such Type denominated in such Currency (inclusive
of the Applicable Margin) plus a margin of 2% per annum; and (b) in the case of Letters of Credit and other Obligations payable hereunder,
the rate per annum equal to, (i) in the case of Letters of Credit denominated in any Currency, the rate applicable to Base Rate Loans
or Alternate Rate Loans, as the case may be, denominated in such Currency plus the Applicable Margin for Base Rate Loans plus 2% per annum,
and (ii) in the case of such other Obligations, the rate applicable to Base Rate Loans plus the Applicable Margin for Base Rate Loans
plus 2% per annum, in each case from the date of such non-payment until such amount shall be paid in full (after as well as before judgment);
provided that if any of such amounts shall exceed the maximum rate permitted by law, then at the maximum rate permitted by law.
§4.12
Certificate. A certificate setting forth any amounts payable pursuant to §4.7, §4.8, §4.9, §4.10 or
§4.11 and a reasonably detailed explanation of such amounts which are due, submitted by any Lender or the Agent to the Borrower,
shall be conclusive in the absence of manifest error, and shall be promptly provided to the Agent and the Borrower upon their written
request.
§4.13
Limitation on Interest. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, all agreements
between or among the Borrower, the Guarantors, the Lenders and the Agent, whether now existing or hereafter arising and whether written
or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or
otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable
Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount,
the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance
the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal
to any excessive interest shall be applied to the reduction of the principal balance of the Obligations and to the payment of interest
or, if such excessive interest exceeds the unpaid balance of principal of the Obligations, such excess shall be refunded to the Borrower.
All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated
and spread throughout the full period until payment in full of the principal of the Obligations (including the period of any renewal or
extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by 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 §2.6. Notwithstanding the foregoing, the parties hereto further
agree and stipulate that all agency fees, syndication fees, arrangement fees, amendment fees, extension fees, up-front fees, commitment
fees, facility fees, closing fees, letter of credit fees, underwriting fees, prepayment fees, default charges, late charges, funding or
“breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by the Agent
or any Lender to third parties or for damages incurred by the Agent or any Lender, or any other similar amounts are charges made to compensate
the 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 Agent and the Lenders in connection with this Agreement and shall under no circumstances be deemed to be charges for
the use of money. Borrower hereby acknowledges and agrees that the Lenders have imposed no minimum borrowing requirements, reserve or
escrow balances or compensating balances related in any way to the Obligations. Any use by the Borrower of certificates of deposit issued
by any Lender or other accounts maintained with any Lender has been and shall be voluntary on the part of the Borrower. All charges other
than charges for the use of money shall be fully earned and nonrefundable when due. This §4.13 shall control all agreements between
or among the Borrower, the Guarantors, the Lenders and the Agent.
§4.14
Certain Provisions Relating to Increased Costs and Non-Funding Lenders. If a Lender gives notice of the existence of the
circumstances set forth in §4.8 or any Lender requests compensation for any losses or costs to be reimbursed pursuant to any one
or more of the provisions of §§4.3(b) (as a result of the imposition of U.S. withholding taxes on amounts paid to such Lender
under this Agreement), 4.8, 4.9 or 15(b), then, upon request of the Borrower, such Lender, as applicable, shall use reasonable efforts
to designate another of such Lender’s offices, branches or affiliates for funding or booking its Loans hereunder or assign its rights
and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation
or assignment (i) would eliminate or reduce such amounts payable or (ii) would not subject Lender to any unreimbursed costs or expenses
and would not otherwise be disadvantageous to Lender; the Borrower agreeing to pay all reasonably incurred costs and expenses incurred
by such Lender in connection with any such action. Notwithstanding anything to the contrary contained herein, if no Default or Event of
Default shall have occurred and be continuing, and if any Lender (a) has given notice of the existence of the circumstances set forth
in §4.8 or has requested payment or compensation for any losses or costs to be reimbursed pursuant to any one or more of the provisions
of §§4.3(b) (as a result of the imposition of U.S. withholding taxes on amounts paid to such Lender under this Agreement), 4.8,
4.9 or 15(b) and following the request of the Borrower has been unable to take the steps described above to mitigate such amounts (each,
an “Affected Lender”), or (b) has failed to make available to Agent its pro rata share of any Loan or participation in a Letter
of Credit or Swing Loan and such failure has not been cured (a “Non-Funding Lender”), then, within thirty (30) days after
such notice or request for payment or compensation or failure to fund, as applicable, the Borrower shall have the one-time right as to
such Affected Lender or Non-Funding Lender, as applicable, to be exercised by delivery of written notice delivered to the Agent and the
Affected Lender or Non-Funding Lender, as applicable, within thirty (30) days of receipt of such notice or failure to fund, as applicable,
to elect to cause the Affected Lender or Non-Funding Lender, as applicable, to transfer its Commitments and assign its Loans. The Agent
shall promptly notify the remaining Lenders that each of such Lenders shall have the right, but not the obligation, to acquire a portion
of the Commitments and Loans, pro rata based upon their relevant Commitment Percentages, of the Affected Lender or Non-Funding Lender,
as applicable (or if any of such Lenders does not elect to purchase its pro rata share, then to such remaining Lenders in such proportion
as approved by the Agent). In the event that the Lenders do not elect to acquire all of the Affected Lender’s or Non-Funding Lender’s
Commitments and Loans, then the Agent shall endeavor to, and the Borrower may, obtain a new Lender to acquire such remaining Commitments.
Upon any such purchase of the Commitments of the Affected Lender or Non-Funding Lender, as applicable, the Affected Lender’s or
Non-Funding Lender’s interest in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date
of purchase, and the Affected Lender or Non-Funding Lender, as applicable, shall promptly execute all documents reasonably requested to
surrender and transfer such interest, including an appropriate Assignment and Acceptance Agreement. If such Affected Lender or Non-Funding
Lender, as applicable, does not execute and deliver to the Agent a duly completed Assignment and Acceptance Agreement and/or such other
documentation reasonably requested by the Agent to surrender and transfer such interest to the purchaser or assignee thereof within a
period of time deemed reasonable by the Agent after the later of (i) the date on which such purchaser or assignee executes and delivers
such Assignment and Acceptance Agreement and/or such other documentation and (ii) the date on which such Affected Lender or Non-Funding
Lender, as applicable, receives all payments required to be paid to it by this §4.14, then such Affected Lender or Non-Funding Lender,
as applicable, shall, to the extent permissible by Applicable Law, be deemed to have executed and delivered such Assignment and Acceptance
Agreement and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver
such Assignment and Acceptance Agreement and/or such other documentation on behalf of such Affected Lender or Non-Funding Lender, as applicable.
The purchase price for the Affected Lender’s or Non-Funding Lender’s Commitments and Loans shall equal any and all amounts
outstanding and owed by the Borrower to the Affected Lender or Non-Funding Lender, as applicable, including principal, prepayment premium
or fee, and all accrued and unpaid interest or fees.
§4.15
Delay in Requests. Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to the
foregoing §§4.3, 4.8 and 4.9 shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand
such compensation, provided that Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the
date that such Lender or the Issuing Lender, as the case may be, notifies Borrower of the eligible circumstances giving rise to such increased
costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor (except that, if
the change in law giving rise to such increased costs or reductions is retroactive, then the one hundred eighty (180) day period referred
to above shall be extended to include the period of retroactive effect thereof).
§4.16
Permanent Inability to Determine Rate; Benchmark Replacement.
(a) Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition
Event with respect to any then-current Benchmark, the 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 Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Agent has
not received, by such time, written notice of objection to such amendment from Lenders comprising the Majority Lenders. No replacement
of a then-current Benchmark with a Benchmark Replacement pursuant to this §4.16(a) will occur prior to the applicable Benchmark
Transition Start Date.
(b) Benchmark
Replacement Conforming Change. In connection with the use, administration, adoption or implementation of a Benchmark Replacement,
the 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.
(c) Notices;
Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (i) the implementation
of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption
or implementation of a Benchmark Replacement. The Agent will notify the Borrower and the Lenders of (x) the removal or reinstatement
of any tenor of a Benchmark pursuant to §4.16(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the Agent pursuant to this §4.16 including, without limitation, 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, will be conclusive and binding on all parties hereto absent manifest error and may be made in
its 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 §4.16.
(d)
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), (i) if any then-current Benchmark is a term rate
(including the Term SOFR Reference Rate, EURIBOR Rate or Canadian CDOR Rate) and either (A) 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 Agent in its reasonable discretion
or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark 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 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 (ii) if a tenor that was removed pursuant to clause (i) above either
(A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or
is no longer, subject to an announcement that it is not or will not be representative, then the 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.
(e)
Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability
Period, the Borrower may revoke any pending request for a Term Benchmark Loan or RFR Loan of, conversion to or continuation of Term Benchmark
Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either the Borrower will be deemed
to have converted any request for (1) a Term Benchmark Loan denominated in Dollars into a request for a Loan of or conversion to (A) a
RFR Loan denominated in Dollars so long as the Adjusted RFR for Loans denominated in Dollars is not the subject of a Benchmark Transition
Event or (B) a Base Rate Loan if the Adjusted RFR for Dollar borrowings is the subject of a Benchmark Transition Event or (2) any Term
Benchmark Loan or RFR Loan denominated, in each case, in an Alternative Currency shall be ineffective. During any Benchmark Unavailability
Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the
then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore,
if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt of notice of
the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan,
then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this §4.16, (A) for Loans denominated
in Dollars (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business
Day if such day is not a Business Day), be converted by the Agent to, and shall constitute, (x) a RFR borrowing denominated in Dollars
so long as the Adjusted RFR for Loans denominated in Dollars is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan
if the Adjusted RFR for Loans denominated in Dollars is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan
shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan and (B) for Loans denominated in an Alternative
Currency, (1) any Term Benchmark Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business
Day if such day is not a Business Day), be converted into Alternate Rate Loans and bear interest at the Alternate Rate and (2) any RFR
Loan shall on the next succeeding Business Day be converted into Alternate Rate Loans and bear interest at the Alternate Rate.
§5. UNSECURED OBLIGATIONS; GUARANTORS.
§5.1
Reserved
§5.2
Additional Guarantors. In the event that the Borrower shall request that certain Real Estate owned or leased by a Wholly-Owned
Subsidiary of the Borrower be included as an Unencumbered Pool Asset, the Borrower shall as a condition thereto, in addition to the requirements
of §7.20, cause each such Wholly-Owned Subsidiary, and each other Wholly-Owned Subsidiary of the Borrower which owns, directly or
indirectly, Equity Interests in such Wholly-Owned Subsidiary, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary
shall become a Guarantor hereunder and thereunder. Notwithstanding the foregoing, Agent may, in its reasonable discretion, permit Real
Estate located in an Approved Foreign Country to be included as an Unencumbered Pool Asset without requiring any Excluded Foreign Subsidiary
which indirectly owns such Real Estate to become a Guarantor so long as such Real Estate otherwise satisfies all of the conditions to
be included as an Unencumbered Pool Asset hereunder. In addition, in the event any Subsidiary of REIT shall constitute a Material Subsidiary
within the meaning of clause (c) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s
becoming an obligor or guarantor with respect to such other Unsecured Indebtedness described therein, to execute and deliver to Agent
a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary shall be specifically
authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and thereunder and to execute the
Contribution Agreement. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect
to the Guarantors to be true and correct with respect to each such Subsidiary. Additionally, notwithstanding anything to the contrary
contained herein, for any Approved Foreign Entity which is required to become an Additional Subsidiary Guarantor pursuant to this Agreement,
Agent may require that such Approved Foreign Entity execute and deliver a separate Guaranty (in addition to or in lieu of a Joinder Agreement),
which Guaranty shall contain such provisions as are reasonably required by Agent for purposes of aiding in the enforceability and collectability
of such Guaranty (including, any judgment arising thereunder) against any such Subsidiary in its jurisdiction of organization, the jurisdiction
in which Real Estate or other assets owned by such Approved Foreign Entity are located and in such other jurisdictions as the Agent may
reasonably require. In connection with the delivery of any Joinder Agreement or separate Guaranty, the Borrower shall deliver to the Agent
such customary organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably
require.
§5.3
Release of Subsidiary Guarantors.
(a)
The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (subject to
the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (i) no Default or Event of Default shall then be in existence
or would occur as a result of such release or the removal of any Unencumbered Pool Asset held by such Subsidiary Guarantor referred to
in clause (iii)(B) below; (ii) the Agent shall have received such written request at least five (5) Business Days prior to the requested
date of release together with an updated Compliance Certificate and Unencumbered Pool Certificate, each giving effect to such proposed
release; and (iii) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower has disposed of or
simultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor or that substantially all of the assets
of such Subsidiary Guarantor have been or simultaneously with such release will be disposed of in compliance with the terms of this Agreement
to a Person other than REIT or any of its Subsidiaries or Affiliates, and the net cash proceeds from such disposition are being distributed
to the Borrower in connection with such disposition; or (B) such Subsidiary Guarantor does not own, directly or indirectly, any Real Estate
that will remain included as an Unencumbered Pool Asset after giving effect to such release and any removal of any Unencumbered Pool Asset
effected in connection therewith, all such assets having been (or concurrently being) removed as Unencumbered Pool Assets in accordance
with the terms of this Agreement (and such Subsidiary Guarantor is not otherwise required by the terms of this Agreement to be a Guarantor);
or (C) such Subsidiary Guarantor (i) does not directly or indirectly own or lease an Unencumbered Pool Asset and will not, upon giving
effect to such requested release, be an obligor or guarantor of any other Unsecured Indebtedness of the REIT, Borrower or any of their
respective Subsidiaries of the type described in clause (c) of the definition of Material Subsidiary which would require it to be a Guarantor
and (ii) would not be required to be a Guarantor pursuant to clause (b) of the definition of Material Subsidiary upon giving effect to
such requested release. Delivery by the Borrower to the Agent of any such request for a release 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. Notwithstanding the foregoing, the provisions of
this §5.3(a) shall not apply to REIT.
(b)
Notwithstanding the terms of §5.2 and §5.3(a), from and after any date that Agent first receives written notice from
Borrower that REIT has first obtained an Investment Grade Rating from at least one (1) Rating Agency, then (i) subject to the terms of
this §5.3(b), all Material Subsidiaries (including, without limitation, any Subsidiary Guarantor that is a direct or indirect owner
or lessee of an Unencumbered Pool Asset) shall no longer be required to be Guarantors under this Agreement, and (ii) Agent shall promptly
release the Material Subsidiaries from the Guaranty; provided however that notwithstanding the foregoing, (A) Agent shall not be obligated
to release any Material Subsidiary from the Guaranty in the event that a Default or Event of Default shall have occurred and be continuing,
and (B) no Material Subsidiary shall be released in the event that such Material Subsidiary constitutes a Material Subsidiary within the
meaning of clause (c) of the definition thereof. In the event that at any time after REIT obtains an Investment Grade Rating, REIT shall
no longer have an Investment Grade Rating, Borrower and REIT shall within thirty (30) days after such occurrence cause all Material Subsidiaries
to execute a Joinder Agreement (and/or a Separate Guaranty for any such Material Subsidiary that is an Approved Foreign Entity if required
pursuant to §5.2) and shall further cause to be satisfied within such thirty (30) day period all of the provisions of §5.2 that
would be applicable to the addition of a new Guarantor. In no event shall the provisions of this §5.3(b) entitle REIT to be released
from the Guaranty. For the avoidance of doubt, if at any time during which the REIT has an Investment Grade Rating (whether from one (1)
or more of the Rating Agencies) the provisions of clause (c) of the definition of Material Subsidiary shall be applicable to a Subsidiary
of Borrower, the Borrower shall nonetheless be required to cause such Subsidiary to become a Guarantor by executing a Joinder Agreement
and comply with the provisions of §5.2 as a condition to such Subsidiary's becoming an obligor or guarantor of such other Unsecured
Indebtedness regardless of REIT having obtained such Investment Grade Rating.
§6.
REPRESENTATIONS AND WARRANTIES.
The Borrower represents and
warrants to the Agent and the Lenders as follows.
§6.1
Corporate Authority, Etc.
(a) Incorporation;
Good Standing. REIT is a Maryland corporation duly organized pursuant to articles of incorporation filed with the Maryland Secretary
of State, and is validly existing and in good standing under the laws of Maryland. REIT conducts its business in a manner which enables
it to qualify as a real estate investment trust under, and to be entitled to the benefits of, Section 856 of the Code, and has elected
to be treated as and is entitled to the benefits of a real estate investment trust thereunder. The Borrower is a Delaware limited partnership
duly organized pursuant to its certificate of limited partnership filed with the Delaware Secretary of State, and is validly existing
and in good standing under the laws of Delaware. The Borrower (i) has all requisite power to own its property and conduct its business
as now conducted and as presently contemplated, except to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect, and (ii) is in good standing and is duly authorized to do business in (x) the jurisdiction of its organization,
and (y) each jurisdiction where an Unencumbered Pool Asset owned or leased by it is located (to the extent required by Applicable Law),
and (z) in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have a Material Adverse Effect.
(b) Subsidiaries.
Each of the Guarantors and each of the Subsidiaries of the Borrower and the Guarantors (i) is a corporation, limited partnership, general
partnership, limited liability company, an Approved Foreign Entity, trust or other business organization duly organized under the laws
of its jurisdiction of organization and is validly existing and in good standing and is duly authorized to business under the laws thereof
(except, solely with respect to any Subsidiary of the Borrower other than any Subsidiary Guarantor or any Unencumbered Property Subsidiary,
to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect), (ii) has all requisite power
to own its property and conduct its business as now conducted and as presently contemplated, except to the extent that the failure to
do so could not reasonably be expected to have a Material Adverse Effect, and (iii) is in good standing and is duly authorized to do
business (A) in each jurisdiction where an Unencumbered Pool Asset owned or leased by it is located (to the extent required by Applicable
Law), and (B) in each other jurisdiction where a failure to be so qualified could reasonably be expected to have a Material Adverse Effect.
(c) Authorization. The execution, delivery and performance of this Agreement and the other Loan Documents to which any of the
Borrower or any Guarantor is a party and the transactions contemplated hereby and thereby (i) are within the authority of such Person,
(ii) have been duly authorized by all necessary proceedings on the part of such Person, (iii) do not and will not conflict with
or result in any breach or contravention of any provision of law, statute, rule or regulation to which such Person is subject or any judgment,
order, writ, injunction, license or permit applicable to such Person, (iv) do not and will not conflict with or constitute a default
(whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement, operating agreement,
articles of incorporation or other formation, governing or charter documents or bylaws of, or any agreement or other instrument binding
upon, such Person or any of its properties, (v) do not and will not result in or require the imposition of any lien or other encumbrance
on any of the properties, assets or rights of such Person, and (vi) do not require the approval or consent of any Person other than
(x) from a Governmental Authority and (y) those already obtained and delivered to the Agent.
(d)
Enforceability. This Agreement and the other Loan Documents to which any of the Borrower or any Guarantor is a party are
valid and legally binding obligations of such Person enforceable in accordance with the respective terms and provisions hereof and thereof,
except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally
the enforcement of creditors’ rights and general principles of equity.
§6.2 Governmental
Approvals. The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower or any Guarantor
is a party and the transactions contemplated hereby and thereby do not require the approval or consent of, or filing or registration
with, or the giving of any notice to, any Governmental Authority other than (i) those already obtained, (ii) filings after the date hereof
of disclosures with the SEC, and (iii) as may be required hereafter with respect to tenant improvements, repairs or other work with respect
to any Real Estate.
§6.3 Title
to Properties. Except as indicated on Schedule 6.3 hereto, REIT and its Subsidiaries own or lease all of the assets reflected
in the consolidated balance sheet of the Borrower as of the Balance Sheet Date or acquired or leased since that date (except property
and assets sold or otherwise disposed of since that date) subject, in the case of the fee owned properties (and, with respect to the
leased properties, its leasehold interest in such properties), only to Permitted Liens and, as to Subsidiaries of the Borrower that are
not Subsidiary Guarantors, except for such defects as individually or in the aggregate do not have and could not reasonably be expected
to have a Material Adverse Effect.
§6.4 Financial Statements. The Borrower has furnished to the Agent: (a) the consolidated balance sheet of REIT and its Subsidiaries
as of the Balance Sheet Date and the related consolidated statement of income and cash flow for the calendar year then ended certified
by the chief financial officer of REIT, (b) an unaudited statement of Net Operating Income for each of the Unencumbered Pool Assets
for the period ending December 31, 2021, certified by the chief financial officer of REIT as fairly presenting the Net Operating Income
for such periods, and (c) certain other financial information relating to the Borrower, the Guarantors and the Real Estate, including,
without limitation, the Unencumbered Pool Assets. The balance sheet and statements referred to in clauses (a) and (b) above have been
prepared in accordance with generally accepted accounting principles, except as otherwise expressly noted therein, and fairly present
the consolidated financial condition of REIT and its Subsidiaries, taken as a whole, as of such dates and the consolidated results of
the operations of REIT and its Subsidiaries, taken as a whole, for such periods. As of the date hereof or, if later, the date of the most
recent financial statements delivered pursuant to §7.4, there are no liabilities, contingent or otherwise, of REIT or any of its
Subsidiaries involving material amounts not disclosed in the financial statements referred to in clauses (a) and (b) of the first sentence
of this §6.4 and the related notes thereto or in such financial statements most recently delivered pursuant to §7.4, as applicable.
§6.5 No
Material Changes. Since the Balance Sheet Date or the date of the most recent financial statements delivered pursuant to §7.4,
as applicable, there has occurred no materially adverse change in the financial condition, operations or business of REIT and its Subsidiaries
taken as a whole as shown on or reflected in the consolidated balance sheet of REIT as of the Balance Sheet Date, or its consolidated
statement of income or cash flows for the calendar year then ended, other than changes in the ordinary course of business that do not
have and could not reasonably be expected to have a Material Adverse Effect. As of the Second Amendment Date, except as set forth on
Schedule 6.5 hereto, there has occurred no materially adverse change in the financial condition, operations or business activities
of REIT, its Subsidiaries or any of the Unencumbered Pool Assets from the condition shown on the statements of income delivered to the
Agent pursuant to §6.4 other than changes in the ordinary course of business that have not had any materially adverse effect either
individually or in the aggregate on the business, operations or financial condition of REIT and its Subsidiaries, considered as a whole,
or of any of the Unencumbered Pool Assets.
§6.6 Franchises,
Patents, Copyrights, Etc. The Borrower, the Guarantors and their respective Subsidiaries possess all franchises, patents, copyrights,
trademarks, trade names, service marks, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of their
business substantially as now conducted without known conflict with any rights of others, except, in each case, where the failure to
do so could not reasonably be expected to have a Material Adverse Effect.
§6.7 Litigation.
Except as stated on Schedule 6.7, there are no actions, suits, proceedings or investigations of any kind pending or to the knowledge
of the Borrower threatened in writing against the Borrower, any Guarantor or any of their respective Subsidiaries before any court, tribunal,
arbitrator, mediator or administrative agency or board which question the validity of this Agreement or any of the other Loan Documents,
any action taken or to be taken pursuant hereto or thereto, or which involve any of the Unencumbered Pool Assets, or which, if adversely
determined, could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 6.7, as of the
Second Amendment Date, there are no judgments, final orders or awards outstanding against or affecting the Borrower, any Guarantor, any
of their respective Subsidiaries. No injunction, writ, temporary restraining order or any order of any nature has been issued by any
court or other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of this Agreement or any
other Loan Document, or directing that the transactions provided for herein or therein not be consummated as herein or therein provided.
§6.8 No
Material Adverse Contracts, Etc. None of the Borrower, any Guarantor or any of their respective Subsidiaries is subject to any charter,
corporate or other legal restriction that has or could reasonably be expected to have a Material Adverse Effect. None of the Borrower,
any Guarantor or any of their respective Subsidiaries is a party to any contract or agreement that has or could reasonably be expected
to have a Material Adverse Effect.
§6.9
Compliance with Other Instruments, Laws, Etc. None of the Borrower, any Guarantor or any of their respective Subsidiaries
is in violation of any provision of its charter or other organizational documents, bylaws, or any agreement or instrument to which it
is subject or by which it or any of its properties is bound or any decree, order, judgment, statute, license, rule or regulation, except
in such instances in which (a) such provision or decree, order, judgment, statute, license, rule or regulation is being contested in good
faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.
§6.10
Tax Status. Each of the Borrower, the Guarantors and their respective Subsidiaries (a) has made or filed all material federal
and state income and other tax returns, reports and declarations required by any jurisdiction to which it is subject (including, without
limitations, any tax returns, reports and declarations required to be filed by such Person in an Approved Foreign Country) or has obtained
an extension for filing, (b) has paid prior to delinquency all material taxes and other governmental assessments and charges shown or
determined to be due on such returns, reports and declarations, (c) has paid prior to delinquency all material real estate and other taxes
due or purported to be due with respect to the Unencumbered Pool Assets and (d) has set aside on its books provisions reasonably adequate
for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply or such
taxes are due, except, in each case, those which are being contested in good faith by appropriate procedures diligently conducted as permitted
by §7.8. Except as set forth on Schedule 6.10, there are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and to the knowledge of the Borrower, there is no basis for any such claim. Except as set forth on Schedule
6.10, as of the Second Amendment Date, there are no material audits pending or to the knowledge of the Borrower threatened with respect
to any tax returns filed by the Borrower, any Guarantor or their respective Subsidiaries. The taxpayer identification numbers for the
Borrower and the Guarantors as of the Second Amendment Date are set forth on Schedule 6.10.
§6.11
No Event of Default. No Default or Event of Default has occurred and is continuing.
§6.12
Investment Company Act. None of the Borrower, the Guarantors nor any of the Unencumbered Property Subsidiaries is an “investment
company”, or an “affiliated company” or a “principal underwriter” of an “investment company”,
as such terms are defined in the Investment Company Act of 1940.
§6.13
Reserved.
§6.14
Certain Transactions. Except as disclosed on Schedule 6.14 hereto, none of the partners, officers, trustees, managers,
members, directors, or employees of the Borrower, any Guarantor or any of their respective Subsidiaries is, nor shall any such Person
become, a party to any transaction with the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates (other than
for services as partners, managers, members, employees, officers and directors), including any agreement or other arrangement providing
for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments
to or from any partner, officer, trustee, director or such employee or, to the knowledge of the Borrower, any corporation, partnership,
trust or other entity in which any partner, officer, trustee, director, or any such employee has a substantial interest or is an officer,
director, trustee or partner, which (a) are on terms less favorable to the Borrower, a Guarantor or any of their respective Subsidiaries
than those that would be obtained in a comparable arms-length transaction, or (b) are not permitted pursuant to §8.12.
§6.15
Employee Benefit Plans. The Borrower, each Guarantor, each Unencumbered Property Subsidiary and each ERISA Affiliate has
fulfilled its obligation, if any, under the minimum funding standards of ERISA and the Code with respect to each Employee Benefit Plan,
Multiemployer Plan or Guaranteed Pension Plan and is in compliance in all material respects with the presently applicable provisions of
ERISA and the Code with respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan. Neither the Borrower, any
Guarantor, any Unencumbered Property Subsidiary nor any ERISA Affiliate has (a) sought a waiver of the minimum funding standard under
Section 412 of the Code in respect of any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, (b) failed to make any
contribution or payment to any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, or made any amendment to any Employee
Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, which has resulted or could reasonably be expected to result in the imposition
of a Lien or the posting of a bond or other security under ERISA or the Code, or (c) incurred any liability under Title IV of ERISA other
than a liability to the PBGC for premiums under Section 4007 of ERISA. None of the assets of Borrower or any of its Subsidiaries, including,
without limitation, any Unencumbered Pool Asset, constitutes a “plan asset” of any Employee Plan, Multiemployer Plan or Guaranteed
Pension Plan.
§6.16
Disclosure. All of the representations and warranties made by or on behalf of the Borrower, the Guarantors and their respective
Subsidiaries in this Agreement and the other Loan Documents or any document or instrument delivered to the Agent or the Lenders pursuant
to or in connection with any of such Loan Documents are true and correct in all material respects, and neither the Borrower nor any Guarantor
has failed to disclose such information as is necessary to make such representations and warranties not misleading. All information contained
in this Agreement, the other Loan Documents or otherwise furnished to or made available to the Agent or the Lenders by or on behalf of
the Borrower, any Subsidiary or any Guarantor (other than projections and estimates), as supplemented to date, is and, when delivered,
will be true and correct in all material respects and, as supplemented to date, does not, and when delivered will not, contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading. The written
information, reports and other papers and data with respect to the Borrower, any Subsidiary, any Guarantor or the Unencumbered Pool Assets
(other than projections and estimates) furnished to the Agent or the Lenders in connection with this Agreement or the obtaining of the
Commitments of the Lenders hereunder was, at the time so furnished, complete and correct in all material respects, or has been subsequently
supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a
true and accurate knowledge of the subject matter in all material respects; provided that such representation shall not apply to (a) the
accuracy of any appraisal, title commitment, survey, or engineering and environmental reports, or any other reports, prepared by third
parties or legal conclusions or analysis provided by the Borrower’s or the Guarantors’ counsel (although the Borrower and
the Guarantors have no reason to believe that the Agent and the Lenders may not rely on the accuracy thereof) or (b) budgets, projections
and other forward-looking speculative information prepared in good faith by the Borrower (except to the extent the related assumptions
were when made manifestly unreasonable).
§6.17
Trade Name; Place of Business. Neither the Borrower nor any Guarantor uses any trade name and conducts business under any
name other than its actual name set forth in the Loan Documents. As of the Second Amendment Date, the principal place of business of the
Borrower is 650 Fifth Avenue, 30th Floor, New York, NY 10019.
§6.18
Regulations T, U and X. No portion of any Loan or Letter of Credit is to be used, whether directly or indirectly, for any
purpose which violates Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224.
Neither the Borrower, any Guarantor nor any Unencumbered Property Subsidiary is engaged, nor will it engage, principally or as one of
its important activities, in the business of extending credit for the purpose of purchasing or carrying any “margin security”
or “margin stock” as such terms are used in Regulations T, U and X of the Board of Governors of the Federal Reserve System,
12 C.F.R. Parts 220, 221 and 224.
§6.19
Environmental Compliance.
(a)
None of the Borrower, the Guarantors or their respective Subsidiaries nor, to the best knowledge of the Borrower, any operator
of the Real Estate, nor, to the best knowledge of the Borrower, any tenant or operations thereon, is in violation, or alleged violation,
of any Environmental Law, which violation (i) involves Real Estate (other than the Unencumbered Pool Assets) and has had or could reasonably
be expected to have a Material Adverse Effect or (ii) involves an Unencumbered Pool Asset included in the calculation of Unencumbered
Pool Aggregate Asset Value and has had or could reasonably be expected, when taken together with other matters covered by this §6.19,
to result in liability, clean-up, remediation, containment, correction or other costs to the Borrower or any Guarantor or any of their
respective Subsidiaries individually or in the aggregate with other Unencumbered Pool Assets in excess of $10,000,000.00 or could reasonably
be expected to materially adversely affect the operation of or ability to use such property or the health and safety of the tenants or
other occupants of such property.
(b)
None of the Borrower, any Guarantor nor any of their respective Subsidiaries has received written notice from any third party including,
without limitation, any Governmental Authority, (i) that it has been identified by the United States Environmental Protection Agency (“EPA”)
as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix
B (1986) (or under any comparable Environmental Law in another country where any such Person owns Real Estate that identifies sites requiring
environmental remediation or maintenance); (ii) that any Hazardous Substance(s) which it has generated, transported or disposed of have
been found at any site at which a non-U.S., federal, state, local or provincial agency (including, without limitations, any equivalent
agency or authority in an Approved Foreign Country) or other third party has conducted or has ordered that the Borrower, any Guarantor
or any of their respective Subsidiaries conduct a remedial investigation, removal or other response action pursuant to any Environmental
Law; or (iii) that it is or shall be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding
(in each case, contingent or otherwise) arising out of any third party’s incurrence of costs, expenses, losses or damages of any
kind whatsoever in connection with the release of Hazardous Substances, which in any case of clause (i) through (iii) above (x) involves
Real Estate (other than the Unencumbered Pool Assets) and has had or could reasonably be expected to have a Material Adverse Effect or
(y) involves an Unencumbered Pool Asset.
(c)
(i) Since the date of acquisition of title to the Real Estate by the Borrower, the Guarantors or their respective Subsidiaries,
and, to the best knowledge of the Borrower, prior to such date of acquisition of title, no portion of such Real Estate has been used for
the handling, processing, storage or disposal of Hazardous Substances except in accordance with applicable Environmental Laws, and no
underground tank or other underground storage receptacle for Hazardous Substances is located on any portion of such Real Estate except
those which are being operated and maintained in compliance with Environmental Laws; (ii) in the course of any activities conducted by
the Borrower, the Guarantors, their respective Subsidiaries or, to the best knowledge of the Borrower, the tenants and operators of their
properties, no Hazardous Substances have been generated or are being used on the Real Estate except in the ordinary course of the Borrower’s,
the Guarantors’ and their respective Subsidiaries’, or the tenants’ or operators’ of the Real Estate, respective
businesses and in accordance with applicable Environmental Laws; (iii) since the date of acquisition of title to the Real Estate by the
Borrower, the Guarantors or their respective Subsidiaries, and, to the best knowledge of the Borrower, prior to such date of acquisition
of title, there has been no Release or threatened Release of Hazardous Substances on, upon, into or from such Real Estate; (iv) to the
best knowledge of the Borrower without any independent investigation, there have been no Releases on, upon, from or into any real property
in the vicinity of any of the Real Estate which, through soil or groundwater contamination, may have come to be located on, and which
could be reasonably anticipated to have a material adverse effect on the value of, the Real Estate; and (v) since the date of acquisition
of title to the Real Estate by the Borrower, the Guarantors or their respective Subsidiaries, and, to the best knowledge of the Borrower,
prior to such date of acquisition of title, any Hazardous Substances that have been generated on any of such Real Estate have been transported
off-site in accordance with all applicable Environmental Laws (except with respect to the foregoing in this §6.19(c) as to (A) any
Real Estate (other than the Unencumbered Pool Assets included in the calculation of the Unencumbered Pool Aggregate Asset Value) where
the foregoing does not have or could not reasonably be expected to have a Material Adverse Effect and (B) any Unencumbered Pool Asset
included in the calculation of Unencumbered Pool Aggregate Asset Value where the foregoing has had or could reasonably be expected, when
taken together with other matters covered by this §6.19, to result in liability, clean up, remediation, containment, correction or
other costs to the Borrower or any Guarantor or any of their respective Subsidiaries individually or in the aggregate with other Unencumbered
Pool Assets in excess of $10,000,000.00 or could reasonably be expected to materially adversely affect the operation of or ability to
use such property or the health and safety of the tenants or other occupants of such property.
(d)
There are no existing or closed sanitary landfills, solid waste disposal sites, or hazardous waste treatment, storage or disposal
facilities (i) on or affecting the Real Estate (other than the Unencumbered Pool Assets) except where such existence has not had or could
not be reasonably be expected to have a Material Adverse Effect, or (ii) on or, to the knowledge of the Borrower, affecting an Unencumbered
Pool Asset.
(e)
There has been no written claim against the Borrower, the Guarantors or their respective Subsidiaries or to the knowledge of the
Borrower, against any other Person, by any party that any use, operation, or condition of the Real Estate has caused any nuisance or any
other liability under Environmental Law or common law on any other property that remains outstanding or unresolved (except with respect
to the foregoing in this §6.19(e) as to (i) any Real Estate (other than the Unencumbered Pool Assets) where the foregoing does not
have or could not reasonably be expected to have a Material Adverse Effect and (ii) any Unencumbered Pool Assets where the foregoing has
had or could reasonably be expected, when taken together with other matters covered by this §6.19, to result in liability, clean
up, remediation, containment, correction or other costs to the Borrower or any Guarantor or any of their respective Subsidiaries individually
or in the aggregate with other Unencumbered Pool Assets in excess of $10,000,000.00 or could reasonably be expected to materially adversely
affect the operation of or ability to use such property or the health and safety of the tenants or other occupants of such property).
§6.20
Subsidiaries; Organizational Structure. Schedule 6.20(a) sets forth, as of the Second Amendment Date, all of the
Subsidiaries of REIT, the form and jurisdiction of organization of each of the Subsidiaries, and REIT’s direct and indirect ownership
interests therein. Schedule 6.20(b) sets forth, as of the Second Amendment Date, all of the Unconsolidated Affiliates of the Borrower
and its Subsidiaries, the form and jurisdiction of organization of each of the Unconsolidated Affiliates, REIT’s or its Subsidiary’s
ownership interest therein and the other owners of the applicable Unconsolidated Affiliate. As of the Second Amendment Date, no Person
owns any legal, equitable or beneficial interest in any of the Persons set forth on Schedules 6.20(a) and 6.20(b) except
as set forth on such Schedules.
§6.21
Leases.
(a)
[Reserved.]
(b)
There are no rights to terminate a Ground Lease with respect to an Unencumbered Pool Asset other than the applicable ground lessor’s
right to terminate by reason of default, casualty, condemnation or other similar reasons, in each case as expressly set forth in the applicable
Ground Lease. Each Ground Lease with respect to an Unencumbered Pool Asset is in full force and effect, and no breach or default or event
that with the giving of notice or passage of time would constitute a breach or default under the applicable Ground Lease with respect
to an Unencumbered Pool Asset (a “Ground Lease Default”) exists or has occurred on the part of the Borrower or any
Guarantor or on the part of the ground lessor under any such Ground Lease. The Borrower and the Guarantors have not received any written
notice that a Ground Lease Default has occurred or exists, or that any ground lessor or any third party alleges the same to have occurred
or exist. Borrower or a Subsidiary Guarantor is the exclusive holder of the lessee’s interest under and pursuant to each Ground
Lease with respect to an Unencumbered Pool Asset and has not assigned, transferred or encumbered its interest in, to, or under such Ground
Lease, except for an encumbrance resulting from Liens which are expressly contemplated in §§8.2(i) and 8.2(iv).
§6.22
Property. (i) All of the Unencumbered Pool Assets, and all major building systems located thereon, are structurally sound,
in good condition and working order and free from material defects, subject to ordinary wear and tear, and (ii) all of the improvement
components of the other Real Estate of the Borrower, the Guarantors and their respective Subsidiaries are structurally sound, in good
condition and working order, subject to ordinary wear and tear, except with respect to this clause (ii) where such defects do not have
and could not reasonably be expected to have a Material Adverse Effect. Each of the Unencumbered Pool Assets, and the use and operation
thereof, is in material compliance with all Applicable Laws, including, without limitation, laws, regulations and ordinances relating
to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands
and tidelands (but excluding for purposes of this §6.22, Environmental Laws).
§6.23
Brokers. None of REIT nor any of its Subsidiaries has engaged or otherwise dealt with any broker, finder or similar entity
in connection with this Agreement or the Loans contemplated hereunder.
§6.24
Other Debt. As of the Second Amendment Date, (a) none of the Borrower, any Guarantor nor any of their respective Subsidiaries
is in default of the payment of any Indebtedness, the performance of any related agreement, mortgage, deed of trust, security agreement,
financing agreement, indenture or lease to which any of them is a party, and (b) no Indebtedness of the Borrower, any Guarantor or any
of their respective Subsidiaries has been accelerated. Neither the Borrower nor any Guarantor is a party to or bound by any agreement,
instrument or indenture that may require the subordination in right or time or payment of any of the Obligations to any other indebtedness
or obligation of the Borrower or any Guarantor. Schedule 6.24 hereto sets forth as of the Second Amendment Date all agreements,
mortgages, deeds of trust, financing agreements or other material agreements binding upon the Borrower and each Guarantor or their respective
properties and entered into by the Borrower and/or such Guarantor as of the Second Amendment Date with respect to any Indebtedness of
the Borrower or any Guarantor in an amount greater than $10,000,000.00, and the Borrower has notified the Agent of such documents and,
if requested by Agent, provided the Agent with such true, correct and complete copies thereof if such documents have not been filed with
the SEC.
§6.25
Solvency. As of the Second Amendment Date and after giving effect to the transactions contemplated by this Agreement and
the other Loan Documents, including all Loans made or to be made hereunder, neither the Borrower nor any Guarantor is insolvent on a balance
sheet basis such that the sum of such Person’s assets exceeds the sum of such Person’s liabilities, the Borrower and each
Guarantor is able to pay its debts as they become due, and the Borrower and each Guarantor has sufficient capital to carry on its business.
§6.26
No Bankruptcy Filing. Neither the Borrower, any Guarantor nor any Unencumbered Property Subsidiary is contemplating either
the filing of a petition by it under any state, provincial, federal or non-U.S. bankruptcy or Insolvency Laws (including corporate laws
to the extent used to compromise debts) or for the liquidation of its assets or property, and Borrower, any Guarantor nor any Unencumbered
Property Subsidiary has any knowledge of any Person contemplating the filing of any such petition against it or any Guarantor.
§6.27
No Fraudulent Intent. Neither the execution and delivery of this Agreement or any of the other Loan Documents nor the performance
of any actions required hereunder or thereunder is being undertaken by the Borrower, any Guarantor nor any Unencumbered Property Subsidiary
or any of their respective Subsidiaries with or as a result of any actual intent by any of such Persons to hinder, delay or defraud any
entity to which any of such Persons is now or will hereafter become indebted.
§6.28
Transaction in Best Interests of the Borrower and Guarantors; Consideration. The transaction evidenced by this Agreement
and the other Loan Documents is in the best interests of the Borrower, each Guarantor and their respective Subsidiaries. The Borrower
and the Guarantors are engaged in common business enterprises related to those of the Borrower and each Guarantor will derive substantial
direct and indirect benefit from the effectiveness and existence of this Agreement. The direct and indirect benefits to inure to the Borrower,
each Guarantor and their respective Subsidiaries pursuant to this Agreement and the other Loan Documents constitute substantially more
than “reasonably equivalent value” (as such term is used in Section 548 of the Bankruptcy Code) and “valuable consideration,”
“fair value,” and “fair consideration” (as such terms are used in any applicable state fraudulent conveyance law),
in exchange for the benefits to be provided by the Borrower, the Guarantors and their respective Subsidiaries pursuant to this Agreement
and the other Loan Documents, and but for the willingness of each Guarantor to guaranty the Loan, the Borrower would be unable to obtain
the financing contemplated hereunder which financing will enable the Borrower, each Guarantor and their respective Subsidiaries to have
available financing to conduct and expand their business.
§6.29
Contribution Agreement. The Borrower and the Guarantors have executed and delivered the Contribution Agreement, and the
Contribution Agreement constitutes the valid and legally binding obligations of such parties enforceable against them in accordance with
the terms and provisions thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy
of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.
§6.30
Representations and Warranties of Guarantors. The Borrower has no knowledge that any of the representations or warranties
of any Guarantor contained in any Loan Document to which such Guarantor is a party are untrue or inaccurate in any material respect.
§6.31
OFAC. None of the Borrower, any Guarantor nor any Unencumbered Property Subsidiary, nor any of such Persons’ respective
Subsidiaries, or any of such Persons’ respective directors, officers, or, to the knowledge of the Borrower, employees, agents, advisors
or Affiliates of Borrower or any Guarantor (a) is (or will be) a Person: (i) that is, or is owned or controlled by Persons that are: (x)
the subject or target of any Sanctions Laws and Regulations or (y) located, organized or resident in a country or territory that is, or
whose government is, the subject of Sanctions Laws and Regulations, including, without limitation, as of the Second Amendment Date, the
so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea, Kherson and Zaporizhzhia regions
of Ukraine, Cuba, Iran, North Korea and Syria or (ii) with whom any Lender is restricted from doing business under OFAC (including, those
Persons named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including the September
24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism),
or other governmental action and (b) is not and shall not engage in any dealings or transactions or otherwise be associated with any such
Person described in the foregoing clause (a) (any such Person, a “Designated Person”). In addition, the Borrower hereby
agrees to provide to the Lenders any additional information reasonably necessary from time to time in order to ensure compliance with
all applicable Laws (including, without limitation, any Sanctions Laws and Regulations) concerning money laundering and similar activities.
Neither Borrower, any Guarantor, nor any Unencumbered Property Subsidiary, nor any Subsidiary, director or officer of Borrower, any Guarantor
or any Unencumbered Property Subsidiary or, to the knowledge of Borrower, any Affiliate, agent or employee of Borrower or any Guarantor,
has engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws
or regulations in any applicable jurisdiction, including without limitation, any Sanctions Laws and Regulations.
§6.32
Unencumbered Pool Assets. Schedule 1.2 is a correct and complete list of all Unencumbered Pool Assets as of the Second
Amendment Date. Each of the Unencumbered Pool Assets included by the Borrower in calculation of the compliance of the covenants set forth
in §9 satisfies all of the requirements contained in this Agreement for the same to be included therein.
§7. AFFIRMATIVE
COVENANTS.
The Borrower covenants and
agrees that, so long as any Loan, Note or Letter of Credit is outstanding or any Lender has any obligation to make any Loans or issue
Letters of Credit:
§7.1
Punctual Payment. The Borrower will duly and punctually pay or cause to be paid the principal and interest on the Loans
and all interest and fees provided for in this Agreement, all in accordance with the terms of this Agreement and the Notes, as well as
all other sums owing pursuant to the Loan Documents.
§7.2
Maintenance of Office. The Borrower and each Guarantor will maintain their respective chief executive office at 650 Fifth
Avenue, 30th Floor, New York, NY 10019, or at such other place in the United States of America as the Borrower or any Guarantor shall
designate upon five (5) days prior written notice to the Agent and the Lenders, where notices, presentations and demands to or upon the
Borrower or such Guarantor in respect of the Loan Documents may be given or made.
§7.3
Records and Accounts. The Borrower and each Guarantor will (a) keep, and cause each of their respective Subsidiaries
to keep true and accurate records and books of account in which full, true and correct entries will be made in accordance with GAAP and
(b) maintain adequate accounts and reserves for all taxes (including income taxes), depreciation and amortization of its properties
and the properties of their respective Subsidiaries, contingencies and other reserves. Neither the Borrower, any Guarantor nor any of
their respective Subsidiaries shall, without the prior written consent of the Agent, (x) make any material change to the accounting policies/principles
used by such Person, except with respect to changes in GAAP as set forth in §1.2(k), in preparing the financial statements and other
information described in §6.4 or 7.4, or (y) change its fiscal year. The Agent and the Lenders acknowledge that REIT’s
fiscal year is a calendar year.
