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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to
Commission File Number 001-38530
Essential Properties Realty Trust, Inc.
(Exact name of Registrant as specified in its Charter)
Maryland82-4005693
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
  
902 Carnegie Center Blvd., Suite 520
Princeton, New Jersey
08540
(Address of Principal Executive Offices)(Zip Code)
 
Registrants telephone number, including area code: (609) 436-0619
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which
Registered
Common Stock, $0.01 par value EPRT New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒  No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company, “and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer 
  Accelerated filer 
Non-accelerated filer 
  Smaller reporting company 
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐
As of June 30, 2021 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value of the registrant's shares of common stock, $0.01 par value, held by non-affiliates of the registrant, was $3.2 billion based on the last reported sale price of $27.04 per share on the New York Stock Exchange on June 30, 2021.
The number of shares of the registrant's Common Stock outstanding as of February 16, 2022 was 125,605,199.
Documents Incorporated by Reference
Portions the Definitive Proxy Statement for the registrant's 2022 Annual Meeting of Stockholders are incorporated by reference into Part III of this report. The registrant expects to file such proxy statement within 120 days after the end of its fiscal year.



Table of Contents
 
  Page
PART I  
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
   
PART II  
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.116 
   
PART III  
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
   
PART IV  
Item 15.
Item 16
F-1

2


PART I
In this Annual Report, we refer to Essential Properties Realty Trust, Inc., a Maryland corporation, together with its consolidated subsidiaries, including, Essential Properties, L.P., a Delaware limited partnership and its operating partnership (the "Operating Partnership"), as "we," "us," "our" or "the Company" unless we specifically state otherwise or the context otherwise requires.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In particular, statements pertaining to our business and growth strategies, investment, financing and leasing activities and trends in our business, including trends in the market for long-term, net leases of freestanding, single-tenant properties, contain forward-looking statements. When used in this report, the words "estimate," "anticipate," "expect," "believe," "intend," "may," "will," "should," "seek," "approximately" and "plan," and variations of such words, and similar words or phrases, that are predictions of future events or trends and that do not relate solely to historical matters, are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans, beliefs or intentions of management.
Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements; accordingly, you should not rely on forward-looking statements as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise, and may not be realized. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
general business and economic conditions;
risks inherent in the real estate business, including tenant defaults or bankruptcies, illiquidity of real estate investments, fluctuations in real estate values and the general economic climate in local markets, competition for tenants in such markets, potential liability relating to environmental matters and potential damages from natural disasters;
the performance and financial condition of our tenants;
the availability of suitable properties to acquire and our ability to acquire and lease those properties on favorable terms;
our ability to renew leases, lease vacant space or re-lease space as existing leases expire or are terminated;
volatility and uncertainty in the credit markets and broader financial markets, including potential fluctuations in the Consumer Price Index ("CPI");
the degree and nature of our competition;
our failure to generate sufficient cash flows to service our outstanding indebtedness;
our ability to access debt and equity capital on attractive terms;
fluctuating interest rates;
availability of qualified personnel and our ability to retain our key management personnel;
changes in, or the failure or inability to comply with, applicable law or regulation;
our failure to continue to qualify for taxation as a real estate investment trust ("REIT");
changes in the U.S. tax law and other U.S. laws, whether or not specific to REITs;
3


any adverse impact of the COVID-19 pandemic on the Company and its tenants; and
additional factors discussed in the sections entitled "Business," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Annual Report.
You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future events or of our performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by law.
Because we operate in a highly competitive and rapidly changing environment, new risks emerge from time to time, and it is not possible for management to predict all such risks, nor can management assess the impact of all such risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual events or results.
Summary Risk Factors
Our business is subject to a number of risks that could materially and adversely impact our financial condition, results of operations, cash flows and liquidity, prospects, the market price of our common stock and our ability to, among other things, service our debt and to make distributions to our stockholders. The following risks, which, together with other material risks that are discussed more fully herein under “Risk Factors,” are the principal factors that make an investment in our company speculative or risky:
adverse changes in the U.S., global and local markets and related economic conditions;
the failure of our tenants to successfully operate their businesses, or tenant defaults, bankruptcies or insolvencies;
defaults by borrowers on our mortgage loans receivable;
an inability to identify and complete acquisitions of suitable properties or yield the returns we seek with future acquisitions;
an inability to access debt and equity capital on commercially acceptable terms or at all;
a decline in the fair value of our real estate assets;
geographic, industry and tenant concentrations that reduce the diversity of our portfolio;
a reduction in the willingness or ability of consumers to physically patronize or use their discretionary income in the businesses of our tenants and potential tenants;
our significant indebtedness, which requires substantial cash flow to service, subjects us to covenants and exposes us to refinancing risk and the risk of default;
failure to continue to qualify for taxation as a REIT; and
any adverse impact of the COVID-19 pandemic on us and our tenants.
Item 1. Business.
We are an internally managed real estate company that acquires, owns and manages primarily single-tenant properties that are net leased on a long-term basis to middle-market companies operating service-oriented or experience-based businesses. We have assembled a diversified portfolio using a disciplined strategy that focuses on properties leased to tenants in businesses such as;
Early childhood education,
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Car washes,
Restaurants (primarily quick service restaurants and casual dining),
Medical and dental services,
Automotive services,
Convenience stores,
Entertainment,
Health and fitness,
Equipment rental and
Grocery
We believe that, in general, properties leased to tenants in these businesses and similar businesses are essential to the generation of the tenants' sales and profits. We also believe that these businesses have favorable growth potential and, because of their nature they are more insulated from e-commerce pressure than many other businesses.
We completed our initial public offering in June 2018 (our "IPO") and we qualified to be taxed as a REIT beginning with our taxable year ended December 31, 2018. As of December 31, 2021, 93.1% of our $242.9 million of annualized base rent was attributable to properties operated by tenants in service-oriented and experience-based businesses. "Annualized base rent" means annualized contractually specified cash base rent in effect on December 31, 2021 for all of our leases (including those accounted for as loans or direct financing leases) commenced as of that date and annualized cash interest on our mortgage loans receivable as of that date.
Our primary business objective is to maximize stockholder value by generating attractive risk-adjusted returns through owning, managing and growing a diversified portfolio of commercially desirable properties. We have grown significantly since commencing our operations and investment activities in June 2016. As of December 31, 2021, our portfolio consisted of 1,451 properties, inclusive of 126 properties which secure our investments in mortgage loans receivable. Our portfolio was built based on the following core investment attributes:
Diversified Portfolio.   As of December 31, 2021, our portfolio was 99.9% occupied by 311 tenants operating 433 different concepts (i.e., generally brands) in 16 industries across 46 states, with none of our tenants contributing more than 3.3% of our annualized base rent. Our goal is that, over time, no more than 5% of our annualized base rent will be derived from any single tenant or more than 1% from any single property.
Long Lease Term.    As of December 31, 2021, our leases had a weighted average remaining lease term of 14.0 years (based on annualized base rent), with only 5.4% of our annualized base rent attributable to leases expiring prior to January 1, 2027. Our properties generally are subject to long-term net leases that we believe provide us a stable base of revenue from which to grow our portfolio.
Significant Use of Master Leases.   As of December 31, 2021, 61.3% of our annualized base rent was attributable to master leases. A master lease is a single lease pursuant to which multiple properties are leased to a single operator/tenant on a unitary (i.e., “all or none”) basis. The master lease structure spreads our investment risk across multiple properties, and we believe it reduces our exposure to operating and renewal risk at any one property, and promotes efficient asset management. We seek to acquire properties owned and operated by middle-market businesses and lease the properties back to the operators pursuant to our standard lease form. For the year ended December 31, 2021, approximately 89.1% of our investments were sale-leaseback transactions.
Contractual Base Rent Escalation. As of December 31, 2021, 98.6% of our leases (based on annualized base rent) provided for increases in future base rent at a weighted average rate of 1.6% per year. Rent escalation provisions provide contractually-specified incremental yield on our investments and provide a degree of protection from inflation or a rising interest rate environment.