§7.4
Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to the Agent:
(a)
within ten (10) days of the filing of REIT’s Form 10-K with the SEC, but in any event not later than ninety (90) days after
the end of each calendar year, the audited consolidated balance sheet of REIT including its Subsidiaries at the end of such year, and
the related audited consolidated statements of income, shareholders’ equity and cash flows for such year, setting forth in comparative
form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, together
with a certification by the chief financial officer of the Borrower or chief financial officer of REIT, on the Borrower’s behalf,
that the information contained in such financial statements fairly presents the financial position of REIT including its Subsidiaries,
taken as a whole, and accompanied by an auditor’s report prepared without qualification as to the scope of the audit by a nationally
recognized accounting firm; provided, however, the Borrower may satisfy its obligations to deliver the financial statements described
in this §7.4(a) by furnishing to the Agent a copy of REIT’s annual report on Form 10-K in respect of such fiscal year together
with the financial statements required to be attached thereto, provided REIT is required to file such annual report on Form 10-K with
the Securities and Exchange Commission and such filing is actually made;
(b)
within ten (10) days of the filing of REIT’s Form 10-Q with the SEC, if applicable, but in any event not later than forty-five
(45) days after the end of each of the first three (3) calendar quarters of each year, copies of the unaudited consolidated balance sheet
of REIT including its Subsidiaries, at the end of such quarter, and the related unaudited consolidated statements of income, unaudited
consolidated balance sheet and cash flows for the portion of REIT’s fiscal year then elapsed, all in reasonable detail and prepared
in accordance with GAAP, together with a certification by the chief financial officer of REIT or the chief financial officer of REIT,
on the Borrower’s behalf, that the information contained in such financial statements fairly presents the financial position of
REIT including its Subsidiaries, taken as a whole, on the date thereof (subject to year-end adjustments and absence of footnotes); provided,
however, the Borrower may satisfy its obligations to deliver the financial statements described in this §7.4(b) by furnishing to
the Agent a copy of REIT’s quarterly report on Form 10-Q in respect of such fiscal quarter together with the financial statements
required to be attached thereto, provided REIT is required to file such quarterly report on Form 10-Q with the Securities and Exchange
Commission and such filing is actually made;
(c)
simultaneously with the delivery of the financial statements referred to in §§7.4(a) and 7.4(b), (i) a statement (a “Compliance
Certificate”) certified by the chief financial officer or treasurer of the Borrower or the chief financial officer or treasurer
of REIT, on the Borrower’s behalf, in the form of Exhibit I hereto (or in such other form as the Agent may approve from
time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants
contained in §9 and the other covenants described in such certificate and (if applicable) setting forth reconciliations to reflect
changes in GAAP since the Balance Sheet Date and (ii) a statement of Funds From Operations and Adjusted FFO for the relevant period. The
Borrower shall submit with the Compliance Certificate an Unencumbered Pool Certificate in the form of Exhibit H attached hereto
(an “Unencumbered Pool Certificate”) pursuant to which the Borrower shall calculate (x) the amount of the Unencumbered
Asset Value of each Unencumbered Pool Asset, and (y) the Unencumbered Pool Aggregate Asset Value, each as of the end of the immediately
preceding calendar quarter. All income, expense and value associated with Real Estate or other Investments acquired or disposed of during
any quarter will be adjusted, where applicable. Such Unencumbered Pool Certificate shall specify whether there are any defaults under
leases at an Unencumbered Pool Asset;
(d)
simultaneously with the delivery of the financial statements referred to in §§7.4(a) and 7.4(b), (i) a schedule detailing
the Net Operating Income for each of the Unencumbered Pool Assets for each such calendar quarter (such schedule to be in form reasonably
satisfactory to the Agent), and (ii) any other evidence reasonably required by the Agent to determine compliance with the covenants contained
in §9 and the other covenants covered by the Compliance Certificate;
(e)
simultaneously with the delivery of the financial statements referred to in §§7.4(a) and 7.4(b) above, a statement in
form and substance reasonably satisfactory to Agent (i) listing the Real Estate owned or leased by REIT and its Subsidiaries (or
in which REIT or any of its Subsidiaries owns an interest) and stating the location thereof and the MSA thereof (with respect to Unencumbered
Pool Assets only), the date acquired, the aggregate acquisition cost for all such Real Estate, the building age, ownership type (fee simple
or Ground Lease), if such Real Estate is leased pursuant to a Ground Lease, the remaining term of such Ground Lease and any renewal options
thereunder, the identity of the property manager thereof (with respect to Unencumbered Pool Assets only), the identity of the Tenant thereof
(and whether such Tenant is an Investment Grade Tenant) and any guarantor of such Tenant’s obligations under the applicable Lease,
other financial information for such Tenant and such guarantor in Borrower’s or a Guarantor’s possession, and scheduled rents,
lease expiration dates, renewal options, tenant improvement allowances which are outstanding and payable by the landlord under such Lease
and other material terms of the lease(s) applicable to such Real Estate (such as termination options and purchase options), (ii) listing
the Indebtedness of REIT and its Subsidiaries (excluding Indebtedness of the type described in §§8.1(a) through 8.1(d) and 8.1(f)),
which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount
outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness
and whether such Indebtedness is Recourse Indebtedness or Non-Recourse Indebtedness, and (iii) listing the Real Estate owned or leased
by Borrower, the Guarantors and their Subsidiaries (or in which Borrower, any Guarantor, or any of their Subsidiaries owns an interest)
which are Land Assets or Development Properties, and for each Development Property providing a brief summary of the status of such development;
(f)
promptly following the Agent’s request, after they are filed with the Internal Revenue Service or other applicable Governmental
Authority, copies of all income tax returns and amendments thereto of the Borrower and REIT;
(g)
notice of any material audits pending or threatened in writing with respect to any tax returns filed by REIT or any of its Subsidiaries
promptly following notice of such audit;
(h)
upon the Agent’s or any Lender’s written request, evidence reasonably satisfactory to the Agent of the timely payment
of all real estate taxes for the Unencumbered Pool Assets;
(i)
with respect to each Tenant qualifying as an Investment Grade Tenant pursuant to clause (b) of the definition thereof, on or before
the anniversary of the last Investment Grade Tenant Certificate was delivered to Agent for such Tenant, an updated Investment Grade Tenant
Certificate and supporting Implied Credit Analysis for such Tenant;
(j)
promptly upon becoming aware thereof, notice of a change in the credit rating of REIT, Borrower or any Investment Grade Tenant
given by a Rating Agency or any announcement that any rating of REIT, Borrower or an Investment Grade Tenant is “under review”
or that such rating has been placed on a watch list or that any similar action has been taken by a Rating Agency;
(k)
within five (5) Business Days of receipt, copies of any written claim made with respect to any Non-Recourse Exclusion;
(l)
promptly upon the request of Agent, copies of any registration statements (other than the exhibits thereto and any registration
statements on Form S-8 or its equivalent) and any annual, quarterly or monthly reports and other statements of REIT which are not publicly
available;
(m)
without limiting the terms of §2.11 and §2.12, a completed and executed Beneficial Ownership Certification if requested
by the Agent or any Lender at any time the Agent or such Lender determines that it is required by law to obtain such certification; and
(n)
from time to time, such other financial data and information in the possession of REIT or its Subsidiaries (including without limitation
auditors’ management letters, status of litigation or investigations against REIT or any of its Subsidiaries and any settlement
discussions relating thereto, property inspection and environmental reports for the Unencumbered Pool Assets (to the extent in Borrower’s
possession), and information as to zoning and other legal and regulatory changes affecting the Borrower, any Guarantor or any Unencumbered
Property Subsidiary) as the Agent may reasonably request;
The Borrower shall cooperate with the Agent in
connection with the publication to the Lenders 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 Agent and the Lenders
(collectively, “Information Materials”) pursuant to this Section. Any material to be delivered pursuant to this §7.4
may be delivered electronically directly to the Agent and the Lenders, provided that such material is in a format reasonably acceptable
to the Agent, and such material shall be deemed to have been delivered to the Agent and the Lenders upon the Agent’s receipt thereof.
Upon the request of the Agent, the Borrower shall deliver paper copies thereof to the Agent and the Lenders. The Borrower and the Guarantors
authorize Agent and Arrangers to disseminate any such materials, including without limitation the Information Materials, to the other
Lenders through the use of Intralinks, SyndTrak or any other electronic information dissemination system (an “Electronic System”).
Any such Electronic System is provided “as is” and “as available.” The Agent and the Arrangers do not warrant
the adequacy of any Electronic System and expressly disclaim liability for errors or omissions in any notice, demand, communication, information
or other material provided by or on behalf of Borrower that is distributed over or by any such Electronic System (“Communications”).
No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a
particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by Agent or the Arrangers
in connection with the Communications or the Electronic System. In no event shall the Agent, the Arrangers or any of their directors,
officers, employees, agents or attorneys have any liability to the Borrower or the Guarantors, any Lender or any other Person for damages
of any kind, including, without limitation, direct or indirect, special, incidental, consequential or punitive damages, losses or expenses
(whether in tort, contract or otherwise) arising out of the Borrower’s, any Guarantors’, the Agent’s or any Arranger’s
transmission of Communications through the Electronic System, and the Borrower and the Guarantors release Agent, the Arrangers and the
Lenders from any liability in connection therewith, except as to any of the Agent, the Arrangers or any Lender for any actual damages
(but specifically excluding any special, incidental, consequential or punitive damages) to the extent arising from the Agent’s,
any such Arranger’s or any such Lender’s own gross negligence or willful misconduct as determined by a court of competent
jurisdiction after the exhaustion of all applicable appeal periods. Borrower acknowledges that certain of the Lenders (each, a “Public
Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries
or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market related
activities with respect to such Persons’ securities. All of the Information Materials delivered by Borrower hereunder shall be deemed
to be private information and shall not be shared with such Public Lenders, except for any Information Materials that are (a) filed with
a Governmental Authority and are available to the public, or (b) clearly and conspicuously identified by the Borrower as “PUBLIC”,
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Information
Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Lenders and the Arrangers to treat such
Information Materials as not containing any material non-public information with respect to the Borrower, its Subsidiaries, its Affiliates
or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent
such Information Materials constitute confidential information, they shall be treated as provided in §18.7). Borrower agrees that
(i) all Information Materials marked “PUBLIC” by Borrower are permitted to be made available through a portion of any electronic
dissemination system designated “Public Investor” or a similar designation, and (ii) the Agent and the Arrangers shall be
entitled to treat any Information Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of
any electronic dissemination system not designated “Public Investor” or a similar designation.
§7.5
Notices.
(a)
Defaults. The Borrower will promptly upon becoming aware of same notify the Agent in writing of the occurrence of any Default
or Event of Default, or of any failure described in §12.1(c) which does not constitute a Default or an Event of Default due to the
operation of §12.2(a)(iv), which notice shall describe such occurrence with reasonable specificity and shall state that such notice
is a “notice of default” or “notice of failure”, as applicable.
(b)
Environmental Events. The Borrower will give notice to the Agent within twenty (20) Business Days of becoming aware of (i) any
potential or known Release, or threat of Release, of any Hazardous Substances in violation of any applicable Environmental Law; (ii) any
violation of any Environmental Law that the Borrower, any Guarantor or any of their respective Subsidiaries reports in writing or is reportable
by such Person in writing (or for which any written report supplemental to any oral report is made) to any non-U.S., federal, state, local
or provincial environmental agency or (iii) any inquiry, proceeding, investigation, or other action, including a notice from any
Governmental Authority of potential environmental liability, of any non-U.S., federal, state, local or provincial environmental Governmental
Authority, that in any case under this §7.5(b) involves (A) an Unencumbered Pool Asset and could reasonably be expected to result
in liability, clean-up, remediation, containment, correction or other costs to Borrower or any Guarantor or any of their respective Subsidiaries
of $2,000,000.00 or more, or (B) any other Real Estate and could reasonably be expected to have a Material Adverse Effect.
(c)
Notice of Material Adverse Events. The Borrower will give notice to the Agent within five (5) Business Days of becoming
aware of any matter, including (i) breach or non-performance of, or any default under, any provision of any security issued by REIT, Borrower
or any of their respective Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which
it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between REIT, Borrower or any
of their respective Subsidiaries and any governmental authority; or (iii) the commencement of, or any material development in, any litigation
or proceeding affecting REIT, Borrower or any of their respective Subsidiaries, in each case under this clause (c) that has resulted or
could reasonably be expected to result in a Material Adverse Effect.
(d)
[Intentionally Omitted].
(e)
Notice of Litigation and Judgments. The Borrower will give notice to the Agent in writing within ten (10) Business Days
of becoming aware of any litigation or proceedings threatened in writing or any pending litigation and proceedings affecting the Borrower,
any Guarantor or any of their respective Subsidiaries or to which the Borrower, any Guarantor or any of their respective Subsidiaries
is or is to become a party involving an uninsured claim against the Borrower, any Guarantor or any of their respective Subsidiaries that
could either reasonably be expected to cause a Default or could reasonably be expected to have a Material Adverse Effect and stating the
nature and status of such litigation or proceedings. The Borrower will give notice to the Agent, in writing, in form and detail reasonably
satisfactory to the Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise,
against the Borrower, Guarantors or any of their respective Subsidiaries in an amount in excess of $5,000,000.00.
(f)
Ground Lease. The Borrower will promptly notify the Agent in writing of any material default by a Fee Owner in the performance
or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease
related to an Unencumbered Pool Asset. The Borrower will promptly deliver to the Agent copies of all material notices, certificates, requests,
demands and other instruments received from or given by a Fee Owner to the Borrower or a Subsidiary Guarantor under a Ground Lease related
to an Unencumbered Pool Asset.
(g)
ERISA. The Borrower will give notice to the Agent within ten (10) Business Days after Borrower, Guarantors, any Unencumbered
Property Subsidiary or any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as
defined in Section 4043 of ERISA) with respect to any Guaranteed Pension Plan, Multiemployer Plan or Employee Benefit Plan, or knows that
the plan sponsor or plan administrator of any such plan has given or is required to give notice of any such reportable event; (ii) gives
a copy of any notice of complete or partial withdrawal liability under Title IV of ERISA; or (iii) receives a copy of any notice issued
by the PBGC under Title IV or ERISA of an intent to terminate or appoint a trustee to administer any such plan.
(h) Notices of Default Under Leases. The Borrower will give notice to the Agent in writing within ten (10) Business Days after
the Borrower or any Guarantor (i) receives written notice from a Tenant under a Lease (or any guarantor of such Lease) of an Unencumbered
Pool Asset of a material default by the landlord under such Lease, or (ii) delivers a written notice to any Tenant under a Lease (or any
guarantor of such Lease) of an Unencumbered Pool Asset of a payment or other material default by such Tenant under its Lease (or any guarantor
of such Lease).
(i)
Governmental Authority Notices. The Borrower will give notice to the Agent within ten (10) Business Days of receiving any
documents, correspondence or notice from any Governmental Authority that regulates the operation of any Unencumbered Pool Asset where
such document, correspondence or notice relates to threatened or actual change or development that would be materially adverse to any
Unencumbered Pool Asset, its Tenant or the Subsidiary Guarantor that owns or leases such Unencumbered Pool Asset, or could reasonably
be expected to have a Material Adverse Effect on the Borrower or any other Guarantor.
(j)
Notification of Lenders. Within five (5) Business Days after receiving any notice under this §7.5, the Agent will forward
a copy thereof to each of the Lenders, together with copies of any certificates or other written information that accompanied such notice.
§7.6 Existence; Maintenance of Properties.
(a) Except
as permitted under §§8.4 and 8.8, the Borrower and each Guarantor will (i) preserve and keep in full force and effect their
legal existence in the jurisdiction of its incorporation or formation (provided, that, the foregoing shall not restrict a Subsidiary
Guarantor from converting to a different type of entity or changing its jurisdiction of incorporation or formation, so long as after
such change or conversion, such Subsidiary Guarantor shall be either (X) an entity that is organized under the laws of any State of the
United States of America, or (Y) subject to Agent’s receipt of at least thirty (30) days’ prior written notice and adequate
assurances reasonably acceptable to Agent of such Subsidiary Guarantor’s ability and authority to enter into a guaranty of the
Obligations and of the enforceability and collectability of such guaranty (including, any judgment arising from such guaranty) against
any such Subsidiary Guarantor in its jurisdiction of organization, the jurisdiction in which any Real Estate owned by such Subsidiary
Guarantor is located and such other jurisdictions as the Agent may reasonably require, an Approved Foreign Entity; provided, further,
that in connection with such change or conversion, such Subsidiary Guarantor shall deliver or cause to be delivered to the Agent a Joinder
Agreement, a separate Guaranty, or a ratification of the existing Guaranty to which such Subsidiary Guaranty is a party, as reasonably
determined by the Agent and in form and substance reasonably acceptable to the Agent, and such customary organizational agreements, resolutions,
consents, opinions and other documents and instruments as the Agent may reasonably require), (ii) will cause each of their respective
Subsidiaries that are not Guarantors to preserve and keep in full force and effect their legal existence in the jurisdiction of its incorporation
or formation except where such failure has not had and could not reasonably be expected to have a Material Adverse Effect (provided,
that, the foregoing shall not restrict any such Subsidiary from converting to a different type of entity or changing its jurisdiction
of incorporation or formation, so long as such conversion or change does not have and could not reasonably be expected to have a Material
Adverse Effect), and (iii) in the event the Borrower, any Guarantor or any Unencumbered Property Subsidiary is a limited liability company,
shall not, nor shall any of its members or managers, take any action in furtherance of, or consummate, an LLC Division with respect to
such Person. Except as permitted under §§8.4 and 8.8, the Borrower and each Guarantor will preserve and keep in full force
all of their rights and franchises and those of their respective Subsidiaries, the preservation of which is necessary to the conduct
of their business (except with respect to Subsidiaries of the Borrower that are not Guarantors, where such failure has not had and could
not reasonably be expected to have a Material Adverse Effect). REIT shall at all times comply with all requirements and Applicable Laws
necessary to maintain REIT Status and shall continue to receive REIT Status. The Borrower shall continue to own directly or indirectly
one hundred percent (100%) of the Subsidiary Guarantors.
(b)
The Borrower and each Guarantor (i) will cause all of its properties and those of its Subsidiaries used or useful in the conduct
of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order in all material
respects (ordinary wear and tear excepted) and supplied with all necessary equipment, and (ii) will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof (except to the extent such obligations are required to be complied
with by Tenants under the applicable Lease), except with respect to Real Estate (other than the Unencumbered Pool Assets) to the extent
that noncompliance with such covenants could not reasonably be expected to have a Material Adverse Effect; provided, that nothing contained
in this §7.6(b) shall be construed to limit the terms of §7.20(a)(ii).
§7.7
Insurance. The Borrower, the Guarantors and their respective Subsidiaries (as applicable) will procure and maintain or cause
to be procured and maintained insurance covering the Borrower, the Guarantors and their respective Subsidiaries (as applicable) and the
Real Estate in such amounts and against such risks and casualties as are customary for properties of similar character and location, due
regard being given to the type of improvements thereon, their construction, location, use and occupancy; it being understood and agreed
that the foregoing shall not modify any obligation of a Tenant under a Lease with regard to the placement and maintenance of insurance.
The Borrower shall pay all premiums on insurance policies.
§7.8
Taxes; Liens. The Borrower and the Guarantors will, and will cause their respective Subsidiaries to, duly pay and discharge,
or cause to be paid and discharged, before the same shall become delinquent, all material taxes, assessments and other governmental charges
imposed upon them or upon the Unencumbered Pool Assets or the other Real Estate, sales and activities, or any part thereof, or upon the
income or profits therefrom as well as all claims for labor, materials or supplies that if unpaid might by law become a lien or charge
upon any of its property or other property of the Borrower, the Guarantors or their respective Subsidiaries and all non-governmental assessments,
levies, maintenance and other charges, whether resulting from covenants, conditions and restrictions or otherwise, water and sewer rents
and charges assessments on any water stock, utility charges and assessments and owner association dues, fees and levies, provided
that any such tax, assessment, charge or levy or claim need not be paid if the validity or amount thereof shall currently be contested
in good faith by appropriate proceedings which shall suspend the collection thereof with respect to such property and the Borrower or
applicable Guarantor or Subsidiary shall not be subject to any fine, suspension or loss of privileges or rights by reason of such proceeding,
neither such property nor any portion thereof or interest therein would be in any danger of sale, forfeiture, loss or suspension of operation
by reason of such proceeding and the Borrower, such Guarantor or any such Subsidiary shall have set aside on its books adequate reserves
in accordance with GAAP; and provided, further, that forthwith upon the commencement of proceedings to foreclose any lien
that may have attached as security therefor, the Borrower, such Guarantor or any such Subsidiary either (i) will provide a bond issued
by a surety reasonably acceptable to the Agent and sufficient to stay all such proceedings or (ii) if no such bond is provided, will
pay each such tax, assessment, charge or levy.
§7.9
Inspection of Properties and Books. The Borrower and the Guarantors will, and will cause their respective Subsidiaries to,
permit the Agent and the Lenders, at the Borrower’s expense, upon reasonable prior notice, to visit and inspect any of the properties
of the Borrower, each Guarantor or any of their respective Subsidiaries (subject to the rights of Tenants under their Leases and provided
that, except after an Event of Default, such visits and inspections shall not include any intrusive or invasive environmental sampling,
testing or investigation), to examine the books of account of the Borrower, any Guarantor and their respective Subsidiaries (and to make
copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, any Guarantor and their respective
Subsidiaries with, and to be advised as to the same by, their respective officers, partners or members, all at such reasonable times and
intervals as the Agent or any Lender may reasonably request, provided that so long as no Default or Event of Default shall then
have occurred and be continuing, the Borrower shall not be required to pay for such visits and inspections. In the event that the Agent
or a Lender shall visit and inspect a property of a Subsidiary of the Borrower which is not a Guarantor, such visit and inspection shall
be made with a representative of the Borrower (and the Borrower agrees to use reasonable efforts to make such representative available).
The Lenders shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption
to the normal business operations of such Persons.
§7.10 Compliance with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their
respective Subsidiaries to, and, to the extent permitted by the terms of the applicable Leases, will use reasonable efforts to cause the
Tenants of the Unencumbered Pool Assets to, comply in all material respects (provided that the foregoing qualification shall not limit
other provisions of this Agreement) with (a) all Applicable Laws now or hereafter in effect wherever its business is conducted (excluding
all Environmental Laws which are exclusively addressed in §8.6 below), (b) the provisions of its corporate charter, partnership
agreement, limited liability company agreement or declaration of trust, as the case may be, and other formation, governing or charter
documents and bylaws, (c) all material agreements and instruments to which it is a party or by which it or any of its properties
may be bound, (d) all applicable decrees, orders, and judgments, and (e) all licenses and permits required by Applicable Laws
(excluding all Environmental Laws which are exclusively addressed in §8.6 below) for the conduct of its business or the ownership,
use or operation of its properties, except where (x) in the case of any of the Borrower, any Guarantor or any Tenant of any Unencumbered
Pool Asset, failure to so comply with either clause (a), (c), (d) or (e) would not result in the material non-compliance with the items
described in such clauses, and (y) with respect to any other Person, failure to so comply with clause (a), (b), (c), (d) or (e),
as the case may be, would not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit
or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower,
any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary
will promptly take or cause to be taken all reasonable steps necessary to obtain such authorization, consent, approval, permit or license
and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures
as are necessary to comply with the Patriot Act (in all material respects) and shall promptly advise the Agent in writing in the event
that the Borrower shall determine that any investors in the Borrower are in violation of such act.
§7.11 Further Assurances. The Borrower and each Guarantor will, and will cause each of their respective Subsidiaries to, cooperate
with the Agent and the Lenders and execute such further instruments and documents as the Lenders or the Agent shall reasonably request
to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents.
§7.12 Limiting Agreements
(a) Neither Borrower, the Guarantors nor any of their respective Subsidiaries shall enter into, any agreement, instrument or transaction
which has or may have the effect of prohibiting or limiting Borrower’s, the Guarantors’ or any of their respective Subsidiaries’
ability to pledge to Agent any Unencumbered Pool Assets as security for the Obligations (provided that a requirement to maintain a pool
of unencumbered properties to support financial covenants relating to other Unsecured Indebtedness permitted by this Agreement shall not
violate the foregoing covenant). Borrower will not take, and will not permit the Guarantors or any of their respective Subsidiaries to
take, any action that would impair the right and ability of Borrower, the Guarantors and their respective Subsidiaries to pledge such
assets as security for the Obligations without any such pledge after the date hereof causing or permitting the acceleration (after the
giving of notice or the passage of time, or otherwise) of any other Indebtedness of Borrower, the Guarantors or any of their respective
Subsidiaries.
(b) Borrower shall, upon demand, provide to the Agent such evidence as the Agent may reasonably require to evidence compliance with
this §7.12, which evidence shall include, without limitation, copies of any agreements or instruments which would in any way restrict
or limit the Borrower’s, any Guarantor’s or any Subsidiary’s ability to pledge Unencumbered Pool Assets as security
for Indebtedness, or which provide for the occurrence of a default (after the giving of notice or the passage of time, or otherwise) if
Unencumbered Pool Assets are pledged in the future as security for Indebtedness of the Borrower or any Guarantor.
§7.13
Reserved.
§7.14 Business Operations. REIT and its Subsidiaries shall operate their respective businesses in substantially the same manner
and in substantially the same fields and lines of business as such business is now conducted and such other lines of business that are
reasonably related or incidental or ancillary thereto and in compliance with the terms and conditions of this Agreement and the Loan Documents.
Neither REIT nor the Borrower will, or permit any of their respective Subsidiaries to, directly or indirectly, engage in any line of business
other than the acquisition, ownership, operation and development of primarily single- or multiple-tenant net lease commercial income producing
properties for office, retail and industrial uses, and such other lines of business that are reasonably related or incidental or ancillary
thereto and in compliance with the terms and conditions of this Agreement and the Loan Documents.
§7.15 Reserved.
§7.16 Reserved.
§7.17 Ownership of Real Estate. Without the prior written consent of the Agent, all Real Estate and all interests (whether direct
or indirect) of REIT or the Borrower in any Real Estate assets now owned or leased or acquired or leased after the date hereof shall be
owned or leased directly by the Borrower or a Wholly-Owned Subsidiary of the Borrower; provided, however that the Borrower
shall be permitted to own or lease interests in Real Estate through non-Wholly-Owned Subsidiaries and Unconsolidated Affiliates of the
Borrower as permitted by §8.3(l).
§7.18 Distributions of Income to the Borrower. Subject to the last sentence of this §7.18, the Borrower shall cause all of
its Subsidiaries (subject to the terms of any loan documents under which such Subsidiary is the borrower or a guarantor, including, without
limitation, any restrictions on distributions of such Subsidiary set forth in instruments evidencing property-level Secured Indebtedness
of such Subsidiary) to promptly distribute to the Borrower (but not less frequently than once each calendar quarter, unless otherwise
approved by the Agent), whether in the form of dividends, distributions or otherwise, all profits, proceeds or other income relating to
or arising from its Subsidiaries’ use, operation, financing, refinancing, sale or other disposition of their respective assets and
properties after (a) the payment by each Subsidiary of its debt service, operating expenses, any non-U.S., U.S. federal, state and local
taxes payable by such Subsidiary, capital improvements and leasing commissions for such quarter, and (b) the establishment of reasonable
reserves for the payment of (i) operating expenses not paid on at least a quarterly basis, (ii) capital improvements and tenant improvements
to be made to such Subsidiary’s assets and properties approved by such Subsidiary in the course of its business consistent with
its past practices and (iii) any non-U.S., U.S. federal, state and local taxes payable by such Subsidiary, (c) with respect to any Subsidiary
which is a taxable REIT subsidiary, retention of such funds as REIT may reasonably determine to the extent that such distribution could
reasonably be expected to affect the REIT’s ability to satisfy the income tests in Section 856(c) of the Code, and (d) with respect
to Subsidiaries not organized under the laws of a political subdivision of the United States, retention of such funds as are necessary
to comply with applicable legal restrictions, to preserve tax status, or otherwise to address currency exchange or other operating business
issues as reasonably determined by the officers of the REIT. Neither the Borrower, the Guarantors or any of their Subsidiaries shall enter
into any agreement that limits the ability of any Subsidiary to make a dividend or distribution payment to the Borrower or any Guarantor
or to otherwise transfer any property to the Borrower or any Guarantor, provided, however, that this sentence shall not prohibit (x) any
negative pledge incurred or provided in favor of any holder of Secured Indebtedness permitted under §8.1(h) and §8.1(i) solely
to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, and (y) any negative
pledge or other such restriction on the making of dividend or distribution payments in the definitive documentation of any Unsecured Indebtedness
that is not more onerous, when taken as a whole, than the terms of this Agreement, taken as a whole. Notwithstanding anything to the contrary
contained in this §7.18, any Subsidiary of Borrower not organized under the laws of a political subdivision of the United States
shall not be required to make any distributions to the Borrower pursuant to this §7.18 (and Borrower shall have no obligation under
this §7.18 to cause such Subsidiary to make any such distribution to Borrower), except upon the occurrence and during the continuance
of a Default or an Event of Default, in which event, after consultation with the Agent, Borrower shall cause each such Subsidiary to promptly
make distributions to Borrower in accordance with the first sentence of this §7.18 (with the first of such distributions occurring
no later than ten (10) Business Days after Agent directs Borrower to cause such distributions to be made).
§7.19 Plan Assets. The Borrower, the Guarantors and each of their respective Subsidiaries will do, or cause to be done, all things
necessary to ensure that none of its Real Estate will be deemed to be Plan Assets at any time.
§7.20 Unencumbered Pool Assets.
(a) The Eligible Real Estate included as Unencumbered Pool Assets and in the calculation of the Unencumbered Pool Aggregate Asset Value
shall at all times satisfy all of the following conditions (unless otherwise permitted pursuant to §7.20(b)):
(i)
the Eligible Real Estate shall be owned one hundred percent (100%) in fee simple, or leased under a Ground Lease as to which no
Ground Lease Default has occurred, by the Borrower or a Subsidiary Guarantor, in each case free and clear of all Liens other than the
Liens permitted in §8.2(i), (iv) and (ix), and such Eligible Real Estate shall not have applicable to it any restriction which prohibits
or purports to prohibit the sale, pledge, transfer, mortgage or assignment of such Eligible Real Estate, or the creation or assumption
of any Lien on such Eligible Real Estate or interest therein as security for the Obligations (including any restrictions contained in
any applicable organizational documents or any other instrument or agreement (other than a Loan Document)) (any such restriction, a “Negative
Pledge”);
(ii)
none of the Eligible Real Estate shall have any material title, survey, environmental, structural or other defects that would give
rise to a materially adverse effect as to the value, use of or ability to sell or refinance such property, and all representations and
warranties with respect to such Eligible Real Estate shall be true and correct in all material respects (without giving effect to any
knowledge qualifier with respect to any such representation or warranty set forth in §6.19);
(iii) if such Eligible Real Estate is owned or leased by an Unencumbered Property Subsidiary, (a) the only asset of such Subsidiary shall
be the Eligible Real Estate included as an Unencumbered Pool Asset and any furniture, fixtures, equipment and cash related to, or used
in the ordinary operation of, such Eligible Real Estate, (b) Borrower shall directly or indirectly own 100% of all Equity Interests (including
all economic, beneficial and voting interests) in such Unencumbered Property Subsidiary, any and all intermediate entities shall be Subsidiary
Guarantors to the extent required by this Agreement, and no direct or indirect ownership or other interests or rights of Borrower in any
such Unencumbered Property Subsidiary shall be subject to any Lien (other than Liens permitted pursuant to §8.2(i)(A)) or any Negative
Pledge, and (c) without limiting the ability of such Unencumbered Property Subsidiary to guaranty Unsecured Indebtedness otherwise permitted
hereunder, such Unencumbered Property Subsidiary shall not be a borrower, primary obligor or guarantor with respect to any other Indebtedness;
(iv) such Eligible Real Estate shall be self-managed by the Borrower or the Subsidiary Guarantor or by a Property Manager pursuant to
a Management Agreement;
(v) no more than fifteen percent (15.0%) of the Unencumbered Pool Aggregate Asset Value shall be attributable to one Unencumbered Pool
Asset (or twenty percent (20.0%) if the sole Tenant thereof is an Investment Grade Tenant), provided that any excess Unencumbered Asset
Value attributable to such Unencumbered Pool Asset above such limit shall not, by itself, constitute a Default or Event of Default, but
such excess shall be excluded from the calculation of Unencumbered Pool Aggregate Asset Value;
(vi) No more than fifteen percent (15.0%) of the Unencumbered Pool Aggregate Asset Value shall be subject to Ground Leases, provided
that any excess Unencumbered Asset Value attributable to such Unencumbered Pool Asset(s) above such limit shall not, by itself, constitute
a Default or Event of Default, but such excess shall be excluded from the calculation of Unencumbered Pool Aggregate Asset Value;
(vii)
No more than twenty percent (20.0%) of the Unencumbered Pool Aggregate Asset Value shall be attributable to the same Tenant or
its Affiliates (or twenty-five percent (25.0%) if such Tenant is an Investment Grade Tenant), provided that any excess Unencumbered Asset
Value attributable to such Unencumbered Pool Asset(s) above such limit shall not, by itself, constitute a Default or Event of Default,
but such excess shall be excluded from the calculation of Unencumbered Pool Aggregate Asset Value;
(viii) no more than twenty-five percent (25.0%) of the Unencumbered Pool Aggregate Asset Value shall be attributable to any single MSA,
provided that any excess Unencumbered Asset Value attributable to such Unencumbered Pool Asset(s) above such limit shall not, by itself,
constitute a Default or Event of Default, but such excess shall be excluded from the calculation of Unencumbered Pool Aggregate Asset
Value;
(ix) At least thirty-five percent (35.0%) of the Unencumbered Pool Aggregate Asset Value shall be attributable to Investment Grade Tenants,
provided that any shortfall to such requirement shall not, by itself, constitute a Default or Event of Default, but Unencumbered Asset
Value attributable to Unencumbered Pool Assets not leased to Investment Grade Tenants shall instead be reduced such that, after giving
effect to such reduction, thirty-five percent (35.0%) of the Unencumbered Pool Aggregate Asset Value shall be attributable to Investment
Grade Tenants;
(x) the Eligible Real Estate occupied by a single Tenant included as Unencumbered Pool Assets shall at all times have in the aggregate
a weighted average remaining lease term (calculated by weighting the remaining lease term of each such Eligible Real Estate (without regard
to any extension options at the tenant’s discretion) by the Unencumbered Asset Value attributable to such Eligible Real Estate)
of not less than four and one-half (4.5) years; provided, however, that the foregoing requirement shall not be applicable at any time
REIT has obtained and is maintaining an Investment Grade Rating from at least two (2) Rating Agencies;
(xi) No more than five percent (5.0%) of the Unencumbered Pool Aggregate Asset Value shall be attributable to Unencumbered Pool Assets
that are “dark” (i.e., not being operated by the applicable Tenant (including any subtenant thereof) and in respect of which
the applicable Tenant is paying in full the rent and other amounts due under its Lease for such Unencumbered Pool Asset and is in compliance
with its other material obligations under its Lease), provided that any excess Unencumbered Asset Value attributable to such Unencumbered
Pool Asset(s) above such limit shall not, by itself, constitute a Default or Event of Default, but such excess shall be excluded from
the calculation of Unencumbered Pool Aggregate Asset Value;
(xii) No more than fifty percent (50.0%) of the Unencumbered Pool Aggregate Asset Value shall be attributable to Unencumbered Pool Assets
located in Approved Foreign Countries, provided that any excess Unencumbered Asset Value attributable to such Unencumbered Pool Asset(s)
above such limit shall not, by itself, constitute a Default or Event of Default, but such excess shall be excluded from the calculation
of Unencumbered Pool Aggregate Asset Value;
(xiii) (A) the Eligible Real Estate included as Unencumbered Pool Assets shall at all times have a minimum aggregate Occupancy Rate of
eighty percent (80.0%), and (B) the minimum Occupancy Rate of each Unencumbered Pool Asset occupied by multiple Tenants shall be no less
than 70% for any two consecutive quarters; provided, however, that, if any Unencumbered Pool Asset occupied by multiple Tenants fails
to satisfy the foregoing requirement, such Unencumbered Pool Asset shall continue to be included as an Unencumbered Pool Asset, but the
Unencumbered Asset Value attributable to such Unencumbered Pool Asset for purposes of determining financial covenant compliance shall
be limited to 66.67% of the Unencumbered Asset Value determined for such Unencumbered Pool Asset until such time as such Unencumbered
Pool Asset satisfies the foregoing requirement for two consecutive quarters;
(xiv) there shall be at all times at least sixty-five (65) Unencumbered Pool Assets included in the calculation of Unencumbered Pool
Aggregate Asset Value and the Unencumbered Pool Aggregate Asset Value shall be at least Six Hundred Million Dollars ($600,000,000);
(xv)
the Borrower shall have delivered to the Agent (A) a written request to include such Eligible Real Estate as an Unencumbered Pool
Asset, (B) the Eligible Real Estate Qualification Documents, and such Eligible Real Estate Qualification Documents shall have been approved
by the Agent (in its reasonable discretion); provided, with respect to the Unencumbered Pool Assets set forth on Schedule 1.2
attached hereto as of the Second Amendment Date, that the Agent hereby confirms its approval of the Eligible Real Estate Qualification
Documents required to be delivered pursuant to this clause (xv), (C) a certification by the chief financial officer of REIT that such
Real Estate qualifies as Eligible Real Estate and as to the matters covered under §7.20(a)(i)-(xiv) in the form of Exhibit “K”
hereto (an “Unencumbered Pool Asset Certificate”), and (D) such other information as the Agent may reasonably require
with respect to such Eligible Real Estate, including, but not limited to, any information required by the Agent to determine the Unencumbered
Asset Value attributable to such Eligible Real Estate and compliance with this §7.20; and
(xvi) such Eligible Real Estate shall not have been excluded from the calculation of the Unencumbered Pool Aggregate Asset Value pursuant
to §7.20(c), §7.20(d) or §7.20(e).
(b) Notwithstanding the foregoing, in the event any Real Estate does not qualify as an Eligible Real Estate or satisfy the requirements
of §7.20(a), such Real Estate shall be included in the calculation of the Unencumbered Pool Aggregate Asset Value so long as the
Agent shall have received the prior written consent of each of the Majority Lenders to the inclusion of such Real Estate in the calculation
of the Unencumbered Pool Aggregate Asset Value, and no Default or Event of Default shall arise hereunder solely as a result of such Real
Estate failing to satisfy the specific requirements of Eligible Real Estate or §7.20(a) which initially disqualified such Real Estate
from being included in the calculation of the Unencumbered Pool Aggregate Asset Value pursuant to §7.20(a). It is agreed and understood
that any Real Estate included in the calculation of the “Unencumbered Pool Aggregate Asset Value” pursuant to §7.20(b)
of the Credit Agreement which is included in such calculation immediately prior to the Second Amendment Date shall continue to be included
in the calculation of the Unencumbered Pool Aggregate Asset Value hereunder on the Second Amendment Date so long as such Real Estate continues
to satisfy the requirements of Eligible Real Estate and §7.20(a) hereof, except for such requirements which initially disqualified
such Real Estate from being included in the calculation of the Unencumbered Pool Aggregate Asset Value under the Credit Agreement prior
to the Second Amendment Date.
(c) In the event that all or any material portion of any Unencumbered Pool Asset included in the calculation of the Unencumbered Pool
Aggregate Asset Value shall be damaged in any material respect or taken by condemnation, then such property shall no longer be included
in the calculation of the Unencumbered Pool Aggregate Asset Value unless and until (i) any damage to such real estate is repaired or restored,
such real estate becomes fully operational and the Agent shall receive evidence satisfactory to the Agent of the value of such real estate
following such repair or restoration (both at such time and prospectively) or (ii) the Agent shall receive evidence reasonably satisfactory
to the Agent that the value of such real estate (both at such time and prospectively) shall not be materially adversely affected by such
damage or condemnation. In the event that such damage or condemnation only partially affects such Unencumbered Pool Asset included in
the calculation of the Unencumbered Pool Aggregate Asset Value, then the Agent may in good faith reduce the Unencumbered Asset Value attributable
thereto based on such damage until such time as the Agent receive evidence satisfactory to the Agent that the value of such real estate
(both at such time and prospectively) shall no longer be materially adversely affected by such damage or condemnation.
(d) Upon any asset ceasing to qualify to be included as an Unencumbered Pool Asset, such asset shall no longer be included in the calculation
of the Unencumbered Pool Aggregate Asset Value unless otherwise approved in writing by the Majority Lenders. Within five (5) Business
Days after becoming aware of any such disqualification, the Borrower shall deliver to the Agent a certificate reflecting such disqualification,
together with the identity of the disqualified asset, a statement as to whether any Default or Event of Default arises as a result of
such disqualification, and a calculation of the Unencumbered Asset Value attributable to such asset. Simultaneously with the delivery
of the items required pursuant above, the Borrower shall deliver to the Agent an updated Unencumbered Pool Certificate demonstrating,
after giving effect to such removal or disqualification, compliance with the conditions and covenants contained in §§7.20, 9.3
and 9.4.
(e) In addition, the Borrower may voluntarily remove any Real Estate from the calculation of the Unencumbered Pool Aggregate Asset
Value by delivering to the Agent, no later than five (5) Business Days prior to date on which such removal is to be effected, notice of
such removal, together with a statement that no Default or Event of Default then exists or would, upon the occurrence of such event or
with passage of time, result from such removal, the identity of the Unencumbered Pool Asset being removed, and a calculation of the Unencumbered
Asset Value attributable to such Unencumbered Pool Asset. Simultaneously with the delivery of the items required pursuant above, the Borrower
shall deliver to the Agent a pro forma Compliance Certificate and Unencumbered Pool Certificate demonstrating, after giving effect to
such removal or disqualification, compliance with the covenants contained in §7.20, §9.3 and §9.4.
§7.21 Management. The Borrower shall not and shall not permit any Subsidiary Guarantor to enter into any Management Agreement
with a manager other than a Property Manager after the date hereof for any Unencumbered Pool Asset without the prior written consent of
the Agent (which shall not be unreasonably withheld, conditioned or delayed).
§7.22 Beneficial Ownership. Promptly following any change in beneficial ownership of the Borrower that would render any statement
in an existing Beneficial Ownership Certification untrue or inaccurate, the Borrower shall furnish to the Agent (for further delivery
by the Agent to the Lenders in accordance with its customary practice) an updated Beneficial Ownership Certification for the Borrower.
§7.23 Sanctions Laws and Regulations. The Borrower shall not, directly or indirectly, use the proceeds of the Loans or any Letter
of Credit or lend, contribute or otherwise make available such proceeds to any Guarantor, Subsidiary, Unconsolidated Affiliate or other
Person (i) to fund any activities or business of or with any Designated Person, or in any country or territory, that at the time of such
funding is itself the subject of territorial sanctions under applicable Sanctions Laws and Regulations, (ii) in any manner that would
result in a violation of applicable Sanctions Laws and Regulations by any party to this Agreement, or (iii) in any manner that would cause
the Borrower, the Guarantors or any of their respective Subsidiaries to violate the United States Foreign Corrupt Practices Act. None
of the funds or assets of the Borrower or Guarantors that are used to pay any amount due pursuant to this Agreement shall constitute funds
obtained from transactions with or relating to Designated Persons or countries which are themselves the subject of territorial sanctions
under applicable Sanctions Laws and Regulations. Borrower shall maintain policies and procedures designed to achieve compliance with Sanctions
Laws and Regulations.
§8.
NEGATIVE COVENANTS.
The Borrower covenants and
agrees that, so long as any Loan, Note or Letter of Credit is outstanding or any of the Lenders has any obligation to make any Loans or
issue any Letter of Credit:
§8.1
Restrictions on Indebtedness. The Borrower will not, and will not permit any Guarantor or their respective Subsidiaries
to, create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than:
(a) Indebtedness to the Lenders arising under any of the Loan Documents;
(b)
Indebtedness to the Lender Hedge Providers in respect of any Hedge Obligations;
(c)
current liabilities of the Borrower, the Guarantors or their respective Subsidiaries incurred in the ordinary course of business
but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis
customarily extended and in fact extended in connection with normal purchases of goods and services;
(d)
Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor,
materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the
provisions of §7.8;
(e)
Indebtedness in respect of judgments only to the extent, for the period and for an amount not resulting in an Event of Default;
(f) endorsements for collection, deposit or
negotiation and warranties of products or services, in each case incurred in the ordinary course of business;
(g) subject to the provisions of §9, Indebtedness of the REIT, the Borrower, International Holdco, Global II Holdco or any other
Subsidiary of Borrower (other than a Subsidiary of Borrower which is a Guarantor or an Unencumbered Property Subsidiary) in respect of
Derivatives Contracts that are entered into in the ordinary course of business and not for speculative purposes; and
(h) subject to the provisions of §9, (i) Non-Recourse Indebtedness that is secured by Real Estate (other than the Unencumbered
Pool Assets or interest therein) and related assets (and guaranties of Non-Recourse Exclusions with respect to such Indebtedness), and
(ii) Secured Recourse Indebtedness (and guaranties of such Indebtedness), provided that no such Secured Recourse Indebtedness shall be
secured by any Unencumbered Pool Asset or interest therein; and
(i)
subject to the provisions of §9, Unsecured Indebtedness (and guaranties of such Indebtedness) (in each case, other than Indebtedness
of the type included in clause (f) above) of REIT and its Subsidiaries.
Notwithstanding anything in
this Agreement to the contrary, (i) none of the Indebtedness described in §8.1(h) above shall have any of the Unencumbered Pool
Assets or any interest therein or any direct or indirect ownership interest in the Borrower, any Subsidiary Guarantor or the Unencumbered
Property Subsidiary owning such asset as collateral, and (ii) none of the Subsidiaries of Borrower which directly or indirectly own or
lease an Unencumbered Pool Asset (including, without limitation, any Unencumbered Property Subsidiary) shall create, incur, assume, guarantee
or be or remain liable, contingently or otherwise, with respect to any Indebtedness (including, without limitation, pursuant to any conditional
or limited guaranty or indemnity agreement creating liability with respect to usual and customary exclusions from the non-recourse limitations
governing the Non-Recourse Indebtedness of any Person, or otherwise) other than (X) Indebtedness described in §§8.1(a), 8.1(b),
8.1(c), 8.1(d), 8.1(e), 8.1(f) or 8.1(i), (Y) solely with respect to International Holdco and Global II Holdco, §8.1(h) above (provided
that such Indebtedness shall not be secured by an Unencumbered Pool Asset, any asset related thereto or any interest therein, nor any
direct or indirect interest of the Borrower, any Guarantor or any of their respective Subsidiaries in any Unencumbered Property Subsidiary),
and (Z) solely with respect to Merger Sub and RTL OP, guaranties of Non-Recourse Exclusions or Secured Recourse Indebtedness permitted
under §8.1(h) and existing as of the Second Amendment Date (as the same may be amended, modified, extended or refinanced subject
to the terms and conditions of this Agreement) (provided that such Indebtedness shall not be secured by an Unencumbered Pool Asset, any
asset related thereto or any interest therein, nor any direct or indirect interest of the Borrower, any Guarantor or any of their respective
Subsidiaries in any Unencumbered Property Subsidiary), and (iii) REIT shall not create, incur, assume, guarantee or be or remain liable,
contingently or otherwise, with respect to any Indebtedness (including, without limitation, pursuant to any conditional or limited guaranty
or indemnity agreement creating liability with respect to usual and customary exclusions from the non-recourse limitations governing the
Non-Recourse Indebtedness of any Person, or otherwise) other than Indebtedness described in §§8.1(a)-(g) and (i) above and,
solely with respect to REIT providing unsecured guaranties of such Indebtedness, the Indebtedness described in §8.1(h) above.
§8.2
Restrictions on Liens, Etc. The Borrower will not, and will not permit any Guarantor or their respective Subsidiaries to
create or incur or suffer to be created or incurred or to exist any Lien upon any of their respective property or assets of any character
whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that notwithstanding anything to the
contrary contained herein, the Borrower, any Guarantor or any such Subsidiary may create or incur or suffer to be created or incurred
or to exist:
(i)
Liens on properties to secure (A) taxes, assessments and other governmental charges (excluding any Lien imposed pursuant to any
of the provisions of ERISA or pursuant to any Environmental Laws) or, (B) claims for labor, material or supplies incurred in the ordinary
course of business in respect of obligations not then delinquent or which are being contested as permitted under this Agreement;
(ii) Liens on assets other than (A) Eligible Real Estate, (B) Unencumbered Pool Assets, or (C) any direct or indirect interest of the
Borrower, any Guarantor or any Subsidiary of the Borrower in any Unencumbered Property Subsidiary in respect of judgments permitted by
§8.1(e); provided that the foregoing shall not prohibit, in the case of any asset referenced in subclauses (A), (B) or (C)
above of this §8.2(ii), a Lien resulting from a judgment otherwise permitted by §8.1(e);
(iii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old
age pensions or other social security obligations;
(iv) encumbrances on properties consisting of easements, rights of way, zoning restrictions, leases and other occupancy agreements,
restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens
under leases to which the Borrower, an Unencumbered Property Subsidiary or a Subsidiary of any such Person is a party, and other minor
non-monetary liens or encumbrances none of which interferes materially with the use of the property affected in the ordinary conduct of
the business of the Borrower, the Subsidiary Guarantors or their respective Subsidiaries, which defects do not individually or in the
aggregate have a materially adverse effect on the business of the Borrower, any Subsidiary Guarantor or any Unencumbered Property Subsidiary
individually, or on the Unencumbered Pool Assets;
(v) Liens on assets or interests therein (but excluding (A) the Unencumbered Pool Assets, any asset related thereto or any interest
therein, (B) Eligible Real Estate, or (C) any direct or indirect interest of the Borrower, Guarantors or any of their respective Subsidiaries
in any Unencumbered Property Subsidiary) to secure Secured Indebtedness of Subsidiaries of the Borrower permitted by §8.1(h);
(vi) rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions, solely to the
extent incurred in connection with the maintenance of such deposit accounts in the ordinary course of business;
(vii)
Liens of Capitalized Leases;
(viii) Liens securing obligations in the nature of the performance of bids, trade contracts and leases (other than Indebtedness), statutory
obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature
incurred in the ordinary course of business; and
(ix) Liens arising under any of the Loan Documents securing the Obligations and the Hedge Obligations.
Notwithstanding anything in
this Agreement to the contrary, (A)(i) no Subsidiary of Borrower which directly or indirectly owns or leases an Unencumbered Pool Asset
(including, without limitation, an Unencumbered Property Subsidiary) shall create or incur or suffer to be created or incurred or to exist
any Lien other than Liens contemplated in §§8.2(i), (iv), (vi) and (ix) and, solely with respect to International Holdco and
Global II Holdco, §8.2(v) above, and (ii) REIT shall not create or incur, nor suffer to be created or incurred, nor permit to exist
any Lien other than Liens contemplated in §§8.2(i), (ii), (iii), (vi), and (ix); and (B) the Borrower shall not create or incur,
nor suffer to be created or incurred, nor permit to exist any Lien on any legal, equitable or beneficial interest of the Borrower in any
Subsidiary of Borrower which directly or indirectly owns or leases an Unencumbered Pool Asset (including, without limitation, an Unencumbered
Property Subsidiary), including, without limitation, any Distributions or rights to Distributions on account thereof.