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Smaller, Low Basis Single-Tenant Properties. We generally invest in freestanding "small-box" single-tenant properties. As of December 31, 2021, our average investment per property was $2.3 million (which equals our aggregate investment in our properties (including transaction costs, lease incentives and amounts funded for construction in progress) divided by the number of properties owned at such date), and we believe investments of similar size should allow us to grow our portfolio without concentrating a large amount of capital in individual properties and should allow us to limit our exposure to events that may adversely affect a particular property. Additionally, we believe that many of our properties are fungible and appropriate for multiple commercial uses, which reduces the risk that a particular property may become obsolete and enhances our ability to sell a property if we choose to do so.
Healthy Rent Coverage Ratio and Tenant Financial Reporting. As of December 31, 2021, our portfolio's weighted average rent coverage ratio was 3.7x, and 98.5% of our leases (based on annualized base rent) obligate the tenant to periodically provide us with specified unit-level financial reporting. "Rent coverage ratio" means, as of a specified date, the ratio of (x) tenant-reported or, when unavailable, management's estimate (based on tenant-reported financial information) of annual earnings before interest, taxes, depreciation, amortization and cash rent attributable to the leased property (or properties, in the case of a master lease) to (y) the annualized base rental obligation.
2021 Financial and Operating Highlights
During 2021, we completed $974.0 million of investments, including $842.8 million in 297 property acquisitions and $131.1 million in newly originated loans receivable secured by 49 properties.
As of December 31, 2021, our total gross investment in real estate was $3.4 billion, and we had total debt of $1.2 billion.
During 2021, we declared distributions totaling $1.00 per share of common stock.
In April 2021, we completed a follow-on offering of 8,222,500 shares of our common stock, including 1,072,500 shares of common stock purchased by the underwriters pursuant to an option to purchase additional shares raising net proceeds of $185.1 million.
During 2021, we sold 10,005,890 shares of our common stock under the ATM Program (as defined herein), at a weighted average price per share of $27.58, raising net proceeds of $271.9 million.
In June 2021, through our Operating Partnership, we completed a public offering of $400.0 million in aggregate principal amount of unsecured 2.950% Senior Notes due 2031 (the "2031 Notes"), raising in net proceeds of $396.6 million.
In June 2021, we voluntarily prepaid the remaining outstanding principal amount of $171.2 million under our private conduit program (the "Master Trust Funding" program) and paid a make-whole premium of $2.5 million.
Our Target Market
We are an active investor in single-tenant, net leased commercial real estate. Our target properties are generally freestanding commercial real estate facilities where a middle-market tenant conducts activities on property that are essential to the generation of its sales and profits. We believe that this market is underserved from a capital perspective and therefore offers attractive risk-adjusted returns from an investment perspective.
Within this market, we focus our investment activities on properties leased to tenants engaged in a targeted set of 13 service-oriented or experience-based businesses. We believe that operating properties are the essential venues through which these businesses transact with their customers, and therefore that such properties and businesses are generally more insulated from the competitive pressure of e-commerce businesses than many other businesses where significant activity can take place online.
We focus on properties leased to middle-market companies, which we define as regional and national operators with between 10 and 250 locations and $20 million to $500 million in annual revenue, and we opportunistically invest in properties leased to smaller companies, which we define as regional operators with fewer
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than 10 locations and less than $20 million in annual revenue. Although it is not our primary investment focus, we will opportunistically consider investing in properties leased to larger companies. While the creditworthiness of most of our targeted tenants is not rated by a nationally recognized statistical rating organization, we seek to invest in properties leased to companies in our targeted middle-market that we determine have attractive credit characteristics and stable operating histories.
Despite the size of the overall commercial retail real estate market, the market for single-tenant, net leased commercial real estate is highly fragmented. In particular, we believe that there is a limited number of participants addressing the long-term capital needs of unrated middle-market and smaller companies. We believe that many publicly traded REITs that invest in net leased properties concentrate their investment activity in properties leased to tenants whose creditworthiness has been rated by a nationally recognized statistical rating organization, which tend to be larger and often publicly traded organizations, with the result that unrated, middle-market and smaller companies are relatively underserved and offer us an opportunity to make investments with attractive risk-adjusted return potential.
Furthermore, we believe that there is strong demand for our net-lease capital solutions among middle-market and smaller owner-operators that own commercial real estate, in part, due to the bank regulatory environment, which, since the turmoil in the housing and mortgage industries from 2007-2009, has generally been characterized by increased scrutiny and regulation. We believe that this environment has made commercial banks less responsive to the long-term capital needs of unrated middle-market and small companies, many of which have historically depended on commercial banks for their financing. Accordingly, we see an attractive opportunity to address capital needs of these companies by offering them an efficient alternative for financing their real estate versus accessing traditional mortgage or bank debt and/or using their own equity.
As a result, while we believe our net-lease financing solutions may be attractive to a wide variety of companies, we believe our most attractive opportunity is owning properties net leased to middle-market and smaller companies that are generally unrated and have less access to efficient sources of long-term capital than larger, credit-rated companies.
Our Competitive Strengths
We believe the following competitive strengths distinguish us from our competitors and allow us to compete effectively in the single-tenant, net-lease market:
Carefully Constructed Portfolio of Properties Leased to Service-Oriented or Experience-Based Tenants.   We have strategically constructed a portfolio that is diversified by tenant, industry, concept and geography and generally avoids exposure to businesses that we believe are subject to pressure from e-commerce businesses. Our properties are generally subject to long-term net leases that we believe provide us with a stable and predictable base of revenue from which to grow our portfolio. As of December 31, 2021, our portfolio consisted of 1,451 properties, with annualized base rent of $242.9 million, which was purposefully selected by our management team in accordance with our focused and disciplined investment strategy. Our portfolio is diversified with 311 tenants operating 433 different concepts across 46 states and in 16 distinct industries. None of our tenants contributed more than 3.3% of our annualized base rent as of December 31, 2021, and our strategy targets a scaled portfolio that, over time, allows us to derive no more than 5.0% of our annualized base rent from any single tenant or more than 1.0% from any single property.
We focus on investing in properties leased to tenants operating in the service-oriented or experience-based businesses noted above. As of December 31, 2021, 93.1% of our annualized base rent was attributable to tenants operating service-oriented and experience-based businesses.
We believe that our portfolio's diversity and our rigorous underwriting decrease the impact on us of an adverse event affecting an individual tenant, industry or region, and our focus on leasing to tenants in industries where operating properties are essential to generating their revenues and profits (and that we believe are well-positioned to withstand competition from e-commerce businesses), increases the stability and predictability of our rental revenue.
Differentiated Investment Strategy.    We seek to acquire and lease freestanding, single-tenant commercial real estate facilities where a tenant services its customers and conducts activities at the property that are essential to the generation of its sales and profits. We primarily seek to invest in properties leased to middle-
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market companies that we determine have attractive credit characteristics and stable operating histories. We believe middle-market companies are underserved from a capital perspective and that we can offer them attractive real estate financing solutions while allowing us to enter into leases that provide us with attractive risk-adjusted returns. Furthermore, many net lease transactions with middle-market companies involve properties that are individually relatively small, which allows us to avoid concentrating a large amount of capital in individual properties. We maintain close relationships with our tenants, which we believe allows us to source additional investments and become the capital provider of choice as our tenants' businesses grow and their real estate needs increase.
Disciplined Underwriting Leading to Strong Portfolio Characteristics.    We generally seek to invest in single assets or portfolios of assets through transactions which range in aggregate purchase price from $2 million to $50 million. Our size allows us to focus on investing in a segment of the market that we believe is underserved from a capital perspective and where we can originate or acquire relatively smaller assets on attractive terms that provide meaningful growth to our portfolio. In addition, we seek to invest in commercially desirable properties that are suitable for use by different tenants, offer attractive risk-adjusted returns and possess characteristics that reduce our real estate investment risks. As of December 31, 2021:
Our leases had a weighted average remaining lease term (based on annualized base rent) of 14.0 years, with only 5.4% of our annualized base rent attributable to leases expiring prior to January 1, 2027;
Master leases contributed 61.3% of our annualized base rent;
Our portfolio's weighted average rent coverage ratio was 3.7x, with leases contributing 68.7% of our annualized base rent having rent coverage ratios in excess of 2.0x (excluding leases that do not report unit-level financial information);
Our portfolio was 99.9% occupied;
Leases contributing 98.6% of our annualized base rent provided for increases in future annual base rent, ranging from 1.0% to 4.0% annually, with a weighted average annual escalation equal to 1.6% of base rent; and
Leases contributing 94.5% of annualized base rent were triple-net.
Growth-Oriented Balance Sheet Scalable Infrastructure.  We believe our financial position and existing infrastructure support our external growth strategy. As of December 31, 2021, we had the ability to borrow up to $256.0 million under our $400.0 million senior unsecured revolving credit facility that matures in April 2023. In February 2022, we amended and restated our revolving credit facility to, among other things, increase the maximum borrowing availability to $600.0 million. For more information about our indebtedness, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Description of Certain Debt" and Note 5—Long Term Debt to our consolidated financial statements included elsewhere in this report.
As of December 31, 2021, we had $1.2 billion of gross debt outstanding, with a weighted average maturity of 5.6 years, and net debt of $1.1 billion. For the year ended December 31, 2021, our net income was $96.2 million, our Adjusted EBITDAre was $195.9 million and our Annualized Adjusted EBITDAre was $236.8 million. Our ratio of net debt to Annualized Adjusted EBITDAre was 4.7x as of December 31, 2021. Net debt, Adjusted EBITDAre and Annualized Adjusted EBITDAre are non-GAAP financial measures. For definitions of net debt and Annualized Adjusted EBITDAre, reconciliations of these measures to total debt and net income, respectively, the most directly comparable financial measures calculated in accordance with accounting principles generally accepted in the United States ("GAAP"), and a statement of why our management believes the presentation of these non-GAAP financial measures provide useful information to investors and a discussion of how management uses these measures, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations'—Non-GAAP Financial Measures."
We also maintain an ATM Program and, as of December 31, 2021, we had the ability to issue additional common stock thereunder with an aggregate gross sales price of up to $161.5 million.
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Experienced and Proven Management Team.  Our senior management has significant experience in the net lease industry and a track record of growing net lease businesses to significant scale.
Our senior management team has been responsible for our focused and disciplined investment strategy and for developing and implementing our investment sourcing, underwriting, closing and asset management infrastructure, which we believe can support significant investment growth without a proportionate increase in our operating expenses. As of December 31, 2021, 85.2% of our portfolio's annualized base rent was attributable to internally originated sale-leaseback transactions and 86.2% was acquired from parties who had previously engaged in one or more transactions that involved a member of our senior management team (including operators and tenants and other participants in the net lease industry, such as brokers, intermediaries and financing sources). The substantial experience, knowledge and relationships of our senior leadership team provide us with an extensive network of contacts that we believe allows us to originate attractive investment opportunities and effectively grow our business.
Asset Base Allows for Significant Growth.    Building on our senior leadership team's experience of more than 20 years in net lease real estate investing, we have developed leading origination, underwriting, financing, and property management capabilities. Our platform is scalable, and we seek to leverage our capabilities to improve our efficiency and processes to continue to seek attractive risk-adjusted growth. While we expect that our general and administrative expenses could increase as our portfolio grows, we expect that such expenses as a percentage of our portfolio and our revenues will decrease over time due to efficiencies and economies of scale. During the years ended December 31, 2021, 2020 and 2019, we invested in properties with aggregate investment values of $974.0 million, $602.8 million and $598.1 million, respectively. With our smaller asset base relative to other peers that focus on acquiring net leased real estate, we believe that we can achieve superior growth through manageable acquisition volume.
Extensive Tenant Financial Reporting Supports Active Asset Management.    We seek to enter into leases that obligate our tenants to periodically provide us with corporate and/or unit-level financial reporting, which we believe enhances our ability to actively monitor our investments, actively evaluate credit risk, negotiate lease renewals and proactively manage our portfolio to protect stockholder value. As of December 31, 2021, leases contributing 98.5% of our annualized base rent required tenants to provide us with specified unit-level financial information.
Our Business and Growth Strategies
Our primary business objective is to maximize stockholder value by generating attractive risk-adjusted returns through owning, managing and growing a diversified portfolio of commercially desirable net lease properties. We intend to pursue our objective through the following business and growth strategies.
Structure and Manage Our Diverse Portfolio with Focused and Disciplined Underwriting and Risk Management.    We seek to maintain the stability of our rental revenue and maximize the long-term return on our investments while continuing our growth by using our focused and disciplined underwriting and risk management expertise. When underwriting assets, we emphasize commercially desirable properties, with strong operating performance, healthy rent coverage ratios and tenants with attractive credit characteristics.
Leasing.    In general, we seek to enter into leases with (i) relatively long terms (typically with initial terms of 15 years or more and tenant renewal options); (ii) attractive rent escalation provisions; (iii) healthy rent coverage ratios; and (iv) tenant obligations to periodically provide us with financial information, which provides us with information about the operating performance of the leased property and/or tenant and allows us to actively monitor the security of payments under the lease on an ongoing basis. We strongly prefer to use master lease structures, pursuant to which we lease multiple properties to a single tenant on a unitary (i.e., "all or none") basis. In addition, in the context of our sale-leaseback investments, we generally seek to establish contract rents that are at or below prevailing market rents, which we believe enhances tenant retention and reduces our releasing risk if a lease is rejected in a bankruptcy proceeding or expires.
Diversification.    We monitor and manage the diversification of our portfolio in order to reduce the risks associated with adverse developments affecting a particular tenant, property, industry or region. Our strategy targets a scaled portfolio that, over time, will (i) derive no more than 5% of its annualized base from any single tenant or more than 1% of its annualized base rent from any single property, (ii) be primarily leased to tenants operating in service-oriented or experience-based businesses and (iii) avoid significant geographic
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concentration. While we consider these criteria when making investments, we may be opportunistic in managing our business and make investments that do not meet one or more of these criteria if we believe the opportunity presents an attractive risk-adjusted return.
Asset Management.    We are an active asset manager and regularly review each of our properties to evaluate, various factors, including, but not limited to, changes in the business performance at the property, credit of the tenant and local real estate market conditions. Among other things, we use Moody's Analytics RiskCalc ("RiskCalc") to proactively detect credit deterioration. RiskCalc is a model for predicting private company defaults based on Moody's Analytics Credit Research Database. Additionally, we monitor market rents relative to in-place rents and the amount of tenant capital expenditures in order to refine our tenant retention and alternative use assumptions. Our management team utilizes our internal credit diligence to monitor the credit profile of each of our tenants on an ongoing basis. We believe that this proactive approach enables us to identify and address issues in a timely manner and to determine whether there are properties in our portfolio that are appropriate for disposition.
In addition, as part of our active portfolio management, we may selectively dispose of assets that we conclude do not offer a return commensurate with the investment risk, contribute to unwanted geographic, industry or tenant concentrations, or may be sold at a price we determine is attractive. During the year ended December 31, 2021, we sold 38 properties for net sales proceeds of $59.3 million, including two properties that were vacant. We believe that our underwriting processes and active asset management enhance the stability of our rental revenue by reducing default losses and increasing the likelihood of lease renewals.