§8.3
Restrictions on Investments. Neither the Borrower will, nor will it permit any Guarantor or any of its Subsidiaries to,
make or permit to exist or to remain outstanding any Investment except Investments:
(a) in marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of
purchase by the Borrower or its Subsidiary;
(b) in marketable direct obligations of any of the following: Federal Home Loan Mortgage Corporation, Student Loan Marketing Association,
Federal Home Loan Banks, Federal National Mortgage Association, Government National Mortgage Association, Bank for Cooperatives, Federal
Intermediate Credit Banks, Federal Financing Banks, Export-Import Bank of the United States, Federal Land Banks, or any other agency or
instrumentality of the United States of America;
(c) in demand deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets in
excess of $100,000,000.00;
(d) in commercial paper assigned the highest rating by two (2) or more national credit rating agencies and maturing not more than ninety
(90) days from the date of creation thereof;
(e) in bonds or other obligations having a short term unsecured debt rating of not less than A-1+ by S&P and P-1+ by Moody’s
and having a long term debt rating of not less than A by S&P and A1 by Moody’s issued by or by authority of any state of the
United States, any territory or possession of the United States, including the Commonwealth of Puerto Rico and agencies thereof, or any
political subdivision of any of the foregoing;
(f) in repurchase agreements having a term not greater than ninety (90) days and fully secured by securities described in the foregoing
§8.3(a), 8.3(b) or 8.3(c) with banks described in the foregoing §8.3(c) or with financial institutions or other corporations
having total assets in excess of $500,000,000.00;
(g) in shares of so-called “money market funds” registered with the SEC under the Investment Company Act of 1940 which
maintain a level per-share value, invest principally in investments described in the foregoing §§8.3(a) through 8.3(f) and have
total assets in excess of $50,000,000.00;
(h) consisting of the acquisition of fee or leasehold interests by the Borrower or its Subsidiaries in (i) Real Estate which is developed
as single- or multiple-tenant properties for office, retail and industrial uses located in the United States of America or an Approved
Foreign Country and businesses and investments incidental thereto, and (ii) subject to the restrictions set forth in this §8.3, the
acquisition of Land Assets to be developed for the foregoing purpose;
(i)
by the Borrower and its Wholly-Owned Subsidiaries in Subsidiaries that are directly or indirectly one hundred percent (100%) owned
by such Person or jointly with the Borrower or its Wholly-Owned Subsidiaries;
(j)
in Land Assets, provided that the aggregate Investment therein shall not exceed five percent (5%) of Consolidated Total
Asset Value;
(k) in (i) Mortgage Note Receivables secured by properties of the type described in §8.3(h)(i) and (ii) mezzanine notes and other
promissory notes secured by properties of the type described in §8.3(h)(i) or Equity Interests of Persons holding such properties,
provided that the aggregate Investment under this clause (k) shall not exceed ten percent (10%) of Consolidated Total Asset
Value;
(l)
in non-Wholly-Owned Subsidiaries and Unconsolidated Affiliates to purchase properties of the type described in §8.3(h)(i),
provided that the aggregate Investment therein shall not exceed fifteen percent (15%) of Consolidated Total Asset Value;
(m) in Development Properties for properties of the type described in §8.3(h)(i), provided that the aggregate construction
and development budget for Development Properties (including land) shall not exceed five percent (5%) of Consolidated Total Asset Value;
(n) consisting of advances to officers, directors and employees of Borrower and Subsidiaries for travel, entertainment, relocation
and analogous ordinary business purposes;
(o) in connection with a merger, consolidation or stock acquisition pursuant to §8.4, (i) made in the ordinary course of business
and subject to the other investment limits contained in this §8.3, constituting all of the Equity Interests of any Person the assets
of which (other than immaterial assets) constitute real property assets and which Investments do not constitute or include the assumption
of Indebtedness of such Person or a guarantee of Indebtedness of such Person (in each case other than Non-Recourse Indebtedness) or (ii)
all of the Equity Interests in any other Person so long as (A) unless the assets of such Person (other than immaterial assets) constitute
real property assets, Borrower shall have given the Agent and the Lenders at least 30 days’ prior written notice of such Investment;
(B) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default has occurred
or would result therefrom and (C) prior to consummating such Investment, Borrower shall have delivered to the Agent for distribution to
each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing
the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and the other Loan Documents,
including, without limitation, the financial covenants contained in §9, after giving effect to such Investment;
(p) in readily marketable common shares, preferred shares or senior notes issued by publicly traded companies (which Investments may
be made through mutual funds);
(q) in other Cash Equivalents;
(r) other short term liquid Investments approved in writing by the Agent; and
(s) guaranties
of Indebtedness of Borrower, Guarantors or any of their respective Subsidiaries permitted under §8.1 .
Notwithstanding the foregoing,
in no event shall the aggregate value of the holdings of the Borrower, any Guarantor and their Subsidiaries in the Investments described
in §8.3(k), (l) and (p) exceed twenty percent (20%) of Consolidated Total Asset Value at any time.
For the purposes of this §8.3,
the Investment of REIT or any of its Subsidiaries in any non-Wholly-Owned Subsidiaries and Unconsolidated Affiliates will equal (without
duplication) the sum of (i) such Person’s pro rata share of Development Property of their non-Wholly-Owned Subsidiaries and Unconsolidated
Affiliates, plus (ii) such Person’s pro rata share of their non-Wholly-Owned Subsidiaries and Unconsolidated Affiliates’
Investment in Land Assets; plus (iii) such Person’s pro rata share of any other Investments valued at the lower of GAAP book
value or market value.
§8.4
Merger, Consolidation. Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower
will not nor will it permit the Guarantors or any of their respective Subsidiaries to dissolve, liquidate, dispose of (including, without
limitation, by way of an LLC Division) all or substantially all of its assets or business, merge, reorganize, consolidate or enter into
any other business combination to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of
transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Agent and
the Majority Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately
before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger
or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in
any such event the Borrower, as applicable, will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries
of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary Guarantor, an Unencumbered Property Subsidiary
or a Subsidiary that in either case directly or indirectly owns an Unencumbered Pool Asset unless such Subsidiary Guarantor, Unencumbered
Property Subsidiary or other Subsidiary that in either case directly or indirectly owns an Unencumbered Pool Asset, as applicable, will
be the surviving Person, (iii) the liquidation or dissolution of any Subsidiary of the Borrower that does not own, directly or indirectly,
any Unencumbered Pool Assets so long as such Subsidiary is not a Guarantor (or if such Subsidiary is a Guarantor, so long as the Borrower
and such Subsidiary comply with the provisions of §5.3), (iv) the merger or consolidation of a Subsidiary Guarantor into (A) REIT
or Borrower, provided that REIT or Borrower, as applicable, shall be the continuing or surviving Person, (B) another Subsidiary Guarantor,
or (C) any other Person, directly or indirectly or as contemplated in §8.3(o), subject to compliance with the terms of this Agreement
and provided that, if it owns an Unencumbered Pool Asset and is not the surviving entity, then Borrower has complied with §7.20(e)
to remove such Unencumbered Pool Asset from being included in the calculation of the Unencumbered Pool Aggregate Asset Value; and (v)
the merger or consolidation, directly or indirectly or as contemplated in §8.3(o), of REIT or Borrower with any other Person so long
as (X) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (Y) Borrower shall have given the Agent and the
Lenders at least 30 days’ prior written notice of such consolidation or merger; and (Z) Borrower shall have delivered to the Agent
for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available
to the Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions of this Agreement and
the other Loan Documents, including, without limitation, the financial covenants contained in §9, after giving effect to such consolidation
or merger, together with any documentation and information reasonably requested by the Lenders in connection with “know your customer”
laws or policies. Nothing in this §8.4 shall prohibit the dissolution of a Subsidiary which has disposed of its assets in accordance
with this Agreement. A Subsidiary of the Borrower may sell all of its assets (and may effectuate such sale by merger or consolidation
with another Person, with such other Person being the surviving entity) subject to compliance with the terms of this Agreement (including,
without limitation, §§5.3 and 8.8), and after any such permitted sale, may dissolve.
§8.5
Sale and Leaseback. The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries, to enter
into any arrangement, directly or indirectly, whereby the Borrower, any Guarantor or any such Subsidiary shall sell or transfer any Real
Estate owned by it in order that then or thereafter the Borrower or any such Subsidiary shall lease back such Real Estate without the
prior written consent of Agent, such consent not to be unreasonably withheld.
§8.6
Compliance with Environmental Laws. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries
to, and, to the extent permitted by the terms of the applicable Leases, will use reasonable efforts to cause the Tenants of the Unencumbered
Pool Assets to, comply in all material respects (provided that the foregoing qualification shall not limit other provisions of this Agreement)
with (a) all Environmental Laws, and (b) all licenses and permits required by applicable Environmental Laws for the conduct of its business
or the ownership, use or operation of its properties, except, in each case under this §8.6, (i) with respect to any Real Estate that
is not an Unencumbered Pool Asset, where such non-compliance does not have and could not reasonably be expected to have a Material Adverse
Effect, and (ii) with respect to any Unencumbered Pool Asset included in the calculation of Unencumbered Pool Aggregate Asset Value where
such non-compliance does not have and could not reasonably be expected, when taken with other matters covered by §6.19 or this §8.6,
to result in liability, clean-up, remediation, containment, correction or other costs to Borrower or any Guarantor or any of their respective
Subsidiaries individually or in the aggregate with other Unencumbered Pool Assets in excess of $10,000,000.00 or materially adversely
affect the operation of or ability to use such property or the health and safety of the tenants or other occupants of such property; provided,
that Borrower shall diligently use commercially reasonable efforts to pursue corrective, remedial and other actions required to bring
such Unencumbered Pool Asset into compliance with applicable Environmental Laws. None of the Borrower nor any Guarantor will, nor will
any of them permit any of their respective Subsidiaries or any other Person to, do any of the following: (a) use any of the Real Estate
or any portion thereof as a facility for the generation, handling, processing, storage or disposal of Hazardous Substances, except for
quantities of Hazardous Substances used in the ordinary course of operating office, retail or industrial properties as permitted under
this Agreement and in material compliance with all applicable Environmental Laws, (b) cause or permit to be located on any of the Real
Estate any underground tank or other underground storage receptacle for Hazardous Substances except in compliance with applicable Environmental
Laws, (c) generate any Hazardous Substances on any of the Real Estate except in compliance with applicable Environmental Laws, (d) conduct
any activity at any Real Estate or use any Real Estate in any manner that could reasonably be expected to cause a Release of Hazardous
Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which could
reasonably be expected to give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport
or arrange for the transport of any Hazardous Substances (except in compliance with all applicable Environmental Laws), except, in each
case under this §8.6, (i) with respect to any Real Estate that is not an Unencumbered Pool Asset, where any such use, generation,
conduct or other activity does not have and could not reasonably be expected to have a Material Adverse Effect, and (ii) with respect
to any Unencumbered Pool Asset included in the calculation of Unencumbered Pool Aggregate Asset Value where such use, generation, conduct
or other activity does not have and could not reasonably be expected, when taken with other matters covered by §6.19 or this §8.6,
to result in liability, clean-up, remediation, containment, correction or other costs to Borrower or any Guarantor or any of their respective
Subsidiaries individually or in the aggregate with other Unencumbered Pool Assets in excess of $10,000,000.00 or materially adversely
affect the operation of or ability to use such property or the health and safety of the tenants or other occupants of such property; provided,
that Borrower shall diligently use commercially reasonable efforts to pursue corrective, remedial and other actions required to bring
such Unencumbered Pool Asset into compliance with applicable Environmental Laws.
The Borrower and the Guarantors
shall, and shall cause their respective Subsidiaries to:
(i)
in the event of any change in applicable Environmental Laws governing the assessment, release or removal of Hazardous Substances,
take reasonable action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower) to confirm
that no Hazardous Substances which are the subject of such change in applicable Environmental Laws were Released or disposed of on the
Unencumbered Pool Assets in violation of applicable Environmental Laws, except with respect to any issues which have been previously remediated
in compliance with applicable Environmental Laws; and
(ii) if any Release or disposal of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate
or which may be reasonably likely otherwise to expose it to liability shall occur or shall have occurred on the Unencumbered Pool Assets
(including, without limitation, any such Release or disposal occurring prior to the acquisition or leasing of such Unencumbered Pool Asset
by the Borrower or any Guarantor), the Borrower shall, after obtaining knowledge thereof, cause the prompt containment and removal of
such Hazardous Substances and remediation of the Unencumbered Pool Assets as required and in full compliance with all applicable Environmental
Laws; provided, that each of the Borrower and a Guarantor shall be deemed to be in compliance with Environmental Laws for the purpose
of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate
or manage any event of noncompliance to the extent required under applicable Environmental Laws to the reasonable satisfaction of the
Agent and no action shall have been commenced or filed by any enforcement agency. The Agent may engage its own Environmental Engineer
to review the environmental assessments and the compliance with the covenants contained herein.
(iii) At any time after an Event of Default shall have occurred hereunder, the Agent may at its election (and will at the request of
the Majority Lenders) obtain such environmental assessments of any or all of the Unencumbered Pool Assets prepared by an Environmental
Engineer as may be necessary or advisable for the purpose of evaluating or confirming (A) whether any Hazardous Substances are present
in the soil or water at or migrating to or from any such Unencumbered Pool Asset in violation of applicable Environmental Laws and (B)
whether the use and operation of any such Unencumbered Pool Asset complies with all applicable Environmental Laws to the extent required
by the Loan Documents. Additionally, at any time that the Agent or the Majority Lenders shall have reasonable grounds to believe that
a Release or threatened Release of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate
or which otherwise may be reasonably likely to expose such Person to liability may have occurred, relating to any Unencumbered Pool Asset,
or that any of the Unencumbered Pool Assets is not in compliance with applicable Environmental Laws to the extent required by the Loan
Documents, the Borrower shall promptly upon the request of the Agent obtain and deliver to the Agent such environmental assessments of
such Unencumbered Pool Asset prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming
(A) whether any Hazardous Substances are present in the soil or water at or migrating to or from such Unencumbered Pool Asset in violation
of applicable Environmental Laws and (B) whether the use and operation of such Unencumbered Pool Asset comply with all applicable Environmental
Laws to the extent required by the Loan Documents. Environmental assessments may include detailed visual inspections of such Unencumbered
Pool Asset including, without limitation, any and all storage areas, storage tanks, drains, dry wells and leaching areas, and the taking
of soil samples, as well as such other investigations or analyses as are reasonably necessary or appropriate for a determination of the
compliance of such Unencumbered Pool Asset and the use and operation thereof with all applicable Environmental Laws. All environmental
assessments contemplated by this §8.6 shall be at the sole cost and expense of the Borrower.
§8.7
Distributions.
(a) The Borrower shall not pay any Distribution (other than any Distribution expressly permitted
pursuant to the immediately following sentence) to the partners, members or other owners of the Borrower, and REIT shall not pay any
Distribution (other than any Distribution expressly permitted pursuant to the immediately following sentence) to its owners, to the
extent that the aggregate amount of such Distributions paid in any fiscal quarter, when added to the aggregate amount of all other
Distributions paid in the same fiscal quarter and the preceding three (3) fiscal quarters, exceeds one hundred percent (100%) of
such Person’s Adjusted FFO for such period (calculated as of the last day of the most recently ended fiscal quarter for the
four quarter period ending on such date of determination); provided, that for one fiscal quarter in each calendar
year, such amount may exceed one hundred percent (100%) of Adjusted FFO but shall not exceed one hundred five percent (105%) of
Adjusted FFO; and provided, further, that the limitations contained in this §8.7(a) shall not preclude the
Borrower or REIT from making Distributions in an amount equal to the minimum distributions required under the Code to maintain the
REIT Status of REIT and to avoid the payment of federal and state income or excise tax, in each case, as evidenced by a
certification of the principal financial officer or accounting officer of REIT containing calculations in detail reasonably
satisfactory in form and substance to the Agent. Notwithstanding the foregoing, so long as no Event of Default has occurred and is
continuing or would result therefrom, including an Event of Default related to any financial covenant set forth in this Agreement,
(i) Borrower and REIT may request the Majority Lenders’ consent to a Distribution that is not a Distribution permitted by the
immediately preceding sentence, which consent shall be granted or withheld in the sole, but good faith, business judgment of the
Majority Lenders, (ii) Borrower and REIT may purchase, redeem or otherwise acquire Equity Interests issued by it with the
proceeds received from the substantially concurrent issue (occurring in under thirty (30) days) of new Equity Interests, (iii)
Borrower, REIT and each Subsidiary may make payments in lieu of the issuance of fractional shares representing insignificant
interests in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity
Interests of REIT, Borrower or any Subsidiary, (iv) Borrower, REIT and each Subsidiary may make non-cash Distributions in connection
with the implementation of or pursuant to any retirement, health, stock option and other benefit plans, bonus plans,
performance-based incentive plans, and other similar forms of compensation for the benefit of the directors, officers and employees
of REIT, Borrower and the Subsidiaries, and (v) the REIT or the Borrower may, and the Borrower may make dividends or distributions
to the REIT to allow the REIT to make, any (x) redemption or cash settlement payments and (y) any cash interest payments, in each
case, in accordance with the terms of any series of convertible Indebtedness of the REIT or the Borrower which is issued by the REIT
or the Borrower and otherwise permitted hereunder (provided, for the avoidance of doubt, that all obligations of REIT or Borrower
with respect to such convertible Indebtedness shall continue to constitute Indebtedness for purposes of this Agreement until such
convertible Indebtedness is converted to Equity Interests, repaid or retired in accordance with the terms thereof). For purposes of
this §8.7(a), Distributions shall not include any Dividend Reinvestment Proceeds.
(b) Notwithstanding anything to the contrary contained in §8.7(a), at any time REIT has obtained and is maintaining an Investment
Grade Rating from at least two (2) of the Rating Agencies, the limitation on Distributions set forth in §8.7(a) shall not be applicable;
provided, however, that except as expressly set forth in §8.7(c), the Borrower shall not pay any Distribution to the
partners, members or other owners of the Borrower, and REIT shall not pay any Distribution to its owners, if an Event of Default under
§§12.1(a), 12.1(b), 12.1(g), 12.1(h) or 12.1(i) shall have occurred and be continuing or if the maturity of the Obligations
shall have been accelerated.
(c) If an Event of Default under §§12.1(a), 12.1(b), 12.1(g), 12.1(h) or 12.1(i) shall have occurred and be continuing or
if the maturity of the Obligations shall have been accelerated, the Borrower shall make no Distributions to its partners, members or other
owners, and REIT shall not pay any Distribution to its owners, other than Distributions in an amount equal to the minimum distributions
required under the Code to maintain the REIT Status of REIT, as evidenced by a certification of the principal financial or accounting
officer of the Borrower containing calculations in detail reasonably satisfactory in form and substance to the Agent.
§8.8
Asset Sales. The Borrower will not, and will not permit the Guarantors or their respective Subsidiaries to, sell, transfer
or otherwise dispose of any material asset other than (a) pursuant to a bona fide arm’s length transaction, (b) sales, transfers
or other dispositions of obsolete or worn out property, whether now owned or hereafter acquired, (c) as permitted by §8.4, (d) sales,
transfers or other dispositions otherwise permitted by the Loan Documents, (e) sales to the Borrower or any Guarantor, and (f) sales between
Subsidiaries of the Borrower that are not Subsidiary Guarantors and do not own, directly or indirectly, any Unencumbered Pool Assets.
In addition, neither the Borrower, the Guarantors nor any respective Subsidiary thereof shall sell, transfer, or otherwise dispose of
any assets in a single or a series of related transactions with an aggregate value greater than twenty percent (20%) of the Consolidated
Total Asset Value without the prior written approval of the Majority Lenders, provided that Borrower, Guarantors or any of their Subsidiaries
may sell, transfer or otherwise dispose of such assets in an arm’s length transaction, so long as (i) if such asset is an Unencumbered
Pool Asset, then Borrower shall have complied with §7.20(e) and (ii) Borrower and REIT will remain in pro forma compliance with the
covenants set forth in §8 and §9 after giving effect to such transaction.
§8.9
Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective
Subsidiaries to, (a) during the existence of any Default arising from Borrower’s failure to pay any amounts due under the Loan
Documents or any Event of Default, optionally prepay, redeem, defease, purchase or otherwise retire the principal amount, in whole or
in part, of any Indebtedness other than the Obligations; provided, that the foregoing shall not prohibit (x) the prepayment
of Indebtedness which is financed solely from the incurrence of Indebtedness which would otherwise be permitted by the terms of §8.1;
and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which
is satisfied solely from the proceeds of a sale of the Real Estate securing such Indebtedness; or (b) modify any document evidencing
any Indebtedness (other than the Obligations) to accelerate the maturity date or required payments of principal of such Indebtedness during
the existence of an Event of Default.
§8.10 Reserved.
§8.11 Derivatives Contracts. Neither the Borrower, the Guarantors nor any of their respective Subsidiaries shall contract, create,
incur, assume or suffer to exist any Derivatives Contracts except for Hedge Obligations and Derivatives Contracts permitted pursuant to
§8.1.
§8.12 Transactions with Affiliates. The Borrower shall not, and shall not permit any Guarantor or Subsidiary of any of them 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 (but not including the Borrower or any Guarantor), except (i) transactions in connection with Management Agreements
or other property management agreements relating to Real Estate other than the Unencumbered Pool Assets, (ii) transactions set forth
on Schedule 6.14 attached hereto, (iii) transactions in the ordinary course of business pursuant to the reasonable requirements
of the business of such Person (including, for the avoidance of doubt, operating leases entered into between or among the Borrower, any
Guarantor and any Wholly-Owned Subsidiary of the Borrower or such Guarantor) and upon fair and reasonable terms which are no less favorable
to such Person than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate, (iv) reasonable
and customary fees paid to, and indemnification arrangements with, members of the board of directors (or similar governing body) of any
of REIT, Borrower and their respective Subsidiaries or the issuance of directors’ or nominees’ qualifying shares, (v) compensation
and indemnification arrangements for directors (or equivalent), officers and employees of REIT, Borrower and their respective Subsidiaries,
including retirement, health, option and other benefit plans, bonuses, performance-based incentive plans, and other similar forms of compensation,
the granting of Equity Interests to directors (or equivalent), officers and employees of REIT, Borrower and their respective Subsidiaries
in connection with the implementation of any such arrangement, and the funding of any such arrangement, and (vi) transactions among Borrower
and a Wholly-Owned Subsidiary of the Borrower permitted under §§8.3 and 8.4, and transactions permitted under §8.7.
§8.13 Reserved.
§8.14 Changes to Organizational Documents. The Borrower shall not amend or modify, or permit the amendment or modification of,
the articles, bylaws, limited liability company agreements or other formation or organizational documents of the Borrower, any Guarantor
or any Unencumbered Property Subsidiary in a manner that would have a material adverse effect on the rights under the Loan Documents of
the Agent, the Lenders, any Issuing Lender and the Swing Loan Lender, taken as a whole, without the prior written consent of the Agent,
not to be unreasonably withheld, conditioned or delayed.
§9. FINANCIAL COVENANTS.
The Borrower covenants and
agrees that, so long as any Loan, Note or Letter of Credit is outstanding or any Lender has any obligation to make any Loans or issue
any Letter of Credit:
§9.1
Maximum Leverage Ratio. The Borrower will not at any time permit the ratio of Consolidated Total Indebtedness to Consolidated
Total Asset Value (expressed as a percentage) to exceed sixty percent (60%); provided, however, that the Borrower shall
have the option, exercisable not more than three (3) times prior to the latest Maturity Date hereunder by providing written notice thereof
to the Agent, to increase the foregoing limit to sixty-five percent (65%) for the two (2) consecutive fiscal quarters following a Material
Acquisition (with the first such fiscal quarter being the same fiscal quarter in which the assets acquired in such Material Acquisition
are included in the calculation of Consolidated Total Asset Value).
§9.2
Minimum Fixed Charge Coverage Ratio. The Borrower will not at any time permit the ratio of Adjusted Consolidated EBITDA
for the most recently completed full fiscal quarter, annualized, to Consolidated Fixed Charges for the most recently completed full fiscal
quarter, annualized, to be less than 1.60 to 1.00.
§9.3
Maximum Unencumbered Leverage Ratio. The Borrower will not at any time permit the ratio of Consolidated Total Unsecured
Indebtedness to Unencumbered Pool Aggregate Asset Value (expressed as a percentage) to exceed sixty percent (60%).
§9.4
Unencumbered Debt Service Coverage Ratio. The Borrower will not at any time permit the ratio of Unencumbered Net Operating
Income for the most recently completed full fiscal quarter, annualized, to Unencumbered Implied Debt Service (expressed as a percentage)
to be less than 1.50 to 1.0.
§9.5
Maximum Secured Leverage Ratio. The Borrower will not at any time permit the ratio of Consolidated Total Secured Indebtedness
to Consolidated Total Asset Value (expressed as a percentage) to exceed forty-five percent (45%); provided, however, that
the Borrower shall have the option, exercisable not more than three (3) times prior to the latest Maturity Date hereunder by providing
written notice thereof to the Agent, to increase the foregoing limit to fifty percent (50%) for the two (2) consecutive fiscal quarters
following a Material Acquisition (with the first such fiscal quarter being the same fiscal quarter in which the assets acquired in such
Material Acquisition are included in the calculation of Consolidated Total Asset Value).
§9.6
Maximum Secured Recourse Debt Ratio. The Borrower will not at any time permit the ratio of Consolidated Total Secured Recourse
Indebtedness to Consolidated Total Asset Value (expressed as a percentage) to exceed fifteen percent (15%).
§9.7
Minimum Consolidated Tangible Net Worth. The Borrower will not at any time permit Consolidated Tangible Net Worth to be
less than the sum of (i) $[_________________][80% OF CONSOLIDATED TANGIBLE NET WORTH AS OF THE SECOND AMENDMENT DATE], plus
(ii) eighty percent (80%) of the sum of any additional Net Offering Proceeds after the Second Amendment Date.
§10.
CLOSING CONDITIONS.
The obligation of the Lenders
to make the Loans or issue the Letter(s) of Credit shall be subject to the satisfaction of the following conditions precedent:
§10.1 Loan Documents. Each of the Loan Documents shall have been duly executed and delivered by the respective parties thereto
and shall be in full force and effect. The Agent shall have received a fully executed counterpart of each such document, except that each
Revolving Credit Lender shall have received the fully-executed original of its Revolving Credit Note and each Term Loan Lender shall have
received the fully-executed original of its Term Loan Note.
§10.2
Certified Copies of Organizational Documents. The Agent shall have received from the Borrower and each Guarantor a copy,
certified as of a recent date by the appropriate officer of each State (or equivalent jurisdiction of an Approved Foreign Country) in
which such Person is organized and (with respect to any Guarantor that owns an Unencumbered Pool Asset) in which such Unencumbered Pool
Asset is located and a duly authorized officer, partner or member of such Person, as applicable, to be true and complete, of the partnership
agreement, corporate charter or operating agreement and/or other organizational agreements of the Borrower and each such Guarantor, as
applicable, and its qualification to do business, as applicable, as in effect on such date of certification.
§10.3 Resolutions. All action on the part of the Borrower and each Guarantor, as applicable, necessary for the valid execution,
delivery and performance by such Person of this Agreement and the other Loan Documents to which such Person is or is to become a party
shall have been duly and effectively taken, and evidence thereof reasonably satisfactory to the Agent shall have been provided to the
Agent.
§10.4 Incumbency Certificate; Authorized Signers. The Agent shall have received from the Borrower and each Guarantor an incumbency
certificate, dated as of the Closing Date, signed by a duly authorized officer of such Person and giving the name and bearing a specimen
signature of each individual who shall be authorized to sign, in the name and on behalf of such Person, each of the Loan Documents to
which such Person is or is to become a party. The Agent shall have also received from the Borrower a certificate, dated as of the Closing
Date, signed by a duly authorized representative of the Borrower and giving the name and specimen signature of each Authorized Officer
who shall be authorized to make Loan Requests, Letter of Credit Requests and Conversion/Continuation Requests and to give notices and
to take other action on behalf of the Borrower under the Loan Documents.
§10.5 Opinion of Counsel. The Agent shall have received an opinion addressed to the Lenders and the Agent and dated as of the
Closing Date from counsel to the Borrower and each Guarantor in form and substance reasonably satisfactory to the Agent.
§10.6 Payment of Fees. The Borrower shall have paid to the Agent the fees payable pursuant to §4.2.
§10.7 Performance; No Default. The Borrower and each Guarantor shall have performed and complied with all terms and conditions
herein required to be performed or complied with by it on or prior to the Closing Date, and on the Closing Date there shall exist no Default
or Event of Default.
§10.8 Representations and Warranties. The representations and warranties made by the Borrower and each Guarantor in the Loan Documents
or otherwise made by or on behalf of the Borrower, the Guarantors and their respective Subsidiaries in connection therewith shall be true
and correct in all material respects on the Closing Date (although any representations and warranties which expressly relate to a given
date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective
period, as the case may be) (in each case, without duplication of any materiality qualified contained therein).
§10.9 Proceedings and Documents. All proceedings in connection with the transactions contemplated by this Agreement and the other
Loan Documents shall be reasonably satisfactory to the Agent and the Agent’s counsel in form and substance, and the Agent shall
have received all information and such counterpart originals or certified copies of such documents and such other certificates, opinions,
assurances, consents, approvals or documents as the Agent and the Agent’s counsel may reasonably require.
§10.10 Eligible Real Estate Qualification Documents. The Eligible Real Estate Qualification Documents for each Eligible Real Estate
that is an Unencumbered Pool Asset as of the Closing Date shall have been delivered to the Agent at the Borrower’s expense and shall
be in form and substance reasonably satisfactory to the Agent (which for the purposes hereof with respect to the Unencumbered Pool Assets
set forth on Schedule 1.2 attached hereto as of the Second Amendment Date shall be deemed to be the “Eligible Real Estate
Qualification Documents” delivered pursuant to the Existing Credit Agreement and/or the Credit Agreement, as applicable, and Agent
hereby confirms its approval of the same).
§10.11 Borrower Certifications. The Agent shall have received (i) a Compliance Certificate, (ii) an Unencumbered Pool Certificate,
and (iii) an Unencumbered Pool Asset Certificate, dated as of the date of the Closing Date demonstrating compliance with each of the covenants
calculated therein as of the most recent calendar quarter for which the Borrower has provided financial statements under §6.4. In
addition, the Agent shall have received an updated Investment Grade Tenant Certificate, dated as of the Closing Date, with respect to
each “Investment Grade Tenant Certificate” delivered to the Agent pursuant to the Existing Credit Agreement which is dated
more than one (1) year prior to the Closing Date.
§10.12 Consents. The Agent shall have received evidence reasonably satisfactory to the Agent that all necessary stockholder, partner,
member or other consents required in connection with the consummation of the transactions contemplated by this Agreement and the other
Loan Documents have been obtained.
§10.13 Contribution Agreement. The Agent shall have received an executed counterpart of the Contribution Agreement.
§10.14 KYC. The Borrower and each Guarantor shall have provided to the Agent and the Lenders the documentation and other information
requested by the Agent or any Lender to comply with its “know your customer” requirements and to confirm compliance with all
applicable Sanctions Laws and Regulations, the United States Foreign Corrupt Practices Act and other Applicable Law, and if the Borrower
qualifies as a “legal entity customer” within the meaning of the Beneficial Ownership Regulation, the Borrower shall have
provided to the Agent (for further delivery by the Agent to the Lenders in accordance with its customary practice) a Beneficial Ownership
Certification for the Borrower; in each case delivered at least five (5) Business Days prior to the Closing Date.
§10.15 Organizational Chart. The Agent shall have received a certified organizational chart, in form reasonably acceptable to the
Agent, for REIT and its Subsidiaries (provided that such organizational chart will not need to detail investors in REIT unless such investors
own, directly or indirectly, more than twenty-five percent (25%) of REIT).
§10.1 Exiting
Lenders. (A) Each Person that is a “Lender” under the Existing Credit Agreement immediately prior to the effectiveness
of this Agreement shall have executed this Agreement on the Closing Date as a Lender or an Exiting Lender, and (B) the aggregate unpaid
principal amount of “Revolving Credit Loans” and the “Term Loans” (in each case, under and as defined in the
Existing Credit Agreement) made by the Exiting Lenders, together with all interest, fees and other amounts, if any, payable to the Exiting
Lenders thereunder as of the Closing Date, shall be repaid in full (which repayment may be from the proceeds of Loans made by the Lenders
hereunder).
§10.17 Other. The Agent shall have reviewed such other documents, instruments, certificates, opinions, assurances, consents and
approvals as the Agent or the Agent’s Special Counsel may reasonably have requested.
§11.
CONDITIONS TO ALL BORROWINGS.
The obligations of the Lenders
to make any Loan or issue any Letter of Credit, whether on or after the Closing Date, shall also be subject to the satisfaction of the
following conditions precedent:
§11.1 Reserved.
§11.2 Representations True; No Default. Each of the representations and warranties made by or on behalf of the Borrower, the Guarantors
or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered
pursuant to or in connection with this Agreement shall be true and correct in all material respects as of the time of the making of such
Loan or the issuance of such Letter of Credit, with the same effect as if made at and as of that time, except to the extent of changes
resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which
by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or
Event of Default shall have occurred and be continuing.
§11.3 Borrowing Documents. The Agent shall have received a fully completed Loan Request for such Loan and the other documents
and information as required by §2.7, or a fully completed Letter of Credit Request required by §2.10, as applicable.
§12.
EVENTS OF DEFAULT; ACCELERATION; ETC.
§12.1 Events of Default and Acceleration. If any of the following events (subject to §12.2, “Events of Default”
or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, “Defaults”)
shall occur:
(a) the Borrower shall fail to pay any principal of the Loans when the same shall become due and payable, whether by mandatory prepayment,
at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;
(b) the
Borrower shall fail to pay any interest on the Loans, any reimbursement obligations with respect to the Letters of Credit or any fees
or other sums due hereunder or under any of the other Loan Documents when the same shall become due and payable, whether by mandatory
prepayment, at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;
(c) the
Borrower shall fail to perform any term, covenant or agreement contained in §9;
(d) any of the Borrower, the Guarantors or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement
contained herein or in any of the other Loan Documents which they are required to perform (other than those specified in the other subsections
or clauses of this §12 or in the other Loan Documents);
(e) any
representation or warranty made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries in this Agreement
or any other Loan Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, or in any
other document or instrument delivered pursuant to or in connection with this Agreement, any advance of a Loan, the issuance of any Letter
of Credit or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed
to have been made or repeated;
(f) the
Borrower, any Guarantor or any of their Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within
any applicable period of grace, any obligation for borrowed money or credit received or other Indebtedness (including under any Derivatives
Contract), or shall fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing
or securing any obligation for borrowed money or credit received or other Indebtedness (including under any Derivatives Contract) for
such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations
issued thereunder to accelerate the maturity thereof or require the prepayment, redemption, purchase, termination or other settlement
thereof; provided, however, that the events described in this §12.1(f) shall not constitute an Event of Default unless
such failure to perform, together with other failures to perform as described in this §12.l(f), involves (i) any Recourse Indebtedness
singly or in the aggregate totaling in excess of $25,000,000, or (ii) obligations for Non-Recourse Indebtedness singly or in the aggregate
totaling in excess of $100,000,000.00;
(g) any of the Borrower, the Guarantors, or any of their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors,
or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or
apply for the appointment of a trustee or other custodian, liquidator, monitor, receiver, receiver-manager, or similar official for it
or any substantial part of its assets, (ii) shall commence any case or other proceeding relating to it under any Insolvency Law of any
jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing;
provided that the events described in this §12.1(g) as to any Subsidiary of the Borrower that is not a Guarantor shall not
constitute an Event of Default unless the value of the assets of any such Subsidiary or Subsidiaries that is not a Guarantor (calculated,
to the extent applicable, consistent with the calculation of Consolidated Total Asset Value) subject to an event or events described in
§12.1(g), 12.1(h) or 12.1(i) individually exceeds $5,000,000.00 (or, if the Consolidated Tangible Net Worth equals or exceeds $750,000,000.00,
$15,000,000.00) or in the aggregate exceeds $10,000,000.00 (or, if the Consolidated Tangible Net Worth equals or exceeds $750,000,000.00,
$30,000,000.00);
(h) a
petition or application shall be filed for the appointment of a trustee or other custodian, liquidator, monitor, receiver, receiver-manager,
or similar official of any of the Borrower, the Guarantors, or any of their respective Subsidiaries or any substantial part of the assets
of any thereof, or a case or other proceeding shall be commenced against any such Person under any Insolvency Law of any jurisdiction,
now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such
petition, application, case or proceeding shall not have been dismissed within sixty (60) days following the filing or commencement thereof;
provided that the events described in this §12.1(h) as to any Subsidiary of the Borrower that is not a Guarantor shall not
constitute an Event of Default unless the value of the assets of any such Subsidiary or Subsidiaries that is not a Guarantor (calculated,
to the extent applicable, consistent with the calculation of Consolidated Total Asset Value) subject to an event or events described
in §12.1(g), 12.1(h) or 12.1(i) individually exceeds $5,000,000.00 (or if the Consolidated Tangible Net Worth equals or exceeds
$750,000,000.00, $15,000,000.00) or in the aggregate exceeds $10,000,000.00 (or, if the Consolidated Tangible Net Worth equals or exceeds
$750,000,000.00, $30,000,000.00);
(i)
a decree or order is entered appointing a trustee, custodian, liquidator, receiver, monitor, receiver-manager, or similar official
for any of the Borrower, the Guarantors, or any of their respective Subsidiaries or adjudicating any such Person, bankrupt or insolvent,
or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any such Person
in an involuntary case under any Insolvency Law; provided that the events described in this §12.1(i) as to any Subsidiary
of the Borrower that is not a Guarantor shall not constitute an Event of Default unless the value of the assets of any such Subsidiary
or Subsidiaries that is not a Guarantor (calculated, to the extent applicable, consistent with the calculation of Consolidated Total Asset
Value) subject to an event or events described in §12.1(g), 12.1(h) or 12.1(i) individually exceeds $5,000,000.00 (or, if the Consolidated
Tangible Net Worth equals or exceeds $750,000,000.00, $15,000,000.00) or in the aggregate exceeds $10,000,000.00 (or, if the Consolidated
Tangible Net Worth equals or exceeds $750,000,000.00, $30,000,000.00);
(j)
there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive,
one (1) or more uninsured or unbonded final judgments against the Borrower, any Guarantor or any of their respective Subsidiaries that,
either individually or in the aggregate, exceed $35,000,000.00 per occurrence or during any twelve (12) month period;
(k) any of the Loan Documents or the Contribution Agreement shall be disavowed, canceled, terminated, revoked or rescinded otherwise
than in accordance with the terms thereof or the express prior written agreement, consent or approval of the Lenders, or any action at
law, suit in equity or other legal proceeding to disavow, cancel, revoke or rescind any of the Loan Documents or the Contribution Agreement,
or to contest or challenge the validity or enforceability of any of the Loan Documents or the Contribution Agreement shall be commenced
by or on behalf of the Borrower or any of the Guarantors, or any court or any other governmental or regulatory authority or agency of
competent jurisdiction shall make a determination, or issue a judgment, order, decree or ruling, to the effect that any one or more of
the Loan Documents or the Contribution Agreement is illegal, invalid or unenforceable in accordance with the terms thereof;
(l)
[reserved];
(m) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Lenders shall have
determined in their reasonable discretion that such event reasonably could be expected to result in liability of the Borrower, the Guarantors
or any of their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $35,000,000.00 and
(x) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan
by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension
Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have
instituted proceedings to terminate such Guaranteed Pension Plan;
(n) [reserved];
(o) any Guarantor denies that it has any liability or obligation under the Guaranty or any other Loan Document, or shall notify the
Agent or any of the Lenders of such Guarantor’s intention to attempt to cancel or terminate the Guaranty or any other Loan Document;
(p) [reserved];
(q) [reserved];
(r) REIT shall fail to comply at any time with all requirements and Applicable Laws necessary to maintain REIT Status and shall continue
to receive REIT Status;
(s) REIT shall fail to comply, in any material respect, with any SEC reporting requirements; or
(t)
any Change of Control shall occur;
then, and in any such event, the Agent may, and,
upon the request of the Majority Lenders, shall by notice in writing to the Borrower declare all amounts owing with respect to this Agreement,
the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided
that in the event any Event of Default specified in §§12.1(g), 12.1(h) or 12.1(i) shall occur with respect to the Borrower,
REIT or any Subsidiary Guarantor, all such amounts shall become immediately due and payable automatically and without any requirement
of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent, the Borrower hereby expressly waiving
any right to notice of intent to accelerate and notice of acceleration. Upon demand by the Agent or the Required Revolving Credit Lenders
in their absolute and sole discretion after the occurrence and during the continuance of an Event of Default, and regardless of whether
the conditions precedent in this Agreement for a Revolving Credit Loan have been satisfied, the Revolving Credit Lenders will cause a
Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be
pledged to and held by the Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations
and Hedge Obligations. In the alternative, if demanded by the Agent in its absolute and sole discretion after the occurrence and during
the continuance of an Event of Default, the Borrower will deposit into the Collateral Account and pledge to the Agent cash in an amount
equal to the amount of all undrawn Letters of Credit. Such amounts will be pledged to and held by the Agent for the benefit of the Revolving
Credit Lenders as security for any amounts that become payable under the Letters of Credit and all other Obligations and Hedge Obligations.
Upon any draws under Letters of Credit, at the Agent’s sole discretion, the Agent may apply any such amounts to the repayment of
amounts drawn thereunder and upon the expiration of the Letters of Credit any remaining amounts will be applied to the payment of all
other Obligations and Hedge Obligations or if there are no outstanding Obligations and Hedge Obligations and the Revolving Credit Lenders
have no further obligation to make Revolving Credit Loans or issue Letters of Credit or if such excess no longer exists, such proceeds
deposited by the Borrower will be released to the Borrower.
§12.2 Certain Cure Periods; Limitation of Cure Periods.
(a) Notwithstanding anything contained in §12.1 to the contrary, (i) no Event of Default shall exist hereunder upon the occurrence
of any failure described in §12.1(b) in the event that the Borrower cures such Default within five (5) Business Days after the date
such payment is due (or, with respect to any payments other than interest on the Loans, any reimbursement obligations with respect to
the Letters of Credit or any fees due under the Loan Documents, within five (5) Business Days after written notice thereof shall have
been given to the Borrower by the Agent), provided, however, that the Borrower shall not be entitled to receive more than
two (2) grace or cure periods in the aggregate pursuant to this clause (i) in any period of 365 days ending on the date of any such occurrence
of Default, and provided further, that no such cure period shall apply to any payments due upon the maturity of the Notes, (ii)
no Event of Default shall exist hereunder upon the occurrence of any failure described in §12.1(d) in the event that the Borrower
cures (or causes to be cured) such Default within thirty (30) days following receipt of written notice of such default, provided
that the provisions of this clause (ii) shall not pertain to defaults consisting of a failure to comply with §§7.4(c),
7.12, 7.18, 7.19, 7.20, 8.1, 8.2, 8.4, 8.7, or 8.8 or to any Default excluded from any provision of cure of defaults contained in any
other of the Loan Documents, (iii) no Event of Default shall exist hereunder upon the occurrence of any failure described in §12.1(s)
in the event that the Borrower cures (or causes to be cured) such failure within thirty (30) days of becoming aware of such failure; and
(iv) no Default or Event of Default shall exist hereunder upon the occurrence of any failure described in §12.1(c) in the event that
the Borrower cures (or causes to be cured) such failure within five (5) Business Days following receipt of written notice of such failure,
provided that (A) the provisions of this clause (iv) shall not pertain to defaults consisting of a failure to comply with
§§9.2 or 9.7, and (B) upon the Agent becoming aware of any such failure which Borrower is permitted to cure pursuant to this
clause (iv), and during the existence thereof, notwithstanding anything to the contrary contained in this Agreement, Agent and the Lenders
shall have no obligation hereunder to make any Loans or issue any Letters of Credit, or to permit or consent to (1) any Commitment Increase
pursuant to §2.11, (2) any extension of the Revolving Credit Maturity Date pursuant to §2.12, (3) any release of a Guarantor
pursuant to §5.3 or (4) any removal by Borrower of any Real Estate from the calculation of the Unencumbered Pool Aggregate Asset
Value pursuant to 7.20(e). In the event that any Unencumbered Pool Asset shall fail to satisfy the requirements set forth in §7.20(a)(i)-(iv)
or (x), and such Real Estate asset has not otherwise been included in the calculation of the Unencumbered Pool Aggregate Asset Value pursuant
to §7.20(b) notwithstanding such particular non-compliance, such failure shall not constitute a Default or Event of Default if such
Unencumbered Pool Asset is removed from the calculation of the Unencumbered Pool Aggregate Asset Value pursuant to §7.20(d).
(b) In the event that there shall occur any Default that affects only certain Unencumbered Pool Assets or the owner(s) thereof, then
the Borrower may elect to cure such Default (so long as no other Default or Event of Default would arise as a result) by electing to have
the Agent remove such Unencumbered Pool Assets from the calculation of the Unencumbered Pool Aggregate Asset Value and, to the extent
required hereunder in connection with such removal, by reducing the outstanding Loans and Letters of Credit or other Unsecured Indebtedness
of REIT and its Subsidiaries so that no Default exists under this Agreement, in which event such removal and reduction shall be completed
within ten (10) Business Days after receipt of notice of such Default from the Agent or the Majority Lenders.
§12.3 Termination of Commitments. If any one or more Events of Default specified in §12.1(g), 12.1(h), or 12.1(i) shall occur,
then immediately and without any action on the part of the Agent or any Lender any unused portion of the credit hereunder shall terminate
and the Lenders shall be relieved of all obligations to make Loans or issue Letters of Credit to the Borrower. If any other Event of Default
shall have occurred, the Agent may, and upon the election of the Required Revolving Credit Lenders, shall, by notice to the Borrower terminate
the obligation to make Revolving Credit Loans to and issue Letters of Credit for the Borrower. No termination under this §12.3 shall
relieve the Borrower or the Guarantors of their obligations to the Lenders arising under this Agreement or the other Loan Documents.
§12.4
Remedies. In case any one or more Events of Default shall have occurred and be continuing, and whether or not the Lenders
shall have accelerated the maturity of the Loans pursuant to §12.1, the Agent, on behalf of the Lenders may, and upon the direction
of the Majority Lenders, shall proceed to protect and enforce their rights and remedies under this Agreement, the Notes and/or any of
the other Loan Documents by suit in equity, action at law or other appropriate proceeding, including to the full extent permitted by Applicable
Law the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents, the obtaining of the
ex parte appointment of a receiver, and, if any amount shall have become due, by declaration or otherwise, the enforcement of the payment
thereof. No remedy herein conferred upon the Agent or the holder of any Note is intended to be exclusive of any other remedy and each
and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law
or in equity or by statute or any other provision of law. Notwithstanding the provisions of this Agreement providing that the Loans may
be evidenced by multiple Notes in favor of the Lenders, the Lenders acknowledge and agree that only the Agent may exercise any remedies
arising by reason of a Default or Event of Default. If the Borrower or any Guarantor fails to perform any agreement or covenant contained
in this Agreement or any of the other Loan Documents beyond any applicable period for notice and cure, the Agent may itself perform, or
cause to be performed, any agreement or covenant of such Person contained in this Agreement or any of the other Loan Documents which such
Person shall fail to perform, and the out-of-pocket costs of such performance, together with any reasonable expenses, including reasonable
attorneys’ fees actually incurred (including attorneys’ fees incurred in any appeal) by the Agent in connection therewith,
shall be payable by the Borrower upon demand and shall constitute a part of the Obligations and shall if not paid within thirty (30) days
after demand bear interest at the Default Rate. In the event that all or any portion of the Obligations is collected by or through an
attorney-at-law, the Borrower shall pay all costs of collection including, but not limited to, reasonable attorney’s fees.
§12.5
Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default,
any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization
upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:
(a)
First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket
costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection
of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and
privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate
indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders
to such monies;
(b)
Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the
commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall determine;
provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include,
on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender,
payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing
to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding
the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term
Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into
account any Obligations not then due and payable; and
(c)
Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
§12.6
Collateral Account.
(a)
As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities, Swing Loans and the other Obligations
and Hedge Obligations, the Borrower hereby pledges and grants to the Agent, for the ratable benefit of the Agent and the Lenders as provided
herein, a security interest in all of its right, title and interest in and to the Collateral Account 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 or Swing Loans until applied by the 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 §12.6.
(b)
Amounts on deposit in the Collateral Account shall be invested and reinvested by the Agent in such Cash Equivalents as the 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 Agent for the ratable benefit of the Lenders. The 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 Agent accords other funds deposited with the Agent, it being understood that the 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.
(c)
If a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower
and the Lenders authorize the Agent to use the monies deposited in the Collateral Account to make payment to the beneficiary with respect
to such drawing or the payee with respect to such presentment. If a Swing Loan is not refinanced as a Revolving Credit Loan as provided
in §2.5 above, then the Agent is authorized to use monies deposited in the Collateral Account to make payment to the Swing Loan Lender
with respect to any participation not funded by a Defaulting Lender.
(d)
If an Event of Default exists, the Required Revolving Credit Lenders may, in their discretion, at any time and from time to time,
instruct the Agent to liquidate any such investments and reinvestments and apply proceeds thereof to the Obligations and Hedge Obligations
in accordance with §12.5.
(e)
So long as no Default or Event of Default exists, and to the extent amounts on deposit in the Collateral Account exceed the aggregate
amount of the Letter of Credit Liabilities then due and owing and the pro rata share of any Letter of Credit Liabilities and Swing Loans
of any Defaulting Lender after giving effect to §2.13(c), the Agent shall, from time to time, at the request of the Borrower, deliver
to the Borrower within 10 Business Days after the 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
the Letter of Credit Liabilities and Swing Loans at such time.
(f)
The Borrower shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection
with the Agent’s administration of the Collateral Account and investments and reinvestments of funds therein. The Borrower authorizes
the Agent to file such financing statements as the Agent may reasonably require in order to perfect the Agent’s security interest
in the Collateral Account, and the Borrower shall promptly upon demand execute and deliver to the Agent such other documents as the Agent
may reasonably request to evidence its security interest in the Collateral Account.
§13.
SETOFF.
Regardless of the adequacy
of any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection with any
acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity,
or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or the Guarantors and any
securities or other property of the Borrower or the Guarantors in the possession of such Lender may, without notice to the Borrower or
any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but with the prior written approval of the Agent,
be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent,
due or to become due, now existing or hereafter arising, of the Borrower or the Guarantors to such Lender. Each of the Lenders agrees
with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the
right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender (but excluding the Swing
Loan Note) any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by
all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either
by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect
of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess
payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the
extent of such recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all
amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement
and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit
of the Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable
detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.
§14.
the Agent.
§14.1
Authorization. The Agent is authorized to take such action on behalf of each of the Lenders and to exercise all such powers
as are hereunder and under any of the other Loan Documents and any related documents delegated to the Agent, together with such powers
as are reasonably incident thereto, provided that no duties or responsibilities not expressly assumed herein or therein shall be
implied to have been assumed by the Agent. The obligations of the Agent hereunder are primarily administrative in nature, and nothing
contained in this Agreement or any of the other Loan Documents shall be construed to constitute the Agent as a trustee for any Lender
or to create an agency or fiduciary relationship. The Agent shall act as the contractual representative of the Lenders hereunder, and
notwithstanding the use of the term “Agent”, it is understood and agreed that the Agent shall not have any fiduciary duties
or responsibilities to any Lender by reason of this Agreement or any other Loan Document and is acting as an independent contractor, the
duties and responsibilities of which are limited to those expressly set forth in this Agreement and the other Loan Documents. The Borrower
and any other Person shall be entitled to conclusively rely on a statement from the Agent that it has the authority to act for and bind
the Lenders pursuant to this Agreement and the other Loan Documents.
§14.2
Employees and Agents. The Agent may exercise its powers and execute its duties by or through employees or agents and shall
be entitled to take, and to rely on, advice of counsel concerning all matters pertaining to its rights and duties under this Agreement
and the other Loan Documents. The Agent may utilize the services of such Persons as the Agent may reasonably determine, and all reasonable
and documented fees and out-of-pocket expenses of any such Persons shall be paid by the Borrower.
§14.3
No Liability. Neither the Agent nor any of its shareholders, directors, officers or employees nor any other Person assisting
them in their duties nor any agent, or employee thereof, shall be liable for (a) any waiver, consent or approval given or any action
taken, or omitted to be taken, in good faith by it or them hereunder or under any of the other Loan Documents, or in connection herewith
or therewith, or be responsible for the consequences of any oversight or error of judgment whatsoever, except that the Agent or such other
Person, as the case may be, shall be liable for losses due to its willful misconduct or gross negligence as determined by a final non-appealable
judgment of a court of competent jurisdiction or (b) any action taken or not taken by the Agent with the consent or at the request
of the Majority Lenders, the Required Term Loan Lenders or the Required Revolving Credit Lenders, as applicable. The Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Agent has received notice from a Lender
or the Borrower referring to the Loan Documents and describing with reasonable specificity such Default or Event of Default and stating
that such notice is a “notice of default”.
§14.4
No Representations. The Agent shall not be responsible for the execution or validity or enforceability of this Agreement,
the Notes, any of the other Loan Documents or any instrument at any time constituting, or intended to constitute, collateral security
for the Notes, or for the value of any such collateral security or for the validity, enforceability or collectability of any such amounts
owing with respect to the Notes, or for any recitals or statements, warranties or representations made herein, or any agreement, instrument
or certificate delivered in connection therewith or in any of the other Loan Documents or in any certificate or instrument hereafter furnished
to it by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries, or be bound to ascertain or inquire as
to the performance or observance of any of the terms, conditions, covenants or agreements herein or in any of the other Loan Documents.
The Agent shall not be bound to ascertain whether any notice, consent, waiver or request delivered to it by the Borrower, the Guarantors
or any holder of any of the Notes shall have been duly authorized or is true, accurate and complete. The Agent has not made nor does it
now make any representations or warranties, express or implied, nor does it assume any liability to the Lenders, with respect to the creditworthiness
or financial condition of the Borrower, the Guarantors or any of their respective Subsidiaries, or the value of any collateral or any
other assets of the Borrower, any Guarantor or any of their respective Subsidiaries. Each Lender acknowledges that it has, independently
and without reliance upon the Agent or any other Lender, and based upon such information and documents as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon the Agent or any other Lender, based upon such information and documents as it deems appropriate at the time, continue to
make its own credit analysis and decisions in taking or not taking action under this Agreement and the other Loan Documents. The Agent’s
Special Counsel has only represented the Agent and KeyBank in connection with the Loan Documents and the only attorney client relationship
or duty of care is between the Agent’s Special Counsel and the Agent or KeyBank. Each Lender has been independently represented
by separate counsel on all matters regarding the Loan Documents.
§14.5
Payments.
(a)
A payment by the Borrower or any Guarantor to the Agent hereunder or under any of the other Loan Documents for the account of any
Lender shall constitute a payment to such Lender. The Agent agrees to distribute to each Lender not later than one (1) Business Day after
the Agent’s receipt of good funds, determined in accordance with the Agent’s customary practices, such Lender’s pro
rata share of payments received by the Agent for the account of the Lenders except as otherwise expressly provided herein or in any of
the other Loan Documents. 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, each payment by the Borrower hereunder shall be applied in accordance
with §2.13(d).
(b)
If in the opinion of the Agent the distribution of any amount received by it in such capacity hereunder, under the Notes or under
any of the other Loan Documents might involve it in liability, it may refrain from making such distribution until its right to make such
distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction shall adjudge that
any amount received and distributed by the Agent is to be repaid, each Person to whom any such distribution shall have been made shall
either repay to the Agent its proportionate share of the amount so adjudged to be repaid or shall pay over the same in such manner and
to such Persons as shall be determined by such court. In the event that the Agent shall refrain from making any distribution of any amount
received by it as provided in this §14.5(b), the Agent shall endeavor to hold such amounts in an interest bearing account and at
such time as such amounts may be distributed to the Lenders, the Agent shall distribute to each Lender, based on their respective Commitment
Percentages, its pro rata share of the interest or other earnings from such deposited amount.
§14.6
Holders of Notes. Subject to the terms of §18, the Agent may deem and treat the payee of any Note as the absolute owner
or purchaser thereof for all purposes hereof until it shall have been furnished in writing with a different name by such payee or by a
subsequent holder, assignee or transferee.
§14.7
Indemnity. The Lenders ratably agree hereby to indemnify and hold harmless the Agent from and against any and all claims,
actions and suits (whether groundless or otherwise), losses, damages, costs, expenses (including any expenses for which the Agent has
not been reimbursed by the Borrower and the Guarantors as required by §15), and liabilities of every nature and character arising
out of or related to this Agreement, the Notes, or any of the other Loan Documents or the transactions contemplated or evidenced hereby
or thereby, or the Agent’s actions taken hereunder or thereunder, except to the extent that any of the same shall be directly caused
by the Agent’s willful misconduct or gross negligence as determined by a final non-appealable judgment of a court of competent jurisdiction.
The agreements in this §14.7 shall survive the payment of all amounts payable under the Loan Documents.
§14.8
The Agent as Lender. In its individual capacity, KeyBank shall have the same obligations and the same rights, powers and
privileges in respect to its Commitment and the Loans made by it, and as the holder of any of the Notes as it would have were it not also
the Agent.
§14.9
Resignation. The Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to
the Lenders and the Borrower. Any such resignation may at the Agent’s option also constitute the Agent’s resignation as the
Issuing Lender and the Swing Loan Lender. Upon any such resignation, the Majority Lenders, subject to the terms of §18.1, shall have
the right to appoint as a successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior
debt obligations are rated not less than “A” or its equivalent by Moody’s or not less than “A” or its equivalent
by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall have occurred and be
continuing, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be reasonably acceptable to the Borrower.
If no successor Agent shall have been appointed and shall have accepted such appointment within ten (10) days after the retiring Agent’s
giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any
Lender or any bank whose senior debt obligations are rated not less than “A2” or its equivalent by Moody’s or not less
than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Upon the acceptance of any
appointment as the Agent and, if applicable, the Issuing Lender and the Swing Loan Lender, hereunder by a successor Agent and, if applicable,
Issuing Lender and Swing Loan Lender, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall thereupon succeed
to and become vested with all the rights, powers, privileges and duties of the retiring Agent and, if applicable, Issuing Lender and Swing
Loan Lender, and the retiring Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be discharged from its duties and
obligations hereunder as the Agent and, if applicable, the Issuing Lender and the Swing Loan Lender. After any retiring Agent’s
resignation, the provisions of this Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as the Agent, the Issuing Lender and the Swing Loan Lender. If the resigning
Agent shall also resign as the Issuing Lender, such successor 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 Issuing Lender, in either
case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change in the Agent
under this Agreement, the resigning Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to
substitute the successor Agent for the resigning Agent.
§14.10
Duties in the Case of Enforcement. In case one or more Events of Default have occurred and shall be continuing, and whether
or not acceleration of the Obligations shall have occurred, the Agent may and, if (a) so requested by the Majority Lenders and (b) the
Lenders have provided to the Agent such additional indemnities and assurances in accordance with their respective Commitment Percentages
against expenses and liabilities as the Agent may reasonably request, shall proceed to exercise all or any legal and equitable and other
rights or remedies as it may have; provided, however, that unless and until the Agent shall have received such directions,
the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event
of Default as it shall deem to be in the best interests of the Lenders. Without limiting the generality of the foregoing, if the Agent
reasonably determines payment is in the best interest of all the Lenders, the Agent may without the approval of the Lenders pay taxes
and insurance premiums and spend money for maintenance, repairs or other expenses which may be necessary to be incurred, and the Agent
shall promptly thereafter notify the Lenders of such action. Each Lender shall, within thirty (30) days of request therefor, pay to the
Agent its Commitment Percentage of the reasonable costs incurred by the Agent in taking any such actions hereunder to the extent that
such costs shall not be promptly reimbursed to the Agent by the Borrower or the Guarantors within such period. The Majority Lenders may
direct the Agent in writing as to the method and the extent of any such exercise, the Lenders hereby agreeing to indemnify and hold the
Agent harmless in accordance with their respective Commitment Percentages from all liabilities incurred in respect of all actions taken
or omitted in accordance with such directions, provided that the Agent need not comply with any such direction to the extent that
the Agent reasonably believes the Agent’s compliance with such direction to be unlawful in any applicable jurisdiction or commercially
unreasonable under the UCC as enacted in any applicable jurisdiction.
§14.11
Bankruptcy. In the event a bankruptcy or other proceeding under any Insolvency Law is commenced by or against the Borrower
or any Guarantor with respect to the Obligations, the Agent shall have the sole and exclusive right to file and pursue a joint proof claim
on behalf of all Lenders. Any votes with respect to such claims or otherwise with respect to such proceedings shall be subject to the
vote of the Majority Lenders or all of the Lenders as required by this Agreement. Each Lender irrevocably waives its right to file or
pursue a separate proof of claim in any such proceedings unless the Agent fails to file such claim within thirty (30) days after receipt
of written notice from the Lenders requesting that the Agent file such proof of claim.
§14.12
Reliance by the Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or
intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated
by an Authorized Officer. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been
made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder
to the making of a Loan or issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender, the Agent
(or Issuing Lender, as applicable) may presume that such condition is satisfactory to such Lender unless the Agent (or Issuing Lender,
as applicable) shall have received notice to the contrary from such Lender prior to the making of such Loan or issuance of such Letter
of Credit. The Agent may consult with legal counsel (who may be counsel for the Borrower and/or the Guarantors), independent accountants
and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any
such counsel, accountants or experts.
§14.13
Approvals. If consent is required for some action under this Agreement, or except as otherwise provided herein an approval
of the Lenders, the Majority Lenders, the Required Term Loan Lenders or the Required Revolving Credit Lenders is required or permitted
under this Agreement, each Lender agrees to give the Agent, within ten (10) Business Days of receipt of the request for action from the
Agent together with all reasonably requested information related thereto (or such lesser period of time required by the terms of the Loan
Documents), notice in writing of approval or disapproval (collectively, “Directions”) in respect of any action requested
or proposed in writing pursuant to the terms hereof. To the extent that any Lender does not approve any recommendation of the Agent, such
Lender shall in such notice to the Agent describe the actions that would be acceptable to such Lender. If consent is required for the
requested action, any Lender’s failure to respond to a request for Directions within the required time period shall be deemed to
constitute a Direction to take such requested action. In the event that any recommendation is not approved by the requisite number of
Lenders and a subsequent approval on the same subject matter is requested by the Agent, then for the purposes of this paragraph each Lender
shall be required to respond to a request for Directions within five (5) Business Days of receipt of such request. The Agent and each
Lender shall be entitled to assume that any officer of the other Lenders delivering any notice, consent, certificate or other writing
is authorized to give such notice, consent, certificate or other writing unless the Agent and such other Lenders have otherwise been notified
in writing.
§14.14
The Borrower Not Beneficiary. Except for the provisions of §14.9 relating to the appointment of a successor Agent,
the provisions of this §14 are solely for the benefit of the Agent and the Lenders, may not be enforced by the Borrower or any Guarantor,
and except for the provisions of §14.9, may be modified or waived without the approval or consent of the Borrower.
§14.15
Reliance on Hedge Provider. For purposes of applying payments received in accordance with §§12.1, 12.5, 12.6 or
any other provision of the Loan Documents, the Agent shall be entitled to rely upon the trustee, paying agent or other similar representative
(each, a “Representative”) or, in the absence of such a Representative, upon the holder of the Hedge Obligations for
a determination (which each holder of the Hedge Obligations agrees (or shall agree) to provide upon request of the Agent) of the outstanding
Hedge Obligations owed to the holder thereof. Unless it has actual knowledge (including by way of written notice from such holder) to
the contrary, the Agent, in acting hereunder, shall be entitled to assume that no Hedge Obligations are outstanding.
§14.16
Erroneous Payments.
(a)
If the Agent (x) notifies a Lender, Issuing Lender or any Person who has received funds on behalf of a Lender or Issuing Lender
(any such Lender, Issuing Lender or other recipient, a “Payment Recipient”) that the Agent has determined in its sole
discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice
from the Agent) received by such Payment Recipient from the Agent or any of its Affiliates were erroneously or mistakenly transmitted
to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing Lender or
other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal,
interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in
writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of
the Agent pending its return or repayment as contemplated below in this §14.16(a) and held in trust for the benefit of the Agent,
and such Lender or Issuing Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause
such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter (or such later date as the Agent may,
in its sole discretion, specify in writing), return to the Agent the amount of any such Erroneous Payment (or portion thereof) as to which
such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in
writing by the Agent) 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 Agent in same day funds at the greater of the Federal Funds Effective Rate
and a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A
notice of the Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.
(b)
Without limiting immediately preceding clause (a), each Lender, Issuing Lender or any Person who has received funds on behalf of
a Lender or Issuing Lender, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment,
prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent (or any of its Affiliates) (x) that is
in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment
sent by the Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied
by a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates), or (z) that such Lender, Issuing Lender
or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each
such case:
(i)
it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed
to have been made (absent written confirmation from the Agent to the contrary) or (B) an error and mistake has been made (in the case
of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and
(ii)
such Lender or Issuing Lender shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly
(and, in all events, within one (1) Business Day of its knowledge of the occurrence of any of the circumstances described in immediately
preceding clauses (x), (y) and (z)) notify the Agent of its receipt of such payment, prepayment or repayment, the details thereof (in
reasonable detail) and that it is so notifying the Agent pursuant to this §14.16(b).
For the avoidance of doubt,
the failure to deliver a notice to the Agent pursuant to this §14.16(b) shall not have any effect on a Payment Recipient’s
obligations pursuant to §14.16(a) or on whether or not an Erroneous Payment has been made.
(c)
Each Lender or Issuing Lender hereby authorizes the Agent to set off, net and apply any and all amounts at any time owing to such
Lender or Issuing Lender under any Loan Document, or otherwise payable or distributable by the Agent to such Lender or Issuing Lender
under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Agent has
demanded to be returned under immediately preceding clause (a).
(d)
(i) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor
in accordance with immediately preceding clause (a), from any Lender or Issuing Lender that has received such Erroneous Payment (or portion
thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered
amount, an “Erroneous Payment Return Deficiency”), upon the Agent’s notice to such Lender or Issuing Lender at
any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender or Issuing
Lender shall be deemed to have assigned its Loans (but not its Commitments) of the relevant class of Loans with respect to which such
Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return
Deficiency (or such lesser amount as the Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment
Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par
plus any accrued and unpaid interest (with the assignment fee to be waived by the Agent in such instance)), and is hereby (together with
the Borrower) deemed to execute and deliver an Assignment and Acceptance Agreement (or, to the extent applicable, an agreement incorporating
an Assignment and Acceptance Agreement by reference pursuant to an approved electronic platform as to which the Agent and such parties
are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuing Lender shall deliver any Notes
evidencing such Loans to the Borrower or the Agent (but the failure of such Person to deliver any such Notes shall not affect the effectiveness
of the foregoing assignment), (B) the Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment,
(C) upon such deemed acquisition, the Agent as the assignee Lender shall become a Lender or Issuing Lender, as applicable, hereunder with
respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning Issuing Lender shall cease to be a Lender
or Issuing Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance
of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as
to such assigning Lender or assigning Issuing Lender, (D) the Agent and the Borrower shall each be deemed to have waived any consent required
under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Agent will reflect in the Register its ownership
interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency
Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this
Agreement.
(ii) Subject
to §18.1 (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrower or otherwise)),
the Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the
proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or Issuing Lender shall be reduced by the
net proceeds of the sale of such Loan (or portion thereof), and the Agent shall retain all other rights, remedies and claims against such
Lender or Issuing Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment
Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest,
or other distribution in respect of principal and interest, received by the Agent on or with respect to any such Loans acquired from such
Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Agent) and (y)
may, in the sole discretion of the Agent, be reduced by any amount specified by the Agent in writing to the applicable Lender from time
to time.
(e)
The parties hereto agree that (x) irrespective of whether the Agent may be equitably subrogated, in the event that 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 Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment
Recipient who has received funds on behalf of a Lender or an Issuing Lender, to the rights and interests of such Lender or Issuing Lender,
as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”)
(provided that, the Borrower’s and Guarantors’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation
Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Agent under an Erroneous Payment
Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed
by the Borrower or any Guarantor; provided that this §14.16(e) shall not be interpreted to increase (or accelerate the due date for)
or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing
for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Agent; provided, further,
that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is,
and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from the Borrower or
any Guarantor for the purpose of making such Erroneous Payment.
(f)
To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby
waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or
counterclaim by the Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge
for value” or any similar doctrine.
(g)
Each party’s obligations, agreements and waivers under this §14.16 shall survive the resignation or replacement of the
Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Lender, the termination of the Commitments
and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.
§15.
EXPENSES.
The Borrower agrees to pay
(a) the reasonable costs of producing and reproducing this Agreement, the other Loan Documents and the other agreements and instruments
mentioned herein, (b) any Indemnified Taxes, (c) the reasonable fees, expenses and disbursements of a single counsel to the Agent and
Arrangers and a single local counsel per jurisdiction to the Agent incurred in connection with the preparation, administration, or interpretation
of the Loan Documents and other instruments mentioned herein, and amendments, modifications, approvals, consents or waivers hereto or
hereunder, (d) the reasonable and documented out-of-pocket fees, costs, expenses and disbursements of the Agent and the Arrangers incurred
in connection with the syndication and/or participation (by KeyBank) of the Loans, (e) all other reasonable and documented out of
pocket fees, expenses and disbursements of the Agent incurred by the Agent in connection with the preparation, administration or interpretation
of the Loan Documents and other instruments mentioned herein, and amendments, modifications, approvals, consents or waivers hereto or
hereunder, the addition or substitution of additional Unencumbered Pool Assets, the release of Guarantors, the making of each advance
hereunder, the issuance of Letters of Credit, and the syndication of the Commitments pursuant to §18 (without duplication of those
items addressed in clause (d) above), (f) all out-of-pocket expenses (including reasonable attorneys’ fees and costs, and fees and
costs of appraisers, engineers, investment bankers or other experts retained by the Agent) incurred by any Lender or the Agent in connection
with (i) the enforcement of or preservation of rights under any of the Loan Documents against the Borrower or the Guarantors or the administration
thereof after the occurrence of a Default or Event of Default and (ii) any litigation, proceeding or dispute arising under the Loan Documents,
provided, that, in connection with the attorney’s fees and costs payable by Borrower under this clause (f), Borrower shall only
be obligated to pay for the reasonable attorney’s fees and costs of a counsel to the Agent (which at the Agent’s discretion
may include any local counsel or any other counsel to the Agent which the Agent may retain) and a single law firm for the Lenders taken
as a whole (provided that in the event of a conflict of interest with respect to counsel for the Lenders, Borrower shall also pay the
reasonable fees and costs of an additional single law firm for such Lenders), (g) all reasonable out-of-pocket fees, expenses and disbursements
(including reasonable attorneys’ fees and costs) which may be incurred by KeyBank in connection with the execution and delivery
of this Agreement and the other Loan Documents (without duplication of any of the items listed above), and (h) all expenses relating to
the use of Intralinks, SyndTrak or any other similar system for the dissemination and sharing of documents and information in connection
with the Loans. The covenants of this §15 shall survive the repayment of the Loans and the termination of the obligations of the
Lenders hereunder.
§16.
INDEMNIFICATION.
The Borrower agrees to indemnify
and hold harmless the Agent, the Lenders and each Arranger and each director, officer, employee, agent, attorney and Affiliate thereof
and Person who controls the Agent, or any Lender or any Arranger against any and all claims, actions and suits, whether groundless or
otherwise, and from and against any and all liabilities, losses, damages and expenses of every nature and character arising out of, resulting
from or relating to this Agreement or any of the other Loan Documents or the transactions contemplated hereby and thereby including, without
limitation, (a) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Unencumbered Pool
Assets, any other Real Estate or the Loans, (b) any condition of the Unencumbered Pool Assets or other Real Estate, (c) any actual or
proposed use by the Borrower of the proceeds of any of the Loans or Letters of Credit, (d) any actual or alleged infringement of any patent,
copyright, trademark, service mark or similar right of the Borrower, any Guarantor or any of their respective Subsidiaries, (e) the Borrower
and Guarantors entering into or performing this Agreement or any of the other Loan Documents, as applicable, (f) any actual or alleged
violation of any law, ordinance, code, order, rule, regulation, approval, consent, permit or license relating to the Unencumbered Pool
Assets or any other Real Estate, (g) with respect to the Borrower, the Guarantors and their respective Subsidiaries and their respective
properties and assets, the violation of any applicable Environmental Law, the Release or threatened Release of any Hazardous Substances
or any action, suit, proceeding or investigation brought or threatened with respect to any Hazardous Substances (including, but not limited
to, claims with respect to wrongful death, personal injury, nuisance or damage to property), and (h) any use of Intralinks, SyndTrak or
any other system for the dissemination and sharing of documents and information, in each case including, without limitation, but subject
to the succeeding sentence, the reasonable and documented out-of-pocket fees and disbursements of counsel incurred in connection with
any such investigation, litigation or other proceeding; provided, however, that the Borrower shall not be obligated under
this §16 to indemnify any Person for liabilities arising from such Person’s own gross negligence or willful misconduct as determined
in a final non-appealable judgment by a court of competent jurisdiction. In litigation, or the preparation therefor, the Lenders and the
Agent shall be entitled to select a single law firm as their own counsel and an additional single local counsel in each applicable jurisdiction
outside of the United States for all such parties (and, to the extent reasonably necessary in the case of an actual or perceived conflict
of interest, one additional counsel) and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable and
documented out-of-pocket fees and expenses of such counsel. No person indemnified hereunder shall be liable for any damages arising from
the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other
information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby
or thereby. If, and to the extent that the obligations of the Borrower under this §16 are unenforceable for any reason, the Borrower
hereby agree to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under Applicable
Law. The provisions of this §16 shall survive the repayment of the Loans, the return of the Letters of Credit and the termination
of the obligations of the Lenders hereunder.
This §16 shall not apply
with respect to Taxes other than any Taxes that represent claims, losses, damages, etc. arising from any non-Tax claim.
§17.
SURVIVAL OF COVENANTS, ETC.
All covenants, agreements,
representations and warranties made herein, in the Notes, in any of the other Loan Documents or in any documents or other papers delivered
by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries pursuant hereto or thereto shall be deemed to
have been relied upon by the Lenders and the Agent, notwithstanding any investigation heretofore or hereafter made by any of them, and
shall survive the making by the Lenders of any of the Loans and issuance of any Letters of Credit, as herein contemplated, and shall continue
in full force and effect so long as any amount due under this Agreement or the Notes or any of the other Loan Documents (other than any
indemnification obligations which survive the termination of this Agreement and/or the full repayment of the Loans and any other amounts
due under this Agreement or the other Loan Documents) remains outstanding or any Letters of Credit remain outstanding or any Lender has
any obligation to make any Loans or issue any Letters of Credit. The indemnification obligations of the Borrower provided herein and in
the other Loan Documents and the Borrower’s obligations under §§4.8, 4.9 and 4.10 shall survive the full repayment of
amounts due and the termination of the obligations of the Lenders hereunder and thereunder to the extent provided herein and therein.
All statements contained in any certificate delivered to any Lender or the Agent at any time by or on behalf of the Borrower, any Guarantor
or any of their respective Subsidiaries pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations
and warranties by such Person hereunder.
§18.
ASSIGNMENT AND PARTICIPATION.
§18.1
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more banks or other entities
(but not to any natural person) all or a portion of its interests, rights and obligations under this Agreement (including all or a portion
of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it); provided
that (a) the Agent, the Issuing Lender and, so long as no Default or Event of Default exists hereunder, the Borrower shall have each given
its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed, and if the Borrower does not
respond to any such request for consent within ten (10) Business Days, the Borrower shall be deemed to have consented (provided that no
consent shall be required under this clause (a) for any assignment to another Lender, to a Related Fund, to a lender or an Affiliate of
a Lender which controls, is controlled by or is under common control with the assigning Lender or to a wholly-owned Subsidiary of such
Lender), (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans
is assigned, or of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement
with respect to the Term Loans and the Term Loan Commitment, if any, in the event an interest in the Term Loans is assigned, (c) the parties
to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) an assignment and acceptance
agreement in the form of Exhibit J attached hereto (an “Assignment and Acceptance Agreement”), together with
any Notes subject to such assignment, (d) in no event shall any assignment be to any natural person or any Person controlling, controlled
by or under common control with, or which is not otherwise free from influence or control by the Borrower or any Guarantor or be to a
Defaulting Lender or an Affiliate of a Defaulting Lender, (e) such assignee of a portion of the Revolving Credit Loans shall have a net
worth or unfunded commitment as of the date of such assignment of not less than $100,000,000.00 (unless otherwise approved by the Agent
and, so long as no Default or Event of Default exists hereunder, the Borrower), (f) such assignee shall acquire an interest in the
Loans of not less than $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof (or if less, the remaining Loans of the
assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, the Borrower and (g) if such assignment
is less than the assigning Lender’s entire Commitment, the assigning Lender shall retain an interest in the Loans of not less than
$5,000,000.00 (unless otherwise approved by the Agent and, so long as no Default or Event of Default exists hereunder, the Borrower).
Upon execution, delivery, acceptance and recording of such Assignment and Acceptance Agreement, (i) the assignee thereunder shall be a
party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance Agreement,
have the rights and obligations of a Lender hereunder (including the obligations in §4.3(g)), (ii) the assigning Lender shall, upon
payment to the Agent of the registration fee referred to in §18.2, be released from its obligations under this Agreement arising
after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement,
and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee
shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by,
under common control with or is not otherwise free from influence or control by, the Borrower and/or any Guarantor and whether such assignee
is a Defaulting Lender or an Affiliate of a Defaulting Lender. In connection with any assignment of rights and obligations of any Defaulting
Lender, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties
to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or actions, including funding, with the consent of the Borrower
and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender to each of which the
applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such
Defaulting Lender to the Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full
pro rata share of all Loans and participations in Letters of Credit and Swing Loans in accordance with its Commitment Percentage. Notwithstanding
the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under
Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting
Lender for all purposes of this Agreement until such compliance occurs. Notwithstanding the foregoing, if a Default exists hereunder,
no assignment pursuant to this §18.1 shall be to another real estate investment trust which owns or operates real estate for occupancy
by a single tenant or multiple tenants for office, retail or industrial uses and could reasonably be considered a competitor of REIT or
any Affiliate of such competitor of REIT (but, with respect to any such Affiliate, solely to the extent such Person is recognizable as
an Affiliate of such competitor of REIT due to the appearance of the name of such competitor of REIT in the name of such Affiliate) (a
“Competitor REIT”); provided, however, that the foregoing restriction shall cease to be effective (i) immediately upon
the occurrence and during the continuance of an Event of Default pursuant to §12.1(g), (h) or (i), and (ii) at any time which is
at least sixty (60) days after any Event of Default has occurred and is continuing.
§18.2
Register. The Agent, acting for this purpose as a non-fiduciary agent for Borrower, shall maintain on behalf of the Borrower
a copy of each assignment delivered to it and a register or similar list (the “Register”) for the recordation of the
names and addresses of the Lenders and the Commitment Percentages of and principal amount (and stated interest) of the Loans owing to
the Lenders from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the
Guarantors, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes
of this Agreement. The Register shall be available for inspection by the Borrower and the Lenders at any reasonable time and from time
to time upon reasonable prior notice. Upon each such recordation, the assigning Lender agrees to pay to the Agent a registration fee in
the sum of $5,000.00.
§18.3
New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together
with each Note subject to such assignment, the Agent shall record the information contained therein in the Register. Within five (5)
Business Days after receipt of notice of such assignment from the Agent, the Borrower, at the applicable assignee’s own expense,
shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31),
a new Note to the order of such assignee in an amount equal to the amount assigned to such assignee pursuant to such Assignment and Acceptance
Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning
Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered
Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the
effective date of such Assignment and Acceptance Agreement and shall otherwise be in substantially the form of the assigned Notes. The
surrendered original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided
in §31).
§18.4
Participations. Each Lender may, without the consent of Agent or Borrower, sell participations to one or more Lenders or
other entities (but not to any natural person) in all or a portion of such Lender’s rights and obligations under this Agreement
and the other Loan Documents; provided that (a) any such sale or participation shall not affect the rights and duties of the
selling Lender hereunder, (b) such participation shall not entitle such participant to any rights or privileges under this Agreement
or any Loan Documents, including without limitation, rights granted to the Lenders under §§4.3, 4.8, 4.9, 4.10 and 13, (c) such
participation shall not entitle the participant to the right to approve waivers, amendments or modifications, (d) such participant
shall have no direct rights against the Borrower, (e) such sale is effected in accordance with all Applicable Laws, and (f) such
participant shall not be a Person controlling, controlled by or under common control with, or which is not otherwise free from influence
or control by the Borrower and/or any Guarantor and shall not be a Defaulting Lender or an Affiliate of a Defaulting Lender and, unless
(X) an Event of Default has occurred pursuant to §12.1(g), (h) or (i) and is continuing at the time such participation is made, or
(Y) any other Event of Default has occurred and has continued for a period of sixty (60) days or more at the time such participation is
made, shall not be a Competitor REIT; provided, however, such Lender may agree with the participant that it will not, without
the consent of the participant, agree to (i) increase, or extend the term or extend the time or waive any requirement for the reduction
or termination of, such Lender’s Commitment, (ii) extend the date fixed for the payment of principal of or interest on the
Loans or portions thereof owing to such Lender (other than pursuant to an extension of the Revolving Credit Maturity Date pursuant to
§2.12), (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable thereon
or (v) release any Guarantor (except as otherwise permitted under this Agreement). Any Lender which sells a participation shall promptly
notify the Agent of such sale and the identity of the purchaser of such interest. Each Lender that sells a participation shall, acting
solely for this purpose as an 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, 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, 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 Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant
Register.
§18.5
Pledge by Lender. Any Lender may at any time pledge all or any portion of its interest and rights under this Agreement (including
all or any portion of its Note) to any of the twelve Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C.
§341, any other central bank having jurisdiction over such Lender, or to such other Person as the Agent may approve to secure obligations
of such Lender. No such pledge or the enforcement thereof shall release the pledgor Lender from its obligations hereunder or under any
of the other Loan Documents.
§18.6
No Assignment by the Borrower. The Borrower shall not assign or transfer any of its rights or obligations under this Agreement
or the Loan Documents without the prior written consent of each of the Lenders.
§18.7
Disclosure. The Borrower and the Guarantors each agree to promptly cooperate with any Lender in connection with any proposed
assignment or participation of all or any portion of its Commitment. The Borrower and the Guarantors each agree that any Lender may disclose
information obtained by such Lender pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder
in accordance with standard banking practices (provided such Persons are advised of the provisions of this §18.7). The Agent and
each Lender agrees for itself that it shall use reasonable efforts in accordance with its customary procedures to hold confidential all
non-public information obtained from the Borrower or any Guarantor that has been identified in writing as confidential by any of them,
and shall use reasonable efforts in accordance with its customary procedures to not disclose such information to any other Person, it
being understood and agreed that, notwithstanding the foregoing, the Agent and/or a Lender may make (a) disclosures to its participants
(provided such Persons are advised of the provisions of this §18.7), (b) disclosures to its directors, officers, employees, Affiliates,
accountants, appraisers, legal counsel and other professional advisors of the Agent or such Lender (provided that such Persons who are
not employees of the Agent or such Lender are advised of the provision of this §18.7), (c) disclosures customarily provided or reasonably
required by any potential or actual bona fide assignee, transferee or participant or their respective directors, officers, employees,
Affiliates, accountants, appraisers, legal counsel and other professional advisors in connection with a potential or actual assignment
or transfer by such Lender of any Loans or any participations therein (provided such Persons are advised of the provisions of this §18.7),
(d) disclosures to bank regulatory authorities or self-regulatory bodies with jurisdiction over such Lender, or (e) disclosures required
or requested by any other Governmental Authority or representative thereof or pursuant to legal process; provided that, unless specifically
prohibited by Applicable Law or court order, the Agent or the applicable Lender, as the case may be, shall notify the Borrower of any
request by any Governmental Authority or representative thereof prior to disclosure by the Agent or such Lender (other than any such request
in connection with any examination or oversight of such Lender by such Governmental Authority or other requests by regulators that are
not part of an examination) for disclosure of any such non-public information prior to disclosure of such information. In addition, each
Lender may make disclosure of such information to any contractual counterparty in swap agreements or such contractual counterparty’s
professional advisors (so long as such contractual counterparty or professional advisors agree to be bound by the provisions of this §18.7).
Notwithstanding the foregoing, neither the Agent nor any Lender shall disclose such non-public information to a Competitor REIT in connection
with any such proposed assignment or participation unless (X) an Event of Default has occurred pursuant to §12.1(g), (h) or (i) and
is continuing at the time such disclosure is made, or (Y) any other Event of Default has occurred and has continued for a period of sixty
(60) days or more at the time such disclosure is made, or the Borrower has consented to such disclosure (or is deemed to have consented
pursuant to §18.1), and shall not disclose such non-public information to a Competitor REIT for any other reason. In addition, the
Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar
service providers to the lending industry and service providers to the Agent and the Lenders in connection with the administration of
this Agreement, the other Loan Documents, and the Commitments. Non-public information shall not include any information which is or subsequently
becomes publicly available other than as a result of a disclosure of such information by a Lender or the Agent, or prior to the delivery
to the Agent or such Lender, as the case may be, is within the possession of the Agent or such Lender if such information is not known
by the Agent or such Lender to be subject to another confidentiality agreement with or other obligations of secrecy to the Borrower or
the Guarantors, is or becomes available to Agent, any Lender or any of their Affiliates on a non-confidential basis, or is disclosed with
the prior approval of the Borrower or the Guarantors. Nothing herein shall prohibit the disclosure of non-public information to the extent
necessary to enforce the Loan Documents.
§18.8
Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this
Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected
thereby or another group of requisite Lenders and is approved by the Majority Lenders, but is either (x) expressly disapproved by one
or more of the Lenders, or (y) any such Lender fails to respond to such request within thirty (30) days after Agent provides notice to
such Lender (which notice shall be delivered by Agent promptly upon request by Borrower thereof) that such Lender shall be subject to
the Non-Consenting Lender provisions of this §18.8 if it fails to respond to such request within such thirty (30) day period (any
such non-consenting Lender shall hereafter be referred to as the “Non-Consenting Lender”), then, within thirty (30)
Business Days after the Borrower’s receipt of notice of such disapproval, or such failure to respond within the thirty (30) day
period prescribed in clause (y) above, by such Non-Consenting Lender, the Borrower shall have the right as to such Non-Consenting Lender,
to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Lender within thirty (30) Business Days of
receipt of such notice, to elect to cause the Non-Consenting Lender to transfer its Loans and Commitment. The Agent shall promptly notify
the remaining Lenders that each of such Lenders shall have the right, but not the obligation, to acquire a portion of the Loans and Commitment,
pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Lender (or if any of such Lenders does not elect to purchase
its pro rata share, then to such remaining Lenders in such proportion as approved by the Agent). In the event that the Lenders do not
elect to acquire all of the Non-Consenting Lender’s Loans and Commitment, then the Agent shall endeavor to find a new Lender or
Lenders to acquire such remaining Loans and Commitment. Upon any such purchase of the Loans and Commitment of the Non-Consenting Lender,
the Non-Consenting Lender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at
the date of purchase, and the Non-Consenting Lender shall promptly execute and deliver any and all documents reasonably requested by the
Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting
Lender’s original Note. If such Non-Consenting Lender does not execute and deliver to the Agent a duly completed Assignment and
Acceptance Agreement and/or such other documentation reasonably requested by the Agent to surrender and transfer such interest to the
purchaser or assignee thereof within a period of time deemed reasonable by the Agent after the later of (i) the date on which such purchaser
or assignee executes and delivers such Assignment and Acceptance Agreement and/or such other documentation and (ii) the date on which
the Non-Consenting Lender receives all payments required to be paid to it by this §18.8, then such Non-Consenting Lender shall, to
the extent permissible by Applicable Law, be deemed to have executed and delivered such Assignment and Acceptance Agreement and/or such
other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and
Acceptance Agreement and/or such other documentation on behalf of such Non-Consenting Lender. Notwithstanding anything in this §18.8
to the contrary, any Lender or other Lender assignee acquiring some or all of the assigned Loans and Commitment of the Non-Consenting
Lender must consent to the proposed amendment, modification or waiver. The purchase price for the Non-Consenting Lender’s Loans
and Commitment shall equal any and all amounts outstanding and owed by the Borrower to the Non-Consenting Lender, including principal
and all accrued and unpaid interest or fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting
Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Lender’s Loans and Commitment (provided
that the Borrower may pay to such Non-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting
Lender).
§18.9
Amendments to Loan Documents. Upon any such assignment, the Borrower and the Guarantors shall, upon the request of the Agent,
enter into such documents as may be reasonably required by the Agent to modify the Loan Documents to reflect such assignment.
§18.10
Titled Agents. The Titled Agents shall not have any additional rights or obligations under the Loan Documents, except for
those rights, if any, as a Lender.
§19.
NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATIONS.
(a) Each
notice, demand, election or request provided for or permitted to be given pursuant to this Agreement (hereinafter in this §19 referred
to as “Notice”) must be in writing and shall be deemed to have been properly given or served by personal delivery or
by sending same by overnight courier or by depositing same in the United States Mail, postpaid and registered or certified, return receipt
requested, or as expressly permitted herein, by telecopy, and addressed as follows:
If to the Agent or KeyBank:
KeyBank National Association
4910 Tiedeman Road, 3rd Floor
Brooklyn, Ohio 44144
Attn: Yolanda Fields
Telecopy No.: (216) 357-6383
With a copy to:
KeyBank National Association
127 Public Square, 8th Floor
Cleveland, Ohio 44114
Attn: Sara Jo Smith
Telecopy No.: (216) 689-5970
and
Dentons US LLP
Suite 5300
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
Attn: Suneet Sidhu, Esq.
Telecopy No.: (404) 527-4198
If to the Borrower:
Global Net Lease Operating Partnership, L.P.
650 Fifth Avenue
30th Floor
New York, New York 10019
Attn: General Counsel
Telecopy No.: (212) 421-5799
With a copy to:
Global Net Lease Operating Partnership, L.P.
650 Fifth Avenue
30th Floor
New York, New York 10019
Attn: Chief Financial Officer
Telecopy No.: (212) 421-5799
and
Proskauer Rose LLP
Eleven Times Square
New York, New York 10036
Attn: Andrew Bettwy, Esq.
Telecopy No.: (212) 969-3180;
if to any other Lender which is a party hereto,
at the address for such Lender set forth on Schedule 1.1 attached hereto, and to any Lender which may hereafter become a party
to this Agreement, at such address as may be designated by such Lender. Each Notice shall be effective upon being personally delivered
or upon being sent by overnight courier or upon being deposited in the United States Mail as aforesaid, or if transmitted by telecopy
(if permitted hereunder), upon being sent and confirmation of receipt. The time period in which a response to such Notice must be given
or any action taken with respect thereto (if any), however, shall commence to run from the date of receipt if personally delivered or
sent by overnight courier, or if so deposited in the United States Mail, the earlier of three (3) Business Days following such deposit
or the date of receipt as disclosed on the return receipt. Rejection or other refusal to accept or the inability to deliver because of
changed address for which no notice was given shall be deemed to be receipt of the Notice sent. By giving at least fifteen (15) days prior
Notice thereof, the Borrower, a Lender or the Agent shall have the right from time to time and at any time during the term of this Agreement
to change their respective addresses and each shall have the right to specify as its address any other address within the United States
of America.
(b)
Loan Documents and notices under the Loan Documents may, with Agent’s approval, be transmitted and/or signed by facsimile and by
signatures delivered in “PDF” format by electronic mail. The effectiveness of any such documents and signatures shall, subject
to Applicable Law, have the same force and effect as an original copy with manual signatures and shall be binding on the Borrower, the
Guarantors, Agent and Lenders. Agent may also require that any such documents and signature delivered by facsimile or “PDF”
format by electronic mail be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver
any such manually-signed original shall not affect the effectiveness of any facsimile or “PDF” document or signature.
(c) Notices
and other communications to the Agent, the Lenders and the Issuing Lender hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Agent (it being understood and agreed that
Agent has approved communications of the information described in §§7.4(a) and (b) being provided at http://globalnetlease.com/),
provided that the foregoing shall not apply to notices to any Lender or Issuing Lender pursuant to §2 if such Lender or Issuing Lender,
as applicable, has notified the Agent that it is incapable of receiving notices under such Section by electronic communication. The Agent
or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
Unless the Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function,
as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause
(i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both
clauses (i) and (ii) above, if such notice, e-mail or other communication is not sent during the normal business hours of the recipient,
such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.
§20.
RELATIONSHIP.
Neither the Agent nor any
Lender has any fiduciary relationship with or fiduciary duty to the Borrower, any Guarantor or their respective Subsidiaries arising out
of or in connection with this Agreement or the other Loan Documents or the transactions contemplated hereunder and thereunder, and the
relationship between each Lender and the Agent, and the Borrower is solely that of a lender and borrower, and nothing contained herein
or in any of the other Loan Documents shall in any manner be construed as making the parties hereto partners, joint venturers or any other
relationship other than lender and borrower.
§21.
GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE.
THIS
AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN OR THEREIN, SHALL, PURSUANT TO NEW YORK
GENERAL OBLIGATIONS LAW SECTION 5- 1401, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT
OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK SITTING
IN THE COUNTY OF NEW YORK (INCLUDING ANY FEDERAL COURT SITTING THEREIN). THE BORROWER FURTHER ACCEPTS, GENERALLY AND UNCONDITIONALLY,
THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS AND ANY RELATED APPELLATE COURT AND IRREVOCABLY (a) AGREES TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY WITH RESPECT TO THIS AGREEMENT AND ANY OF THE OTHER LOAN DOCUMENTS AND (b) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS
TO THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH A COURT IS AN INCONVENIENT FORUM. THE BORROWER FURTHER AGREES
THAT SERVICE OF PROCESS IN ANY SUCH SUIT MAY BE MADE UPON THE BORROWER IN THE MANNER PROVIDED FOR NOTICES IN §19. NOTHING
IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER, ANY GUARANTOR OR ANY OF THEIR PROPERTIES IN
THE COURTS OF ANY JURISDICTION. THE BORROWER CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS AND THE SERVICE OF PROCESS IN ANY
SUCH SUIT BEING MADE UPON THE BORROWER IN THE MANNER PROVIDED FOR NOTICES IN §19.
§22.
HEADINGS.
The captions in this Agreement
are for convenience of reference only and shall not define or limit the provisions hereof.
§23.
COUNTERPARTS.
This Agreement and any amendment
hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered
shall be an original, and all of which together shall constitute one instrument. In proving this Agreement it shall not be necessary to
produce or account for more than one such counterpart signed by the party against whom enforcement is sought.
§24.
ENTIRE AGREEMENT, ETC.
This Agreement and the Loan
Documents is intended by the parties as the final, complete and exclusive statement of the transactions evidenced by this Agreement and
the Loan Documents. All prior or contemporaneous promises, agreements and understandings, whether oral or written, are deemed to be superseded
by this Agreement and the Loan Documents, and no party is relying on any promise, agreement or understanding not set forth in this Agreement
and the Loan Documents. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided
in §4.16, §18.9 and §27.
§25.
WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS.
EACH OF THE BORROWER, THE
AGENT AND THE LENDERS HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION
WITH THIS AGREEMENT, ANY NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE
OF SUCH RIGHTS AND OBLIGATIONS. THE BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, PUNITIVE OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES. THE BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER OR THE AGENT HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND
(B) ACKNOWLEDGES THAT THE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH
THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS §25. THE BORROWER ACKNOWLEDGES THAT IT
HAS HAD AN OPPORTUNITY TO REVIEW THIS §25 WITH LEGAL COUNSEL AND THAT THE BORROWER AGREES TO THE FOREGOING AS ITS FREE, KNOWING AND
VOLUNTARY ACT.
§26.
DEALINGS WITH THE BORROWER AND THE GUARANTORS.
The Agent, the Lenders and
their affiliates may accept deposits from, extend credit to, invest in, act as trustee under indentures of, serve as financial advisor
of, and generally engage in any kind of banking, trust or other business with the Borrower, the Guarantors and their respective Subsidiaries
or any of their Affiliates regardless of the capacity of the Agent or the Lender hereunder. The Lenders acknowledge that, pursuant to
such activities, KeyBank or its Affiliates may receive information regarding such Persons (including information that may be subject to
confidentiality obligations in favor of such Person) and acknowledge that the Agent shall be under no obligation to provide such information
to them. Borrower acknowledges, on behalf of itself and its Affiliates, that the Agent and each of the Lenders and their respective Affiliates
may be providing debt financing, equity capital or other services (including financial advisory services) in which Borrower and its Affiliates
may have conflicting interests regarding the transactions described herein and otherwise. Neither the Agent nor any Lender will use confidential
information described in §18.7 obtained from Borrower by virtue of the transactions contemplated hereby or its other relationships
with Borrower and its Affiliates in connection with the performance by the Agent or such Lender or their respective Affiliates of services
for other companies, and neither the Agent nor any Lender nor their Affiliates will furnish any such information to other companies. Borrower,
on behalf of itself and its Affiliates, also acknowledges that neither the Agent nor any Lender has any obligation to use in connection
with the transactions contemplated hereby, or to furnish to Borrower, confidential information obtained from other companies. Borrower,
on behalf of itself and its Affiliates, further acknowledges that one or more of the Agent and Lenders and their respective Affiliates
may be a full service securities firm and may from time to time effect transactions, for its own or its Affiliates’ account or the
account of customers, and hold positions in loans, securities or options on loans or securities of Borrower and its Affiliates.
§27.
CONSENTS, AMENDMENTS, WAIVERS, ETC.
Except as otherwise expressly
provided in this Agreement, any consent or approval required or permitted by this Agreement may be given, and any term of this Agreement
or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or the
Guarantors of any terms of this Agreement or such other instrument or the continuance 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
Majority Lenders; provided, however, that the Agreement Regarding Fees may be amended or otherwise modified, or rights or
privileges thereunder waived, in a writing executed by the parties thereto only. Notwithstanding the foregoing, none of the following
may occur without the written consent of each Lender directly affected thereby: (a) a reduction in the rate of interest on the Notes;
provided, however, that (A) only the consent of the Majority Lenders shall be necessary to amend the definition of “Default Rate”,
to waive any obligation of the Borrower to pay interest at the Default Rate or to retract the imposition of interest at the Default Rate,
(B) only the consent of the Majority Lenders shall be necessary to amend any financial covenant hereunder (or any defined term used therein)
even if the effect of such amendment would be to reduce the rate of interest on any Loan or Letter of Credit or to reduce any fee payable
based on such financial covenant; and (C) in circumstances other than as described in the preceding clauses (A) and (B), (1) only the
consent of the Term Loan Lenders shall be necessary to reduce the rate of interest, including the Applicable Margin, on the Term Loans
and the Term Loan Notes and (2) only the consent of the Revolving Credit Lenders shall be necessary to reduce the rate of interest, including
the Applicable Margin, on the Revolving Credit Loans and the Revolving Credit Notes; (b) an increase in the amount of the Commitments
of the Lenders (except as provided in §2.11 and §18.1); (c) a forgiveness, reduction or waiver of the principal of any
unpaid Loan or any interest thereon (other than a reduction or waiver of default interest) or fee payable under the Loan Documents; provided
that only the consent of the Term Loan Lenders or the Revolving Credit Lenders, as the case may be, shall be necessary for any such amendment
or waiver that on its face only applies to the Term Loans or the Revolving Credit Loans and Revolving Credit Commitments, respectively;
(d) a change in the amount of any fee payable to a Lender hereunder; provided that only the consent of the Revolving Credit
Lenders shall be necessary for any such amendment or waiver of the fees described in §2.3; (e) the postponement of any date
fixed for any payment of principal of or interest on the Loan; provided that only the consent of the Term Loan Lenders or the Revolving
Credit Lenders, as the case may be, shall be necessary for any such postponement that on its face only applies to the Term Loans or the
Revolving Credit Loans and Revolving Credit Commitments, respectively; (f) an extension of the Term Loan Maturity Date or Revolving
Credit Maturity Date (except as provided in §2.12); (g) a change in the manner of distribution of any payments to the Lenders
or the Agent; (h) the release of the Borrower or any Guarantor except as otherwise provided in this Agreement; (i) an amendment
of the definition of Majority Lenders, Required Revolving Credit Lenders, Required Term Loan Lenders or of any requirement for consent
by all of the Lenders; (j) any modification to require a Revolving Credit Lender to fund a pro rata share of a request for an advance
of the Revolving Credit Loan made by the Borrower other than based on its Revolving Credit Commitment Percentage; (k) an amendment
to this §27; or (l) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all
of the Lenders, the Majority Lenders, Required Revolving Credit Lenders or the Required Term Loan Lenders to require a lesser number of
Lenders to approve such action. The provisions of §14 may not be amended without the written consent of the Agent. Any provision
of this Agreement or the Loan Documents which requires the approval of all of the Revolving Credit Lenders or the Required Revolving Credit
Lenders may not be amended or waived to require a lesser number of Revolving Credit Lenders to approve such action without the written
consent of all of the Revolving Credit Lenders. Any provision of this Agreement or the Loan Documents which requires the approval of all
of the Term Loan Lenders or the Required Term Loan Lenders may not be amended or waived to require a lesser number of Term Loan Lenders
to approve such action without the written consent of all of the Term Loan Lenders. There shall be no amendment, modification or waiver
of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender, nor any amendment, modification
or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent of the Issuing Lender. Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder
(and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with
the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be
increased without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each
affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of
such Defaulting Lender. There shall be no amendment, modification or waiver of any provision in the Loan Documents which results in a
modification of the conditions to funding with respect to the Revolving Credit Commitment or the Term Loan Commitment without the written
consent of the Required Revolving Credit Lenders or the Required Term Loan Lenders, respectively, nor any amendment, modification or waiver
that disproportionately affects the Revolving Credit Lenders or the Term Loan Lenders without the approval of the Required Revolving Credit
Lenders or the Required Term Loan Lenders, respectively. No waiver shall extend to or affect any obligation not expressly waived or impair
any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right
shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower or the Guarantors
shall entitle the Borrower or any Guarantor to other or further notice or demand in similar or other circumstances.