Focus on Relationship-Based Sourcing to Grow Our Portfolio by Originating Sale-Leaseback Transactions.    We plan to continue our disciplined growth by originating sale-leaseback transactions and opportunistically making acquisitions of properties subject to net leases that contribute to our portfolio’s tenant, industry and geographic diversification. As of December 31, 2021, 85.2% of our portfolio’s annualized base rent was attributable to internally originated sale-leaseback transactions and 86.2% was acquired from parties who had previously engaged in transactions that involved a member of our senior management team (including operators and tenants and other participants in the net lease industry, such as brokers, intermediaries and financing sources). In addition, we seek to enhance our relationships with our tenants to facilitate investment opportunities, including selectively agreeing to reimburse certain of our tenants for development costs at our properties in exchange for contractually specified rent that generally increases proportionally with our funding. We believe our senior management team’s reputation, in-depth market knowledge and extensive network of long-standing relationships in the net lease industry provide us access to an ongoing pipeline of attractive investment opportunities.
Focus on Middle-Market Companies in Service-Oriented or Experience-Based Businesses.    We primarily focus on investing in properties that we lease on a long-term, triple-net basis to middle-market companies that we determine have attractive credit characteristics and stable operating histories. Properties leased to middle-market companies may offer us the opportunity to achieve superior risk-adjusted returns, as a result of our extensive and disciplined credit and real estate analysis, lease structuring and portfolio composition. We believe our capital solutions are attractive to middle-market companies as such companies often have limited financing options, as compared to larger, credit rated organizations. We also believe that, in many cases, smaller transactions with middle-market companies will allow us to maintain and grow our portfolio's diversification. Middle-market companies are often willing to enter into leases with structures and terms that we consider attractive (such as master leases and leases that require ongoing tenant financial reporting) and believe contribute to the stability of our rental revenue.
In addition, we emphasize investment in properties leased to tenants engaged in service-oriented or experience-based businesses, such as car washes, restaurants (primarily quick service restaurants), early childhood education, medical and dental services, convenience stores, automotive services, equipment rental, entertainment and health and fitness, as we believe these businesses are generally more insulated from e-commerce pressure than many others.
Internal Growth Through Long-Term Triple-Net Leases That Provide for Periodic Rent Escalations.    We seek to enter into long-term (typically with initial terms of 15 years or more and tenant renewal options), triple-net leases that provide for periodic contractual rent escalations. As of December 31, 2021, our leases had a weighted average remaining lease term of 14.0 years (based on annualized base rent), with only 5.4% of our annualized base rent attributable to leases expiring prior to January 1, 2027, and
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98.6% of our leases (based on annualized base rent) provided for increases in future base rent at a weighted average of 1.6% per year.
Actively Manage Our Balance Sheet to Maximize Capital Efficiency.    We seek to maintain a prudent balance between debt and equity financing and to maintain funding sources that lock in long-term investment spreads and limit interest rate sensitivity. As of December 31, 2021, we had $1.2 billion of gross debt outstanding and $1.1 billion of net debt outstanding. Our net income for the year ended December 31, 2021 was $96.2 million, our Adjusted EBITDAre was $195.9 million, our Annualized Adjusted EBITDAre was $236.8 million and our ratio of net debt to Annualized Adjusted EBITDAre was 4.7x. We target a level of net debt that, over time, is generally less than six times our Annualized Adjusted EBITDAre. We have access to multiple sources of debt capital, including bank debt, through our revolving credit and term loan facilities and through our access to unsecured public debt issuances. Net debt, Adjusted EBITDAre and Annualized Adjusted EBITDAre are non-GAAP financial measures. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations'—Non-GAAP Financial Measures."
Competition
We face competition for acquisitions of real property from other investors, including traded and non-traded public REITs, private equity investors and institutional investment funds. Some of our competitors have greater economies of scale, lower costs of capital, access to more sources of capital, a larger base of operating resources and greater name recognition than we do, and the ability to accept more risk. We also believe that competition for real estate financing comes from middle-market business owners themselves, many of whom have had a historic preference to own, rather than lease, the real estate they use in their businesses. This competition may increase the demand for the types of properties in which we typically invest and, therefore, may reduce the number of suitable investment opportunities available to us and increase the prices paid for such investment properties. This competition will increase if investments in real estate become more attractive relative to other forms of investment.
As a landlord, we compete in the multi-billion dollar commercial real estate market with numerous developers and owners of properties, many of which own properties similar to ours in the same markets in which our properties are located. If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose our tenants or prospective tenants, and we may be pressured to reduce our rental rates or to offer substantial rent abatements, tenant improvement allowances, early termination rights or below-market renewal options in order to retain tenants when our leases expire.
Employees
As of December 31, 2021, we had 37 full-time employees. Our staff is mostly comprised of professionals engaged in originating, underwriting and closing investments; portfolio asset management; portfolio servicing (e.g., collections, property tax compliance, etc.); and accounting, financial reporting, cash management and capital markets activities. Women comprise nearly 38% of our employees and hold approximately 31% of our management positions, providing significant leadership at our company, and minorities comprise 32% of our employees. Our commitment to diversity also extends to our board of directors, as three of its seven independent members, or approximately 38%, are women. Additionally, we have a consistent and strong record of hiring veterans of the U.S. military, including our chief executive officer.
We seek to provide a dynamic work environment that promotes the retention and development of our employees, and is a differentiating factor in our ability to attract new talent. We strive to offer our employees attractive and equitable compensation, regular opportunities to participate in professional development activities, outlets for civic engagement and reasonable flexibility to allow a healthy work/life balance.
We value equal opportunity in the workplace and fair employment practices. We have built an inclusive culture that encourages, supports and celebrates our diverse employee population. We endeavor to maintain a workplace that is free from discrimination or harassment on the basis of color, race, sex, national origin, ethnicity, religion, age, disability, sexual orientation, gender identification or expression, or any other status protected by applicable law. We conduct annual training in an effort to ensure that all employees remain aware of and help prevent harassment and discrimination.
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Our compensation program is designed to attract and retain talent, and align our employee’s efforts with the interests of all of our stakeholders. Factors we evaluate in connection with hiring, developing, training, compensating and advancing individuals include, but are not limited to, qualification, performance, skill and experience. Our employees are fairly compensated based on merit, without regard to color, race, sex, national origin, ethnicity, religion, age, disability, sexual orientation, gender identification or expression, or any other status protected by applicable law.
Environmental, Social and Governance (ESG)
We are focused on advancing and continuing to develop our sustainability agenda and culture for the benefit of all of our stakeholders and our tenants. We are committed to operating in an environmentally conscious manner and maintaining an engaging and inclusive environment for our employees. We believe that sustainability, a positive corporate culture, that acknowledges the importance of our stockholders, tenants, employees, business associates and good corporate citizenship, and effective corporate governance are critical to our ability to create sustainable long-term value.
Environmental Sustainability
We are committed to environmental stewardship and operating our business in a sustainable manner. We recognize that the properties we lease to tenants can have a substantial impact on the environment and the health and safety of building occupants. Additionally, we have a direct carbon footprint through space occupied by us. Accordingly, our investment, leasing and asset management practices are informed by our commitment to operate in a sustainable manner that we believe will support long-term value.
Our Properties. As a net-lease REIT, we do not control the day-to-day operations and activities at our properties that are leased to tenants. Generally, our tenants have exclusive control over, and the ability to institute energy conservation and environmental management programs at, our properties. While we are not able to mandate the sustainability practices of our tenants, our leases generally require our tenants to fully comply with all applicable environmental laws, rules and regulations, and our asset management department actively monitors our properties in an effort to ensure that tenants are meeting their obligations with respect to environmental matters. Prior to acquiring a property, we obtain a Phase I environmental site assessment to seek to identify any environmental issues and structure the related lease accordingly.
Additionally, as a part of our sustainability strategy, we modified our standard lease terms in 2021 to provide us with the right to implement certain sustainability measures directly at our properties and to require our tenants to periodically provide us, at least annually, with information regarding their resource consumption, such as electricity and water usage. We believe that being aware of and, to the extent that we are able, addressing environmental issues are important aspects of maintaining a business that is successful and sustainable over the long-term. Accordingly, we believe that supporting our tenants’ efforts to implement sustainability initiatives enhances their operations and prospects for success and therefore our own.