§28.
SEVERABILITY.
The provisions of this Agreement
are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction,
then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall
not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any
jurisdiction.
§29.
TIME OF THE ESSENCE.
Time is of the essence with
respect to each and every covenant, agreement and obligation of the Borrower and the Guarantors under this Agreement and the other Loan
Documents.
§30.
NO UNWRITTEN AGREEMENTS.
THE LOAN DOCUMENTS REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. ANY ADDITIONAL TERMS OF THE AGREEMENT BETWEEN THE PARTIES
ARE SET FORTH BELOW.
§31.
REPLACEMENT NOTES.
Upon receipt of evidence reasonably
satisfactory to the Borrower of the loss, theft, destruction or mutilation of any Note, and in the case of any such loss, theft or destruction,
upon delivery of an indemnity agreement reasonably satisfactory to the Borrower and the Borrower’s counsel or, in the case of any
such mutilation, upon surrender and cancellation of the applicable Note, the Borrower will execute and deliver, in lieu thereof, a replacement
Note, identical in form and substance to the applicable Note and dated as of the date of the applicable Note and upon such execution and
delivery all references in the Loan Documents to such Note shall be deemed to refer to such replacement Note. All reasonable costs and
expenses incurred by the Borrower in connection with the foregoing, including reasonable attorneys’ fees, shall be paid by the Lender
that requested the replacement Note.
§32.
NO THIRD PARTIES BENEFITED.
This Agreement and the other
Loan Documents are made and entered into for the sole protection and legal benefit of the Borrower, the Guarantors, the Lenders, the Agent,
the Arrangers and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have
any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents. All conditions
to the performance of the obligations of the Agent and the Lenders under this Agreement, including the obligation to make Loans and issue
Letters of Credit, are imposed solely and exclusively for the benefit of the Agent and the Lenders and no other Person shall have standing
to require satisfaction of such conditions in accordance with their terms or be entitled to assume that the Agent and the Lenders will
refuse to make Loans or issue Letters of Credit in the absence of strict compliance with any or all thereof and no other Person shall,
under any circumstances, be deemed to be a beneficiary of such conditions, any and all of which may be freely waived in whole or in part
by the Agent and the Lenders at any time if in their sole discretion they deem it desirable to do so. In particular, the Agent and the
Lenders make no representations and assume no obligations as to third parties concerning the quality of any the construction by the Borrower,
the Guarantors or any of their respective Subsidiaries of any development or the absence therefrom of defects.
§33.
PATRIOT ACT.
Each Lender and the Agent
(for itself and not on behalf of any Lender) hereby notifies the Borrower and the Guarantors that, pursuant to the requirements of the
Patriot Act, it is required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information
includes names and addresses and other information that will allow such Lender or the Agent, as applicable, to identify the Borrower and
the Guarantors in accordance with the Patriot Act.
§34.
ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA 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 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.
§35.
AUTOMATIC ALTERNATIVE CURRENCY CONVERSION.
If an Automatic Alternative
Currency Conversion Trigger shall occur, the amount of all Outstanding Revolving Credit Loans, Term Loans and Letter of Credit Liabilities
denominated in an Alternative Currency shall, automatically and with no further action required, be converted into the Dollar Equivalent
of such amounts, determined by the Agent on the basis of the Spot Rate determined on the Automatic Alternative Currency Conversion Date,
and on and after such date all amounts accruing and owed to the Lenders in respect of such Outstanding Revolving Credit Loans, Term Loans
and Letter of Credit Liabilities denominated in an Alternative Currency shall accrue and be payable in Dollars at the rate otherwise applicable
hereunder.
§36.
JUDGMENT CURRENCY.
For the purposes of obtaining
judgment in any court if it is necessary to convert a sum due from the Borrower hereunder or under any other Loan Document in one Currency
expressed to be payable herein (the “Specified Currency”) into another Currency, the parties hereto agree, to the fullest
extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures
the Agent could purchase the Specified Currency with such other currency at the Agent’s main Cleveland, Ohio office on the Business
Day preceding that on which final, non-appealable judgment is given. The obligations of the Borrower in respect of any sum due hereunder
shall, notwithstanding any judgment in a Currency other than the Specified Currency, be discharged only to the extent that on the Business
Day following receipt by any Lender (including the Agent), as the case may be, of any sum adjudged to be so due in such other Currency
such Lender (including the Agent), as the case may be, may in accordance with normal, reasonable banking procedures purchase the Specified
Currency with such other Currency. If the amount of the Specified Currency so purchased is less than the sum originally due to such Lender
(including the Agent), as the case may be, in the Specified Currency, the Borrower agrees, to the fullest extent that it may effectively
do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender (including the Agent), as the case may
be, against such loss, and to pay such additional amounts upon demand from Agent. All of the Borrower's obligations under this §36
shall survive termination of this Agreement and repayment of all other Obligations hereunder.
§37.
WAIVER OF CLAIMS.
Borrower for itself and the
Guarantors acknowledges, represents and agrees that Borrower and Guarantors as of the date hereof have no defenses, setoffs, claims, counterclaims
or causes of action of any kind or nature whatsoever with respect to the “Loan Documents” (as defined in the Existing Credit
Agreement and this Agreement), the administration or funding of the “Loans” or the “Letters of Credit” (as such
terms are defined in the Existing Credit Agreement and this Agreement), or with respect to any acts or omissions of Agent or any Lender,
or any past or present officers, agents or employees of Agent or any Lender (whether under the Existing Credit Agreement, this Agreement
or any of such “Loan Documents”), and each of Borrower and Guarantors does hereby expressly waive, release and relinquish
any and all such defenses, setoffs, claims, counterclaims and causes of action arising on or before the date hereof, if any.
§38.
CONSENT TO AMENDMENT AND RESTATEMENT; EFFECT OF AMENDMENT AND RESTATEMENT.
Pursuant to §27 of the
Existing Credit Agreement, KeyBank as the Agent under the Existing Credit Agreement and each Lender hereby consents to the amendment and
restatement of the Existing Credit Agreement pursuant to the terms of this Agreement and the amendment or amendment and restatement of
the other “Loan Documents” (as defined in the Existing Credit Agreement), and by execution hereof the Lenders authorize the
Agent to enter into such agreements. On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety
by this Agreement, and the Existing Credit Agreement, except as specifically set forth herein, shall thereafter be of no further force
and effect and shall be deemed replaced and superseded in all respects by this Agreement. The parties hereto acknowledge and agree that
this Agreement does not constitute a novation or termination of the “Obligations” under the Existing Credit Agreement, which
remain outstanding as of the Closing Date. All interest and fees accrued and unpaid under the Existing Credit Agreement as of the date
of this Agreement shall be due and payable in the amount determined pursuant to the Existing Credit Agreement for periods prior to the
Closing Date on the next payment date for such interest or fee set forth in this Agreement.
§39.
ACKNOWLEDGEMENT REGARDING ANY SUPPORTED QFCs.
To the extent that the Loan
Documents provide support, through a guarantee or otherwise, for a Derivatives Contract 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 Dodd-Frank Wall 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.
§40.
ELECTRONIC SIGNATURES. Without limiting the provisions set forth in §19(b), delivery of an executed counterpart of a signature
page to this Agreement or any other Loan Document by facsimile or as an attachment to an electronic mail message in .pdf, .jpeg, .TIFF
or similar electronic format shall be effective as delivery of a manually executed counterpart of this Agreement of such other Loan Document
for all purposes. The words “execution,” “signed,” “signature,” “delivery,” and words
of like import in or relating to this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby shall be
deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act; provided that nothing herein shall require the Agent to accept electronic signatures in any form or format
without its prior written consent. For the purposes hereof, “Electronic Signatures” means an electronic sound, symbol, or
process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept
such contract or record. Each of the parties hereto represents and warrants to the other parties hereto that it has the corporate capacity
and authority to execute this Agreement and the other Loan Documents to which it is a party through electronic means and there are no
restrictions for doing so in that party’s constitutive documents. Without limiting the generality of the foregoing, the Borrower
hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of
remedies, bankruptcy proceedings or litigation among any of the Agent or the Lenders and any of the Borrower or Guarantors, electronic
images of this Agreement or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the
same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity
or enforceability of any Loan Document based solely on the lack of paper original copies of such Loan Document, including with respect
to any signature pages thereto.
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COMPOSITE
COPY INCLUDING
FIRST AMENDMENT DATED AS OF JULY 26, 2022, AND
SECOND AMENDMENT DATED AS OF SEPTEMBER [12], 2023
IN
WITNESS WHEREOF, each of the undersigned have caused this Agreement to be executed by its duly
authorized representatives as of the date first set forth above.
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BORROWER: |
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GLOBAL NET LEASE OPERATING PARTNERSHIP,
L.P., a Delaware limited partnership |
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GLOBAL NET LEASE, INC., a Maryland
corporation, its general partner |
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KEYBANK NATIONAL ASSOCIATION,
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CAPITAL ONE,
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CITIZENS BANK, N.A., individually
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BMO HARRIS BANK, N.A., individually
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MIZUHO BANK, LTD., individually
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SUMITOMO MITSUI BANKING CORPORATION,
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THE HUNTINGTON NATIONAL BANK,
a national banking association, individually as a Lender and as a Co-Syndication
Agent |
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SOCIÉTÉ GÉNÉRALE,
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COMERICA BANK, as
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CREDIT SUISSE AG, NEW YORK BRANCH,
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KeyBank/GNL
– Second Amended and Restated Credit Agreement
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BARCLAYS BANK PLC, as
a Lender |
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KeyBank/GNL
– Second Amended and Restated Credit Agreement
EXITING LENDER
The
lender executing below (the “Exiting Lender”) is a “Lender” under the Existing Credit Agreement that is
not continuing as a lender under the Second Amended and Restated Credit Agreement to which this signature page is attached (the “Amended
Credit Agreement”). Simultaneously with the Closing Date of the Amended Credit Agreement, the Exiting Lender shall cease to
be a “Lender” under the Existing Credit Agreement, and shall have no further liabilities or obligations thereunder; provided
that, notwithstanding anything else provided herein or otherwise, any rights of the Exiting Lender under the Loan Documents (as defined
in the Existing Credit Agreement) that are intended by their express terms to survive termination of the Commitments (as defined in the
Existing Credit Agreement) and/or the repayment, satisfaction or discharge of obligations under any such Loan Document shall survive
for the Exiting Lender. Furthermore, the Exiting Lender shall not be a “Lender” under the Amended Credit Agreement and shall
not have any liabilities or obligations under the Amended Credit Agreement. To the extent required under the Existing Credit Agreement,
the Exiting Lender consents to the amendment of the Existing Credit Agreement and the “Loan Documents” (as defined in the
Existing Credit Agreement). Upon the Closing Date, the Borrower shall pay all outstanding amounts due or accrued and unpaid to the Exiting
Lender under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement),
including all principal, accrued and unpaid interest and fees.
The
undersigned Exiting Lender has duly executed this Agreement for the limited purpose of acknowledging and agreeing to the terms set forth
above under “Exiting Lender”:
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PNC BANK, NATIONAL
ASSOCIATION (as successor to BBVA USA, an Alabama banking corporation) |
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KeyBank/GNL
– Second Amended and Restated Credit Agreement
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TABLE OF CONTENTS
(Continued) |
Page |
EXITING LENDER
The
lender executing below (the “Exiting Lender”) is a “Lender” under the Existing Credit Agreement that is
not continuing as a lender under the Second Amended and Restated Credit Agreement to which this signature page is attached (the “Amended
Credit Agreement”). Simultaneously with the Closing Date of the Amended Credit Agreement, the Exiting Lender shall cease to
be a “Lender” under the Existing Credit Agreement, and shall have no further liabilities or obligations thereunder; provided
that, notwithstanding anything else provided herein or otherwise, any rights of the Exiting Lender under the Loan Documents (as defined
in the Existing Credit Agreement) that are intended by their express terms to survive termination of the Commitments (as defined in the
Existing Credit Agreement) and/or the repayment, satisfaction or discharge of obligations under any such Loan Document shall survive
for the Exiting Lender. Furthermore, the Exiting Lender shall not be a “Lender” under the Amended Credit Agreement and shall
not have any liabilities or obligations under the Amended Credit Agreement. To the extent required under the Existing Credit Agreement,
the Exiting Lender consents to the amendment of the Existing Credit Agreement and the “Loan Documents” (as defined in the
Existing Credit Agreement). Upon the Closing Date, the Borrower shall pay all outstanding amounts due or accrued and unpaid to the Exiting
Lender under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement),
including all principal, accrued and unpaid interest and fees.
The
undersigned Exiting Lender has duly executed this Agreement for the limited purpose of acknowledging and agreeing to the terms set forth
above under “Exiting Lender”:
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EXITING LENDER: |
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DEUTSCHE BANK AG NEW YORK BRANCH |
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KeyBank/GNL
– Second Amended and Restated Credit Agreement
Exhibit 10.8
Loan No.: 00022669
GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT
(this “Guaranty”) is made as of September 12, 2023, by GLOBAL NET LEASE, INC., a Maryland corporation,
having an address at 650 Fifth Avenue, 30th Floor, New York, New York 10019 (“Guarantor”) in favor of BARCLAYS
CAPITAL REAL ESTATE INC., a Delaware corporation, having an address at 745 Seventh Avenue, New York, New York 10019 (“Barclays”),
SOCIÉTÉ GÉNÉRALE FINANCIAL CORPORATION, a Delaware corporation, having an address at 245 Park Avenue,
New York, New York 10167 (“SocGen”), BANK OF MONTREAL, a Canadian Chartered bank acting through its Chicago
Branch, having an address at c/o BMO Capital Markets Corp., 3 Times Square, New York, New York 10036 and KEYBANK NATIONAL ASSOCIATION,
a national banking association, having an address at 11501 Outlook Street, Suite 300, Overland Park, Kansas 66211 (“KeyBank”;
and together with Barclays, SocGen and BMO, and their respective successors and/or assigns, individually and/or collectively, as the context
may require, “Lender”).
Recitals
The following recitals are
a material part of this Guaranty:
A. Lender
made a loan in the principal sum of $260,000,000.00 (the “Loan”) pursuant to that certain Loan Agreement dated as of
August 30, 2023 (the “Loan Agreement”) by and among Lender and the entities identified therein as “Borrower”
(hereinafter referred to individually as a “Borrower” and collectively as “Borrower” or “Borrowers”
as the context may require, provided, however, that the context shall always be one which affords Lender the broadest possible rights
and remedies under the Loan Documents and which permits Lender, in its discretion, to enforce the obligations and liabilities hereunder
against one or more of the entities comprising Borrower). Guarantor has a significant financial interest in Lender’s making of the
Loan to Borrower, and will realize significant financial benefit from the Loan. The Loan is evidenced by one or more promissory notes
(individually and collectively, as the context may require, the “Note”) dated as of August 30, 2023 and is secured
in part by one or more deeds of trust, mortgages, deeds to secure debt and/or open-end mortgages (individually and collectively, as the
context may require, the “Security Instrument”) encumbering Borrower’s interest in the Property (as defined in
the Loan Agreement) and is further evidenced and secured by the Loan Documents (as defined in the Loan Agreement). The Loan Documents
are hereby incorporated by this reference as if fully set forth in this Guaranty. Any capitalized terms used in this Guaranty and not
otherwise defined herein shall have the meaning set forth in the Loan Agreement.
B. In
connection with the Global Net Lease Merger, Lender has required that Guarantor guaranty to Lender the payment of Borrower’s liabilities
pursuant to Section 9.3 of the Loan Agreement (the “Recourse Liabilities”).
Agreement
In consideration of Lender’s
agreement to make the Loan to Borrower and other good and valuable consideration, the receipt and legal sufficiency of which is hereby
acknowledged, Guarantor hereby states and agrees as follows:
1. [Intentionally
Omitted].
2. Guaranty
of Obligations.
2.1 Guarantor
hereby absolutely and unconditionally guarantees full payment of the following (collectively, the “Liabilities”): (i) the
Recourse Liabilities (whether arising under the original Loan or any extension, modification, future advance, increase, amendment or modification
thereof); (ii) interest due on amounts owing under any such Recourse Liabilities at the Default Rate to the extent not paid on or
before the expiration of any applicable notice and cure periods with such interest accruing from and after such date until the date paid;
(iii) all reasonable out-of-pocket expenses, including reasonable out-of-pocket attorneys’ fees, actually incurred by Lender
in connection with the enforcement of any of Lender’s rights under this Guaranty; and (iv) to the extent the same relate to
amounts or obligations owing under Recourse Liabilities, all reimbursement and indemnification obligations of Borrower set forth in Section 10.13
of the Loan Agreement. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, Guarantor shall
have no liability for Liabilities or any other matters hereunder (a) if any acts or omissions creating liability hereunder were caused
by the fraud, bad faith, willful misconduct or gross negligence of Lender or Servicer, or (b) for any events or matters to the extent
that same arise or accrue from and after the date that Lender or its nominee or designee acquires title to the Property by foreclosure
(whether judicial or non-judicial), delivery by Borrower of a deed-in-lieu (or, if applicable, assignment-in-lieu) of foreclosure or otherwise
in connection with any exercise of Lender’s remedies pursuant to the Loan Documents, or (c) for any events or matters to the
extent that same arise or accrue after the date of a Mezzanine Control Event (as defined below), or (d) for any events or matters
to the extent that same arise or accrue from and after the replacement of Guarantor with a Qualified Replacement Guarantor in accordance
with the terms and conditions of the Loan Agreement, or (e) for any events or matters to the extent that same arise or accrue from
and after the occurrence of a transfer and assumption of the Loan pursuant to Section 5.2.10(e) of the Loan Agreement. For the
purposes hereof, a “Mezzanine Control Event” shall mean the occurrence of any of the following events: (i) the
equity interests pledged by a Mezzanine Borrower to Mezzanine Lender are transferred in a public or private foreclosure or disposition
(including without limitation under Section 9-610 of the Uniform Commercial Code); (ii) the equity interests pledged to Mezzanine
Lender are accepted by Mezzanine Lender in full satisfaction of the Mezzanine Loan (including, without limitation, pursuant to Section 9-621
of the Uniform Commercial Code); or (iii) Guarantor ceases to be in control of Borrower as a result of the exercise by Mezzanine
Lender of any remedies in the Mezzanine Loan Documents; provided in each instance of clause (i) or (ii) above, the applicable
Guarantor does not any longer own any beneficial interest (directly or indirectly) in Borrower.
2.2 Upon
the request of Lender, Guarantor shall immediately pay or perform the Liabilities when they or any of them become due or are to be paid
or performed under the term of any of the Loan Documents. Any amounts received by Lender from any sources and applied by Lender towards
the payment of the Liabilities shall be applied in accordance with the Loan Documents or, during the continuation of an Event of Default,
such order of application as Lender may from time to time elect. All Liabilities shall conclusively be presumed to have been created,
extended, contracted, or incurred by Lender in reliance upon this Guaranty and all dealings between Borrower and Lender shall likewise
be presumed to be in reliance upon this Guaranty.
2.3 Anything
contained herein to the contrary notwithstanding, and without limitation of any other obligations set forth herein, it is the express
intention of Guarantor to assume, and Guarantor hereby assumes, liability for all Liabilities for which Pre-Merger Guarantor was liable
under the Pre-Merger Guaranty.
3. Additional
Advances, Renewals, Extensions and Releases. Guarantor hereby agrees and consents that, without notice to or further consent by Guarantor,
Lender may make additional advances with respect to the Loan or the Property, and the obligations of Borrower in connection with the Loan
may be renewed, extended, modified, accelerated or released by Lender as Lender may deem advisable, and any collateral the Lender may
hold or in which the Lender may have an interest may be exchanged, sold, released or surrendered by it, as it may deem advisable, without
impairing or affecting the obligations of Guarantor hereunder in any way whatsoever.
4. Waivers.
4.1 Guarantor
hereby waives each of the following: (a) any and all notice of the acceptance of this Guaranty or of the creation, renewal or accrual
of any Liabilities or the Debt, present or future (including any additional advances made by Lender under the Loan Documents); (b) the
reliance of Lender upon this Guaranty; (c) notice of the existence or creation of any Loan Document or of any of the Liabilities
or the Debt; (d) protest, presentment, demand for payment, notice of default or nonpayment, notice of dishonor to or upon Guarantor,
Borrower or any other party liable for any of the Liabilities or the Debt; (e) any and all other notices or formalities to which
Guarantor may otherwise be entitled, including notice of Lender’s granting the Borrower any indulgences or extensions of time on
the payment of any Liabilities or the Debt; and (f) promptness in making any claim or demand hereunder; provided, however, notwithstanding
anything to the contrary contained in this Guaranty, no amounts shall be due hereunder from Guarantor to Lender prior to the date which
is ten (10) Business Days after written demand from Lender to Guarantor.
4.2 No
delay or failure on the part of Lender in the exercise of any right or remedy against either Borrower or Guarantor shall operate as a
waiver thereof, and no single or partial exercise by Lender of any right or remedy herein shall preclude other or further exercise thereof
or of any other right or remedy whether contained herein or in the Note or any of the other Loan Documents. No action of Lender permitted
hereunder shall in any way impair or affect this Guaranty.
4.3 Guarantor
acknowledges and agrees that Guarantor shall be and remain absolutely and unconditionally liable for the full amount of all Liabilities
notwithstanding any of the following, and Guarantor waives any defense or counterclaims (other than compulsory counterclaims) to which
Guarantor may be entitled, based upon any of the following, in any proceeding (without prejudice to assert the same in a separate cause
of action at a later time):
(a) Subject
to Section 2.1 above, any or all of the Liabilities being or hereafter becoming invalid or otherwise unenforceable for any reason
whatsoever or being or hereafter becoming released or discharged, in whole or in part, whether pursuant to a proceeding under any bankruptcy
or insolvency laws or otherwise (except in regard to indefeasible payment in full of the Liabilities); or
(b) Lender
failing or delaying to properly perfect or continue the perfection of any security interest or lien on any property which secures any
of the Liabilities, or to protect the property covered by such security interest or enforce its rights respecting such property or security
interest; or
(c) Lender
failing to give notice of any disposition of any property serving as collateral for any Liabilities or failing to dispose of such collateral
in a commercially reasonable manner; or
(d) Any
other circumstance that might otherwise constitute a defense other than payment in full of the Liabilities.
Nothing contained in this Guaranty shall
be construed so as to preclude Guarantor from asserting, on a good faith basis, as a defense to a claim by Lender made under this Guaranty
that (a) Guarantor or Borrower has previously actually indefeasibly paid to Lender the full amount (or a portion thereof) then being
claimed by Lender as being due and owing under this Guaranty and/or (b) the amount of the Liabilities being claimed by Lender to
be due and owing was not calculated by Lender in accordance with the terms of this Guaranty (or the underlying Loan Documents giving rise
to same).
For the purposes of this Guaranty, “indefeasible
payment” or “indefeasibly paid” (as the context requires) means with respect to the making of any payment on or in respect
of the Debt, that such payment of such Debt has been paid in full in cash (or that such payment of such Debt has been otherwise satisfied
in a manner acceptable to the holders of the Debt in their discretion), and such Debt is no longer subject to any recission, restoration,
or return.
5. Guaranty
of Payment. Guarantor agrees that Guarantor’s liability hereunder is primary, absolute and unconditional without regard to the
liability of any other party. This Guaranty shall be construed as an absolute, irrevocable and unconditional guaranty of payment and performance
(and not a guaranty of collection), without regard to the validity, regularity or enforceability of any of the Liabilities. Notwithstanding
anything to the contrary contained herein, this Guaranty shall automatically terminate upon the indefeasible payment in full of the Debt.
6. Guaranty
Effective Regardless of Collateral. This Guaranty is made and shall continue as to any and all Liabilities without regard to any liens
or security interests in any collateral, the validity, effectiveness or enforceability of such liens or security interests, or the existence
or validity of any other guaranties or rights of Lender against any other obligors (subject to Guarantor’s right to provide a Qualified
Replacement Guarantor as set forth in the Loan Agreement). Any and all such collateral, security, guaranties and rights against other
obligors, if any, may from time to time without notice to or consent of Guarantor, be granted, sold, released, surrendered, exchanged,
settled, compromised, waived, subordinated or modified, with or without consideration, on such terms or conditions as may be acceptable
to Lender, without in any manner affecting or impairing the liabilities of Guarantor. Without limiting the generality of the foregoing,
it is acknowledged that Guarantor’s liability hereunder shall survive any foreclosure proceeding, any foreclosure sale, any delivery
of a deed in lieu of foreclosure, and any release of record of the Security Instrument.
7. Additional
Credit. Credit or financial accommodation may be granted or continued from time to time by Lender to Borrower regardless of Borrower’s
financial or other condition at the time of any such grant or continuation, without notice to or the consent of Guarantor and without
affecting Guarantor’s obligations hereunder. Lender shall have no obligation to disclose or discuss with Guarantor its assessment
of the financial condition of Borrower.
8. Rescission
of Payments. If at any time payment of any of the Liabilities or any part thereof is rescinded or must otherwise be restored or returned
by Lender upon the insolvency, bankruptcy or reorganization of Borrower or under any other circumstances whatsoever, this Guaranty shall,
upon such rescission, restoration or return, continue to be effective or shall (if previously terminated) be reinstated, as the case may
be, as if such payment had not been made.
9. Additional
Waivers. So long as any portion of the Liabilities or Debt remains unpaid or any portion of the Liabilities or Debt (or any security
therefor) that has been paid to Lender remains subject to invalidation, reversal or avoidance as a preference, fraudulent transfer or
for any other reason whatsoever (whether under bankruptcy or non-bankruptcy law) to being set aside or required to be repaid to Borrower
as a debtor in possession or to any trustee in bankruptcy, Guarantor irrevocably waives (a) any rights which it may acquire against
Borrower by way of subrogation under this Guaranty or by virtue of any payment made hereunder (whether contractual, under the Bankruptcy
Code or similar state or federal statute, under common law, or otherwise), (b) all contractual, common law, statutory or other rights
of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against Borrower that may have arisen in connection
with this Guaranty, (c) any right to participate in any way in the Loan Documents or in the right, title and interest in any collateral
securing the payment of Borrower’s obligations to Lender, and (d) all rights, remedies and claims relating to any of the foregoing.
If any amount is paid to Guarantor on account of subrogation rights or otherwise, such amount shall be held in trust for its benefit and
shall forthwith be paid to Lender to be applied to the Debt, whether matured or unmatured, in such order as Lender shall determine.
10. Independent
Obligations. The obligations of Guarantor are independent of the obligations of Borrower, and a separate action or actions for payment,
damages or performance may be brought and prosecuted against Guarantor, whether or not an action is brought against Borrower or the security
for Borrower’s obligations, and whether or not Borrower is joined in any such action or actions. Guarantor expressly waives any
requirement that Lender institute suit against Borrower or any other persons, or exercise or exhaust its remedies or rights against Borrower
or against any other person, other guarantor, or other collateral securing all or any part of the Liabilities, prior to enforcing any
rights Lender has under this Guaranty or otherwise. Lender may pursue all or any such remedies at one or more different times without
in any way impairing its rights or remedies hereunder. If there shall be more than one guarantor with respect to any of the Liabilities,
then the obligations of each such guarantor shall be joint and several.
11. Subordination
of Indebtedness of Borrower to Guarantor. Any indebtedness of Borrower to Guarantor now or hereafter existing is hereby subordinated
to the prior payment in full of the Liabilities. Guarantor agrees that following the occurrence and during the continuance of an Event
of Default, until the Liabilities and Debt have been paid in full, Guarantor will not seek, accept or retain for Guarantor’s own
account, any payment (whether for principal, interest, or otherwise) from Borrower for or on account of such subordinated debt. Following
the occurrence and during the continuance of an Event of Default, any payments to Guarantor on account of such subordinated debt shall
be collected and received by Guarantor in trust for Lender and shall be paid over to Lender on account of the Liabilities or Debt, as
Lender determines in its discretion, without impairing or releasing the obligations of Guarantor hereunder. Guarantor hereby unconditionally
and irrevocably agrees that (a) Guarantor will not at any time while the Liabilities remain unpaid, assert against Borrower (or Borrower’s
estate in the event that Borrower becomes the subject of any case or proceeding under any federal or state bankruptcy or insolvency laws)
any right or claim to indemnification, reimbursement, contribution or payment for or with respect to any and all amounts Guarantor may
pay or be obligated to pay Lender, including the Liabilities, and any and all obligations which Guarantor may perform, satisfy or discharge,
under or with respect to the Guaranty, and (b) Guarantor subordinates to the Debt all such rights and claims to indemnification,
reimbursement, contribution or payment that Guarantor may have now or at any time against Borrower (or Borrower’s estate in the
event that Borrower becomes the subject of any case or proceeding under any federal or state bankruptcy or insolvency laws).
12. Claims
in Bankruptcy. Guarantor shall file all claims against Borrower in any bankruptcy or other proceeding in which the filing of claims
is required by law upon any indebtedness of Borrower to Guarantor and will assign to Lender all right of Guarantor thereunder. Guarantor
hereby irrevocably appoints Lender its attorney-in-fact, which appointment is coupled with an interest, to file any such claim that Guarantor
may fail to file, in the name of Guarantor or, in Lender’s discretion, to assign the claim and to cause proof of claim to be filed
in the name of Lender’s nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized
to pay such claim shall pay to Lender the full amount thereof and, to the full extent necessary for that purpose, Guarantor hereby assigns
to Lender all of Guarantor’s rights to any such payments or distributions to which Guarantor would otherwise be entitled.
13. Guarantor’s
Representations and Warranties. Guarantor represents and warrants to Lender (as of the date hereof) that:
13.1 There
is no action or proceeding pending or, to the actual knowledge of Guarantor, threatened (in writing) against Guarantor before any court
or administrative agency which would reasonably be expected to result in any material adverse change in the business or financial condition
of Guarantor or in the property of Guarantor;
13.2 Guarantor
has filed all Federal and state income tax returns which Guarantor has been required to file, and has paid all taxes as shown on said
returns and on all assessments received by Guarantor to the extent that such taxes have become due;
13.3 Neither
the execution nor delivery of this Guaranty nor fulfillment of nor compliance with the terms and provisions hereof will, to the knowledge
of the Guarantor, conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result
in the creation of any lien, charge or encumbrance upon any property or assets of Guarantor under any agreement or instrument to which
Guarantor is now a party or by which Guarantor may be bound;
13.4 This
Guaranty is a valid and legally binding agreement of Guarantor and is enforceable against Guarantor in accordance with its terms subject
to the rights of creditors and general principles of equity;
13.5 Guarantor
has either (i) examined the Loan Documents or (ii) has had an opportunity to examine the Loan Documents and has waived the right
to examine them;
13.6 Guarantor
has the full power, authority, and legal right to execute and deliver this Guaranty. If Guarantor is not an individual, (i) Guarantor
is duly organized, validly existing and in good standing under the laws of the state of its formation, and (ii) the execution, delivery
and performance of this Guaranty by Guarantor has been duly and validly authorized and the person(s) signing this Guaranty on Guarantor’s
behalf has been validly authorized and directed to sign this Guaranty;
13.7 Guarantor
is not an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA or Section 4975
of the Code (a “Plan”) and none of the assets of Guarantor constitute or will constitute “plan assets”
of one or more Plans. If Guarantor is not a natural person, Guarantor further represents and warrants as of the date hereof that (i) Guarantor
is not a “governmental plan” within the meaning of Section 3(32) of ERISA (“Plan Assets”) and (ii) transactions
by or with Guarantor are not subject to State statutes regulating investment of, and fiduciary obligations with respect to, governmental
plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise
restrict the transactions contemplated by this Guaranty.
14. Notice
of Litigation. Guarantor shall promptly give Lender notice of all litigation or proceedings before any court or Governmental Authority
affecting Guarantor or its property, except litigation or proceedings which, if adversely determined, would not reasonably be expected
to have a material adverse effect on the financial condition or operations of Guarantor or its ability to perform any of its obligations
hereunder.
15. Access
to Records. Guarantor shall give Lender and its representatives access to, and permit Lender and such representatives to examine,
copy or make extracts from, books, records and documents in the possession of Guarantor relating to the performance of Guarantor’s
obligations hereunder and under any of the Loan Documents, all at such times and as often as Lender may reasonably request. If Guarantor
is not an individual, Guarantor shall continuously maintain its existence and shall not dissolve or permit its dissolution.
16. Assignment
by Lender. In connection with any sale, assignment or transfer of the Loan permitted under the Loan Agreement, Lender may sell, assign
or transfer this Guaranty and all or any of its rights, privileges, interests and remedies hereunder to any other person or entity whatsoever
without notice to or consent by Guarantor, and in such event the assignee shall be entitled to the benefits of this Guaranty and to exercise
all rights, interests and remedies as fully as Lender.
17. Termination.
Subject to Section 24.3 below, this Guaranty shall terminate only when all of the Liabilities and the Debt have been paid in full,
including all interest thereon, late charges and other charges and fees included within the Liabilities and the Debt. When the conditions
described above have been fully met, Lender will, upon request, promptly furnish to Guarantor a written cancellation of this Guaranty.
18. Notices.
All notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall be effective for all
purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or
(b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, or (c) by
email and with a second copy to be sent to the intended recipient by any other means permitted under this Section, addressed as follows
(or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a written notice
to the other parties hereto in the manner provided for in this Section):
If
to Lender: Barclays
Capital Real Estate Inc.
745 Seventh Avenue
New York, New York
10019
Attention: Adam
Scotto
Email: adam.scotto@barclays.com
And: Société
Générale Financial Corporation
245 Park Avenue
New York, New York
10167
Attention: COO
– CM Loan Origination
Email: list.us-glba-abp-cmbs-notices@sgcib.com
And: KeyBank
National Association
11501 Outlook Street,
Suite 300
Overland Park,
Kansas 66211
Attention Loan Servicing
And: Bank
of Montreal
c/o BMO Capital Markets Corp.
151 West 42nd Street
New York, New York 10036
Attention: Mike Birajiclian
Email: Michael.Birajiclian@bmo.com
And: Bank
of Montreal
c/o BMO Capital Markets Corp.
151 West 42nd Street
New York, New York 10036
Attention: Legal Department
Email: BMOCMBSNotices@bmo.com
With
a copy to: Frost
Brown Todd LLP
400 West Market
Street, Suite 3200
Louisville, Kentucky
40202
Attention: Barry
A. Hines, Esq.
Email: bhines@fbtlaw.com
If to a Guarantor: Global
Net Lease, Inc.
650 Fifth Avenue, 30th Floor
New York, New York 10019
Attention: Christopher Masterson
Email: CMasterson@ar-global.com
with
a copy to: Arnold &
Porter Kaye Scholer LLP
601 Massachusetts
Ave., NW
Washington, D.C.
20001
Attention: Jon
Boswell and Amy Rifkind
Email: Jon.Boswell@arnoldporter.com and Amy.Rifkind@arnoldporter.com
A notice shall be deemed to have been given: in
the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted
delivery on a Business Day; or in the case of expedited prepaid delivery, upon the first attempted delivery on a Business Day.
19. Waiver
of Jury Trial. TO THE FULLEST EXTENT NOW OR HEREAFTER PERMITTED BY APPLICABLE LAW, GUARANTOR AND LENDER HEREBY AGREE NOT TO ELECT
A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL
NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE SECURITY INSTRUMENT OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM
OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR
AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH RIGHT TO TRIAL BY JURY WOULD OTHERWISE
ACCRUE. LENDER AND GUARANTOR ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS
WAIVER.
20. Miscellaneous.
This Guaranty shall be a continuing guaranty. This Guaranty shall bind the heirs, successors and assigns of Guarantor (except that Guarantor
may not assign his, her, or its liabilities under this Guaranty without the prior written consent of Lender, which consent Lender may
in its discretion withhold), and shall inure to the benefit of Lender, its successors, transferees and assigns. Each provision of this
Guaranty shall be interpreted in such manner as to be effective and valid under applicable law. Neither this Guaranty nor any of the terms
hereof, including the provisions of this Section, may be terminated, amended, supplemented, waived or modified orally, but only by an
instrument in writing executed by the party against which enforcement of the termination, amendment, supplement, waiver or modification
is sought, and the parties hereby: (a) expressly agree that it shall not be reasonable for any of them to rely on any alleged, non-written
amendment to this Guaranty; (b) irrevocably waive any and all right to enforce any alleged, non-written amendment to this Guaranty;
and (c) expressly agree that it shall be beyond the scope of authority (apparent or otherwise) for any of their respective agents
to agree to any non-written modification of this Guaranty. This Guaranty may be executed in several counterparts, each of which counterpart
shall be deemed an original instrument and all of which together shall constitute a single Guaranty. The failure of any party hereto to
execute this Guaranty, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder. As used in
this Guaranty, the term “Borrower” shall mean individually and collectively, jointly and severally, each Borrower (if more
than one) and shall include the successors (including any subsequent owner or owners of the Property or any part thereof or any interest
therein and Borrower in its capacity as debtor-in-possession after the commencement of any bankruptcy proceeding), assigns, heirs, personal
representatives, executors and administrators of Borrower. Any capitalized terms used in this Guaranty and not otherwise defined herein
shall have the meaning set forth in the Loan Agreement. Section 1.1 of the Loan Agreement is specifically incorporated herein as
if fully restated herein.
21. Applicable
Law; Jurisdiction and Venue.
(a) LENDER
HAS OFFICES IN THE STATE OF NEW YORK AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK
(“GOVERNING STATE”), WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING
TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, THIS GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH
STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES
THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIEN AND SECURITY INTEREST CREATED PURSUANT TO THE LOAN DOCUMENTS
SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT,
TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND
ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW,
GUARANTOR AND LENDER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS
GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. BY ITS ACCEPTANCE
OF THIS GUARANTY, LENDER SHALL BE DEEMED TO HAVE AGREED TO THIS SECTION 21(a).
(b) ANY
LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE OTHER LOAN DOCUMENTS (“ACTION”)
MAY AT LENDER’S OPTION BE INSTITUTED IN (AND IF ANY ACTION IS ORIGINALLY BROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT THE
ELECTION OF LENDER BE TRANSFERRED TO) ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE OR
FORUM NON CONVENIENS OF ANY SUCH ACTION, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY ACTION.
IN THE EVENT THAT GUARANTOR’S PRINCIPAL OFFICE IS NOT LOCATED IN THE STATE OF NEW YORK AT ANY TIME IN THE FUTURE, GUARANTOR (I) SHALL
PROMPTLY DESIGNATE AND APPOINT AN AUTHORIZED AGENT, REASONABLY ACCEPTABLE TO LENDER, TO ACCEPT AND ACKNOWLEDGE ON GUARANTOR’S BEHALF
SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND IN
SUCH CASE, GUARANTOR AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED
TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH ACTION
IN THE STATE OF NEW YORK, (II) SHALL GIVE PROMPT NOTICE TO LENDER OF (A) THE NAME AND ADDRESS OF SUCH AGENT, (B) ANY CHANGED
ADDRESS THEREAFTER OF ITS AUTHORIZED AGENT HEREUNDER, (III) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED
AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE
OF PROCESS), AND (IV) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW
YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.
22. OFAC.
Guarantor hereby represents, warrants and covenants that Guarantor is not (nor will be) a person with whom Lender is restricted from
doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury
of the United States of America (including, those Persons named on OFAC’s Specially Designated and Blocked Persons list) or under
any statute, executive order (including, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With
Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings
or transactions or otherwise be associated with such persons. In addition, Guarantor hereby covenants to provide Lender with any additional
information that is reasonably necessary from time to time in order to evidence compliance with all applicable laws concerning money laundering
and similar activities.
23. Covenants.
23.1 Until
all of the Liabilities and the Debt, including all interest thereon, late charges and other charges and fees included within the Liabilities
and the Debt, have been paid in full, Guarantor (a) shall maintain (1) an aggregate Net Worth in excess of the Net Worth Threshold
and (2) aggregate Liquid Assets having a market value of at least the Liquid Assets Threshold and (b) shall not sell, pledge,
mortgage or otherwise transfer any assets, or any interest therein, which would cause Guarantor’s Net Worth to fall below the Net
Worth Threshold or cause Guarantor’s Liquid Assets to fall below the Liquid Assets Threshold. Anything contained herein to the contrary
notwithstanding, if Guarantor’s Net Worth falls below the Net Worth Threshold or its Liquid Assets fall below the Liquid Assets
Threshold, Guarantor shall have thirty (30) days to provide evidence reasonably satisfactory to lender that such deficiency has been cured
prior to such occurrence resulting in an Event of Default.
23.2 Guarantor
shall ensure that the financial information with respect to Guarantor required to be provided to Lender pursuant to Section 5.1.11
of the Loan Agreement is so provided.
23.3 During
the term of the Loan or of any obligation or right hereunder, Guarantor shall not be a Plan and none of the assets of Guarantor shall
constitute Plan Assets.
(a) Guarantor
further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan,
as requested by Lender in its sole discretion and represents and covenants that (A) Guarantor is not and does not maintain an “employee
benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan”
within the meaning of Section 3(32) of ERISA; (B) Guarantor is not subject to State statutes regulating investments and fiduciary
obligations with respect to governmental plans; and (C) one or more of the following circumstances is true:
(i) Equity
interests in Guarantor are publicly offered securities, within the meaning of 29 C.F.R. §2510.3-101(b)(2);
(ii) Less
than twenty-five percent (25%) of each outstanding class of equity interests in Guarantor are held by “benefit plan investors”
within the meaning of 29 C.F.R. §2510.3-101(f)(2); or
(iii) Guarantor
qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. §2510.3-101(c) or
(e).
24. Additional
Provisions.
24.1 Notwithstanding
anything to the contrary contained in this Guaranty, Guarantor shall not be liable for any punitive, exemplary, special or consequential
damages or diminution in value under any provision of this Guaranty that would otherwise impose liability on Guarantor for such damages.
24.2 Notwithstanding
anything to the contrary contained in this Guaranty, (i) no shareholder, member or partner in Guarantor or any Person that, directly
or indirectly through one or more other partnerships, limited liability companies, corporations or other entities is a shareholder, member
or partner in Guarantor or owns an interest in Guarantor (each a “Constituent Member”) shall have any personal liability,
directly or indirectly, under or in connection with this Guaranty, and Lender hereby waives any and all such personal liability, and (ii) no
recourse shall be had for the payment of any amounts owed hereunder, or for any claim based on this Guaranty against any Constituent Member,
any of their respective successors and assigns, or any of the assets of any Constituent Member, it being expressly understood that the
sole remedy of Lender with respect to such amounts and claims shall be against Guarantor and the assets of Guarantor.
24.3 Notwithstanding
anything to the contrary contained herein, Guarantor shall have the right to replace this Guaranty (or cause Borrower to do so) with a
replacement guaranty from a Qualified Replacement Guarantor as and when provided in, and subject to, the applicable terms and conditions
of the Loan Agreement, and upon such replacement, Guarantor shall be automatically released from its liabilities and obligations hereunder,
to the extent relating to matters arising after the date of such replacement, and this Guaranty shall automatically be deemed to be terminated
with respect to such liabilities and obligations. In connection with the foregoing, promptly upon request from Guarantor, Lender shall
provide to Guarantor a signed written release of Guaranty in a commercially reasonable form, provided that the delivery (or non-delivery)
of such written release shall have no effect on the automatic release and termination provided for hereunder.
24.4 Waiver
of Statutory Appraisal Rights. The following provision shall apply only if a court of competent jurisdiction shall disregard the
choice of law provision contained herein and determine that South Carolina law shall govern the terms hereof: THE LAWS OF THE STATE OF
SOUTH CAROLINA PROVIDE THAT IN ANY REAL ESTATE FORECLOSURE PROCEEDING, A DEFENDANT AGAINST WHOM A PERSONAL JUDGMENT IS TAKEN OR ASKED
MAY, WITHIN THIRTY (30) DAYS AFTER THE SALE OF ANY PROPERTY SUBJECT TO A MORTGAGE LIEN IN FAVOR OF ITS LENDER (the “MORTGAGED
PROPERTY”), APPLY TO THE COURT FOR AN ORDER OF APPRAISAL. THE STATUTORY APPRAISAL VALUE AS APPROVED BY THE COURT WOULD BE SUBSTITUTED
FOR THE HIGH BID OBTAINED IN SUCH SALE AND MAY DECREASE THE AMOUNT OF ANY DEFICIENCY OWING IN CONNECTION WITH THE TRANSACTION. THE
UNDERSIGNED HEREBY WAIVES AND RELINQUISHES ANY STATUTORY APPRAISAL RIGHTS WHICH IT MIGHT HAVE, WHICH MEANS THAT THE HIGH BID AT THE JUDICIAL
FORECLOSURE SALE OF ANY MORTGAGED PROPERTY WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF SUCH MORTGAGED PROPERTY.
24.5 The
following provision shall apply only if a court of competent jurisdiction shall disregard the choice of law provision contained herein
and determine that Kentucky law shall govern the terms hereof:
(a) Without
increasing any obligations of Guarantor hereunder, the maximum aggregate principal amount of this Guaranty shall not exceed $780,000,000.00
(“Maximum Aggregate Liability”), plus interest on the Recourse Liabilities accruing from the date of and pursuant to
the instrument(s) creating or evidencing the Recourse Liabilities, or if there are no such instruments, from the date the Recourse
Liabilities were incurred until the Recourse Liabilities have been repaid or otherwise satisfied in full to the Lender (the “Interest”),
plus all reasonable attorneys’ fees and costs and expenses incurred by the Lender in collecting or attempting to collect the Recourse
Liabilities or incurred in attempting to enforce this Guaranty (the “Costs”). The Maximum Aggregate Liability does
not include Interest and Costs and shall be in addition to the Maximum Aggregate Liability of Guarantor to the Lender under any other
guaranty of Guarantor heretofore or hereafter given.
(b) With
respect to the Recourse Liabilities, unless this Guaranty is terminated (or Guarantor’s liabilities and obligations hereunder are
released) at an earlier date pursuant to Section 24.3 or otherwise, this Guaranty shall terminate on September 6, 2034
(the “Limitation Date”). The words terminate and termination in the preceding sentence shall be given the same use
and effect as set forth in KRS 371.065, as amended and effective in July, 1990, and shall hereinafter be referred to as the “Limitation.”
The Limitation of this Guaranty shall not affect in any manner the Recourse Liabilities created or incurred on or prior to and existing
on the Limitation Date and shall not affect any renewals, extensions, modifications or revivals of, Interest accruing on, or Costs
incurred with respect to, the Recourse Liabilities on or after the Limitation Date. The sole effect of the Limitation of this Guaranty
shall be to exclude from the Recourse Liabilities all liabilities and Recourse Liabilities arising out of additional loans, advances,
discounts, or credit extensions made by the Lender to the Borrower after the Limitation Date which are not renewals, extensions, modifications
or revivals of the Recourse Liabilities.
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The laws of South Carolina provide that in any
real estate foreclosure proceeding a defendant against whom a personal judgment is taken or asked may within thirty days after the sale
of the mortgaged property apply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be
substituted for the high bid and may decrease the amount of any deficiency owing in connection with the transaction. THE UNDERSIGNED
HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED
TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE MORTGAGED PROPERTY.
IN WITNESS WHEREOF, Guarantor
has executed or caused this Guaranty to be executed as of the day and year first above written.
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GUARANTOR: |
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GLOBAL NET LEASE, INC., a Maryland corporation |
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By: |
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Name: Christopher Masterson |
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Title: Chief Financial Officer |
Guaranty
Agreement (Post-Merger)
Exhibit 10.9
Loan No.: 00022669
ENVIRONMENTAL INDEMNITY AGREEMENT
THIS
ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) is made as of September 12, 2023, by THE ENTITIES
SET FORTH ON SCHEDULE I attached hereto, each a Delaware limited liability company, each having its principal place of business at 38
Washington Square, Newport, Rhode Island 02840 (hereinafter referred to individually as a “Borrower” and collectively
as “Borrower” or “Borrowers” as the context may require, provided, however, that the context shall
always be one which affords Indemnitee the broadest possible rights and remedies under the Loan Documents and which permits Indemnitee,
in its discretion, to enforce the obligations and liabilities hereunder against one or more of the entities comprising Borrower), and
GLOBAL NET LEASE, INC., a Maryland Corporation, having an address at 650 Fifth Avenue, 30th Floor, New York, New York
10019 (“Guarantor”; Borrower and Guarantor are hereinafter referred to, individually and collectively, as the context
may require, as “Indemnitor”), in favor of BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation, having an address
at 745 Seventh Avenue, New York, New York 10019 (“Barclays”), SOCIÉTÉ GÉNÉRALE FINANCIAL
CORPORATION, a Delaware corporation, having an address at 245 Park Avenue, New York, New York 10167 (“SocGen”), BANK
OF MONTREAL, a Canadian Chartered bank acting through its Chicago Branch, having an address at c/o BMO Capital Markets Corp., 3 Times
Square, New York, New York 10036 (“BMO”) and KEYBANK NATIONAL ASSOCIATION, a national banking association, having an
address at 11501 Outlook Street, Suite 300, Overland Park, Kansas 66211 (“KeyBank”; and together with Barclays,
SocGen and BMO, and their respective successors and/or assigns, individually and/or collectively, as the context may require, “Indemnitee”)
and the other Indemnified Parties (as defined in the Loan Agreement).