Since the second quarter of 2021, we have been developing our initial sustainability loan program, which will offer certain tenants the opportunity to receive loans from us, with loan proceeds required to be used by the tenant/borrower for implementing sustainability initiatives at the property or properties leased from us. Improvements that might be funded through the program include, lighting and lighting control systems, HVAC controls, insulation, water efficiency systems, solar energy systems and electric vehicle charging stations. The primary objective of the program is to offer financing to participating tenants to pursue their sustainability goals, which we believe will provide them with benefits, including the potential to reduce their carbon footprints and certain operating costs, and deploying sustainable features that may promote increased brand identity and customer adoption or loyalty.
We are evaluating additional sustainability programs that we may offer tenants designed to promote operating efficiencies that are supportive of environmental sustainability. As our sustainability strategy evolves, we intend to identify “sustainability partners” that may assist us or our participating tenants in evaluating the costs and benefits of sustainability solutions and procuring and implementing/installing sustainability solutions. Additionally, a sustainability partner may assist participating tenants in identifying, applying for and obtaining payments, grants, credits or similar financial incentives related to sustainability solutions financed by us that may be available from utility companies, governmental authorities or other parties. Generally, we expect that any cash payments, grants, credits or similar financial incentives received by the tenant/borrower will be used to repay amounts outstanding under the related sustainability loan.
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Our Headquarters. In addition to assisting our tenants with their sustainability initiatives, we recognize that our Company has a direct carbon footprint at space occupied by us that we are committed to reducing. We emphasize sustainability at our corporate headquarters, lease space in a building that is certified under the EPA’s Energy Star certification program and implement sustainability measures that seek to reduce our environmental impact and carbon footprint, such as:
Using energy efficient lighting and automated lighting control systems;
Minimizing HVAC and heating run times;
Maintaining an active single-stream recycling program for paper, plastic and cans;
Purchasing Energy Star certified computers, monitors and printers;
Using Energy Star power management settings on our computers and monitors;
Disposing all ink cartridges utilizing the manufacturer’s recycling program; and
Providing water dispensing machines and eliminating the use of plastic and styrofoam cups and plastic water bottles.
Social Matters: Company Culture
We seek to provide an engaging, inclusive and safe work environment that promotes the development and retention of employees, and is a competitive advantage in attracting new talent. We are committed to providing our employees with a rewarding work experience that allows for meaningful career development. We strive to offer employees attractive and equitable compensation, regular opportunities to participate in professional development activities, outlets for civic engagement and reasonable accommodations to promote a healthy work/life balance.
We value equal opportunity in the workplace and fair employment practices. We believe diversity encourages innovative thinking and aligns us with our tenants and the community around us. We have a talented and diverse group of employees, and we are committed to maintaining an inclusive and rewarding work environment. Among the programs and benefits that we offer employees are:
Competitive compensation;
Medical, dental and vision insurance for all employees and their families;
A 401(k) plan with a matching contribution;
Access to a free onsite gym;
Continuing education reimbursement;
Paid internship program; and
Paid vacation, holiday and personal days.
Our commitment to maintaining a positive work environment extends beyond offering attractive compensation and opportunities for professional development. We actively promote a dynamic and inclusive work environment by:
Fostering employee engagement through weekly and quarterly “all-hands” meetings where corporate achievements and objectives are broadly communicated. All employees are encouraged to provide input into the development of our business and raise suggestions or concerns they may have.
Team building initiatives, including Company-sponsored sports teams, an annual summer outing and a holiday celebration. We believe that actively promoting a collegial work environment develops a cohesive team and a shared sense of mission, and is an important element of driving long-term success.
Encouraging civic engagement by supporting local organizations. We encourage our employees to volunteer with local organizations that are meaningful to them, and we support organizations that are important to our
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employees and our community, such as The Capital Area YMCA, Better Beginnings Child Development Center (an organization that provides affordable childcare for working parents) and Alex’s Lemonade Stand Foundation (an organization that seeks to cure childhood cancer and support families with children battling cancer).
Governance
Our board of directors has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics that applies to all of our officers, directors and employees. These documents are available on our website. We are committed to managing our Company for the benefit of all of our stakeholders and achieving long-term stockholder value. Maintaining effective corporate governance is a critical component of our Company, and key aspects of our governance include:
Board independence—seven of our eight directors are independent;
We have an independent non-executive board chairman;
Each member of the audit, compensation and nominating and corporate governance committees of our board is independent;
Our independent directors hold regular executive sessions without management;
We hold annual elections for all our directors;
We conduct regular assessments of our board and board committees;
We value periodic board refreshment to promote effective board structure and composition;
We have implemented a “whistleblower” policy that allows directors, officers and employees to file reports on a confidential and anonymous basis regarding any issue of impropriety, violation of law, violation of corporate or other policies, or unethical business practices;
Subject to certain exceptions, a majority of our stockholders can amend our bylaws;
We have adopted a stock ownership policy applicable to our executive officers and directors;
We have policies that prohibit our officers, directors and employees from hedging our stock, and prohibit our directors and executive officers from pledging or otherwise encumbering our securities as collateral for indebtedness.
One of the key responsibilities of our board of directors is informed oversight of our risk management process. Our board administers this oversight function directly, with support from its three standing committees, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, each of which is comprised solely of non-employee, independent directors and addresses risks specific to its respective areas of oversight.
Audit Committee. The principal functions of our Audit Committee include oversight relating to:
The integrity of our financial statements;
Our compliance with legal and regulatory requirements;
The evaluation of the qualifications and independence of our independent registered public accounting firm; and
The performance of our internal audit function.
The Audit Committee is also responsible for engaging, evaluating, compensating and overseeing an independent registered public accounting firm charged with auditing our financial statements, reviewing with such firm the plans for and results of the audit of our financial statements, approving services that may be provided by the
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independent registered public accounting firm (including audit and non-audit services), reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls.
Compensation Committee. The principal functions of our Compensation Committee include:
Assisting the independent directors in discharging the board’s responsibilities relating to compensation of the Company’s executive officers and directors and approving individual executive officer compensation intended to attract, retain and appropriately reward employees in order to motivate their performance in the achievement of the Company’s business objectives and align their interests with the long-term interests of the Company’s stockholders; and
Reviewing and recommending to the board compensation plans, policies and programs.
Nominating and Corporate Governance Committee. The principal functions of our Nominating and Corporate Governance Committee include:
Identifying, evaluating and recommending individuals qualified to become members of the board;
Selecting, or recommending that the board select, the director nominees to stand for election at each annual meeting of stockholders or to fill vacancies on the board;
Developing and recommending to the board a set of corporate governance guidelines applicable to the Company;
Supporting the Company's commitment to environmental stewardship and sustainability, corporate social responsibility and effective corporate governance; and
Overseeing the annual performance evaluation of the board and its committees and management.
In addition, the Nominating and Corporate Governance Committee monitors our overall risk management process at an enterprise level, and periodically evaluates various risks and the processes in place to monitor and mitigate such risks, including portfolio risks, operational risks, balance sheet risks and human capital risks. As a part of its oversight function, the Nominating and Corporate Governance Committee also reviews quarterly management reports addressing various environmental, corporate social responsibility and governance matters, and our progress in achieving related objectives.
Insurance
Our tenants are generally contractually required to maintain liability and property insurance coverage for the properties they lease from us pursuant to triple-net leases. Our leases generally require our tenants to name us (and any of our lenders that have a mortgage on the property leased by the tenant) as additional insureds on their liability policies and additional named insured and/or loss payee (or mortgagee, in the case of our lenders) on their property policies. Depending on the location of the property, other losses of a catastrophic nature, such as those caused by earthquakes and floods, may be covered by insurance policies that are held by our tenant with limitations such as large deductibles or co-payments that a tenant may not be able to meet. In addition, other losses of a catastrophic nature, such as those caused by wind/hail, hurricanes, terrorism or acts of war, may be uninsurable or not economically insurable. If there is damage to our properties that is not covered by insurance and such properties are subject to recourse indebtedness, we will continue to be liable for the indebtedness, even if these properties are irreparably damaged. See "Item 1A. Risk Factor-"Risks Related to Our Business and Properties-Insurance on our properties may not adequately cover all losses and uninsured losses could materially and adversely affect us."
In addition to being a named insured on our tenants' liability and property insurance policies, we separately maintain commercial insurance policies providing general liability and umbrella coverages associated with our portfolio. We also maintain full property coverage on all untenanted properties and other property coverage as may be required by our lenders, which are not required to be carried by our tenants under our leases.
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Regulation and Requirements
Our properties are subject to various laws, ordinances and regulations, including those relating to fire and safety requirements, and affirmative and negative covenants and, in some instances, common area obligations. Compliance with applicable requirements may require modifications to our properties, and the failure to comply with applicable requirements could result in the imposition of fines or an award of damages to private litigants, as well as the incurrence of the costs of making modifications to attain compliance. Our tenants have primary responsibility for compliance with these requirements pursuant to our leases. We believe that each of our properties has the necessary permits and approvals.
Environmental Matters
Federal, state and local environmental laws and regulations regulate, and impose liability for, releases of hazardous or toxic substances, hazardous waste or petroleum products into the environment. Under various of these laws and regulations, a current or previous owner, operator or tenant of real estate may be required to investigate and clean up hazardous or toxic substances, hazardous wastes or petroleum product releases or threats of releases at the property, and may be held liable to a government entity or to third parties for property damage and for investigation, clean-up and monitoring costs incurred by those parties in connection with the actual or threatened contamination. These laws may impose clean-up responsibility and liability without regard to fault, or whether or not the owner, operator or tenant knew of or caused the presence of the contamination. The liability under these laws may be joint and several for the full amount of the investigation, clean-up and monitoring costs incurred or to be incurred or actions to be undertaken, although a party held jointly and severally liable may seek to obtain contributions from other identified, solvent, responsible parties of their fair share toward these costs. These costs may be substantial, and can exceed the value of the property. In addition, some environmental laws may create a lien on the contaminated site in favor of the government for damages and costs it incurs in connection with the contamination. As the owner or operator of real estate, we also may be liable under common law to third parties for damages and injuries resulting from environmental contamination present at, or emanating from, the real estate. The presence of contamination, or the failure to properly remediate contamination, on a property may adversely affect the ability of the owner, operator or tenant to sell or rent that property or to borrow using the property as collateral, and may adversely impact our investment in that property.
Some of our properties contain, have contained, or are adjacent to or near other properties that have contained or currently contain storage tanks for the storage of petroleum products or other hazardous or toxic substances. Similarly, some of our properties were used in the past for commercial or industrial purposes, or are currently used for commercial purposes, that involve or involved the use of petroleum products or other hazardous or toxic substances, the generation and storage of hazardous waste, or that are adjacent to or near properties that have been or are used for similar commercial or industrial purposes. These operations create a potential for the release of petroleum products, hazardous waste or other hazardous or toxic substances, and we could potentially be required to pay to clean up any contamination. In addition, environmental laws regulate a variety of activities that can occur on a property, including the storage of petroleum products, hazardous waste, or other hazardous or toxic substances, air emissions, water discharges, hazardous waste generation, and exposure to lead-based paint. Such laws may impose fines or penalties for violations, and may require permits or other governmental approvals to be obtained for the operation of a business involving such activities. In addition, as an owner or operator of real estate, we can be liable under common law to third parties for damages and injuries resulting from the presence or release of petroleum products, hazardous waste, or other hazardous or toxic substances present at, or emanating from, the real estate. As a result of the foregoing, we could be materially and adversely affected.
Environmental laws also govern the presence, maintenance and removal of asbestos-containing material ("ACM"). Federal regulations require building owners and those exercising control over a building's management to identify and warn, through signs and labels, of potential hazards posed by workplace exposure to installed ACM in their building. The regulations also have employee training, record keeping and due diligence requirements pertaining to ACM. Significant fines can be assessed for violation of these regulations. As a result of these regulations, building owners and those exercising control over a building's management may be subject to an increased risk of personal injury lawsuits under common law by workers and others exposed to ACM. The regulations may affect the value of a building containing ACM in which we have invested. Federal, state and local laws and regulations also govern the removal, encapsulation, disturbance, handling and/or disposal of ACM when those materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a building. These laws may impose liability for improper handling or a release into the environment of ACM and may
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provide for fines to, and for third parties to seek recovery from, owners or operators of real properties for personal injury or improper work exposure associated with ACM.
When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury occurs.
Before completing any property acquisition, we obtain environmental assessments in order to identify potential environmental concerns at the property. These assessments are carried out in accordance with the Standard Practice for Environmental Site Assessments (ASTM Practice E 1527-13) as set by ASTM International, formerly known as the American Society for Testing and Materials, and generally include a physical site inspection, a review of relevant federal, state and local environmental and health agency database records, one or more interviews with appropriate site-related personnel, review of the property's chain of title and review of historical aerial photographs and other information on past uses of the property. These assessments are limited in scope. If, however, recommended in the initial assessments, we may undertake additional assessments such as soil and/or groundwater samplings or other limited subsurface investigations and ACM or mold surveys to test for substances of concern. A prior owner or operator of a property or historic operations at our properties may have created a material environmental condition that is not known to us or the independent consultants preparing the site assessments. Material environmental conditions may have arisen after the review was completed or may arise in the future, and future laws, ordinances or regulations may impose material additional environmental liability. If environmental concerns are not satisfactorily resolved in any initial or additional assessments, we may obtain environmental insurance policies to insure against potential environmental risk or loss depending on the type of property, the availability and cost of the insurance and various other factors we deem relevant (i.e., an environmental occurrence affects one of our properties where our lessee may not have the financial capability to honor its indemnification obligations to us). Our ultimate liability for environmental conditions may exceed the policy limits on any environmental insurance policies we obtain, if any.
Generally, our leases require the lessee to comply with environmental law and provide that the lessee will indemnify us for any loss or expense we incur as a result of lessee's violation of environmental law or the presence, use or release of hazardous materials on our property attributable to the lessee. If our lessees do not comply with environmental law, or we are unable to enforce the indemnification obligations of our lessees, our results of operations would be adversely affected.
We cannot predict what other environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted or what environmental conditions may be found to exist on the properties in the future. Compliance with existing and new laws and regulations may require us or our tenants to spend funds to remedy environmental problems. If we or our tenants were to become subject to significant environmental liabilities, we could be materially and adversely affected.
Item 1A. Risk Factors.
There are many factors that may adversely affect us, some of which are beyond our control. The occurrence of any of the following risks could materially and adversely impact our financial condition, results of operations, cash flows and liquidity, prospects, the market price of our common stock, and our ability to, among other things, service our debt and to make distributions to our stockholders. Some statements in this report including statements in the following risk factors constitute forward-looking statements. See "Special Note Regarding Forward-Looking Statements."
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Risks Related to Our Business and Properties
We are subject to risks related to the ownership of commercial real estate that could adversely impact the value of our properties.
Factors beyond our control can affect the performance and value of our properties. Our performance is subject to risks incident to the ownership of commercial real estate, including: the possible inability to collect rents from tenants due to financial hardship, including tenant bankruptcies; changes in local real estate conditions and tenant demand for our properties; changes in consumer trends and preferences that reduce the demand for products and services offered by our tenants; adverse changes in national, regional and local economic conditions; inability to re-lease or sell properties upon expiration or termination of leases; environmental risks; the subjectivity and volatility of real estate valuations and the relative illiquidity of real estate investments compared to many other financial assets, which may limit our ability to modify our portfolio promptly in response to changes in economic or other conditions; changes in laws and governmental regulations, including those governing real estate usage and zoning; acts of God, including natural disasters, which may result in uninsured losses; and acts of war or terrorism, including terrorist attacks.