RECITALS:
The following recitals are a
material part of this Agreement.
A. Borrower
is the owner of the Property.
B. Indemnitee
made a loan (the “Loan”) to Borrower in the original principal amount of $260,000,000.00 pursuant to a Loan Agreement
dated as of August 30, 2023 between Indemnitee and Borrower (the “Loan Agreement”), which Loan is evidenced by
one or more promissory notes, each dated as of August 30, 2023, and made by Borrower in favor of Indemnitee (individually and collectively,
as the context may require, the “Note”) and secured by, among other things one or more mortgages/deeds of trust/deeds
to secure debt, dated as of August 30, 2023, given by Borrower to or for the benefit of Indemnitee and encumbering the Property (individually
and collectively, as the context may require, the “Security Instrument”). Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Loan Agreement.
C. In
connection with the Global Net Lease Merger, Indemnitee has required Indemnitor to provide the indemnification, representations,
warranties, covenants and other matters described in this Agreement for the benefit of the Indemnified Parties.
AGREEMENT:
NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indemnitor
hereby agrees for the benefit of the Indemnified Parties as follows:
1. Indemnification.
Indemnitor covenants and agrees, at its sole cost and expense, to protect, defend, indemnify, release and hold the Indemnified Parties
harmless from and against any and all Losses (defined below) imposed upon or incurred by or asserted against any Indemnified Parties and
directly or indirectly arising out of or in any way relating to the Property by any one or more of the following: (a) any presence
of any Hazardous Substances in, on, above, or under the Property in violation of Environmental Law; (b) any past, present or threatened
Release of Hazardous Substances in, on, above, under or from the Property in violation of Environmental Law; (c) any activity by
Indemnitor, any Affiliate of Indemnitor, and any tenant or other user of the Property in connection with any use, treatment, storage,
holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement,
removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any time located in, under, on or
above the Property; (d) any activity by Indemnitor, any Affiliate of Indemnitor, and any tenant or other user of the Property in
connection with any Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such
Remediation is voluntary or pursuant to court or administrative order, including any removal, remedial or corrective action; (e) any
past, present or threatened non-compliance or violations of any applicable Environmental Laws (or permits issued pursuant to any Environmental
Law) in connection with the Property or operations thereon, including any failure by Indemnitor, Affiliate of Indemnitor, and any tenant
or other user of the Property to comply with any order of any Governmental Authority in connection with any applicable Environmental Laws
with respect to the Property; (f) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental
Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with
the environmental condition of the Property; (h) any past, present or threatened injury to, destruction of or loss of natural resources
in any way connected with the Property, including costs to investigate and assess such injury, destruction or loss; (i) intentionally
omitted; (j) intentionally omitted; (k) any personal injury, wrongful death, or property or other damage arising under any statutory
or common law or tort law theory, including but not limited to damages assessed for private or public nuisance or for the conducting of
an abnormally dangerous activity on the Property, in each case solely relating to Hazardous Substances or the environmental condition
of the Property; and (l) any misrepresentation or inaccuracy in any material respect in any material representation or warranty relating
to the environmental condition of the Property or material breach or failure to perform any covenants or other obligations relating to
the environmental condition of the Property pursuant to this Agreement or the Loan Agreement. Anything contained herein to the contrary
notwithstanding, and without limiting the generality of the foregoing or of any other obligations set forth herein, it is the express
intention of Indemnitor to assume, and Indemnitor hereby assumes, liability for all Losses for which Pre-Merger Guarantor and Borrowers
were liable under the Pre-Merger Environmental Indemnity Agreement.
2. Duty
to Defend and Attorneys and Other Fees and Expenses. Upon written request by any Indemnified Party, Indemnitor shall defend
same (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals reasonably approved
by the Indemnified Parties. Notwithstanding the foregoing, any Indemnified Parties may, in their sole and absolute discretion, engage
their own attorneys and other professionals to defend or assist them, and, at the option of such Indemnified Parties, their attorneys
shall control the resolution of any claim or proceeding, providing that no compromise or settlement shall be entered without Indemnitor’s
written consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitor shall pay or, in the sole and absolute
discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable, out-of-pocket fees and disbursements
of attorneys, engineers, environmental consultants, laboratories and other professionals reasonably engaged in connection therewith; provided,
however, that Indemnitor shall not be liable for, and shall not have to pay or reimburse the Indemnified Parties for, the fees and expenses
of more than one (1) general counsel, and one (1) separate local counsel for the state in which the Property is located. In
no event shall any Indemnitee engage counsel that has or is reasonably likely to have a conflict of interest in relation to Indemnitor
or any affiliates of Indemnitor.
3. Definitions.
Capitalized terms used herein and not specifically defined herein shall have the respective meanings ascribed to such terms in the Loan
Agreement. As used in this Agreement, the following terms shall have the following meanings:
The term “Legal Action”
means any claim, suit or proceeding, whether administrative or judicial in nature.
The term “Losses”
means any actual out-of-pocket losses, damages (provided that “Losses” shall not include any special, indirect, consequential,
exemplary, and/or punitive damages), costs, fees, expenses, claims, suits, judgments, awards, liabilities (including strict liabilities),
obligations, debts, fines, penalties, charges, costs of Remediation (whether or not performed voluntarily), amounts paid in settlement,
litigation costs, reasonable attorneys’ fees, engineers’ fees and environmental consultants’ fees, and investigation
costs (including costs for sampling, testing and analysis of soil, water, air, building materials, and other materials and substances
whether solid, liquid or gas), whether or not incurred in connection with any judicial or administrative proceedings, actions, claims,
suits, judgments or awards but in no event shall “Losses” include any sums incurred as a result of (and arising to the extent
of) the gross negligence, fraud or willful misconduct of Indemnitee or the employees, principals, agents, contractors, consultants and
representatives of Indemnitee or any other Indemnified Party.
4. Unimpaired
Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by any amendment or modification
of the provisions of the Note, the Loan Agreement, the Security Instrument or any other Loan Document to or with Indemnitee by Indemnitor
or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement
shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the
Security Instrument or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, except as expressly
permitted in the Loan Documents, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the
Security Instrument, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security
for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy
of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Security Instrument or any of the other
Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements,
covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act,
or otherwise, (vi) the release or substitution in whole or in part of any security for the Loan, or (vii) Indemnitee’s
failure to record the Security Instrument or file any UCC financing statements (or Indemnitee’s improper recording or filing of
any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan; and, in
any such case, whether with or without notice to Indemnitor and with or without consideration.
5. Enforcement.
The Indemnified Parties may enforce the obligations of Indemnitor without first resorting to or exhausting any security or collateral
or without first having recourse to the Note, the Loan Agreement, the Security Instrument, or any other Loan Documents or any of the Property,
through foreclosure proceedings or otherwise; provided, however, that nothing herein shall inhibit or prevent Indemnitee from suing on
the Note, foreclosing, or exercising any power of sale under, the Security Instrument, or exercising any other rights and remedies thereunder.
This Agreement is not collateral or security for the Debt, unless Indemnitee expressly elects in writing to make this Agreement additional
collateral or security for the Debt, which Indemnitee is entitled to do in its discretion. It is not necessary for an Event of Default
to have occurred for the Indemnified Parties to exercise their rights pursuant to this Agreement. Notwithstanding any provision of the
Loan Agreement, the obligations pursuant to this Agreement are exceptions to any non-recourse or exculpation provision of the Loan Agreement;
Indemnitor is fully and personally liable for such obligations, and such liability is not limited to the original or amortized principal
balance of the Loan or the value of the Property.
6. Survival.
The indemnity obligations and liabilities of Indemnitor under this Agreement shall fully survive indefinitely notwithstanding any termination,
satisfaction, assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a deed in lieu of foreclosure
of the Security Instrument. Notwithstanding the foregoing, the liabilities and obligations of Indemnitor hereunder shall not apply (i) to
the extent that any such liability or obligation has been adjudicated as final (and is not subject to appeal) to have arisen from, or
that Indemnitor can prove arose solely from, Hazardous Substances that: (a) were not present on the Property prior to the date (the
“Foreclosure Date”) that Indemnitee or its nominee acquired title to the Property, whether by foreclosure, exercise
of power of sale or otherwise (including a deed in lieu or as applicable, assignment in lieu, that has been accepted by Indemnitee or
its nominee) and (b) were not the result of any act or negligence of Indemnitor or any of Indemnitor’s affiliates, agents or
contractors; or (ii) for any events or matters to the extent that same arise or accrue after the date of a Mezzanine Control Event
(as defined below). For the purposes hereof, a “Mezzanine Control Event” shall mean the occurrence of any of the following
events: (i) the equity interests pledged by a Mezzanine Borrower to Mezzanine Lender are transferred in a public or private foreclosure
or disposition (including without limitation under Section 9-610 of the Uniform Commercial Code); (ii) the equity interests
pledged to Mezzanine Lender are accepted by Mezzanine Lender in full satisfaction of the Mezzanine Loan (including, without limitation,
pursuant to Section 9-621 of the Uniform Commercial Code); or (iii) Guarantor ceases to be in control of Borrower as a result
of the exercise by Mezzanine Lender of any remedies in the Mezzanine Loan Documents; provided in each instance of clause (i) or (ii) above,
the applicable Guarantor does not any longer own any beneficial interest (directly or indirectly) in Borrower. Notwithstanding the foregoing,
the continuing liability of Indemnitors hereunder shall terminate (other than with respect to (i) any outstanding unfulfilled obligations
or claims that have been made pursuant thereto and (ii) any Losses with respect to the Individual Property known as Terrell Mill
Village – Marietta, GA) on the date which is one (1) year after, as applicable, the Foreclosure Date or the date on which the
obligations of Borrower under the Loan Documents have been indefeasibly paid in full (the “Satisfaction Date”), provided
that such termination shall be further conditioned upon Indemnitee’s (or its servicer) receipt and reasonable approval of an updated
Phase I environmental assessment report (and a follow up Phase II environmental assessment report if required by the Phase I), which report
shall be dated, or last updated, to a date which is not earlier than the Satisfaction Date, showing no recognized environmental conditions
or other materially adverse environmental conditions that were not disclosed in the Environmental Report. For the avoidance of doubt,
the termination described in the preceding sentence shall not apply with respect to the Individual Property known as Terrell Mill Village
– Marietta, GA and the indemnity obligations and liabilities of Indemnitor under this Agreement with respect to such Individual
Property shall fully survive indefinitely.
For the purposes of this Agreement, “indefeasibly
paid” means with respect to the making of any payment on or in respect of the Debt, that such payment of such Debt has been paid
in full in cash (or that such payment of such Debt has been otherwise satisfied in a manner acceptable to the holders of the Debt in their
discretion), and such Debt is no longer subject to any recission, restoration, or return.
7. Interest.
Any amounts payable to any Indemnified Parties under this Agreement shall become immediately due and payable on demand and, if not paid
within thirty (30) days of such demand therefor, shall bear interest at the lesser of (a) the Default Rate or (b) the maximum
interest rate which Indemnitor may by law pay or the Indemnified Parties may charge and collect, from the date payment was due, provided
that the foregoing shall be subject to the provisions of the Loan Agreement.
8. Waivers.
(a) Indemnitor hereby waives (i) any right or claim of right to cause a marshaling of Indemnitor’s assets or to cause
Indemnitee or other Indemnified Parties to proceed against any of the security for the Loan before proceeding under this Agreement against
Indemnitor; (ii) and relinquishes all rights and remedies accorded by applicable law to indemnitors or guarantors, except any rights
of subrogation which Indemnitor may have, provided that the indemnity provided for hereunder shall neither be contingent upon the existence
of any such rights of subrogation nor subject to any claims or defenses whatsoever which may be asserted in connection with the enforcement
or attempted enforcement of such subrogation rights including any claim that such subrogation rights were abrogated by any acts of Indemnitee
or other Indemnified Parties; (iii) the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any
action or proceeding brought against or by Indemnitee or other Indemnified Parties; (iv) notice of acceptance hereof and of any action
taken or omitted in reliance hereon; (v) presentment for payment, demand of payment, protest or notice of nonpayment or failure to
perform or observe, or other proof, or notice or demand; and (vi) all homestead exemption rights against the obligations hereunder
and the benefits of any statutes of limitations or repose. Notwithstanding anything to the contrary contained herein, Indemnitor
hereby agrees to postpone the exercise of any rights of subrogation with respect to any collateral securing the Loan until the Loan shall
have been paid in full.
(b) Indemnitor
and Indemnitee hereby waive, to the fullest extent permitted by law, the right to trial by jury in any action, proceeding or counterclaim,
whether in contract, tort or otherwise, relating to this Agreement or any acts or omissions of any Indemnified Parties in connection therewith.
9. Subrogation.
Indemnitor shall take any and all reasonable actions, including institution of Legal Action against third parties, necessary or appropriate
to obtain reimbursement, payment or compensation from such Person responsible for the presence of any Hazardous Substances at, in, on,
under or migrating onto the Property or otherwise obligated by law to bear the cost. The Indemnified Parties shall be and hereby are subrogated
to all of Indemnitor’s rights now or hereafter in such claims.
10. Indemnitor’s
Representations and Warranties. Indemnitor represents and warrants (as of the date hereof) that (as to itself only):
(a) if
Indemnitor is a corporation, a limited liability company, a trust or partnership, it has the full corporate/ limited liability company/
partnership/ trust power and authority to execute and deliver this Agreement and to perform its obligations hereunder; the execution,
delivery and performance of this Agreement by Indemnitor has been duly and validly authorized; and all requisite corporate/ limited liability
company/ partnership/ trust action has been taken by Indemnitor to make this Agreement valid and binding upon Indemnitor;
(b) if
Indemnitor is a corporation, a limited liability company, a trust or partnership, its execution of, and compliance with, this Agreement
is in the ordinary course of business of Indemnitor and will not result in the breach of any term or provision of the charter, by-laws,
partnership, operating or trust agreement, or other governing instrument of Indemnitor or result in the breach of any term or provision
of, or conflict with or constitute a default under, or result in the acceleration of any obligation under, any agreement, indenture or
loan or credit agreement or other instrument to which Indemnitor or the Property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which Indemnitor or the Property is subject;
(c) to
Indemnitor’s actual knowledge, there is no action, suit, proceeding or investigation pending or threatened against it which, either
in any one instance or in the aggregate, would reasonably be expected to result in any material adverse change in the business, operations,
financial condition, properties or assets of Indemnitor, or in any material impairment of the right or ability of Indemnitor to carry
on its business substantially as now conducted, or in any material liability on the part of Indemnitor, or which would draw into question
the validity of this Agreement or of any action taken or to be taken in connection with the obligations of Indemnitor contemplated herein,
or which would be likely to impair materially the ability of Indemnitor to perform under the terms of this Agreement;
(d) [Intentionally
Omitted]
(e) to
the Indemnitor’s knowledge, no approval, authorization, order, license or consent of, or registration or filing with, any governmental
authority or other person, and no approval, authorization or consent of any other party is required in connection with this Agreement;
and
(f) subject
to general principles of equity and creditors’ rights, this Agreement constitutes a valid, legal and binding obligation of Indemnitor,
enforceable against it in accordance with the terms hereof.
11. No
Waiver. No delay by any Indemnified Party in exercising any right, power or privilege under this Agreement shall operate as a
waiver of any such privilege, power or right.
12. Notice
of Legal Actions. Each party hereto shall, within ten (10) Business Days of receipt thereof, give written notice to the other
party hereto of (i) any notice, advice or other written communication from any Governmental Authority or any source whatsoever with
respect to Hazardous Substances on, from or related to the Property which could reasonably be expected to materially and adversely affect
the Property, and (ii) any Legal Action brought against such party or so related to the Property, with respect to which Indemnitor
may have liability under this Agreement. Such notice shall comply with the provisions of Section 14 hereof.
13. Intentionally
Omitted.
14. Notices.
All notices or other written communications hereunder shall be made in accordance with (a) Section 10.6 of the Loan Agreement
in the case of Indemnitee and Borrower, and (b) the respective Guaranty Agreement executed by any Indemnitor other than Borrower
in the case of any such Indemnitor.
15. Counterparts.
This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which
together shall constitute a single Agreement.
16. No
Oral Change. This Agreement, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or
terminated orally or by any act or failure to act on the part of Indemnitor or any Indemnified Party, but only by an agreement in writing
signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.
17. Headings,
Etc. The headings and captions of various paragraphs of this Agreement are for convenience of reference only and are not to be
construed as defining or limiting, in any way, the scope or intent of the provisions hereof.
18. Number
and Gender/Successors and Assigns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine,
neuter, singular or plural as the identity of the Person referred to may require. Without limiting the effect of specific references in
any provision of this Agreement, the term “Indemnitor” shall be deemed to refer to each and every Person comprising
an Indemnitor from time to time, as the sense of a particular provision may require, and to include the heirs, executors, administrators,
legal representatives, successors and assigns of Indemnitor, all of whom shall be bound by the provisions of this Agreement, provided
that no obligation of Indemnitor may be assigned except with the written consent of Indemnitee. Each reference herein to Indemnitee shall
be deemed to include its successors and assigns. This Agreement shall inure to the benefit of the Indemnified Parties and their respective
successors and assigns.
19. Release
of Liability. Any one or more parties liable upon or in respect of this Agreement may be released without affecting the liability
of any party not so released.
20. Rights
Cumulative. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies which Indemnitee
has under the Note, the Security Instrument, the Loan Agreement or the other Loan Documents or would otherwise have at law or in equity.
21. Inapplicable
Provisions. If any term, condition or covenant of this Agreement shall be held to be invalid, illegal or unenforceable in any
respect, this Agreement shall be construed without such provision.
22. Governing
Law. The governing law and related provisions set forth in Section 10.3 of the Loan Agreement (including, any authorized
agent provisions thereof) are hereby incorporated by reference as if fully set forth herein (with Indemnitor substituted in all places
where Borrower appears thereunder) and shall be deemed fully applicable to Indemnitor hereunder. Indemnitor hereby certifies that it has
received and reviewed the Loan Agreement (including, Section 10.3 thereof). Indemnitor and Indemnitee submit to the jurisdiction
of any State or federal court sitting in the City, County and State of New York.
23. Waiver
of Jury Trial. TO THE FULLEST EXTENT NOW OR HEREAFTER PERMITTED BY APPLICABLE LAW, INDEMNITOR AND INDEMNITEE HEREBY AGREE
NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY
SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION
THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY INDEMNITOR AND INDEMNITEE, AND IS INTENDED TO ENCOMPASS
INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH RIGHT TO TRIAL BY JURY WOULD OTHERWISE ACCRUE. INDEMNITOR AND INDEMNITEE ARE HEREBY
AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.
24. Constituent
Members. Notwithstanding anything to the contrary contained in this Agreement, (i) no shareholder, member or partner in Indemnitor
(or any person or entity constituting same) or any Person that, directly or indirectly through one or more other partnerships, limited
liability companies, corporations or other entities is a shareholder, member or partner in Indemnitor (or any person or entity constituting
same) or owns an interest in Indemnitor (or any person or entity constituting same) (each a “Constituent Member”) shall have
any personal liability, directly or indirectly, under or in connection with this Agreement, and Indemnitee hereby waives any and all such
personal liability, and (ii) no recourse shall be had for the payment of any amounts owed hereunder, or for any claim based on this
Agreement against any Constituent Member, any of their respective successors and assigns, or any of the assets of any Constituent Member,
it being expressly understood that the sole remedy of Indemnitee or any other Indemnified Party with respect to such amounts and claims
shall be against Indemnitor and the assets of Indemnitor.
25. Replacement
Guarantor. Notwithstanding anything to the contrary contained herein, Guarantor shall have the right to be released hereunder
so long as Guarantor’s obligations hereunder are assumed by a Qualified Replacement Guarantor as and when provided in, and subject
to, the applicable terms and conditions of the Loan Agreement, and upon such assumption, Guarantor shall be automatically released from
its liabilities and obligations hereunder to the extent relating to matters first arising after, and to the extent expressly assumed by
such Qualified Replacement Guarantor, prior to, the date of such assumption. In connection with the foregoing, promptly upon request from
Guarantor, Indemnitee shall provide to Guarantor a signed written release of Guarantor’s obligations hereunder in a commercially
reasonable form, provided that the delivery (or non-delivery) of such written release shall have no effect on the automatic release provided
for hereunder.
26. Miscellaneous.
(a) Wherever pursuant to this Agreement (i) Indemnitee exercises any right given to it to approve or disapprove, (ii) any
arrangement or term is to be satisfactory to Indemnitee, or (iii) any other decision or determination is to be made by Indemnitee,
the decision of Indemnitee to approve or disapprove, all decisions that arrangements or terms are satisfactory or not satisfactory and
all other decisions and determinations made by Indemnitee, shall be in the sole and absolute discretion of Indemnitee, except as may
be otherwise expressly and specifically provided herein. Notwithstanding anything to the contrary contained herein, to the extent Indemnitee’s
prior approval is required as set forth in this Agreement, such approval shall be deemed given if the first correspondence from Borrower
to Indemnitee requesting such approval contains a conspicuous legend at the top of the first page thereof stating that “THIS
IS A REQUEST FOR APPROVAL. IF YOU FAIL TO APPROVE OR DISAPPROVE SUCH REQUEST IN WRITING WITHIN SEVEN (7) BUSINESS DAYS, BORROWER
MAY DELIVER A DEEMED APPROVAL NOTICE”, and any customary information and documents in Borrower’s possession reasonably
requested by Indemnitee in writing prior to the expiration of such seven (7) Business Day period in order to adequately review the
same has been delivered to Indemnitee and, if Indemnitee fails to approve or disapprove in writing within the seven (7) Business
Day period, a second notice is delivered to Indemnitee from Borrower in an envelope marked “PRIORITY” requesting approval
containing a conspicuous legend at the top of the first page thereof stating that “THIS IS A REQUEST FOR APPROVAL. IF YOU
FAIL TO APPROVE OR DISAPPROVE SUCH REQUEST IN WRITING WITHIN THREE (3) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN”
and Indemnitee fails to approve or disapprove within the three (3) Business Day period.
(b) Wherever
pursuant to this Agreement it is provided that Indemnitor pay any costs and expenses, such costs and expenses shall include reasonable
out-of-pocket legal fees and disbursements of Indemnitee.
(c) Notwithstanding
anything to the contrary contained in this Agreement, Indemnitor shall not be liable for any punitive, exemplary, special or consequential
damages or diminution in value under any provision of this Agreement that would otherwise impose liability on Indemnitor for such damages.
(d) If
Indemnitor consists of more than one person or party, the obligations and liabilities of each such person or party hereunder shall be
joint and several.
(e) The
following rules of construction shall be applicable for all purposes of this Agreement and all documents or instruments supplemental
hereto, unless the context otherwise clearly requires:
| (i) | The terms “include,” “including” and similar terms shall be construed as if followed
by the phrase “without being limited to”; |
| (ii) | The term “or” has, except where otherwise indicated, the inclusive meaning represented by
the phrase “and/or”; |
| (iii) | The words “hereof,” “herein,” “hereby,” “hereunder,” and
similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision or section of this Agreement; |
| (iv) | An Event of Default shall “continue” or be “continuing” until such Event of Default
has been waived in writing by Indemnitee; and |
| (v) | No inference in favor of or against any party shall be drawn from the fact that such party has drafted
any portion hereof or any other Loan Document. |
[NO FURTHER TEXT ON THIS PAGE]
IN WITNESS WHEREOF, this Agreement
has been executed by Indemnitor as of the day and year first above written.
INDEMNITOR:
|
ARC LCROWTX001, LLC
ARC SWHOUTX001, LLC
ARC CTCHRNC001, LLC
ARC QSOKCOK001, LLC
ARG NRTAMFL001, LLC
ARG PSREYOH001, LLC
ARG WCSALNC001, LLC
ARG WSCLAIN001, LLC
ARG EMEVGIL001, LLC
ARG CALAFLA001, LLC
ARG SCROCNC001, LLC
ARG TMMARGA001, LLC
ARG SVJEFMO001, LLC
ARG FTFTWIN001, LLC
ARG CCCARPA001, LLC
ARG TCHATMS001, LLC
ARG HTMANWI001, LLC
ARG OTOWEKY001, LLC
ARG LSSALMD001, LLC
ARG PCGROOH001, LLC
ARG HCHOULA001, LLC
ARG LMLAWOK001, LLC
ARG DMDERKS001, LLC
ARG TVLOUTN001, LLC
ARG MPELYOH001, LLC
ARG NLGAIGA001, LLC
ARG WASUMSC001, LLC
ARC NWNCHSC001, LLC
ARG VPALBNM001,
LLC,
each a Delaware limited liability company
|
|
By: |
|
|
Name: Michael R. Anderson |
|
Title: Authorized Signatory for each entity |
|
listed above |
[Signatures continue on the following page]
Environmental
Indemnity Agreement (Post-Merger)
|
INDEMNITOR: |
|
|
|
GLOBAL NET LEASE, INC., a Maryland corporation |
|
|
|
|
|
By: |
|
|
Name: Christopher Masterson |
|
Title: Chief Financial Officer |
Environmental
Indemnity Agreement (Post-Merger)
SCHEDULE I
Borrower |
Property |
Property Address |
ARC LCROWTX001, LLC |
Liberty Crossing – Rowlett, TX |
5601, 5701-5709 President George Bush Highway, Rowlett, TX |
ARC SWHOUTX001, LLC |
Southway Shopping Center – Houston, TX |
8000-8230 South Gessner Drive, Houston, TX |
ARC CTCHRNC001, LLC |
The Centrum – Pineville, NC |
10200, 10400, 10404, 10408, 10412, 10416, 10420, 10500, 10610 Centrum Parkway, Pineville, NC |
ARC QSOKCOK001, LLC |
Village at Quail Springs – Oklahoma City, OK |
2201 and 2135 West Memorial Road, Oklahoma City, OK |
ARG NRTAMFL001, LLC |
Nordstrom Rack – Tampa, FL |
1702 North Dale Mabry Highway, Tampa, FL |
ARG PSREYOH001, LLC |
PetSmart & Old Navy - Reynoldsburg, OH |
2389-2409 Taylor Park Drive, Reynoldsburg, OH |
ARG WCSALNC001, LLC |
Wallace Commons - Salisbury, NC |
1311, 1317, 1321, 1325, 1333, 1345, 1349, 1371 and 1395 Klumac Road, Salisbury, NC |
ARG WSCLAIN001, LLC |
Waterford Park South - Clarksville, IN |
1020 and 1040 Veterans Parkway, Clarksville, IN |
ARG EMEVGIL001, LLC |
Evergreen Marketplace - Evergreen Park, IL |
9140, 9142, 9144 South Western Avenue, Evergreen Park, IL |
ARG CALAFLA001, LLC |
Crossroads Annex - Lafayette, LA |
609 Settlers Trace Boulevard, Lafayette, LA |
ARG SCROCNC001, LLC |
Sutters Creek - Rocky Mount, NC |
750, 760, 794 Sutters Creek Boulevard, Rocky Mount, NC |
ARG TMMARGA001, LLC |
Terrell Mill Village - Marietta, GA |
1453 Terrell Mill Road Southeast, Marietta, GA |
ARG SVJEFMO001, LLC |
Stoneridge Village - Jefferson City, MO |
707, 731, 735, 739 Stoneridge Parkway, Jefferson City, MO |
ARG FTFTWIN001, LLC |
FreshThyme & DSW - Fort Wayne, IN |
4302-4320 Coldwater Road, Fort Wayne, IN |
ARG CCCARPA001, LLC |
Carlisle Crossing - Carlisle, PA |
202, 214, 230-238, 248-266, 299 Westminster Drive, Carlisle, PA |
ARG TCHATMS001, LLC |
The Ridge at Turtle Creek - Hattiesburg, MS |
6169, 6173 and 6175 US Highway 98, Hattiesburg, MS |
ARG HTMANWI001, LLC |
Harbor Town Center - Manitowoc, WI |
4125, 4140, 4144 Harbor Town Lane, 4411, 4421 Dewey Street, 4450 Calumet Avenue, Manitowoc, WI |
ARG OTOWEKY001, LLC |
Owensboro Town Center - Owensboro, KY |
5099, 5101, 5115, 5135, 5241 Frederica Street, Owensboro, KY |
ARG LSSALMD001, LLC |
Lord Salisbury Center - Salisbury, MD |
2637, 2639, 2641, 2649, 2653, 2657 North Salisbury Boulevard, Salisbury, MD |
ARG PCGROOH001, LLC |
Parkway Centre South - Grove City, OH |
1701-1751 Stringtown Road, Grove City, OH |
ARG HCHOULA001, LLC |
Houma Crossing - Houma, LA |
1779, 1781, 1783 and 1785 Martin Luther King Jr. Boulevard, Houma, LA |
ARG LMLAWOK001, LLC |
Lawton Marketplace - Lawton, OK |
1726, 1732, 1806, 1824, 1832, 1906, 1912, 1920, 1926, 2004, 2006, 1836, 1948, 2136 and 1754-1772 Northwest 82nd Street, Lawton, OK |
ARG DMDERKS001, LLC |
Derby Marketplace - Derby, KS |
1712, 1800, 1812 North Rock Road, Derby, KS |
ARG TVLOUTN001, LLC |
Tellico Village - Loudon, TN |
101 Cheeyo Way, Loudon, TN |
ARG MPELYOH001, LLC |
Mattress Firm & Panera Bread - Elyria, OH |
38295 – 38305 Chestnut Ridge Road, Elyria, OH |
ARG NLGAIGA001, LLC |
North Lake Square - Gainesville, GA |
1122, 1134, 1146, 1150, 1154, 1160 Dawsonville Highway, Gainesville, GA |
ARG WASUMSC001, LLC |
Walmart Neighborhood Market -
Summerville, SC |
10635, 10645, 10655 Dorchester Road, Summerville, SC |
ARC NWNCHSC001, LLC |
Northwoods Marketplace – North
Charleston, SC |
7612 and 7620 Rivers Avenue, North Charleston, SC |
ARG VPALBNM001, LLC |
Ventura Place - Albuquerque, NM |
8810, 8850, 8900 Holly Avenue NE, Albuquerque, NM |
Exhibit 10.10
Execution Version
REGISTRATION RIGHTS AND STOCKHOLDERS AGREEMENT
This REGISTRATION RIGHTS
AND STOCKHOLDERS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement”),
dated as of September 12, 2023, is made and entered into by and between Global Net Lease, Inc., a Maryland corporation (the “Company”),
AR Global Investments, LLC, a Delaware limited liability company (“AR Global”), Global Net Lease Special Limited Partnership,
LLC, a Delaware limited liability company (“GNL SLP”), Necessity Retail Space Limited Partner, LLC, a Delaware limited
company (“RTL SLP”) and those additional holders identified on Schedule A hereto (collectively with AR Global, GNL
SLP, and RTL SLP, the “Holders” and each, a ”Holder”), and shall become effective at the Effective
Time, as defined herein.
Recitals
WHEREAS, pursuant to that
certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 23, 2023, by and among GNL Advisor Merger
Sub LLC, a Delaware limited liability company (the “GNL Advisor Sub”), GNL PM Merger Sub LLC, a Delaware limited liability
company (the “GNL PM Sub”), RTL Advisor Merger Sub LLC, a Delaware limited liability company (the “RTL Advisor
Sub”), RTL PM Merger Sub LLC, a Delaware limited liability company (the “RTL PM Sub”), the Company, Global
Net Lease Operating Partnership, L.P., a Delaware limited partnership, The Necessity Retail REIT, Inc., a Maryland corporation, and The
Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership on the one hand, and AR Global, GNL SLP, RTL SLP, Global
Net Lease Advisors, LLC, a Delaware limited liability company (the “GNL Advisor”), Global Net Lease Properties, LLC,
a Delaware limited liability company (the “GNL Property Manager”), Necessity Retail Advisors, LLC, a Delaware limited
liability company (the “RTL Advisor”), and Necessity Retail Properties, LLC, a Delaware limited liability company (the
“RTL Property Manager”) on the other hand, (i) GNL Advisor Sub merged with and into GNL Advisor, with GNL Advisor
being the surviving entity (the “GNL Advisor Merger”), (ii) GNL PM Sub merged with and into GNL Property Manager, with
GNL Property Manager being the surviving entity (the “GNL PM Merger”), (iii) RTL Advisor Sub merged with and into RTL
Advisor, with RTL Advisor being the surviving entity (the “RTL Advisor Merger”), and (iv) RTL PM Sub merged with and
into RTL Property Manager, with RTL Property Manager being the surviving entity (the “RTL PM Merger”) (collectively,
the GNL Advisor Merger, GNL PM Merger, RTL Advisor Merger, and RTL PM Merger are referred to as the “Internalization Merger”);
WHEREAS, pursuant to the
Internalization Merger, each outstanding membership interest of GNL Advisor, GNL Property Manager, RTL Advisor, and RTL Property Manager
will be converted into the right to receive the Merger Consideration (as defined in the Merger Agreement);
WHEREAS, as of the Effective
Time, the Holders will receive, in the aggregate, 29,614,825 shares of common stock, $0.01 par value per share (the “Common Stock”),
of the Company in the Internalization Merger;
WHEREAS, the Company desires
to enter into this Agreement with the Holders in order to grant the Holders the registration rights contained herein from and after the
closing of the Internalization Merger.
Agreement
NOW, THEREFORE, in consideration
of the mutual representations, warranties, covenants and agreements contained in this Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Holders hereby agree as follows:
ARTICLE 1
DEFINED TERMS
Section 1.1. Defined
Terms. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms
used in this Agreement.
“Affiliate”
of a Person means any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is
under common control with, such Person. The term “control” (including the terms “controlling”, “controlled
by” and “under common control with”) means the possession, direct or indirect, 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. For clarity,
as of the date of this Agreement, (i) “Affiliate” includes Nicholas Schorsch, and (ii) the number of shares of Common Stock
held by the Holders and their Affiliates is attached to this Agreement as Attachment A.
“Automatic Shelf
Registration Statement” means an “Automatic Shelf Registration Statement,” as defined in Rule 405 under the
Securities Act.
“Block Trade”
means any non-marketed underwritten offering taking the form of a block trade to a financial institution, “qualified institutional
buyer” (as defined in Rule 144A under the Securities Act) or institutional “accredited” investor (as defined in
Rule 501(a) of Regulation D under the Securities Act), bought deal, over-night deal or similar transaction through a broker,
sales agent or distribution agent, whether as agent or principal, that does not include “road show” presentations to potential
investors requiring substantial marketing effort from management over multiple days, the issuance of a “comfort letter” by
the Company’s auditors, or the issuance of a legal opinion by the Company’s legal counsel.
“Board”
means the Board of Directors of the Company.
“Business Day”
means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law
to be closed.
“Commission” means
the U.S. Securities and Exchange Commission.
“Effective Time”
means the effective time of the Internalization Merger.
“Exchange Act”
means the U.S. Securities Exchange Act of 1934, as amended from time to time (or any corresponding provision of succeeding law), and the
rules and regulations thereunder.
“Minimum Ownership
Amount” means a number of shares of Common Stock equal to 10% of the Common Stock outstanding from time to time.
“Opt-Out Notice”
means a notice delivered by the Holders to the Company instructing the Company not to deliver any notices with respect to any Piggyback
Registration, which notice shall be effective for the term specified therein.
“Person”
means any individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization
or other governmental or legal entity.
“Prospectus”
means any prospectus or prospectuses included in, or relating to, any Registration Statement (including without limitation, any prospectus
subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the Securities Act and any term sheet filed pursuant to Rule 434
under the Securities Act), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Shares covered by such Registration Statement and by all other amendments and supplements to the prospectus, including
post-effective amendments and all material incorporated by reference or deemed to be incorporated by reference in such prospectus or prospectuses.
“Registrable Shares”
with respect to each Holder, means at any time (i) any Common Stock beneficially owned by such Holder and (ii) any Common Stock
issued or issuable with respect to any securities described in clause (i) above by way of a share distribution or share split or
in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization,
merger, consolidation, other reorganization or other similar event with respect to the Common Stock (it being understood that, for purposes
of this Agreement, such Holder shall be deemed to be a holder of Registrable Shares whenever such Holder has the right to then acquire
or obtain from the Company any Registrable Shares, whether or not such acquisition has actually been effected); provided, however,
that Registrable Shares shall cease to be Registrable Shares with respect to such Holder upon the earliest to occur of (A) when such
Registrable Shares shall have been disposed of pursuant to an effective Registration Statement under the Securities Act or pursuant to
Rule 144 under the Securities Act, (B) when all of such Holder’s Registrable Shares may be sold without restriction or
pursuant to Rule 144(b) under the Securities Act and such Holder, together with its Affiliates, owns less than 5% of the outstanding
shares of Common Stock, or (C) when such Holder’s Registrable Shares shall have ceased to be outstanding.
“Registration Expenses”
means any and all fees and expenses incident to the performance of or compliance with this Agreement, which shall be borne and paid by
the Company as provided below, whether or not any Registration Statement is filed or becomes effective, including, without limitation:
(i) all registration, qualification and filing fees (including fees and expenses with respect to (A) filings required to be
made with the Commission and the U.S. Financial Industry Regulatory Authority and (B) compliance with securities or “blue sky”
laws), (ii) typesetting and printing expenses, (iii) internal expenses of the Company (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting duties), (iv) the fees and expenses incurred in connection
with the listing of the Registrable Shares, (v) the fees and disbursements of legal counsel for the Company and customary fees and
expenses for independent certified public accountants retained by the Company, and any transfer agent and registrar fees and (vi) the
reasonable fees and expenses of any special experts retained by the Company; provided, however, that “Registration Expenses”
shall not include, and the Company shall not have any obligation to pay, any underwriting fees, discounts, commissions, or taxes (including
transfer taxes) attributable to the sale of securities by the Holders, or any legal fees and expenses of counsel to the Holders and any
underwriter engaged by the Holders or any other expenses incurred in connection with the performance by the Holders of their obligations
under the terms of this Agreement.
“Registration Statement”
means any registration statement of the Company filed with the Commission under the Securities Act which permits the public offering of
any of the Registrable Shares pursuant to the provisions of this Agreement, including any Prospectus, amendments and supplements to such
Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference or deemed to be
incorporated by reference in such Registration Statement.
“Securities Act”
means the U.S. Securities Act of 1933, as amended from time to time (or any corresponding provision of succeeding law), and the rules and
regulations thereunder.
“Transfer”
means any offer, sale, assignment, encumbrance, pledge, grant of a security interest, hypothecation, disposition or other transfer (by
operation of law or otherwise), either voluntary or involuntary, or entry into any contract, option or other arrangement or understanding
with respect to any offer, sale, assignment, encumbrance, pledge, grant of a security interest, hypothecation, disposition or other transfer
(by operation of law or otherwise), of any Registrable Shares or interest in Registrable Shares.
ARTICLE 2
REGISTRATION RIGHTS
Section 2.1. Shelf
Registration. The Company shall file or cause to be filed, as soon as practicable after the date of this Agreement, with the Commission
a Registration Statement on Form S-3 (which shall be, if the Company is then eligible, an Automatic Shelf Registration Statement), or
if the Company is ineligible to use Form S-3, a Registration Statement on Form S-1, providing for the registration of, and the sale by
the Holders of, all of the Registrable Shares held by the Holders at the time of such filing on a continuous or delayed basis by the Holders,
from time to time in accordance with the methods of distribution elected by the Holder, pursuant to Rule 415 under the Securities
Act or any similar rule that may be adopted by the Commission; provided, however, that the Holders acknowledge and agree that,
pursuant to Section 3.3 of this Agreement, it is subject to certain restrictions on transfer of the Registrable Shares issued
pursuant to the Internalization Merger. The Company will use its reasonable best efforts to cause the Registration Statement to be declared
effective by the Commission as soon as practicable after the filing thereof. To the extent that the Company has an effective shelf registration
statement on file and it is effective with the Commission at the time the Company is going to file a Registration Statement hereunder,
the Company may (but will not be required to) instead file a prospectus supplement or post-effective amendment, as applicable, to include
in such shelf registration statement the Registrable Shares to be registered pursuant to this Agreement (in such a case, such prospectus
supplement or post-effective amendment together with the previously filed shelf registration statement will be considered the Registration
Statement).
Section 2.2. Effectiveness.
The Company shall use its reasonable best efforts to keep each Registration Statement continuously effective (or in the event a Registration
Statement expires pursuant to Rule 415(a)(5) under the Securities Act, file a replacement Registration Statement and keep such
replacement Registration Statement effective) for the period beginning on the date on which the Registration Statement is declared or
becomes effective and ending on the earlier of (i) the date on which all Registrable Shares may be resold without volume or manner of
sale limitations pursuant to Rule 144 and (ii) the date that all Registrable Shares registered thereunder have been disposed of or withdrawn.
Section 2.3. Notification
and Distribution of Materials. The Company shall notify the Holders of the effectiveness of any Registration Statement applicable
to the Registrable Shares and shall furnish to the Holders such number of copies of such Registration Statement (including any amendments,
supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments and supplements,
if any) and any documents incorporated by reference in such Registration Statement or such other documents as the Holders may reasonably
request in order to facilitate the sale of the Registrable Shares in the manner described in such Registration Statement.
Section 2.4. Amendments
and Supplements. During the period that a Registration Statement is effective, the Company shall prepare and file with the Commission
from time to time such amendments and supplements to such Registration Statement and Prospectus used in connection therewith as may be
necessary to keep such Registration Statement (or a successor Registration Statement filed with respect to such Registrable Shares) effective
and to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Shares covered thereby. The
Company shall file, as promptly as practicable (in any event, within twenty (20) Business Days), any supplement or post-effective amendment
to a Registration Statement to add Registrable Shares to any shelf Registration Statement as is reasonably necessary to permit the sale
of the Holders’ Registrable Shares pursuant to such Registration Statement. The Company shall furnish to and afford the Holders
a reasonable opportunity to review and comment on all amendments and supplements proposed to be filed to a Registration Statement (in
each case at least two (2) Business Days prior to such filing). The Company shall use its reasonable best efforts to have such supplements
and amendments declared effective, if required, as soon as practicable after filing. The Holders agree to deliver such notices, questionnaires
and other information as the Company may reasonably request in writing, if any, to the Company within fifteen (15) Business Days after
such request.
Section 2.5. Underwritten Offerings.
(a) The
Holders may request, by written notice to the Company, that the Company cooperate with the Holders in any underwritten offering of Registrable
Shares initiated by the Holders under a Registration Statement. The Company agrees to reasonably cooperate with any such request for an
underwritten offering and to take all such other reasonable actions in connection therewith, including entering into such agreements (including
an underwriting agreement in form, scope and substance as is customary for similar underwritten offerings) and taking all such other reasonable
actions in connection therewith in order to expedite or facilitate the disposition of Registrable Shares included in such underwritten
offering, including (i) making such representations and warranties to the underwriters with respect to the business of the Company
and the Registration Statement and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in
form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings by selling stockholders; (ii) obtaining
customary opinions and negative assurance letters of counsel to the Company; (iii) obtaining customary “cold comfort”
letters and updates thereof from the independent registered public accountants of the Company (to the extent permitted by applicable accounting
rules and guidelines); and (iv) filing any supplements to the Registration Statement and Prospectus as may be necessary in order
to enable the Registrable Shares to be distributed in the underwritten offering.
(b) If
the Holders desire to engage in a Block Trade or bought deal pursuant to a shelf Registration Statement (either through filing an Automatic
Shelf Registration Statement or through a take-down from an already existing shelf Registration Statement), then notwithstanding the time
periods set forth in Section 2.4, the Holders may notify the Company of the Block Trade not less than five (5) Business Days
prior to the day such offering is first anticipated to commence. If requested by the Holders, the Company will use its reasonable best
efforts to facilitate such Block Trade or bought deal (which may close as early as two (2) Business Days after the date it commences).
Section 2.6. Piggyback Registration.
(a) Piggyback
Rights. From and after the Effective Time, unless the Holders have delivered to the Company an Opt-Out Notice (and only for so long
as such Opt-Out Notice is effective pursuant to the terms set forth therein), if the Company proposes to conduct a registered offering
of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common equity
securities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into common equity securities
of the Company, for its own account (but not for the account of other stockholders of the Company), other than a Registration Statement
(or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) for
an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that
is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, (v) in connection with an “at-the-market”
offering or similar continuous offering program, (vi) filed on Form S-4 in connection with
an acquisition; or (vii) for a Block Trade, then the Company shall give written notice of such proposed offering to the Holders not
less than three (3) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten
offering pursuant to a shelf Registration Statement, the launch date of such offering, which notice shall (A) describe the amount
and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing
underwriter or underwriters, if any and if known, in such offering, and (B) offer to the Holders the opportunity to include in such
registered offering such number of Registrable Shares as the Holders may request in writing within three (3) Business Days after
receipt of such written notice (such registered offering, a “Piggyback Registration”). The Company shall cause such
Registrable Shares to be included in such Piggyback Registration and the managing underwriter or underwriters of a proposed underwritten
offering to permit the Registrable Shares requested by the Holders pursuant to this Section 2.6(a) to be included in a Piggyback
Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit
the sale or other disposition of such Registrable Shares in accordance with the intended method(s) of distribution thereof. The inclusion
of the Holders’ Registrable Shares in a Piggyback Registration shall be subject to the Holders’ agreement to abide by the
terms of Section 3.2 below.
(b) Reduction
of Piggyback Registration. If the managing underwriter or underwriters in an underwritten offering that is to be a Piggyback Registration,
in good faith, advises the Company and the Holders, in each case, participating in the Piggyback Registration in writing that the dollar
amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the
Common Stock or other equity securities, if any, as to which registration or a registered offering has been demanded pursuant to separate
written contractual arrangements with Persons other than the Holders hereunder and (ii) the Registrable Shares, if any, as to which
registration has been requested pursuant to this Section 2.6, exceeds the maximum dollar amount or maximum number of equity securities
that can be sold in the underwritten offering without adversely affecting the proposed offering price, the timing, the distribution method,
or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum
Number of Securities”), then the Company shall include in any such registration (A) first, the Common Stock or other equity
securities that the Company desires to sell and (B) second, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clause (A), the Common Stock or other equity securities, if any, as to which registration has been requested pursuant
to written contractual piggyback registration rights of stockholders of the Company, including the Registrable Shares of the Holders exercising
their rights to register its Registrable Shares pursuant to Section 2.6(a) (pro rata based on the number of securities
then owned by such Holder), which can be sold without exceeding the Maximum Number of Securities.
(c) Piggyback
Registration Withdrawal. The Holders shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever
upon written notification to the Company and the underwriter or underwriters (if any) of such Holder’s intention to withdraw from
such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback
Registration or, in the case of a Piggyback Registration pursuant to a shelf Registration Statement, the filing of the applicable “red
herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The
Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written
contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which,
in no circumstance, shall include shelf registration statement) at any time prior to the effectiveness of such Registration Statement.
Section 2.7. New
York Stock Exchange. The Company shall file any necessary listing applications or amendments to the existing applications to cause
the Registrable Shares registered under any Registration Statement to be then listed or quoted on the New York Stock Exchange or such
other primary exchange or quotation system on which the Common Stock is then listed or quoted.
Section 2.8. Notice of Certain
Events.
(a) The
Company shall promptly notify the Holders in writing of the filing of any Registration Statement or Prospectus, amendment or supplement
related thereto or any post- effective amendment to a Registration Statement and the effectiveness of any post-effective amendment; provided, however,
that this Section 2.8(a) shall not apply to (i) an amendment or supplement relating solely to securities other than
the Registrable Shares, and (ii) an amendment or supplement by means of an Annual Report on Form 10-K, a Quarterly Report on
Form 10-Q, a Proxy Statement on Schedule 14A, a Current Report on Form 8-K or a Registration Statement on Form 8-A
or any amendments thereto filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference
into a Registration Statement or Prospectus.
(b) At
any time when a Prospectus relating to a Registration Statement is required to be delivered under the Securities Act by the Holders to
a transferee, the Company shall promptly notify the Holders of the happening of any event as a result of which the Company believes the
Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading. In such event, the Company shall promptly prepare and, if applicable, furnish to the Holders a reasonable
number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers
of Registrable Shares sold under the Prospectus, such Prospectus shall not include an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they
are made, not misleading. The Company shall, if necessary, promptly amend the Registration Statement of which such Prospectus is a part
to reflect such amendment or supplement. The Holders agree that, upon receipt of any notice from the Company of the occurrence of an event
as set forth above, the Holders will forthwith discontinue disposition of Registrable Shares pursuant to any Registration Statement covering
such Registrable Shares until the Holders’ receipt of written notice from the Company that the use of the Registration Statement
may be resumed. The Holders also agree that they will treat as confidential the receipt of any notice from the Company of the occurrence
of an event as set forth above and shall not disclose or use the information contained in such notice without the prior written consent
of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result
of disclosure by the Holders in breach of the terms of this Agreement, or as required by law, regulation, governmental order or subpoena.