Adverse changes in the U.S., global and local markets and related economic and supply chain conditions may materially and adversely affect us and the ability of our tenants to make rental payments to us.
Our results of operations, as well as the results of operations of our tenants, are sensitive to changes in U.S., global and local regions or markets that impact our tenants’ businesses. Adverse changes or developments in U.S., global or regional economic or supply chain conditions may impact our tenants’ financial condition, which may adversely impact their ability to make rental payments to us and may also impact their current or future leasing practices. During periods of supply chain disruption or economic slowdown and declining demand for real estate, we may experience a general decline in rents or increased rates of default under our leases. A lack of demand for rental space could adversely affect our ability to maintain our current tenants and attract new tenants, which may affect our growth, profitability and ability to pay dividends.
Our business is dependent upon our tenants successfully operating their businesses, and their failure to do so could materially and adversely affect us.
The success of our investments is materially dependent on the financial stability and operating performance of our tenants. The success of any one of our tenants is dependent on the location of the leased property, its individual business and its industry, which could be adversely affected by poor management, economic conditions in general, changes in consumer trends and preferences that decrease demand for a tenant's products or services or other factors over which neither they nor we have control.
At any given time, any tenant may experience a downturn in its business that may weaken its operating results or the overall financial condition of individual properties or its business as whole. As a result, a tenant may delay lease commencement, fail to make rental payments when due, decline to extend a lease upon its expiration, become insolvent or declare bankruptcy. We depend on our tenants to operate the properties leased from us in a manner which generates revenues sufficient to allow them to meet their obligations to us, including their obligations to pay rent, maintain certain insurance coverage, pay real estate taxes and maintain the properties in a manner so as not to jeopardize their operating licenses or regulatory status. The ability of our tenants to fulfill their obligations under our leases generally depends, to a significant degree, upon the overall profitability of their operations. Cash flow generated by certain tenant businesses may not be sufficient for a tenant to meet its obligations to us. We could be materially and adversely affected if a number of our tenants were unable to meet their obligations to us.
Our assessment that certain businesses are more insulated from e-commerce pressure than many others may prove to be incorrect, and changes in macroeconomic trends may adversely affect our tenants, either of which could impair our tenants' ability to make rental payments to us and materially and adversely affect us.
Technology and business conditions, particularly in the retail industry, are rapidly changing, and our tenants may be adversely affected by technological innovation, changing consumer preferences and competition from non-traditional sources. Businesses previously thought to be internet resistant, such as the retail grocery industry, have proven to be susceptible to competition from e-commerce. To the extent our tenants face increased competition from non-traditional competitors, such as internet vendors, some of which may have different business models and larger profit margins, their businesses could suffer. There can be no assurance that our tenants will be successful in
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meeting any new competition, and a deterioration in our tenants’ businesses could impair their ability to meet their lease obligations to us and materially and adversely affect us.
Properties occupied by a single tenant pursuant to a single-tenant lease subject us to significant risk of tenant default.
Our strategy focuses primarily on investing in single-tenant triple-net leased properties throughout the United States. The financial failure of, or default in payment by, a single tenant under its lease is likely to cause a significant or complete reduction in our rental revenue from that property and a reduction in the value of the property. This risk is magnified in situations where we lease multiple properties to a single tenant under a master lease. The default of a tenant that leases multiple properties from us or its decision not to renew its master lease upon expiration could materially and adversely affect us.
Periodically, we have experienced, and we may experience in the future, a decline in the fair value of our real estate assets, resulting in impairment charges that impact our financial condition and results of operations.
A decline in the fair market value of our long-lived assets may require us to recognize an impairment against such assets (as defined by the Financial Accounting Standards Board (“FASB”)) if certain conditions or circumstances related to an asset were to change and we were to determine that, with respect to any such asset, the cash flows no longer support the carrying value of the asset. The fair value of our long-lived assets depends on market conditions, including estimates of future demand for these assets, and the revenues that can be generated from such assets. When such a determination is made, we recognize the estimated unrealized losses through earnings and write down the depreciated cost of such assets to a new cost basis, based on the fair value of such assets on the date they are considered to be impaired. Such impairment charges reflect non-cash losses at the time of recognition, and subsequent dispositions or sales of such assets could further affect our future losses or gains, as they are based on the difference between the sales price received and the adjusted depreciated cost of such assets at the time of sale.
Geographic, industry and tenant concentrations reduce the diversity of our portfolio and make us more susceptible to adverse economic or regulatory developments in those areas or industries.
Geographic, industry and tenant concentrations expose us to greater economic or regulatory risks than if we owned a more diverse portfolio. Our business includes substantial holdings in the following states as of December 31, 2021 (based on annualized base rent): Texas (13.6%), Ohio (6.9%), Georgia (6.8%), Florida (6.6%) and Wisconsin (4.6%). We are susceptible to adverse developments in the economic or regulatory environments of the geographic areas in which we own substantial assets (or in which we may develop a substantial concentration of assets in the future), such as COVID-19 pandemic surges and measures intended to mitigate its spread, business layoffs or downsizing, industry slowdowns, relocations of businesses, increases in real estate and other taxes or costs of complying with governmental regulations. As of December 31, 2021, leases representing approximately 20.3% of our annualized base rent were with tenants in industries that have been particularly adversely affected by the COVID-19 pandemic, including casual and family dining (8.6% of annualized base rent), health and fitness (4.6% of annualized base rent), entertainment (4.5% of annualized base rent), movie theaters (1.7% of annualized base rent) and home furnishings (0.8% of annualized base rent). Accordingly, to the extent the pandemic measures intended to mitigate its spread or changed consumer preferences continue to adversely affect these industries, our tenants in these industries could fail to meet their obligations to us, and we could be required to provide further tenant concessions.
As of December 31, 2021, our five largest tenants contributed 11.3% of our annualized base rent, and our ten largest tenants contributed 19.7% of our annualized base rent. If one of these tenants, or another tenant that occupies a significant portion of our properties or whose lease payments represent a significant portion of our rental revenue, were to experience financial weakness or file for bankruptcy, it could have a material adverse effect on our business, financial condition, results of operations, cash flows and liquidity, and prospects.
As we continue to acquire properties, our portfolio may become more concentrated by geographic area, industry or tenant. If our portfolio becomes less diverse, our business will be more sensitive to the general economic downturn in a particular geographic area, to changes in trends affecting a particular industry and to the financial weakness, bankruptcy or insolvency of fewer tenants.
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The vast majority of our properties are leased to unrated tenants whose credit is evaluated through our internal underwriting and credit analysis. However, the tools we use to measure credit quality, such as property-level rent coverage ratio, may not be accurate.
The vast majority of our properties are leased to unrated tenants whose credit is evaluated through our internal underwriting and credit analysis. Substantially all of our tenants are required to provide financial information to us periodically or, in some instances, at our request. As of December 31, 2021, leases contributing 98.5% of our annualized base rent required tenants to provide us with specified unit-level financial information and leases contributing 98.6% of our annualized base rent required tenants to provide us with corporate-level financial information.
We analyze the creditworthiness of our tenants using Moody’s Analytics RiskCalc, which provides an estimated default frequency (“EDF”) and a “shadow rating”, and a lease's property-level rent coverage ratio. Our methods may not adequately assess the risk of an investment. An EDF score and a shadow rating are not the same as, and may not be as indicative of creditworthiness as, a rating published by a nationally recognized statistical rating organization. Our calculations of EDFs, shadow ratings and rent coverage ratios are unaudited and are based on financial information provided to us by our tenants and prospective tenants without independent verification on our part, and we assume the appropriateness of estimates and judgments that were made by the party preparing the financial information. If our assessment of credit quality proves to be inaccurate, we may be subject to defaults, and our cash flows may be less stable. The ability of an unrated tenant to meet its obligations to us may be more speculative than that of a rated tenant.
We may be unable to renew expiring leases with the existing tenants or re-lease the spaces to new tenants on favorable terms or at all.