Section 2.9. In-Kind
Distributions. If any Holder seeks to effectuate an in-kind distribution of all of part of the Registrable Shares to its direct or
indirect equityholders, the Company will work with such Holder to facilitate such in-kind distribution in the manner reasonably requested
and consistent with the Company’s obligations under the Securities Act.
ARTICLE 3
SALE AND TRANSFER RESTRICTIONS
Section 3.1. Suspension of
Registration Requirements.
(a) The
Company shall promptly notify the Holders in writing of the issuance by the Commission or any state instrumentality of any stop order
suspending the effectiveness of a Registration Statement with respect to the Holders’ Registrable Shares or the initiation of any
proceedings for that purpose. The Company shall use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness
of such a Registration Statement as promptly as practicable after the issuance thereof.
(b) Notwithstanding
anything to the contrary set forth in this Agreement, the Company may postpone the filing or the effectiveness of a Registration Statement
or suspend the use of a prospectus that is part of a shelf Registration Statement (and therefore suspend sales of the Registrable Shares
off the shelf Registration Statement) as the Company may reasonably determine necessary and advisable (but in no event more than two times
in any rolling 12-month period commencing on the date of this Agreement or more than 60 consecutive days (the “Suspension Period”))
in the event of pending negotiations relating to, or consummation of, a material transaction or the occurrence of a material event that,
in the Company’s reasonable determination, (i) would require additional disclosure of material non-public information by the
Company in the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality,
and the premature disclosure of which would adversely affect the Company, or (ii) render the Company unable to comply with Commission
requirements (any such circumstances being hereinafter referred to as a “Suspension Event”). In case of a Suspension
Event, the Company will give a notice to the Holders (a “Suspension Notice”) to suspend sales of the Registrable Shares
and such notice must state generally the basis for the notice and that such suspension will continue only for so long as the Suspension
Event or its effect is continuing. The Holders agree not to effect any sales of their Registrable Shares pursuant to the Registration
Statement (or related filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of
Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or related
filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End
of Suspension Notice will be given by the Company to the Holders promptly following the conclusion of any Suspension Event (and in any
event during the permitted Suspension Period). The Holders agree that they will treat as confidential the receipt of any Suspension Notice
from the Company of the occurrence of an event as set forth above and shall not disclose or use the information contained in such notice
without the prior written consent of the Company until the End of Suspension Notice.
Section 3.2. Blackout
Period. The Holders further agree, if requested by the managing underwriter or underwriters in an underwritten offering, not to effect
any disposition of any of the Registrable Shares during the period (the “Offering Blackout Period”) beginning upon
receipt by the Holders of written notice from the Company, but in any event no earlier than the fifteenth (15th) day preceding
the anticipated date of pricing of such underwritten offering, and ending no later than ninety (90) days after the closing date of such
underwritten offering, and in no event for any longer period of time than is applicable to the Company’s directors and officers
in connection with such underwritten offering; provided, however, that the Holders shall not be required to observe
or comply with the Offering Blackout Period if the Holders are not disposing of any of their Registrable Share in such underwritten offering; provided, further,
that such lockup shall not prohibit the Holders from pledging their Registrable Shares pursuant to a bona fide margin loan or prevent
the lender from exercising foreclosure remedies pursuant to such loan. Such Offering Blackout Period notice shall be in writing in a form
reasonably satisfactory to the Company and the managing underwriter or underwriters. The Holders will maintain the confidentiality of
any information included in such notice delivered by the Company unless otherwise required by law, regulation, governmental order or subpoena.
Section 3.3. Lock-Up
Period.
(a) No
Holder may Transfer any shares of Common Stock that were issued pursuant to the Internalization Merger (“Internalization Shares”)
on or before the date that is six (6) months from the Effective Time (the “Lock-Up Termination Date”), other than Transfers
(i) permitted by Section 3.3(b) of this Agreement or (ii) with the prior written consent of the Company.
(b) Notwithstanding
anything in Section 3.3(a) to the contrary, beginning on the date that is thirty (30) days following the Effective Time, the Holders
shall be permitted to Transfer Internalization Shares in transactions generating net proceeds of up to $85 million in the aggregate without
regard to the transfer restrictions in Section 3.3(a); provided, that, during any three (3)-month period, the amount of Internalization
Shares Transferred by the Holders in the aggregate shall not exceed the greater of (x) one percent (1%) of the then outstanding shares
of Common Stock or (y) the average weekly reported trading volume of the Common Stock during the four (4) weeks preceding the date of
such Transfer.
ARTICLE 4
BOARD NOMINATION RIGHT
Section 4.1. Board
Nomination Right.
(a) Subject
to Section 4.1(b), beginning at the first election of directors after both James L. Nelson and Edward M. Weil, Jr. are no longer
serving on the Board (and for each annual election thereafter), the Holders shall have the right to designate for nomination by the Board
one individual who is (x) not affiliated with the Holders and (y) satisfies the independence standards under Section 303A of the New York
Stock Exchange Listed Company Manual.
(b) The
Holders’ right to designate a director for nomination to the Board in accordance with Section 4.1(a) shall only apply during
such time that the Holders and their Affiliates collectively satisfy the Minimum Ownership Amount. If the Holders and their Affiliates
cease to satisfy the Minimum Ownership Amount, then the Holders’ right to nominate an individual for the Board under this Agreement
shall immediately terminate.
ARTICLE 5
INDEMNIFICATION
Section 5.1. Indemnification
by the Company. The Company agrees to indemnify and hold harmless the Holders, and the respective officers, directors, direct or indirect
owners, members, managers, partners, affiliates, accountants, attorneys, trustees, employees, representatives and agents of the Holders,
and each Person (a “Controlling Person”), if any, who controls (within the meaning of Section 15(a) of the
Securities Act or Section 20(a) of the Exchange Act) any of the foregoing Persons, as follows (to the fullest extent permitted
by applicable law):
(a) from
and against any and all costs, losses, liabilities, obligations, claims, damages, judgments, fines, penalties, awards, actions, other
liabilities and expenses whatsoever (the “Liabilities”), as incurred by any of them, arising out of or in connection
with (A) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment
or supplement thereto) pursuant to which Registrable Shares were registered under the Securities Act, including all documents incorporated
therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make
the statements therein not misleading, or (B) any untrue statement or alleged untrue statement of a material fact contained in any
Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom at such date of a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(b) from
and against any and all Liabilities, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement
or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the prior
written consent of the Company; and
(c) from
and against any and all legal or other expenses whatsoever, as incurred (including the reasonable fees and disbursements of one counsel
chosen by any indemnified party) in investigating, preparing or defending against any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (a) or (b) above; provided, however,
that this indemnity agreement shall not apply to any Liabilities to the Holders or their Controlling Persons to the extent arising out
of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information
furnished to the Company by the Holders expressly for use in a Registration Statement (or any amendment thereto) or any Prospectus (or
any amendment or supplement thereto).
Section 5.2. Indemnification
by the Holders. Each Holder agrees to indemnify and hold harmless the Company, and the officers, directors, stockholders, members,
partners, managers, employees, trustees, executors, representatives and agents of the Company, and each of their respective Controlling
Persons, to the fullest extent permitted by applicable law, from and against any and all Liabilities described in the indemnity contained
in Section 5.1 hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements
or omissions, made in the Registration Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement
thereto) in reliance upon and in conformity with written information with respect to such Holder furnished to the Company by the Holder
expressly for use in the Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto);
provided, however, that the Holders shall not be liable for any claims hereunder in excess of the amount of net proceeds
(after deducting underwriters’ discounts and commissions) received by the Holders from the sale of Registrable Shares pursuant to
such Registration Statement, and provided, further, that the obligations of the Holders hereunder shall not apply to
amounts paid in settlement of any such Liabilities if such settlement is effected without the prior written consent of the Holders to
the extent such consent is required under Section 5.3.
Section 5.3. Notices
of Claims, etc. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of
any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder unless the indemnifying party is actually materially prejudiced
as a result thereof, and in such case, only to the extent of such prejudice, and in any event shall not relieve it from any liability
which it may have otherwise than on account of this Article 5. An indemnifying party may participate therein at its own expense
and, to the extent that it shall wish, assume the defense of such action; provided, however, that counsel to the indemnifying
party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. Notwithstanding the indemnifying
party’s rights in the immediately preceding sentence, the indemnified party shall have the right to employ its own counsel (in addition
to any local counsel), and the indemnifying party shall bear the reasonable fees, costs, and expenses of such separate counsel if (a) the
use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest;
(b) actual or potential defendants in, or targets of, any such proceeding include both the indemnified party and the indemnifying
party, and the indemnified party shall have reasonably concluded that there may be a legal defense available to it and/or other indemnified
parties which are different from or additional to those available to the indemnifying party; or (c) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. In no event shall the indemnifying
party or parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution
could be sought under this Article 5 (whether or not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising
out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.
Section 5.4. Contribution.
(a) If
the indemnification provided for in this Article 5 is for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any Liabilities referred to therein, then each indemnifying party shall contribute to the aggregate amount of such
Liabilities incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of the
Company, on the one hand, and the applicable Holders, on the other hand, in connection with the statements or omissions which resulted
in such Liabilities, as well as any other relevant equitable considerations.
(b) The
relative fault of the Company, on the one hand, and the Holders, on the other hand, shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or the Holders and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.
(c) The
Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5.4 were determined
by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations
referred to above in this Article 5. The aggregate amount of Liabilities incurred by an indemnified party and referred to
above in this Article 5 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party
in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.
(d) No
Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any Person who was not guilty of such fraudulent misrepresentation.
ARTICLE 6
TERMINATION; SURVIVAL
Section 6.1. Termination;
Survival. The rights of any Holder under this Agreement shall terminate upon the date that such Holder ceases to hold Registrable
Shares. Notwithstanding the foregoing, the rights and obligations of the parties under Article 5 and Article 7
of this Agreement shall remain in full force and effect following any termination of this Agreement after the closing of the Internalization
Merger.
ARTICLE 7
MISCELLANEOUS
Section 7.1. Covenants
Relating to Rule 144. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange
Act, the Company covenants that it will use its reasonable best efforts to file the reports required to be filed by it under the Securities
Act and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the Commission thereunder.
If the Company ceases to be so required to file such reports, the Company covenants that it will, upon the request of the Holders of Registrable
Shares, (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities
Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the
Securities Act and it will take such further action as the Holders of Registrable Shares may reasonably request, and (c) take such
further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable the Holders to
sell their Registrable Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144
under the Securities Act, as such Rule may be amended from time to time, (ii) Rule 144A under the Securities Act, as such
rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the Commission. Upon
the request of the Holders of Registrable Shares, the Company will deliver to the Holders a written statement as to whether it has complied
with such requirements and of the Securities Act and the Exchange Act, a copy of the most recent annual and quarterly report(s) of
the Company, and such other reports, documents or stockholder communications of the Company, and take such further actions consistent
with this Section 7.1, as the Holders may reasonably request in availing itself of any rule or regulation of the Commission
allowing the Holders to sell any such Registrable Shares without registration.
Section 7.2. No Conflicting
Agreements. The Company hereby represents and warrants that the Company has not entered into and the Company will not after the date
of this Agreement enter into any agreement which conflicts with the rights granted to the Holders of Registrable Shares pursuant to this
Agreement or otherwise conflicts with the provisions of this Agreement. The Company hereby represents and warrants that the rights granted
to the Holders hereunder do not and will not for the term of this Agreement in any way conflict with the rights granted to the holders
of the Company’s other issued and outstanding securities under any such agreements.
Section 7.3. Additional
Shares. The Company, at its option, may register, under any Registration Statement and any filings under any state securities laws
filed pursuant to this Agreement, any number of unissued, treasury or other Common Stock of or owned by the Company and any of its subsidiaries
or any Common Stock or other securities of the Company owned by any other security holder or security holders of the Company.
Section 7.4. Governing
Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by, and shall be construed and interpreted in accordance with, the internal laws of the State of Maryland, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of Maryland or any other jurisdictions) that would cause
the application of the laws of any jurisdiction other than the State of Maryland. The Company and the Holders hereby agree that (a) any
and all litigation arising out of this Agreement shall be conducted only in state or Federal courts located in the State of Maryland and
(b) such courts shall have the exclusive jurisdiction to hear and decide such matters. For confirmation, the Company and the Holders
acknowledge that certain claims with respect to the Common Stock are subject to an exclusive forum provision set forth in in Article XVI
of the Company’s Amended and Restated Bylaws. The Holders accept, for themselves and in respect of the Holders’ property,
expressly and unconditionally, the nonexclusive jurisdiction of such courts and hereby waives any objection that the Holders may now or
hereafter have to the laying of venue of such actions or proceedings in such courts. Insofar as is permitted under applicable law, this
consent to personal jurisdiction shall be self-operative and no further instrument or action, other than service of process in the manner
set forth in Section 7.9 hereof or as otherwise permitted by law, shall be necessary in order to confer jurisdiction upon
the Holders in any such courts. Nothing contained herein shall affect the right serve process in any manner permitted by law or to commence
any legal action or proceeding in any other jurisdiction. The Company and the Holders hereby (i) expressly waive any right to a trial
by jury in any action or proceeding to enforce or defend any right, power or remedy under or in connection with this Agreement or arising
from any relationship existing in connection with this Agreement, and (ii) agree that any such action shall be tried before a court
and not before a jury.
Section 7.5. Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a signature delivered
by email pdf or other electronic form shall be considered due execution and shall be binding upon the signatory thereto with the same
force and effect as if the signature were an original.
Section 7.6. Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.
Section 7.7. Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any
provision of this Agreement in any other jurisdiction.
Section 7.8. Entire
Agreement; Amendments; Waiver. This Agreement supersedes all other prior oral or written agreements between the Holders, the Company,
their respective affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement contains
the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein
or therein, neither the Company nor the Holders makes any representation, warranty, covenant or undertaking with respect to such matters.
No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Holders. No provision
hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.
Section 7.9. Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
via email (provided no automated notice of delivery failure is received by the sender); or (iii) one Business Day after deposit with
an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and email addresses for
such communications shall be:
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If to the Company: |
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Global
Net Lease, Inc. |
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650 Fifth Avenue,
30th Floor |
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New York, New York
10019 |
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Attention: General
Counsel |
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If to the Holders: |
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c/o AR
Global Investments, LLC |
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222 Bellevue Avenue |
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Newport, RI 02840 |
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Attention: Michael
Anderson |
Section 7.10. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors
and assigns. No assignment of this Agreement or of any rights or obligations hereunder may be made by any party hereto without the express
prior written consent of the other party hereto. Notwithstanding the foregoing and Section 3.3 of this Agreement, the Holders shall be
permitted to distribute, or otherwise effect a transfer of, Registrable Shares among themselves and to each and any of AR Capital Global
Holdings, LLC, Bellevue Capital Partners, LLC for distribution to its members Nicholas S. Schorsch, Shelley D. Schorsch, Edward M. Weil,
Jr. and William M. Kahane (the “Bellevue Transferees”), who may themselves transfer Registrable Shares to trusts for
their or their family members’ benefit, under their control or otherwise affiliated with them (“Trust Transferees”).
The Bellevue Transferees and Trust Transferees shall be permitted successors and assigns of the Holders’ rights and obligations.
In addition, for the avoidance of doubt, the Trust Transferees may execute joinders to this Agreement, and become parties thereto as Holders,
at any time.
Section 7.11. No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person other than as expressly set
forth in Article 4 and this Section 7.11.
Section 7.12. Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
Section 7.13. Specific
Performance. The parties acknowledge and agree that in the event of a breach or threatened breach of its covenants hereunder,
the harm suffered would not be compensable by monetary damages alone and, accordingly, in addition to other available legal or equitable
remedies, each non-breaching party shall be entitled to apply for an injunction or specific performance with respect to such breach or
threatened breach, without proof of actual damages (and without the requirement of posting a bond, undertaking or other security), and
the Holders and the Company agree not to plead sufficiency of damages as a defense in such circumstances.
Section 7.14. Costs
and Expenses. The Company shall bear all Registration Expenses incurred in connection with the registration of the Registrable Shares
pursuant to this Agreement and the Company’s performance of its other obligations under the terms of this Agreement; provided, however,
that the Holders shall bear all underwriting fees, discounts, commissions, or taxes (including transfer taxes) attributable to the sale
of securities by the Holders, or any legal fees and expenses of counsel to the Holders and any underwriter engaged by the Holders and
all other expenses incurred in connection with the performance by the Holders of their obligations under the terms of this Agreement.
All other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party
incurring such costs and expenses, whether or not any of the transactions contemplated hereby are consummated; provided, however, that
in the event of any dispute with regard to this Agreement between the parties, the prevailing party shall be entitled to receive from
the non-prevailing party and the non-prevailing party and the non-prevailing party shall pay upon demand all reasonable fees and expenses
of counsel for the prevailing party.
Section 7.15. Effective
Time. This Agreement shall automatically become effective at the Effective Time with no further action necessary from the parties.
This Agreement shall not be effective prior to the Effective Time.
[signatures on following page]
IN WITNESS WHEREOF, the Company
and the Holders have caused their respective signature page to this Registration Rights and Stockholders Agreement to be duly executed
as of the date first written above.
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COMPANY: |
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GLOBAL NET LEASE, INC. |
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By: |
/s/ Christopher Masterson |
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Name: Christoper Masterson |
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Title: Chief Financial Officer |
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HOLDERS: |
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AR GLOBAL INVESTMENTS, LLC |
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By: |
/s/ Michael Anderson |
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Name: Michael Anderson |
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Title: Authorized Signatory |
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GLOBAL NET LEASE SPECIAL LIMITED PARTNERSHIP, LLC |
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By: |
/s/ Michael Anderson |
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Name: Michael Anderson |
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Title: Authorized Signatory |
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NECESSITY RETAIL SPACE LIMITED PARTNER, LLC |
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By: |
/s/ Michael Anderson |
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Name: Michael Anderson |
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Title: Authorized Signatory |
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[Signature Page to Registration Rights and Stockholders Agreement]
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BELLEVUE CAPITAL PARTNERS, LLC |
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By: |
/s/ Michael Anderson |
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Name: Michael Anderson |
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Title: Authorized Signatory |
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AMERICAN REALTY CAPITAL GLOBAL II SPECIAL LP LLC |
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By: |
/s/ Michael Anderson |
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Name: Michael Anderson |
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Title: Authorized Signatory |
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AR GLOBAL INVESTMENTS LLC |
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By: |
/s/ Michael Anderson |
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Name: Michael Anderson |
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Title: Authorized Signatory |
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/s/ Nicholas S. Schorsch |
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NICHOLAS S. SCHORSH |
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NICHOLAS S. SCHORSH 2016 GRANTOR RETAINED ANNUITY TRUST |
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By: |
/s/ Francis J. Mirabello, Trustee |
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Name: Francis J. Mirabello |
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Title: Trustee |
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MWM I LLC |
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By: |
/s/ Nicholas S. Schorsch |
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Name: Nicholas S. Schorsch |
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Title: Managing member |
[Signature Page to Registration Rights and Stockholders Agreement]
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/s/ Shelley D. Schorsch |
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SHELLEY D. SCHORSH |
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/s/ Edward M. Weil, Jr. |
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EDWARD M. WEIL, JR. |
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/s/ William M. Kahane |
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WILLIAM M. KAHANE |
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AR Capital LLC |
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By: |
/s/ Michael Anderson |
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Name: Michael Anderson |
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Title: Authorized Signatory |
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[Signature Page to Registration Rights and Stockholders Agreement]
SCHEDULE A
Bellevue Capital Partners, LLC
American Realty Capital Global II Special LP LLC
AR Capital LLC
AR Global Investments LLC
Nicholas S. Schorsch
Nicholas S. Schorsch 2016 Grantor Retained Annuity Trust
MWM I, LLC
Shelley D. Schorsch
Edward M. Weil, Jr.
William M. Kahane
ATTACHMENT A
Schedule of Common Stock held by the Holders
and their Affiliates
Exhibit 10.11
AMENDMENT
TO
EMPLOYMENT
AGREEMENT
This
Amendment to Employment Agreement (this “Amendment”), is dated as of March 24, 2022 between AR Global
Investments, LLC (the “Company”), and James Nelson (the “Executive”). Capitalized
terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Employment Agreement (defined below).
R
E C I T A L S:
WHEREAS,
the Executive and the Company are parties to that certain Employment Agreement, dated July 10, 2017 (the “Employment
Agreement”);
WHEREAS,
the Company and the Executive desire to amend the Employment Agreement as set forth herein; and
WHEREAS,
the Company and the Executive have agreed to cause the Class C Units in Global Net Lease Advisors, LLC and the Class B Units
in Global Net Lease Properties, LLC to be repurchased, pursuant to the terms of separate repurchase agreements entered into contemporaneously
with the entry into this Amendment (the “Unit Repurchases”).
NOW,
THEREFORE, subject to the effectiveness of the completion of the Unit Repurchases, the Employment Agreement shall be amended as follows
effective as of the date hereof:
1. Section 1(a) of
the Employment Agreement is modified by deleting the last sentence thereof and replacing it with the following:
“The
Executive shall work out of his home in Florida; provided, however, that the Executive understands and agrees that reasonable travel,
at the REIT’s or Company’s cost, as applicable, may be required from time to time for business reasons, including working
from the New York, New York or other offices when requested by the Senior Officer. The Company and the REIT shall be permitted during
the Term to modify the Executive’s title from CEO to Co-Chief Executive Officer.”
2. Section 2
of the Employment Agreement is deleted and replaced in its entirety with the following:
“TERM.
This Agreement and the Executive’s employment shall be effective as of April 15, 2022 and shall continue in full force and
effect thereafter until April 14, 2024. The Company shall have the right to extend Executive’s employment under this Agreement
for a period ending not later than June 14, 2024 (the “Extension Term”). For purposes of this Agreement (and,
for the avoidance of doubt, the non-competition and non-solicitation provisions set forth in Section 8 below, “Term”
shall mean the actual duration of the Executive’s employment hereunder, taking into account any Extension Term or early termination
of employment pursuant to Section 5.”
3. Section 3(a) of
the Employment Agreement is deleted and replaced in its entirety with the following:
“Base
Salary. The Company shall pay the Executive a base salary (the “Base Salary”), which shall be payable in period installments
according to the Company’s normal payroll practices. For the Term (excluding any Extension Term), the Base Salary shall be at the
annual rate of $5,250,000. For the Extension Term, if any, the Base Salary will be based on a weekly rate (for each week in the Extension
Term) of $105,769.23.”
4. Each
of Sections 3(b), 3(c), 3(d) and 3(e), 5(d) and 5(f)(iii), 6(a)(iv), 6(a)(v), 6(a)(vi) and 6(a)(vii), 6(b)(ii), 6(b)(iii) and
6(b)(iv), and 6(d) and 6(g), and Annex A of the Employment Agreement are deleted and replaced in its entirety with “[INTENTIONALLY
OMITTED]”.
5. Section 4(c) of
the Employment Agreement is amended by deleting the last sentence thereof.
6. Section 4(d)(ii) of
the Employment Agreement is amended by deleting the penultimate sentence thereof, and amending the last sentence thereof to replace the
reference to “Las Vegas, NV” to “Florida”.
7. Prior
to May 10, 2022, the Company and GNL Advisor shall use their reasonable best efforts to cause the REIT to grant to the Executive
35,100 shares of Restricted Stock (the “Stock Bonus”), which shall cliff vest on May 10, 2022, subject to the
Executive’s continued employment through such date. However, such grant of Restricted Stock shall be subject to approval of the
REIT’s board of directors. In the event that the REIT’s board of directors does not approve the grant of the Stock Bonus
on the foregoing vesting schedule, then prior to May 10, 2022 the Company and GNL Advisor shall use their reasonable best efforts
to cause the REIT to grant to GNL Advisor 35,100 shares of Restricted Stock (the “GNL Stock Grant”) (in lieu of the
grant of the Stock Bonus to Executive), and if the GNL Stock Grant is granted, then the Company shall increase the Executive’s
Base Salary payable over the Term by $500,000 (the “Additional Base Salary”) (i.e., the Base Salary shall be increased
to an annual rate of $5,500,000). The Executive acknowledges and agrees that (i) the Stock Bonus or Additional Base Salary is in
lieu of any stock bonus that would otherwise have been payable to the Executive as part of his annual bonuses for calendar year 2021,
and (ii) the Executive is no longer entitled to any profits distributions, participation in outperformance plans or incentive fees
(including without limitation amount contemplated by Section 3 of the Employment Agreement (other than Section 3(a)) as in
effect immediately prior to the date hereof) and will not receive any further distribution relating to any of the foregoing or the equity
interests subject to the Unit Repurchases.
8. Section 6(b)(v) of
the Employment Agreement is amended by (i) replacing the phrase “the sum of (1) the Executive’s Base Salary and
(2) the annual amount of the Allowance and the Company’s contribution to the cost of Executive’s healthcare benefits
for the post-employment Restricted Period (defined below)” with “the Executive’s Base Salary for the remainder of the
Term (assuming there is no Extension Term)”; and (ii) replacing “over the Restricted Period” with “over
the period from the Date of Termination through April 14, 2024”.
9. Section 6(c) of
the Employment Agreement is deleted and replaced in its entirety with the following:
“By
the Company for Cause, for an Advisory Termination or Voluntary Resignation by the Executive.
In the event that the Executive’s employment is terminated during the Term by the Company for Cause, the Company shall pay the
Executive only the Accrued Benefits, and the Company shall have no further obligations to the Executive under this Agreement. In the
event that the Executive’s employment is terminated during the Term by a Voluntary Resignation or by the Company for an Advisory
Termination, the Company shall pay the Executive the Accrued Benefits. For the avoidance of doubt, the Executive’s Voluntary Resignation
shall not be deemed to waive any right to damages or other compensation the Executive may be entitled to in law or in equity due to breach
by the Company or the GNL Advisor of the terms or provisions of this Agreement.”
10. Except
where this Amendment explicitly amends the Employment Agreement, the Employment Agreement shall remain in full force and effect and is
hereby ratified and confirmed.
[Signature
Page Follows]
IN WITNESS WHEREOF,
this Amendment has been adopted as of the date first above written.
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AR GLOBAL INVESTMENTS,
LLC |
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By: |
/s/ Michael
R. Anderson |
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Name: |
Michael R. Anderson |
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Title: |
Authorized Signatory |
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EXECUTIVE |
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/s/ James
Nelson |
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James Nelson |
SIGNATURE
PAGE TO AMENDMENT TO EMPLOYMENT AGREEMENT
EXECUTION
VERSION
EMPLOYMENT
AGREEMENT
BETWEEN
AR
GLOBAL INVESTMENTS, LLC
AND
JAMES
NELSON
This Employment
Agreement (the “Agreement”), dated July 10, 2017, is entered into by and between AR GLOBAL INVESTMENTS, LLC (the
“Company”) and James Nelson (the “Executive”) (each of them being referred to as a “Party”
and together as the “Parties”):
WHEREAS,
the Company and the Executive desire to memorialize the terms of the Executive’s employment relationship with the Company effective
as of the date hereof (such date, the “Effective Date”) on the terms and conditions set out below.
NOW,
THEREFORE, the Company and the Executive, in consideration of the respective covenants set out below, hereby agree as follows:
(a) Position(s).
The Executive shall be employed as the Chief Executive Officer (“CEO”) of the American Realty Capital Global Advisors,
LLC (the “GNL Advisor”) and Global Net Lease Properties, LLC (the “Property Manager”), and shall
serve as the CEO of Global Net Lease, Inc. (“GNL” or the “REIT”), subject to the approval
of the board of directors of such REIT (the “Board”). The Company and the GNL Advisor agree to use their reasonable
best efforts to cause the REIT to nominate the Executive as a director of the Board and shall continue to nominate him during the Term.
Failure to be made a director of the REIT shall not be a breach of or default under this Agreement. The Executive shall work out of the
Company’s offices located in New York, New York or Newport, Rhode Island or his home in Las Vegas, Nevada; provided, however,
that the Executive understands and agrees that reasonable travel, at the REIT’s or Company’s cost, as applicable, may be
required from time to time for business reasons, including working from the New York, New York or Newport, Rhode Island offices when
requested by the Senior Officer.
(b) Duties.
The Executive shall report directly to Mike Weil, Chief Executive Officer of the Company and the board of directors of the Company (AR
Global Investments, LLC) (the “Company Board” and, collectively with Chief Executive Officer of the Company, the “Senior
Officer”), and the Executive’s principal duties and responsibilities shall be consistent with his position. At all times
during the Term (as defined below), the Executive shall adhere in all material respects to all of the Company’s policies, rules and
regulations governing the conduct of its employees that apply to the Executive and have been previously provided to him, including without
limitation, any compliance manual, code of ethics, employee handbook or other policies adopted by the Company from time to time; provided,
however, that in any conflict between this Agreement and any policies, rules or regulations, this Agreement shall control.
(c) Extent
of Services. Except for illnesses and vacation periods, the Executive shall devote his full business time and attention and his best
efforts to the performance of his duties and responsibilities under this Agreement. Notwithstanding the foregoing, the Executive may
(i) participate or hold directorships in charitable, academic or community activities, and in trade or professional organizations,
(ii) hold directorships in up to two (2) other companies and (iii) manage his and/or his family’s personal investments;
provided that all of the Executive’s activities outside of the Executive’s duties to the Company, individually or in the
aggregate, comply with the Company’s conflict of interest practices and corporate governance guidelines as in effect from time
and do not otherwise interfere with the Executive’s duties and responsibilities to the Company. Subject to the provisions of Section 8
herein, the Executive may make any passive investment in any publicly traded entity, or own three percent (3%) or less of the issued
and outstanding voting securities of any entity, provided, in any event, that he is not obligated or required to, and shall not
in fact, devote any consulting or managerial effort or services in connection therewith.
2. TERM.
This Agreement and the Executive’s employment shall be effective as of the Effective Date and shall continue in full force and
effect thereafter until July 1, 2020 (the “Initial Term”); and shall be automatically extended for a renewal
term of one (1) additional year (a “Renewal Term”) at the end of the Initial Term, and an additional one (1) year
Renewal Term at the end of each Renewal Term (the last day of the Initial Term and each such Renewal Term is referred to herein as a
“Term Date”), unless either party notifies the other party of its non-renewal of this Agreement not later than sixty
(60) days prior to a Term Date by providing written notice to the other party of such party’s intent not to renew, or if the Executive’s
employment is sooner terminated pursuant to Section 5. For purposes of this Agreement (and, for the avoidance of doubt, the
non-competition and non-solicitation provisions set forth in Section 8 below), “Term” shall mean the actual
duration of the Executive’s employment hereunder, taking into account any extensions pursuant to this Section 2 or
early termination of employment pursuant to Section 5.
(a) Base
Salary. The Company shall pay the Executive a base salary (the “Base Salary”), which shall be payable in periodic
installments according to the Company’s normal payroll practices. For the Term, the Base Salary shall be at the annual rate of
$850,000.
(b) Annual
Bonus. The Executive shall be eligible to receive an annual bonus (each an “Annual Bonus”) for each completed
calendar year during the Term (prorated for 2017 from and including the Effective Date). The Executive shall be entitled to earn an Annual
Bonus with a threshold level of 100% of Base Salary, a target level of 200% of Base Salary and potentially up to a maximum level of 300%
of Base Salary based on the Executive’s performance and the performance of the Company and REIT as determined in the discretion
of the Senior Officer, taking into account growth of the GNL Advisor’s and the Property Manager’s base management fees, property
management fees, incentive fees, and managing the operating expenses of the GNL Advisor, as well as growth of the REIT and achievement
of the REIT’s performance hurdles, including without limitation leverage, leasing, credit quality and lease duration and other
REIT goals as set by the Senior Officer and the Board at the beginning of each fiscal year or performance period, as applicable, in each
case in consultation with the Executive subject to the Senior Officer’s final discretion, and such other performance metrics as
are part of the REIT’s annual plan. Notwithstanding the foregoing, the Executive shall receive a non-refundable draw, paid in cash,
against the Annual Bonus in the amount of $500,000 for each calendar year during the Term, paid on or before March 15 of the year
following the year to which the bonus relates (and for the 2017 calendar year, such amount shall be prorated for time employed in 2017)
(the “Draw”). Any discretionary Annual Bonus paid to the Executive shall include the Draw in the calculation and shall
not be in addition to the Draw. The Annual Bonus will be paid in cash and/or restricted stock of the REIT (“Restricted Stock”) at the discretion of the Senior Officer, in a number of shares based on the closing price of the REIT’s stock price
as quoted on NYSE on the trading day preceding the date on which the cash portion of the Annual Bonus is paid; provided, however,
(1) the cash portion of the Annual Bonus (including the Draw) shall be at least $500,000 and (2) in no event shall the restricted
stock component of the Annual Bonus exceed 50% of the total Annual Bonus without Executive’s consent. Any restricted stock awarded
to the Executive by the Company as a component of the Annual Bonus shall be subject to a maximum three year vesting period, with one
third vesting on each anniversary of the award, subject to the Executive’s continued employment, subject to Section 6.
The Annual Bonus for a fiscal year shall be paid as soon as possible following the end of the fiscal year, but in no event later than
March 15th of the year following the year to which the Annual Bonus relates. Other
than as set forth in Section 6, the Executive must be employed by the Company or an affiliate of the Company on the date
the Draw and Annual Bonus is paid to be eligible to receive the Draw and Annual Bonus for such year.
(c) Equity
Compensation. The Company shall cause the Executive to be granted the Equity Compensation as set forth on Annex A attached
hereto.
(d) Profit
Sharing Allocation. The Class B Units (as defined in Annex A), shall also entitle the Executive to receive profit sharing
distributions based on the net earnings after expenses (pre-tax) of the GNL Advisor and the Property Manager (excluding any expenses
related to the Profits Allocation (as defined below), Equity Compensation or Incentive Bonus (as defined below), and without duplication
of any expense taken into account in Section 3(c) or (e)) from advisory fees, property management fees, one-time
property promote payments, and OPP Plan payments (LTIPs or otherwise) paid by the REIT to the GNL Advisor or the Property Manager, but
excluding (i) any fees for termination of the GNL Advisor or the Property Manager by the REIT, (ii) any consideration received
from the sale of the GNL Advisor or the Property Manager, which consideration shall be governed by Section 3(c) herein,
and (iii) incentive fees paid to the GNL Advisor or the Property Manager, which incentive fees shall be governed by Section 3(e) herein
(such included net fees and payments after expenses, the “Net Income”). The Executive shall receive five percent (5%)
of such Net Income (the “Profits Allocation” and together with the Equity Compensation, the “Executive Interests”),
subject to vesting as follows, except as set forth in Section 6: (i) 1.25% vesting on the Effective Date; (ii) 1.25%
vesting on the first anniversary of the Effective Date; (iii) 1.25% vesting on the second anniversary of the Effective Date; and
(iv) 1.25% vesting on the third anniversary of the Effective Date, in each case subject to the Executive’s continued employment
as of such date, with annual Profits Allocation payments based on the vested portion of the Profits Allocation (the percentage of the
Profits Allocation that is vested on an applicable date, the “Vested Percentage”). Subject to compliance with the
definition of Class B Units set forth on Annex A, the Profits Allocation shall be paid to the Executive on an annual basis
in the year following the year to which such Net Income relates, at the same time as the tax returns for the GNL Advisor are filed with
the IRS (typically in September or October each year), prorated for any stub years, in the same form of consideration
as received by the Company (i.e. cash, stock, operating partnership units, etc.); provided, that, the Vested Percentage
of any OPP Plan payments (LTIP or otherwise) (collectively, “OP Units”) that would otherwise be issued to the GNL
Advisor or the Property Manager shall be issued directly from the REIT to the Executive at the time they would have otherwise been issued
to the GNL Advisor or the Property Manager, as applicable; provided, further, that the Executive agrees to make, within
thirty (30) days after receipt of any such OP Units, a valid election under Section 83(b) of the Code. For the avoidance of
doubt, upon an event giving rise to a payment under Section 3(c), no payments shall be made to the Executive pursuant to this Section 3(d).
(e) Incentive
Compensation. Commencing on the Effective Date of this Agreement and continuing during the Term, the Executive shall also receive
incentive compensation equal to fifteen percent (15%) of the net incentive fees received by the Company after expenses (including without
limitation expenses/fees to Moor Park and excluding any expenses related to the Equity Compensation, Profits Allocation or the Incentive
Bonus, and without duplication of any expense taken into account in Section 3(c) or (d)) (the “Incentive Bonus”).
The Incentive Bonus shall be paid to the Executive on an annual basis, at the same time as the tax returns for the GNL Advisor are filed
with the IRS (typically in September or October each year) but in no event later than the first payroll date following October 15
of such calendar year, prorated for any stub years, in the same form of consideration as received by the Company (i.e. cash, stock, operating
partnership units, etc.); provided, that, fifteen percent (15%) of any OP Units that would otherwise be issued to
the GNL Advisor shall be issued directly from the REIT to the Executive at the time they would have otherwise been issued to the GNL
Advisor; provided, further, that the Executive agrees to make, within thirty (30) days after receipt of any such OP Units,
a valid election under Section 83(b) of the Code. For the avoidance of doubt, other than as set forth in Section 6,
the Executive shall only be paid the Incentive Bonus for a calendar year if he is employed on the date on which the REIT files with the
Securities and Exchange Commission its Annual Report on Form 10-K for the calendar year to which such Incentive Bonus relates.
(f) The
Company shall cause the GNL Advisor to take all actions necessary to effectuate the purposes of this Section 3, including
as set forth on Annex A.
(a) Vacation.
The Executive shall be entitled to five (5) weeks paid vacation per full calendar year, which shall accrue in accordance with the
Company’s vacation policy as in effect from time to time.
(b) Sick
and Personal Days. The Executive shall be entitled to sick and personal days pursuant to Company policy.
(c) Employee
Benefit Plans. The Executive will be eligible for and entitled to participate in any Company sponsored employee benefit plans maintained
for the Company’s employees, including but not limited to benefits such as group health, life and long-term disability insurance
and a 401(k) plan, as such benefits may be offered from time to time, on a basis no less favorable than that applicable to other
similarly situated executives of the Company. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit
plan at any time. The Company shall also pay all standard premiums associated with an executive term life insurance policy in the amount
of $2,000,000 for the benefit of the Executive’s designated beneficiaries, with any expense above “standard” premiums
to be paid by the Executive.
(i) INDEMNIFICATION;
DIRECTORS AND OFFICERS INSURANCE. The Company shall, consistent with the terms below, indemnify the Executive for all costs, charges,
damages, or expenses incurred or sustained by the Executive in connection with any demand, action, suit, or proceeding (“Claims”) to which the Executive may be made a party by reason of the Executive being or having been an officer, director, or employee
of the Company, the GNL Advisor, the Property Manager, or any of their affiliates (for the avoidance of doubt, excluding the REIT and
its subsidiaries), to the maximum extent permitted by New York law. The Executive’s right to indemnification from the Company pursuant
to the preceding sentence does not apply, however, to any Claim (other than a derivative Claim) brought by the Company, the GNL Advisor,
the Property Manager, the REIT, or any of their affiliates against the Executive, or by the Executive against the Company, the GNL Advisor,
the Property Manager, the REIT, or any of their affiliates (excluding any Claim brought in defense of an indemnifiable Claim or to enforce
any right to indemnification as contemplated in the previous sentence.). For the avoidance of doubt, nothing in this Section 4(d) shall
limit any right to indemnity the Executive may have under (x) the organizational documents or By-Laws of any of the Company, the
GNL Advisor, or the Property Manager or (y) the organizational documents or By-Laws of the REIT or its subsidiaries (which indemnification
shall be solely the obligation of the REIT and its subsidiaries). The Executive shall notify the Company within five (5) business
days of any Claim, and the Company shall be entitled to assume the defense with counsel selected by the Company; provided, however,
that the Executive shall have the right to employ counsel to represent him (at the Company’s expense) if Company counsel would
have a conflict of interest (as determined by Company counsel) in representing both the Company and the Executive. The Company agrees
to advance fees and expenses reasonably incurred by the Executive in connection with any Claim if it has chosen not to assume the defense
of that Claim or if the Executive retains separate counsel because the Company’s counsel has determined there is a conflict of
interest. The Executive agrees to cooperate with the Company’s efforts to obtain insurance coverage, or to get indemnified or recovery
from another source, for any costs, charges, damages, or expenses incurred in the Executive’s defense. During the Term, the Executive
shall continue to be entitled to directors and officers insurance coverage for his acts and omissions while serving as an officer of
the Company on a basis no less favorable to the Executive than the coverage provided generally to the other officers and trustees of
the Company. Additionally, after any termination of employment of the Executive for any reason, for a period through the sixth anniversary
of the termination of employment, the Company shall maintain directors and officers insurance coverage for the Executive covering his
acts or omissions while an officer of the Company on a basis no less favorable to the Executive than the coverage generally provided
to then-current officers and trustees.
(ii) EXPENSES,
OFFICE AND SECRETARIAL SUPPORT. The Executive shall be entitled to reimbursement of all reasonable business expenses, in accordance with
the Company’s policy as in effect from time to time and on a basis no less favorable than that uniformly applicable to other senior
executives of the Company (provided that the Executive shall be entitled to reimbursement for domestic first class travel, and for international
business travel, when available), including, without limitation, telephone, lodging, parking and reasonable entertainment expenses incurred
by the Executive in connection with the business of the Company, promptly after the presentation by the Executive of appropriate documentation.
The Executive shall also receive appropriate office space, administrative support, and such other facilities and services as are suitable
to the Executive’s positions and adequate for the performance of the Executive’s duties. In addition to the foregoing standard
executive expense reimbursements, the Executive shall receive $12,500 per month ($150,000 annually) for travel to and moving and living
expenses in New York, NY and/or Newport, Rhode Island (including local transportation, the “Allowance”). The Executive’s
travel between the Company’s New York or Newport offices and Las Vegas, NV will be at the Executive’s sole cost and expense.
(iii) CONTINUING
EDUCATION AND PROFESSIONAL DEVELOPMENT. Upon approval by the Senior Officer, the Company shall pay for the professional licenses of the
Executive in all states in which he is licensed, and shall reimburse the Executive for all reasonable and customary costs incurred in
his complying with any continuing education requirements required to maintain his license(s).
5. TERMINATION.
Notwithstanding any other provision of this Agreement to the contrary, the employment of the Executive by the Company and this Agreement
shall terminate immediately upon his death, the Company shall have the right to and may, in the exercise of its discretion, terminate
the Executive at any time by reason of Disability, or with Cause or without Cause, and the Executive shall have the right to and may,
in the exercise of his discretion, Voluntarily Resign for any reason his employment during the Term, subject to the provisions set forth
below:
(a) The
employment of the Executive by the Company shall terminate immediately upon death of the Executive or immediately upon the giving of
written notice by the Company to the Executive of his termination due to Disability. As used in this Agreement, “Disabled”
shall mean the Executive is unable to perform his duties hereunder due to any sickness, injury or disability for a consecutive period
of one hundred eighty (180) days or an aggregate of six (6) months in any twelve (12)-consecutive month period. A determination
of “Disabled” shall be made by a physician satisfactory to both the Executive and the Company, provided that if the Executive
and the Company do not agree on a physician, the Executive and the Company shall each select a physician and these two together shall
select a third physician, whose determination as to Disabled shall be binding on all parties, and which cost, in any such case, shall
be paid entirely by the Company. The appointment of one or more individuals to carry out the offices or duties of the Executive during
a period of the Executive’s inability to perform such duties and pending a determination of Disabled shall not be considered a
breach of this Agreement by the Company.
(b) With
Cause. The employment of the Executive by the Company shall terminate at the election of the Company immediately upon the giving
of written notice by the Company to the Executive of his termination with Cause, subject to the terms of this Section 5(b).
For purposes of this Agreement, the term “Cause” means that the Executive: (1) has been convicted of, or entered
a plea of guilty or “nolo contendere” to, a felony (excluding any felony relating to the negligent operation of an
automobile), (2) has intentionally failed to substantially perform (other than by reason of illness or temporary disability) his
reasonably assigned material duties hereunder, including but not limited to duties consistent with the Executive’s position as
are assigned by the Senior Officer after the date of this Agreement, (3) has engaged in willful misconduct or gross negligence in
the performance of his duties, (4) has engaged in conduct that materially violated the Company’s then existing written internal
policies or procedures that apply to the Executive and were provided to him prior to the violation and which is detrimental to the business
or reputation of the Company, or (5) has materially breached any non-competition or non-disclosure agreement in effect between the
Executive and the Company, including such agreements in this Agreement; provided, however, that in the case of clause (4) and,
to the extent curable, clause (5) above, “Cause” shall not exist unless the Executive fails to remedy to the reasonable
satisfaction of the Company Board such act, omission or condition, within thirty (30) days after the Executive receives from the Senior
Officer written notice that sets forth in reasonable detail the basis for the Senior Officer’s belief that “Cause”
exists; and in the event of termination pursuant to this Section 5(b), notwithstanding anything in this Agreement to the
contrary, except as set forth in Section 6(c), no payments under Section 3(b) through (e) shall
be payable to Executive. For purposes of this Section 5(b), no act, or failure to act, on the Executive’s part will
be deemed “gross negligence” or “willful misconduct” if the Executive’s act or failure to act was done,
or omitted to be done, by the Executive in good faith and with a reasonable belief that the Executive’s act, or failure to act,
was in the best interest of the Company.
(c) Without
Cause; Voluntary Resignation. The employment of the Executive by the Company and this Agreement shall terminate at the election of
the Company without Cause, and at the election of the Executive for any reason (“Voluntary Resignation”), in either
case upon thirty (30) days prior written notice to the Executive or the Company, as the case may be.
(d) Non-renewal.
This Agreement and the Executive’s employment shall terminate at a Term Date if either the Executive or the Company notifies the
other party of its non-renewal of this Agreement not later than sixty (60) days prior to such Term Date by providing written notice to
the other party of such party’s intent not to renew (“Non-renewal”).
(e) Notice
of Termination. Any termination of the Executive’s employment by the Company or by the Executive (other than termination pursuant
to Death) shall be communicated by written Notice of Termination to the other party hereto in accordance with this Agreement. For purposes
of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision
in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination
of the Executive’s employment under the provision so indicated.
(f) Date
of Termination. The “Date of Termination” shall mean (i) if the Executive’s employment is terminated
by his death, the date of his death, (ii) if the Executive’s employment is terminated pursuant Disability or for Cause, the
date of delivery of the Notice of Termination unless otherwise specified in such notice, (iii) the applicable Term Date if termination
is due to a notice of Non-renewal, and (iv) if the Executive’s employment is terminated for any other reason the date the
Executive ceases performing services as an employee of the Company.
| 6. | EFFECTS
OF TERMINATION. |
(a) Death
or Termination by the Company for Disability. If the employment of the Executive should terminate during the Term due to his death
or at the election of the Company due to Disability, then the Company will pay or provide to the Executive (or his estate, if applicable):
(i) any
earned and accrued but unpaid installment of Base Salary and Allowance through the Date of Termination payable in accordance with the
Company’s normal payroll practices;
(ii) reimbursement
for any unreimbursed business expenses incurred through the Date of Termination in accordance with Sections 4(d) and 14(l)(ii);
(iii) all
other applicable payments or benefits to which the Executive shall be entitled under, and paid or provided in accordance with, the terms
of any applicable arrangement, plan or program under Section 4(c) through the Date of Termination (collectively, Sections
6(a)(i) through 6(a)(iii), payable in accordance with this Section 6(a), shall be hereafter referred to as
the “Accrued Benefits”);
(iv) any
accrued but unpaid Annual Bonus for the year prior to the year of termination;
(v) (A) accelerated
vesting of all unvested shares of Restricted Stock and unvested OP Units granted by the Company or the GNL Advisor (but excluding those
issued by the REIT, which issuances shall be governed by the terms thereof) subject to service conditions based on the Executive’s
continued service and (B) pro rata daily vesting, through the Date of Termination, of the vesting tranche in progress for the Equity
Compensation and Profits Allocation (collectively, the “Vesting Benefits”);
(vi) any
accrued but unpaid Incentive Bonus earned by the Executive prior to termination (including any OP Units received in respect of the Incentive
Bonus, the “Incentive Compensation”), payable at the time and in the manner set forth in Section 3; and
(vii) a
pro-rated Incentive Bonus for the year in which the Date of Termination occurs, payable at the time and in the manner set forth in Section 3
(the “Pro Rata Incentives”).
(b) Termination
by the Company without Cause. If the employment of the Executive should terminate during the Term at the election of the Company
without Cause (other than as a result of termination of the advisory agreement between the REIT and the GNL Advisor dated June 2,
2015 (an “Advisory Termination”) and other than pursuant to Section 6(a) above), then, the Company shall
pay or provide to the Executive:
| (ii) | any
accrued but unpaid Annual Bonus for the year prior to the year of termination; |
| (iii) | the
(A) Incentive Compensation and (B) Pro Rata Incentives; |
| (iv) | the
Vesting Benefits; and |
(v) subject
to Sections 6(e) and 14(l)(iv) and (v), payment of cash severance equal to the sum of (1) the Executive’s
Base Salary and (2) the annual amount of the Allowance and the Company’s contribution to the cost of Executive’s healthcare
benefits for the post-employment Restricted Period (defined below), payable in accordance with the Company’s normal payroll practices
(but off employee payroll) in approximately equal installments over the Restricted Period (collectively, the “Severance Payments”);
provided, that the first payment of the Severance Payments shall be made on the sixtieth (60th)
day after the Date of Termination, and will include payment of any amount of the Severance Payments that were otherwise due prior thereto.
(c) By
the Company for Cause, for an Advisory Termination, or Voluntary Resignation by the Executive (including Non-renewal by Executive).
In the event that the Executive’s employment is terminated during the Term by the Company for Cause, the Company shall pay the
Executive only the Accrued Benefits, and the Company shall have no further obligations to the Executive under this Agreement and the
Executive shall forfeit all right, title and interest in any vested and unvested portions of the Executive Interests. In the event that
the Executive’s employment is terminated during the Term by a Voluntary Resignation (including due to the non-renewal of the Initial
Term or any Renewal Term by the Executive) or by the Company for an Advisory Termination, the Company shall pay the Executive: (i) the
Accrued Benefits, (ii) the Incentive Compensation (pursuant to the terms of Section 6(a)(vi), above) and (iii) the
Pro Rata Incentives (pursuant to the terms of Section 6(a)(vii) above). For the avoidance of doubt, the Executive’s Voluntary
Resignation shall not be deemed to waive any right to damages or other compensation the Executive may be entitled to in law or in equity
due to breach by the Company or the GNL Advisor of the terms or provisions of this Agreement.
(d) By
the Company due to Non-renewal. If the employment of the Executive should terminate during the Term or on the Term Date at the election
of the Company due to Non-renewal, then, the Company shall pay or provide to the Executive the payments and benefits as set forth in
Section 6(b).
(e) Release.
Payments by the Company required under this Section 6 following termination or expiration of the Executive’s employment
for any reason (other than payments of the Accrued Benefits) shall be conditioned on and shall not be payable unless the Company receives
from the Executive within sixty (60) days of the Date of Termination a fully effective and non-revocable written release in form attached
as Annex B to this Agreement (the “General Release”), which, for the avoidance of doubt, shall not contain
any post-employment restrictions other than as contained herein, and shall not release any rights to indemnification, any Severance Payments,
or other vested or accrued benefits under any other benefit plan in which the Executive participates that are due and payable on and
after the Date of Termination or rights with respect to vested Equity Interests or to OP Units or other REIT securities held by the Executive.
(f) Termination
of Authority. Immediately upon the Executive terminating or being terminated from his employment with the Company for any reason,
notwithstanding anything else appearing in this Agreement or otherwise, the Executive will stop serving the functions of his terminated
or expired position(s) and shall be without any of the authority or responsibility for such position(s).
(g) Call
Right on Executive Interests. If the employment of the Executive should terminate for any reason other than for Cause (which, for
the avoidance of doubt, will result in a forfeiture of the Executive Interests, whether vested or unvested), the Company shall have the
right, but not the obligation to purchase all (but not less than all) the Executive Interests then vested and held by Executive consistent
with this Section 6 at a purchase price equal to 91% of the Fair Market Value of the Executive Interests. This right to purchase
the Executive Interests under the specific circumstances set forth in this Section 6(g) shall be perpetual.
(i) “Fair
Market Value” means the amount that, as of the date a right to purchase is exercised, an informed and willing purchaser under
no compulsion to buy would pay to acquire the relevant Executive Interests in an arm’s-length transaction and which an informed
and willing seller under no compulsion to sell would accept for such interest in an arm’s-length transaction; provided,
that, if during the six (6) month period following any payment to the Executive under this Section 6(g), the
consummation of a sale of more than 2/3 of the interests in the GNL Advisor and/or the Property Manager occurs, (1) the Fair Market
Value of the Executive Interests shall be recalculated based on the net consideration (including without limitation any deferred or earn-out
payments) received by the Company in the event the Company directly or indirectly sells all or any part of the GNL Advisor or the Property
Manager, in whatever form, whether asset, stock sale, unit sale, or otherwise, after transaction expenses (pre-tax) (including without
limitation expenses/fees to Moor Park but excluding the Equity Compensation or any expense already taken into account pursuant to Section 3(d) or
(e)) actually received and (2) the Company shall pay the Executive an additional cash amount equal to the excess, if any,
of 100% of such value over the amount previously paid to the Executive, within thirty (30) days after such majority interest sale.
(ii) Upon
the exercise of a right to purchase, the Parties (or their representatives) shall in good faith attempt to reach agreement on the Fair
Market Value as of the date when such right to purchase is exercised.
(iii) If
the Parties are unable to reach an agreement as to Fair Market Value within 20 days of the exercise date for such right to purchase,
then the Fair Market Value shall be determined by a licensed business appraiser with experience in evaluating comparable businesses mutually
selected by the Parties (an “Appraiser”).
(iv) If
within 30 days of the exercise date for such right to purchase, the Parties have not agreed on an Appraiser, the Parties shall each appoint
an Appraiser. Each Appraiser shall be required to render its decision as to Fair Market Value not later than 30 days after its appointment.
(v) In
the event that the difference between the Fair Market Values arrived at by the Appraisers so elected are no more than ten percent (10%)
of the lower of the Fair Market Values, then the Fair Market Value shall be the average of the Fair Market Values. If the difference
between the two amounts is greater than ten percent (10%) of the lower of such amount, then the Appraisers shall select a third Appraiser
who shall within 30 days of appointment determine a third Fair Market Value, as the case may be, provided that such third Appraiser shall
be restricted to determining a Fair Market Value which is neither higher nor lower than the higher and lower of the other two Fair Market
Values, respectively. The Fair Market Value shall be the average of the one determined by the third Appraiser and the one determined
by one of the two other Appraisers to which it is closest, or, in the event the Fair Market Value determined by the third Appraiser is
equidistant between the original two Fair Market Values, the third Appraiser’s Fair Market Value shall be used by the Parties under
such circumstance.
(vi) The
determination of the Fair Market Value shall be set forth in a written detailed report mutually addressed to the Executive and the Company.
(vii) All
costs related to the appointment of and valuation by the Appraisers shall be borne by the Company.
7. CONFIDENTIAL
INFORMATION. The Executive recognizes and acknowledges that certain assets of the Company constitute Confidential Information. The
term “Confidential Information” as used in this Agreement shall mean all information which is known only to the Executive
or the Company, other employees of the Company, or others in a confidential relationship with the Company, and relating to the Company’s
business including, without limitation, information regarding clients, customers, pricing policies, methods of operation, business plans,
proprietary Company programs, sales products, profits, costs, markets, key personnel, formulae, product applications, technical processes,
and trade secrets, as such information may exist from time to time, which the Executive acquired or obtained by virtue of his affiliation
with or work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of
said work. The Executive shall not, during or after the Term, disclose all or any part of the Confidential Information to any person,
firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, except as may be required
pursuant to his employment hereunder, by law or in any judicial or administrative proceeding (in which case, the Executive promptly shall
provide the Company with notice pursuant to the next below paragraph) unless and until such Confidential Information becomes publicly
available other than as a consequence of the breach by the Executive, directly or indirectly, of his confidentiality obligations hereunder.
In the event of the termination of his employment, whether voluntary or involuntary and whether by the Company or the Executive, the
Executive shall deliver to the Company all documents and data (in whatever form it may be maintained including without limitation any
electronic, written or mechanical formats) pertaining to the Confidential Information and/or remove all such data from all devices on
which such documents or data may have been stored electronically or mechanically and shall not take with him any documents or data of
any kind or any reproductions (in whole or in part) or extracts of any items relating to the Confidential Information; provided,
that the Executive may keep his compensation and employment related documentation, his personal calendar and any contact file
that he maintained prior to joining the Company. The Company acknowledges that prior to his employment with the Company, the Executive
has lawfully acquired extensive knowledge of the industries and businesses in which the Company engages in business, and that the provisions
of this Section 7 are not intended to restrict the Executive’s use of such previously acquired knowledge.
In
the event that the Executive receives a request or is required (by deposition, interrogatory, request for documents, subpoena, civil
investigative demand or similar process) to disclose all or any part of the Confidential Information, the Executive agrees to (a) promptly
notify the Company in writing of the existence, terms and circumstances surrounding such request or requirement, (b) consult with
the Company on the advisability of taking legally available steps to resist or narrow such request or requirement, and (c) at the
Company’s sole expense, assist the Company in seeking a protective order or other appropriate remedy. In the event that such protective
order or other remedy is not obtained or that the Company waives compliance with the provisions hereof, the Executive shall not be liable
for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by the Executive not
permitted by this Agreement.
Nothing
in this Agreement prohibits the Executive from reporting possible violations of federal law or regulation to any governmental agency
or entity, including but not limited to the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Congress,
and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or
regulation. The Company acknowledges and agrees that Executive does not need the prior authorization of the Company to make any such
reports or disclosures and Executive is not required to notify the Company that it may make or has made such reports or disclosures.
(a) Restriction
on Competition. During the Term and for a period of twelve (12) months following the Date of
Termination (the “Restricted Period”), the Executive shall not, directly or indirectly, either as a principal, agent,
employee, employer, stockholder, partner or in any other capacity whatsoever in the United States: engage or assist others engage, in
whole or in part, for any business that competes directly with (x) the business that the Company with respect to the business of
the GNL Advisor and American Finance Trust, Inc. engaged in during the period of the Executive’s employment with the Company,
currently the sponsorship and management of traded and non-traded non-healthcare-related commercial net lease real estate investment
vehicles, and any other line of business that the GNL Advisor engaged in at the time of the Date of Termination or (y) any product,
service or business as to which the GNL Advisor has actively begun preparing to develop at the time of the Date of Termination; provided,
that during the Restricted Period the Executive may serve on the board of directors of any entity that does not directly compete
with the REIT, the GNL Advisor or the Company in the locations in the United States in which they conduct business. Further, for a period
of eighteen (18) months following the Date of Termination, Executive shall not, in any capacity, provide services, work for or serve
as a board member for the REIT without the Company’s consent. Notwithstanding the foregoing, the Executive shall not be deemed
to have violated this Section 8(a) solely by reason of his passive ownership of 3% or less of the outstanding stock
of any publicly traded corporation or other entity.
(b) Non-Solicitation
of Clients and Investors. During the Restricted Period, the Executive agrees not to solicit, directly or indirectly, on his own behalf
or on behalf of any other Person, any Person that is (x) a client of the Company to whom the Company had provided services at any
time during the Executive’s employment with the Company in any line of business that the Company conducts as of the Date of Termination
or that the Executive knows that the GNL Advisor is actively soliciting, for the purpose of marketing or providing any service competitive
with any service then offered by the GNL Advisor, and in each case with whom the Executive had contact or dealings on behalf of the Company
during the twelve (12) months preceding the Date of Termination or (y) an investor in the Company, any of its affiliates or any
of their investment vehicles for the purpose of causing such investor to terminate or diminish its investment in or with the Company,
any of its affiliates or any of their investment vehicles or to divert or otherwise cease to make a new investment in the Company, any
of its affiliates or any of their investment vehicles. In addition, during the Restricted Period, the Executive agrees not to encourage
any client of the Company as of the termination of the Executive’s employment with whom the Executive had contact or dealings on
behalf of the Company during the twelve (12) months preceding the Date of Termination to reduce its patronage to the Company.
(c) Non-Solicitation
of Employees. During the Term and for period of eighteen (18) months following the termination of employment, the Executive agrees
that he will not, directly or indirectly, solicit for employment or retention, or hire, or attempt to solicit or hire, or cause any person,
other than an affiliate of the Company, to solicit or hire or retain any person who is then or was at any time during the preceding six
(6) months an employee or independent contractor of the Company, other than any employee whose employment was involuntarily terminated
by the Company greater than six (6) months prior to the occurrence of such solicitation by the Executive. The response by an employee
to an advertisement of general solicitation shall not be deemed to be a violation by the Executive of this Section 8(c).
(d) Non-Disparagement.
During the Term and thereafter, the Executive shall not knowingly, directly or indirectly, make negative comments or otherwise disparage
the Company, any of its affiliates, or any of their respective officers, directors, employees, shareholders, agents or businesses in
any manner likely to be harmful to them or their business reputations or personal reputations. The Company shall instruct its, the Property
Manager’s, and the GNL Advisor’s, directors and senior officers not to knowingly, directly or indirectly, disparage the Executive,
in any manner likely to be harmful to him or his business or personal reputation. The foregoing shall not be violated by truthful statements
in response to legal process, required governmental testimony or filings, rights under federal labor law, or administrative or arbitral
proceedings (including depositions in connection with such proceedings); provided that the Executive agrees, to the extent practicable
and legally permissible, to give the Company prompt written notice of any such legal process and cooperated with the Company’s
efforts to seek a protective order.
(e) Acknowledgement.
The Executive acknowledges that he will acquire much Confidential Information concerning the past, present and future business of the
Company as the result of his employment, as well as access to the relationships between the Company and its clients and employees. The
Executive further acknowledges that the business of the Company is very competitive and that competition by him in that business during
his employment, or after his employment terminates, would severely injure the Company. The Executive understands and agrees that the
restrictions contained in this Section 8 are reasonable and are required for the Company’s legitimate protection, and
do not unduly limit his ability to earn a livelihood.
(f) Rights
and Remedies upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7
and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would
not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the
Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies
shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in
lieu of, any other rights and remedies available to the Company and its affiliates, under law or in equity (including, without limitation,
the recovery of damages):
(i) the
right and remedy to seek to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove
damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining
orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not
then continuing, of such covenants; and
(ii) the
right and remedy to seek to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits,
monies, accruals, increments or other benefits derived or received by him solely as the result of any transactions constituting a breach
of the Restrictive Covenants.
(g) If
any court or other decision-maker of competent jurisdiction determines that any of the Restrictive Covenants, or any part thereof, is
unenforceable because of the duration, scope of activities or geographical scope of such provision, then, after such determination has
become final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes
enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.
9. INTELLECTUAL
PROPERTY. The Executive shall promptly disclose to the Company or any successor or assign, and grant to the Company and its successors
and assigns without any separate remuneration or compensation other than that received by him in the course of his employment, his entire
right, title and interest in and to any and all inventions, developments, discoveries, models, or business plans or opportunities, or
any other intellectual property of any type or nature whatsoever (“Intellectual Property”), developed by him during
the period of, and in connection with, his employment by the Company and whether developed by him during or after business hours, or
alone or in connection with others, that is in any way related to the business of the Company, its successors or assigns. This provision
shall not apply to books or articles authored by the Executive during non-work hours, consistent with his obligations under this Agreement,
so long as such books or articles (a) are not funded in whole or in part by the Company, and (b) do not contain any Confidential
Information or Intellectual Property of the Company. The Executive agrees, at the Company’s expense, to take all steps necessary
or proper to vest title to all such Intellectual Property in the Company, and cooperate fully and assist the Company in any litigation
or other proceedings involving any such Intellectual Property.
10. EQUITABLE
RELIEF. The Executive acknowledges and agrees that, notwithstanding anything herein to the contrary, including without limitation
Section 11 hereof, upon any breach by the Executive of his obligations under Sections 7, 8 or 9 hereof, the Company
will have no adequate remedy at law, and accordingly shall be immediately entitled to specific performance and other appropriate injunctive
and equitable relief in a court of competent jurisdiction.
| 11. | ALTERNATIVE
DISPUTE RESOLUTION (“ADR”) POLICY AND PROCEDURE |
(a) Coverage.
Except as otherwise expressly provided in this or by law, this ADR Policy and Procedure is the sole and exclusive method by which the
Executive and the Company are required to resolve any and all disputes arising out of or related to the Executive’s employment
with the Company or the termination of that employment, each of which is referred to as “Employment-Related Dispute”,
including, but not limited to, disputes arising out of or related to any of the following subjects:
· Compensation
or other terms or conditions of the Executive’s employment; or
· Application
or enforcement of any Company program or policy to the Executive; or
· Any
disciplinary action or other adverse employment decision of the Company or any statement related to the Executive’s employment,
performance or termination; or
· Any
policy of the Company or any agreement between the Executive and the Company; or
· Disputes
over the arbitrability of any controversy or claim which arguably is or may be subject to this ADR Policy and Procedure; or
· Claims
arising out of or related to any current or future federal, state or local civil rights laws, fair employment laws, wage and hour laws,
fair labor or employment standards laws, laws against discrimination, equal pay laws, wage and salary payment laws, plant or facility
closing or layoff laws, laws in regard to employment benefits or protections, family and medical leave laws, and whistleblower laws,
including by way of example, but not limited to, the federal Civil Rights Acts of 1866, 1871, 1964 and 1991, the Pregnancy Discrimination
Act of 1978, the Age Discrimination in Employment Act of 1967, the Equal Pay Act of 1963, the Fair Labor Standards Act of 1938, the Americans
with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, and the Employee Retirement Income Security Act of 1978, as
they have been or may be amended from time to time; or
· Any
other dispute arising out of or related to the Executive’s employment or its termination.
(b) Step
1: Negotiation. The Executive and the Company shall attempt in good faith to negotiate a resolution of any Employment-Related Dispute.
(c) Step
2: Mediation. If an Employment-Related Dispute cannot be settled through negotiation and remains unresolved 15 days after it asserted,
the Executive or the Company may submit the dispute to mediation and the parties shall attempt in good faith to resolve the dispute by
mediation, under the mediation procedure of JAMS or the American Arbitration Association (“AAA”). The choice of the
JAMS or AAA mediation procedure shall be made by the party initiating mediation. Unless the Parties agree otherwise in writing, the mediation
shall be conducted by a single mediator, and the mediator shall be selected from an appropriate JAMS or AAA panel pursuant to the JAMS
or AAA rules, respectively. The mediation shall be conducted in New York City, New York. Unless the Parties agree otherwise, the cost
of the mediator's professional fees and expenses and any reasonable administrative fee will be shared and paid equally by the Parties,
and each Party shall bear its own attorneys’ fees and costs of the mediation.
(d) Step
3: Binding Arbitration. If an Employment-Related Dispute cannot be settled through mediation and remains unresolved the shorter
of 45 days after the appointment of the mediator or 5 days after the aforementioned first mediation hearing, the Executive or the Company
may submit the dispute to arbitration and the dispute shall be settled in arbitration by a single arbitrator in accordance with the applicable
rules for arbitration of employment disputes of JAMS or the AAA in effect at the time of the submission to arbitration. The choice
of JAMS or AAA arbitration rules shall be made by the Party initiating arbitration. The arbitration shall be conducted in the city
and state in which the Company office is located in which the Executive work(ed). The arbitrator shall not have the authority to alter
or amend any lawful policy, procedure or practice of the Company or agreement to which the Company is a party or the substantive rights
or defenses of either Party under any statute, contract, constitution or common law. Each Party shall be responsible for its own attorneys'
fees and other costs, fees and expenses, if any, with respect to its conduct of the arbitration. The administrative cost of the arbitration,
including any reasonable administrative fee and arbitrator's fees and expenses, shall be shared equally and paid by the Parties. The
arbitrator is expressly empowered to award reasonable attorneys' fees and expenses to the prevailing party as well as all other remedies
to which either party would be entitled if the dispute were resolved in court. The decision and award of the arbitrator is final and
binding. The arbitrator shall promptly issue a written decision in support of his/her award. Judgment upon the award rendered by the
arbitrator may be entered in any court of competent jurisdiction, and the award may be confirmed and enforced in any such court. The
Federal Arbitration Act or any applicable state law shall govern the application and enforcement of the provisions of this Section 11.
(e) Provisional
Remedies. The Executive or the Company may file a complaint or commence a court action to obtain an injunction to enforce the provisions
of this ADR Policy and Procedure, or to seek a temporary restraining order or preliminary injunction or other provisional relief to maintain
the status quo or in aid of or pending the application or enforcement of this ADR Policy and Procedure. Despite such complaint or action,
the parties shall continue to participate in good faith in this ADR Policy and Procedure.
(f) Administrative
Agencies. Nothing in this ADR Policy and Procedure is intended to prevent the Executive from filing a complaint or charge with any
administrative agency, including, but not limited to, the Equal Employment Opportunity Commission and the National Labor Relations Board.
(g) At-Will
Employment/Waiver of Jury or Court Trial. This ADR Policy and Procedure does not alter the terms and conditions of the Executive’s
employment pursuant to this Agreement. Nothing in this ADR Policy and Procedure limits in any way the Executive’s right or the
Company's right to terminate the Executive’s employment at any time consistent with the terms of the Agreement. This ADR Policy
and Procedure does not require the Executive or Company to start the arbitration process before taking action of any kind, including
without limitation the termination of the Executive’s employment. This Policy waives any right that the Executive or the Company
may have to a jury trial or a court trial of any Employment-Related Dispute (except as provided above in Sections 10 or 11(e) for
a court to issue provisional or equitable remedies).
| (h) | ADR
Agreement and Savings Provision. |
(i) The
Executive and the Company agree that this ADR Policy and Procedure shall mandatorily apply and be the sole and exclusive method by which
both the Executive and the Company are required to resolve any and all Employment-Related Disputes, to the fullest extent permitted and
not prohibited or restricted by law.
(ii) Should
any provision of this ADR Policy and Procedure be held invalid, illegal or unenforceable, the Executive and the Company agree that it
shall be deemed to be modified so that its purpose can lawfully be effectuated and the balance of this ADR Policy and Procedure shall
remain in full force and effect. The Executive and the Company further agree that the provisions of this ADR Policy and Procedure shall
be deemed severable and the invalidity or enforceability of any provision of the Agreement shall not affect the validity or enforceability
of the provisions of this Section 11.
12. COOPERATION
IN FUTURE MATTERS. The Executive hereby agrees that for a period of eighteen (18) months following his termination of employment,
he shall cooperate fully with the Company’s reasonable requests relating to matters that pertain to the Executive’s employment
by the Company, including, without limitation, providing information or limited consultation as to such matters, participating in legal
proceedings, investigations or audits on behalf of the Company, or otherwise making himself reasonably available to the Company for other
related purposes. Any such cooperation shall be performed at scheduled times taking into consideration the Executive’s other commitments
and all reasonable out of pocket costs incurred by the Executive shall be fully paid by the Company. The Executive shall not be required
to perform such cooperation to the extent it conflicts with any requirements of exclusivity of services for another employer or otherwise,
nor in any manner that in the good faith belief of the Executive would conflict with his rights under or ability to enforce this Agreement.
13. RETURN
OF PROPERTY. On the date of the Executive’s termination of employment with the Company for any reason (or at any time prior thereto
at the Company’s request), the Executive will promptly return all property belonging to the Company or any of its affiliates.
(a) Notices.
All notices and other communications hereunder shall be in writing or by written telecommunication, and shall be deemed to have been
duly given if delivered personally or if sent by overnight courier or by certified mail, return receipt requested, postage prepaid, to
the relevant address set forth below, or to such other address as the recipient of such notice or communication shall have specified
in writing to the other party hereto, in accordance with this Section 14(a).
| If
to the Company, to: | AR
Global Investments, LLC |
405
Park Avenue, 2nd Floor
New York, NY 10022
Attn: CEO
| With
a copy to: | AR
Global Investments, LLC |
405
Park Avenue, 14th Floor
New York, NY 10022
Attn: Jesse C. Galloway, Esq.
| And
by email to: | Email:
JGalloway@ar-global.com |
If to the Executive,
at his last residence shown on the records of the Company,
| With
a copy to: | Debevoise &
Plimpton LLP |
919 Third Avenue
New York, NY 10022
Attn: William D. Regner, Esq.
(b) Severability.
If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality
and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.
(i) No
delay or omission by either party hereto in exercising any right, power or privilege hereunder shall impair such right, power or privilege,
nor shall any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise
of any other right, power or privilege.
(ii) Except
as expressly set forth in this Agreement, Executive shall not be entitled to and the Company shall not be responsible to the Executive
for any remuneration or benefits on behalf of Executive’s services to the Company, his employment or the termination of such employment.
(d) Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such
counterpart.
(e) Assigns.
This Agreement shall be binding upon and inure to the benefit of the Company’s successors and assigns and the Executive’s
personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees. This Agreement shall not be
assignable by the Executive, it being understood and agreed that this is a contract for the Executive’s personal services. This
Agreement shall be assignable by the Company, to a successor to the GNL Advisor’s or the Company’s business or assets, upon
notice to the Executive. When assigned to a successor, the assignee shall assume this Agreement and expressly agree to perform this Agreement
in the same manner and to the same extent as the Company would be required to perform it in the absence of such an assignment and the
Company shall be released of all obligations hereunder. For all purposes under this Agreement, the term “Company”
shall include any successor to the Company’s business and/or assets that executes and delivers the assumption agreement described
in the immediately preceding sentence or that becomes bound by this Agreement by operation of law.
(f) Entire
Agreement. This Agreement contains the entire understanding of the parties, supersedes all prior agreements and understandings, whether
written or oral, relating to the subject matter hereof and may not be amended except by a written instrument hereafter signed by the
Executive and the Chief Executive Officer or a duly authorized representative of the Company (other than the Executive).
(g) Governing
Law. This Agreement and the performance and enforcement hereof shall be construed and governed in accordance with the laws of the
State of New York without regard to any choice of law or conflict of law principles, rules or provisions (whether of the State of
New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
(h) Construction.
The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of
strict construction shall be applied against any party. The headings of sections of this Agreement are for convenience of reference only
and shall not affect its meaning or construction. Whenever any word is used herein in one gender, it shall be construed to include the
other gender, and any word used in the singular shall be construed to include the plural in any case in which it would apply and vice
versa.
(i) Payments
and Exercise of Rights after Death. Any amounts payable hereunder after the Executive’s death shall be paid to the Executive’s
designated beneficiary or beneficiaries, whether received as a designated beneficiary or by will or the laws of descent and distribution.
The Executive may designate a beneficiary or beneficiaries for all purposes of this Agreement, and may change at any time such designation,
by notice to the Company making specific reference to this Agreement. If no designated beneficiary survives the Executive or the Executive
fails to designate a beneficiary for purposes of this Agreement prior to his death, all amounts thereafter due hereunder shall be paid,
as and when payable, to his spouse, if he survives the Executive, and otherwise to his estate.
(j) Consultation
with Counsel. The Executive acknowledges that he has had a full and complete opportunity to consult with counsel or other advisers
of his own choosing concerning the terms, enforceability and implications of this Agreement, that the Company has not made any representations
or warranties to the Executive concerning the terms, enforceability and implications of this Agreement other than as are reflected in
this Agreement, and that the Executive’s execution of this Agreement is knowing and voluntary.
(k) Withholding.
Any payments provided for in this Agreement shall be paid net of any applicable income tax withholding required under federal, state
or local law.
(i) Although
the Company does not guarantee the tax treatment of any payments under the Agreement, the intent of the Parties is that the payments
and benefits under this Agreement be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”), and all Treasury Regulations and guidance promulgated thereunder (“Code Section 409A”)
and to the maximum extent permitted the Agreement shall be limited, construed and interpreted in accordance with such intent. In no event
whatsoever shall the Company or its affiliates or their respective officers, directors, employees or agents be liable for any additional
tax, interest or penalties that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A.
(ii) Notwithstanding
any other provision of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation”
under Code Section 409A, such reimbursement shall be provided no later than December 31 of the
year following the year in which the expense was incurred (or, where applicable, no later than such earlier time required by the Agreement).
The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount
of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.
(iii) For
purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)),
the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments
and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Whenever a payment under
this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole
discretion of the Company.
(iv) Notwithstanding
any other provision of this Agreement to the contrary, if at the time of Executive’s separation from service (as defined in Code
Section 409A), Executive is a “Specified Employee”, then solely to the extent required by Code Section 409A, the
Company will defer the payment or commencement of any nonqualified deferred compensation subject to Code Section 409A payable upon
separation from service (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date
that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Code Section 409A
(and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration
of the six (6) month period or such shorter period, if applicable). Executive will be a “Specified Employee” for purposes
of this Agreement if, on the date of Executive’s separation from service, Executive is an individual who is, under the method of
determination adopted by the Company designated as, or within the category of executives deemed to be, a “Specified Employee”
within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion
all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination.
(v) Notwithstanding
anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes
of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred
compensation” within the meaning of Code Section 409A upon or following a termination of the Employee’s employment unless
such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any
such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall
mean “separation from service” and the date of such separation from service shall be the date of termination for purposes
of any such payment or benefits.
(m) Survival.
Notwithstanding anything in this Agreement or elsewhere to the contrary, the provisions of Sections 6, 7, 8, 9, 10, 11, 12, 13 and
14 shall survive the termination of this Agreement.
IN
WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have caused this Employment Agreement to be duly executed
as of the date first above written.
AR GLOBAL INVESTMENTS,
LLC |
|
|
|
|
|
|
|
By: |
/s/ Edward
M. Weil, Jr. |
|
Name: |
Edward M. Weil, Jr. |
|
Title: |
Chief Executive Officer |
|
|
|
|
|
|
|
Executive |
|
|
|
|
|
|
|
By: |
/s/ James
Nelson |
|
|
James Nelson |
|
Annex
A: Equity Compensation
[See
attached.]
Annex
A: Equity Compensation
| · | As
soon as practicable but in no event more than 30 days after the Effective Date, the Company
shall cause (a) the GNL Advisor to take all actions necessary to grant a Profits Interest
(as defined below) to the Executive and (b) the Property Manager to take all actions
necessary to grant a Profits Interest (as defined below) to the Executive, in each case on
the terms set forth in this Annex A and in Section 3(d) (in each case, as applicable,
the “Class B Units”). The Class B Units shall entitle the Executive
to receive five percent (5%) of the outstanding equity of each of the GNL Advisor and the
Property Manager on the Effective Date, subject to vesting as follows, in each case subject
to the Executive’s continued employment on such vesting date, except as set forth in
Section 6: (i) 1.25% shall be vested as of the grant date; (ii) 1.25%
shall vest on the first anniversary of the Effective Date; (iii) 1.25% shall vest on
the second anniversary of the Effective Date; and (iv) 1.25% shall vest on the third
anniversary of the Effective Date (the “Equity Compensation”). The Class B
Units shall not be entitled to share in any distributions other than, without duplication,
(1) liquidating distributions and (2) distributions in respect of the Profits Allocation
as set forth in Section 3(d). For the avoidance of doubt, the consideration payable
to the equityholders of the GNL Advisor or the Property Manager, as applicable, upon any
sale of the GNL Advisor or the Property Manager, as applicable, shall be allocated among
such sold entity’s respective equityholders (including the applicable holders of the
Class B Units) such that the Class B Units receive the same aggregate amount as
they would be entitled to receive if such entity were dissolved, its affairs wound up, its
assets sold for cash equal to the aggregate consideration to be paid to its equityholders
in respect of such sale, all liabilities of such entity were satisfied and the net amount
were distributed to its equityholders in the same manner as on a liquidation of such entity.
The portion of the Class B Unit entitling the Executive to rights in respect of the
Equity Compensation (but not the portion of the Class B Unit entitling the Executive
to rights in respect of the Profits Allocation (as defined in Section 3(d)) with respect
to the GNL Advisor is intended to be a catch-up Profits Interest for $5.0 million. The portion
of the Class B Unit entitling the Executive to rights in respect of the Equity Compensation
(but not the portion of the Class B Unit entitling the Executive to rights in respect
of the Profits Allocation (as defined in Section 3(d)) with respect to the Property
Manager is intended to be a catch-up Profits Interest for $500,000. The parties agree that
the current valuation of the GNL Advisor is $100 million and of the Property Manager is $10
million (it being understood that the Class B Unit on the date of grant shall have a
liquidation value of zero, as further set forth below in the definition of Profits Interest).
The Class B Units shall be non-voting. For the avoidance of doubt, the Class B
Units shall pay or provide distributions on only the vested Class B Units, and the Executive
shall not have any right to receive any Profits Allocation (or related distributions thereof)
in respect of the Net Income for any year with respect to the portion of the Class B
Units that are not yet vested in such year (whether distributed in such year or in a future
year). None of the GNL Advisor or the Property Manager shall allocate to the Executive any
income for any year that exceeds the amount of his vested Profit Allocation for such year,
and all income that would otherwise have been allocated to the unvested Profit Allocation
shall be allocated to the other partners of the GNL Advisor and Property Manager, as applicable. |
| · | “Profits
Interest” shall mean an interest in the future profits of the GNL Advisor satisfying
the requirements for a partnership profits interest transferred in connection with the performance
of services, as set forth in IRS Revenue Procedures 93-27, and 2001-43, or any future IRS
guidance or other authority that supplements or supersedes the foregoing Revenue Procedures;
provided, that such Profits Interests shall be valued based on liquidation
value or similar principles including any action required by the GNL Advisor under Revenue
Procedure 2001-43, unless superseded by Notice 2005-43, in which case, the Company may take
any and all actions solely to the extent as may be necessary or desirable pursuant to such
notice, final or temporary regulations that may be promulgated to bring into effect the Proposed
Treasury Regulations (Proposed Treasury Regulations §§ 1.83-3, 1.704-1, 1.706-3,
1.707-1, 1.721-1, 1.761-1) set forth in the notice of proposed rulemaking (REG–105346–03),
and any similar or related authority. |
| · | The
description above is subject to definitive documentation including, without limitation, amending
the underlying operating agreement of the GNL Advisor and any other required documentation
and the parties will work together in good faith to accomplish the foregoing.1 |
1
The operating agreement will include the waterfall mechanics.
Annex
B: Form of General Release
[See
attached.]
ANNEX
B
GENERAL
RELEASE AND WAIVER AGREEMENT
This
General Release and Waiver Agreement (the “General Release”) is made as of the ___ day
of ______________, 20_ by __________________ (the “Executive”),
WHEREAS,
the Executive and AR Global Investments, LLC, (the “Company”) have entered into an Employment Agreement (the “Agreement”)
dated as of July 10, 2017, that provides for certain compensation and severance amounts upon the Executive’s termination of
employment; and
WHEREAS,
the Executive has agreed, pursuant to the terms of the Agreement, to execute a release and waiver in the form set forth in this General
Release and Waiver Agreement in consideration of the Company’s agreement to provide the compensation and severance amounts upon
his termination of employment set out in the Agreement; and
WHEREAS,
the Executive has incurred a termination of employment effective as of _______________, 20_;
WHEREAS,
the Company and the Executive desire to settle all rights, duties and obligations between them, including without limitation all such
rights, duties, and obligations arising under the Agreement or otherwise out of the Executive’s employment by the Company; and
WHEREAS,
capitalized terms not otherwise defined herein have the meaning ascribed to such terms in the Agreement.
NOW
THEREFORE, intending to be legally bound and for good and valid consideration the sufficiency of which is hereby acknowledged, the Executive
agrees as follows:
1. RELEASE.
In consideration of the Agreement and for the payments to be made pursuant to the Agreement:
(a) Executive
knowingly and voluntarily releases, acquits and forever discharges the Company, and any and all of its past and present owners, parents,
affiliated entities, divisions, subsidiaries and each of their respective stockholders, members, predecessors, successors, assigns, managers,
agents, directors, officers, employees, representatives, attorneys, employee benefit plans and plan fiduciaries, and each of them (collectively,
the “Releasees”) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, damages, causes
of action, suits, rights, costs, losses, debts and expenses of any nature whatsoever, known or unknown, suspected or unsuspected, foreseen
or unforeseen, matured or unmatured, against them which the Executive or any of his heirs, executors, administrators, successors and
assigns (“Executive Persons”) ever had, now has or at any time hereafter may have, own or hold by reason of any matter, fact,
or cause whatsoever from the beginning of time up to and including the effective date of this General Release (hereinafter referred to
as the “Executive’s Claims”), including without limitation: (i) any claims arising out of or related to any federal,
state and/or local labor or civil rights laws including, without limitation, the federal Civil Rights Acts of 1866, 1871, 1964 and 1991,
the Rehabilitation Act, the Pregnancy Discrimination Act of 1978, the Age Discrimination in Employment Act of 1967, as amended by, inter
alia, the Older Workers Benefit Protection Act of 1990, the National Labor Relations Act, the Worker Adjustment and Retraining Notification
Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation
Act of 1985, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act of 1938, as they may be or have been amended from
time to time, and any and all other federal, state or local laws, regulations or constitutions covering the same or similar subject matters;
and (ii) any and all other of the Executive’s Claims arising out of or related to any contract, any and all other federal,
state or local constitutions, statutes, rules or regulations, or under any common law right of any kind whatsoever, or under the
laws of any country or political subdivision, including, without limitation, any of the Executive’s Claims for any kind of tortious
conduct (including but not limited to any claim of defamation or distress), breach of the Agreement, violation of public policy, promissory
or equitable estoppel, breach of the Company’s policies, rules, regulations, handbooks or manuals, breach of express or implied
contract or covenants of good faith, wrongful discharge or dismissal, and/or failure to pay in whole or part any compensation, bonus,
incentive compensation, overtime compensation, severance pay or benefits of any kind whatsoever, including disability and medical benefits,
back pay, front pay or any compensatory, special or consequential damages, punitive or liquidated damages, attorneys’ fees, costs,
disbursements or expenses, or any other claims of any nature; and all claims under any other federal, state or local laws relating to
employment, except in any case to the extent such release is prohibited by applicable federal, state and/or local law.
(b) The
Executive acknowledges that he is aware that he may later discover facts in addition to or different from those which he now knows or
believes to be true with respect to the subject matter of this Release, but it is his intention to fully and finally forever settle and
release any and all matters, disputes, and differences, known or unknown, suspected and unsuspected, which now exist, may later exist
or may previously have existed between himself and the Releasees or any of them, and that in furtherance of this intention, the Executive’s
general release given herein shall be and remain in effect as a full and complete general release notwithstanding discovery or existence
of any such additional or different facts.
(c) Executive
represents that he has not filed or permitted to be filed and will not file against the Releasees, any claim, complaints, charges, arbitration
or lawsuits and covenants and agrees that he will not seek or be entitled to any personal recovery in any court or before any governmental
agency, arbitrator or self-regulatory body against any of the Releasees arising out of any matters set forth in Section 1(a) hereof.
If Executive has or should file such a claim, complaint, charge, grievance, arbitration, lawsuit or similar action, he agrees to remove,
dismiss or take similar action to eliminate such claim, complaint, charge, grievance, arbitration, lawsuit or similar action within five
(5) days of signing this General Release.
(d) Notwithstanding
the foregoing, this General Release is not intended to interfere with Executive’s right to file a charge with the Equal Employment
Opportunity Commission (hereinafter referred to as the “EEOC”) in connection with any claim he believes he may have against
the Company. However, Executive hereby agrees to waive the right to recover money damages in any proceeding he may bring before the EEOC
or any other similar body or in any proceeding brought by the EEOC or any other similar body on his behalf. This General Release does
not release, waive or give up any claim for workers’ compensation benefits, indemnification or director’s and officer’s
liability insurance rights, any Accrued Benefits, Severance Payments, vested retirement or welfare benefits he is entitled to under the
terms of the Company’s retirement and welfare benefit plans, any other vested shares, equity or benefits (including rights with
respect to vested Equity Interests, OP Units and other REIT securities held by the Executive) or indemnification arrangements, as in
effect from time to time, any right to unemployment compensation that Executive may have, or his right to enforce his rights under the
Agreement and this General Release.
2. CONFIRMATION
OF OBLIGATIONS. Executive hereby confirms and agrees to his continuing obligation under the Agreement after termination of employment
not to directly or indirectly disclose to third parties or use any Confidential Information (as defined in the Agreement) that he may
have acquired, learned, developed, or created by reason of his employment with the Company.
| 3. | CONFIDENTIALITY;
NO COMPETITION; NONSOLICITATION. |
(a) Executive
hereby confirms and agrees to his confidentiality, nonsolicitation and non-competition obligations pursuant to the Agreement and his
duty of loyalty and fiduciary duty to the Company under applicable statutory or common law.
(b) The
Executive and the Company each agree to keep the terms of this General Release confidential and shall not disclose the fact or terms
to third parties, except as required by applicable law or regulation or by court order or, as to the Company, in the normal course of
its business; provided, however, that Executive may disclose the terms of this General Release to members of his immediate
family, his attorney or counselor, and persons assisting him in financial planning or tax preparation, provided these people agree to
keep such information confidential.
4. NO
DISPARAGEMENT. Each of the Executive and the Company agree not to disparage the other, including making any statement or comments or
engaging in any conduct that is disparaging toward the Company (including the Releasees and each of them) or the Executive, as the case
may be, whether directly or indirectly, by name or innuendo; provided, however, that nothing in this General Release shall
restrict communications protected as privileged under federal or state law to testimony or communications ordered and required by a court,
in arbitration or by an administrative agency of competent jurisdiction, or limit the Executive’s ability to communicate with or
participate in any investigation or proceeding (including by providing documents or other information, without notice to the Company)
regarding possible violations of federal securities laws that may be conducted by the U.S. Securities and Exchange Commission, the U.S.
Department of Justice, U.S. Consumer Financial Protection Bureau or the U.S. Commodity Futures Trading Commission.
5. REMEDIES
FOR BREACH. In the event that either Party breaches, violates, fails or refuses to comply with any of the provisions, terms or conditions
or any of the warranties or representations of this Agreement (the “Breach”), in its sole discretion the non-breaching Party
shall recover against the breaching Party damages, including reasonable attorneys’ fees, accruing to the non-breaching Party as
a consequence of the Breach. Regardless of and in addition to any right to damages the non-breaching Party may have, the non-breaching
Party shall be entitled to injunctive relief. The provisions of Paragraphs 1, 2, 3 and 4 hereof are material and critical terms of this
Agreement, and the Executive agrees that, if he breaches any of the provisions of these paragraphs, the Company shall be entitled to
injunctive relief against the Executive regardless of and in addition to any other remedies which are available.
6. NO
RELIANCE. Neither the Executive nor the Company is relying on any representations made by the other (including any of the Releasees)
regarding this General Release or the implications thereof.
| 7. | MISCELLANEOUS
PROVISIONS. |
(a) This
General Release contains the entire agreement between the Company and the Executive and supersedes any and all prior agreements, arrangements,
negotiations, discussions or understandings between the Parties relating to the subject matter hereof. No oral understanding, statements,
promises or inducements contrary to the terms of this General Release exist. This General Release cannot be changed or terminated orally.
Should any provision of this General Release be held invalid, illegal or unenforceable, it shall be deemed to be modified so that its
purpose can lawfully be effectuated and the balance of this General Release shall be enforceable and remain in full force and effect.
(b) This
General Release shall extend to, be binding upon, and inure to the benefit of the Parties and their respective successors, heirs and
assigns.
(c) This
General Release shall be governed by and construed in accordance with the laws of the State of New York, without regard to any choice
of law or conflict of law, principles, rules or provisions (whether of the State of New York or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of New York.
(d) This
General Release may be executed in any number of counterparts each of which when so executed shall be deemed to be an original and all
of which when taken together shall constitute one and the same agreement.
8. EFFECTIVE
DATE/REVOCATION. The Executive may revoke this General Release in writing at any time during a period of seven (7) calendar days
after his execution of this General Release (the “Revocation Period”). This General Release shall be effective and enforceable
automatically on the date of actual receipt by the Chief Operating Officer of the Company of the Certificate of Non-Revocation of the
General Release Agreement (the form of which is attached hereto as Attachment A) executed and dated by the Executive at least one (1) calendar
day after expiration of the Revocation Period (the “Effective Date”). The Agreement is deemed revoked unless the Executive
signs and delivers to the Chief Operating Officer of the Company within five (5) calendar days after the Revocation Period, the
Certificate of Non-Revocation of the General Release Agreement. If the Executive revokes this General Release, no severance or any other
payment conditioned on the effectiveness of this General Release pursuant to the Agreement or otherwise shall be due or payable by the
Company to the Executive.
| 9. | ACKNOWLEDGEMENT.
In signing this General Release, the Executive acknowledges that: |
(a) The
Executive has read and understands the Agreement and the General Release and the Executive is hereby advised in writing to consult with
an attorney prior to signing this General Release;
(b) The
Executive has consulted with his attorney, and he has signed the General Release knowingly and voluntarily and understands that the General
Release contains a full and final release of all of the Executive’s Claims;
(c) The
Executive is aware and is hereby advised that the Executive has the right to consider this General Release for twenty-one (21) calendar
days before signing it (or in the event of a group termination program forty-five (45) days), and that if the Executive signs this Agreement
prior to the expiration of the twenty-one (21) calendar days (or 45 days, if applicable), the Executive is waiving the right freely,
knowingly and voluntarily; and
(d) The
General Release is not made in connection with an exit incentive or other employee separation program offered to a group or class of
employees.
IN
WITNESS WHEREOF, the Executive has executed this General Release as of the day and year first above written.
ATTACHMENT
A
CERTIFICATE
OF NON-REVOCATION
OF
THE GENERAL RELEASE AGREEMENT
I hereby certify
and represent that seven (7) calendar days have passed since the Parties signed the General Release and Waiver Agreement, dated
as of _________________, 20__ (the “General Release”), and that I have NOT exercised my right to revoke that General
Release pursuant to the Older Workers Benefit Protection Act of 1990 or any other provision of law. I understand that the Company and
the other Releasees on behalf of themselves and their subsidiaries and affiliates, in providing me with payments and/or benefits under
the General Release, are relying on this Certificate, and that I can no longer revoke the General Release.
|
|
___________________,
20__ |
Executive |
|
Date of Execution
by Executive |
IMPORTANT:
This Certificate
should be signed, dated and returned to Jesse C. Galloway (JGalloway@ar-global.com) no earlier than on the eighth (8th) calendar
day after the General Release is executed by both Parties, and no later than on the fifth (5th) calendar day (inclusive of said 8th calendar
day) thereafter.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 333-255191, 333-214582) and Form S-3 (No. 333-268150) of Global Net Lease, Inc. of
our report dated February 23, 2023 relating to the financial statements of The Necessity Retail REIT, Inc., which appears in
this Current Report on Form 8-K.
/s/ PricewaterhouseCoopers LLP
New York, New York
September 12, 2023
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (No. 333-268150) of Global Net Lease, Inc. of our report dated July 6, 2023 relating to the combined financial statements
of Global Net Lease Advisors, LLC, Necessity Retail Advisors, LLC, Global Net Lease Properties, LLC, and Necessity Retail Properties,
LLC, which appears in this Current Report on Form 8-K.
/s/ Mazars USA LLP |
|
|
|
Fort Washington, Pennsylvania |
|
September 12, 2023 |
|
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statement
No. 333-268150 on Form S-3 and Registration Statement Nos. 333-255191 and 333-214582 on Form S-8 of Global Net Lease, Inc. of our report
dated April 8, 2022, (June 24, 2022, as to Notes 1 & 6) relating to the Combined Statement of Revenues and Certain Expenses of the
portfolio of 81 properties (the “CIM Portfolio”) and related notes appearing in this Current Report on Form 8-K of Global
Net Lease, Inc. dated September 12, 2023.
/s/ Deloitte & Touche LLP
Tempe, Arizona
September 12, 2023
Exhibit 99.1
FOR IMMEDIATE RELEASE
GLOBAL NET LEASE AND THE
NECESSITY RETAIL REIT COMPLETE
MERGER AND INTERNALIZATION
TRANSACTION
Establishes Third-Largest
Net Lease REIT With Global Presence
NEW YORK, September 12, 2023 – Global
Net Lease Inc. (NYSE: GNL) ("Global Net Lease" or "GNL") and The Necessity Retail REIT Inc. (NASDAQ: RTL) ("Necessity
Retail REIT" or "RTL") announced today that they have completed the previously announced merger between GNL and RTL, including
the internalization of both GNL's and RTL's advisory and property management functions. Completion of the merger follows approval by the
shareholders of both companies.
Under the terms of the merger agreement, RTL
stockholders received 0.670 shares of GNL for each common share of RTL. RTL shares have ceased trading on the Nasdaq as of the
market close on September 11, 2023.
James Nelson and Michael Weil, Co-CEOs of GNL,
said, “We are very excited to complete the merger of Global Net Lease and The Necessity Retail REIT, creating the
third-largest listed net lease REIT with a global presence, including over 1,300 properties and more balanced sector exposures. We look
forward to GNL’s future with a dedicated internal management team and enhanced governance attributes which put GNL on par
with other leading publicly traded REITs. GNL will have broadened acquisition capabilities, greater
balance sheet flexibility and a larger asset base that will enable the ability to grow and optimize
its portfolio to create long-term value for all its stakeholders and provide an opportunity to benefit from a trading multiple
expansion as the company trades in line with its peers.”
About Global Net Lease, Inc.
Global Net Lease, Inc. is a publicly traded real
estate investment trust listed on the NYSE, which focuses on acquiring and managing a global portfolio of income producing net lease assets
across the United States, and Western and Northern Europe. Additional information about GNL can be found on its website at www.globalnetlease.com.
Forward-Looking Statements
The statements in this press release that are
not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause
actual results or events to be materially different. In addition, words such as "may," "will," "seeks,"
"anticipates," "believes," "estimates," expects," "plans," "intends," "would,"
or similar expressions indicate a forward-looking statement, although not all forward-looking statements contain these identifying words.
Any statements referring to the future value of an investment in GNL, including the adjustments giving effect to the mergers as well as
the potential success that GNL may have in executing the mergers are also forward-looking statements. There are a number of risks, uncertainties
and other important factors that could cause GNL's actual results, or GNL's actual results after making adjustments to give effect to
the mergers to differ materially from those contemplated by such forward-looking statements, including but not limited to: (i) failure
to realize the expected benefits of the mergers, (ii) significant transaction costs or unknown or inestimable liabilities, (iii) the ongoing
risk of shareholder litigation in connection with the mergers (iv) the risk that RTL's business will not be integrated successfully or
that such integration may be more difficult, time-consuming or costly than expected, (v) risks related to future opportunities and plans
for GNL post-closing, including the uncertainty of expected future financial performance and results of GNL post-closing (vi) the effect
of any downgrade of GNL's or RTL's corporate rating or to any of their respective debt or equity securities including the outstanding
notes under the RTL Indenture; (vii) GNL’s inability to retain and hire key personnel and maintain favorable business relationships
post-closing; (viii) potential adverse effects of the ongoing global COVID-19 pandemic, including actions taken to contain or treat COVID-19
on GNL’s tenants and the global economy and financial market, as well as the additional risks, uncertainties and other important
factors set forth in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" sections of GNL's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23,
2023, and all other filings with the SEC after that date, as such risks, uncertainties and other important factors may be updated from
time to time in GNL's subsequent reports. Further, forward-looking statements speak only as of the date they are made, and the Company
undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated
events or changes to future operating results over time, except as required by law.
Contacts:
Investors and Media:
Email: investorrelations@globalnetlease.com
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