Our results of operations depend to a significant degree on our ability to continue to lease our properties, including renewing expiring leases, leasing vacant space and re-leasing space in properties where leases are expiring and leasing vacant space. As of December 31, 2021, our occupancy was 99.9% and leases representing approximately 0.2% of our annualized base rent as of such date will expire prior to 2023. Current tenants may decline to renew leases and we may not be able to find replacement tenants. We cannot guarantee that leases that are renewed or new leases will have terms that are as economically favorable to us as the expiring leases, or that substantial rent abatements, tenant improvement allowances, early termination rights or below-market renewal options will not be offered to retain tenants or attract new tenants or that we will be able to lease a property at all. We may experience significant costs in connection with re-leasing a significant number of our properties, which could materially and adversely affect us.
The tenants that occupy our properties compete in industries that depend upon discretionary spending by consumers. A reduction in the willingness or ability of consumers to physically patronize and use their discretionary income in the businesses of our tenants and potential tenants could adversely impact our tenants’ business and thereby adversely impact our ability to collect rents and reduce the demand for our properties.
Most of our portfolio is leased to tenants operating service-oriented or experience-based businesses at our properties. As of December 31, 2021, the largest industries in our portfolio were restaurants (including quick service and casual and family dining), early childhood education, medical and dental services, car washes, automotive services, convenience stores, health and fitness and entertainment (including movie theaters) . As of December 31, 2021, tenants operating in those industries represented approximately 84.7% of our annualized base rent. EquipmentShare, Captain D's, Applebee's, WhiteWater Express Car Wash, Mister Car Wash, Spare Time, The Nest Schools, Circle K, Festival Foods and AMC represent the largest concepts in our portfolio. These types of businesses were severely affected by the COVID-19 pandemic, principally due to store closures or limitations on operations (which may be government-mandated or voluntary) and reduced economic activity. While restrictions have generally been lifted and many of our tenants' businesses have generally recovered from pandemic-induced declines, it is unclear if restrictions will be reinstituted in the future. The success of most of these businesses depends on the willingness of consumers to physically patronize their businesses and use discretionary income to purchase their products or services. To the extent the COVID-19 pandemic causes a secular change in consumer behavior that reduces patronage of service-based and/or experience-based businesses, many of our tenants would be adversely affected and their ability to meet their obligations to us could be further impaired. Additional adverse economic conditions and other developments that discourage consumer spending, such as high unemployment
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levels, wage stagnation, interest rates, inflation, tax rates and fuel and energy costs, may have an impact on the results of operations and financial conditions of our tenants and their ability to pay rent to us.
Our ability to realize future rent increases on some of our leases may vary depending on changes in the CPI.
Our leases often provide for periodic contractual rent escalations. As of December 31, 2021, leases contributing 98.6% of our annualized base rent provided for increases in future annual base rent, generally ranging from 1.0% to 4.0% annually, with a weighted average annual escalation equal to 1.6% of base rent. Although many of our rent escalators increase rent at a fixed amount on fixed dates, approximately 3.7% of our rent escalators relate to an increase in the CPI over a specified period. During periods of low inflation or deflation, small increases or decreases in the CPI will subject us to the risk of receiving lower rental revenue than we otherwise would have been entitled to receive if our rent escalators were based on higher fixed percentages or amounts. Conversely, during periods of relatively high inflation, fixed rate rent increases may be lower than the rate of inflation, resulting in a deterioration of the real return on our assets.
Inflation may materially and adversely affect us and our tenants.
While our tenants are generally obligated to pay property-level expenses relating to the properties they lease from us (e.g., maintenance, insurance and property taxes), we incur other expenses, such as general and administrative expense, interest expense relating to our debt (some of which bears interest at floating rates) and carrying costs for vacant properties. These expenses would increase in an inflationary environment, and such increases may exceed any increase in revenue we receive under our leases. Additionally, increased inflation may have an adverse impact on our tenants if increases in their operating expenses exceed increases in their revenue, which may adversely affect the tenants' ability to pay rent owed to us and meet other lease obligations, such as paying property taxes and insurance and maintenance costs.
Some of our tenants operate under franchise or license agreements, and, if they are terminated or not renewed prior to the expiration of their leases with us, that would likely impair their ability to pay us rent.
As of December 31, 2021, tenants contributing 13.3% of our annualized base rent operated under franchise or license agreements. Often, our tenants’ franchise or license agreements have terms that end prior to the expiration dates of the properties they lease from us. In addition, a tenant's rights as a franchisee or licensee typically may be terminated and the tenant may be precluded from competing with the franchisor or licensor upon termination. Usually, we have no notice or cure rights with respect to such a termination and have no rights to assignment of any such franchise agreement. This may have an adverse effect on our ability to mitigate losses arising from a default on any of our leases. A franchisor's or licensor's termination or refusal to renew a franchise or license agreement would likely have a material adverse effect on the ability of the tenant to make payments under its lease, which could materially and adversely affect us.
Certain provisions of our leases may be unenforceable.
Our rights and obligations with respect to our leases are governed by written agreements. A court could determine that one or more provisions of such an agreement are unenforceable. We could be adversely impacted if this were to happen with respect to a property or group of properties.
The bankruptcy or insolvency of a tenant could result in the termination or modification of such tenant's lease and material losses to us.
The occurrence of a tenant bankruptcy or insolvency could diminish the income we receive from that tenant's lease or leases or force us to “take back” a property as a result of a default or a rejection of a lease by a tenant in bankruptcy. Bankruptcy risk is more acute in situations where we lease multiple properties to a tenant pursuant to a master lease. If a tenant becomes bankrupt, the automatic stay created by the bankruptcy will prohibit us from collecting pre-bankruptcy debts from that tenant, or from its property, or evicting such tenant based solely upon such bankruptcy or insolvency, unless we obtain an order permitting us to do so from the bankruptcy court. In addition, a bankrupt or insolvent tenant may be authorized to reject and terminate its lease or leases with us. Any claims against such bankrupt tenant for unpaid future rent would be subject to statutory limitations that would likely result in our receipt of rental revenues that are substantially less than the contractually specified rent we are owed under the lease or leases. In addition, any claim we have for unpaid past rent, if any, may not be paid in full. We may also be
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unable to re-lease a property whose lease is terminated or rejected in a bankruptcy proceeding on comparable terms (or at all) or to sell any such property. As a result, a significant number of tenant bankruptcies may materially and adversely affect us.
Tenants who are considering filing for bankruptcy protection may request that we agree to amendments of their master leases to remove certain of the properties they lease from us under such master leases. We cannot guarantee that we will be able to sell or re-lease properties that we agree to release from tenants' leases in the future or that lease termination fees, if any, will be sufficient to make up for the rental revenues lost as a result of lease amendments.
Property vacancies could result in us having to incur significant capital expenditures to re-tenant the properties.
Many of our leases relate to properties that have been designed or physically modified for a particular tenant. If such a lease is terminated or not renewed, we may be required to renovate the property at substantial costs, decrease the rent we charge or provide other concessions in order to lease the property to another tenant. In addition, if we determine to sell the property, we may have difficulty selling it to a party other than the tenant due to the special purpose for which the property may have been designed or modified. This potential illiquidity may limit our ability to quickly modify our portfolio in response to changes in economic or other conditions, including tenant demand.
Defaults by borrowers on loans we hold could lead to losses.
We make mortgage and other loans, which may be unsecured, to extend financing to tenants at certain of our properties. A default by a borrower on its loan payments to us that would prevent us from earning interest or receiving a return of the principal of our loan could materially and adversely affect us. In the event of a default, we may also experience delays in enforcing our rights as lender and may incur substantial costs in collecting the amounts owed to us and in liquidating any collateral. Where collateral is available, foreclosure and other similar proceedings used to enforce payment of real estate loans are generally subject to principles of equity, which are designed to relieve the indebted party from the legal effect of that party's default. In the event we have to foreclose on a property, the amount we receive from the foreclosure sale of the property may be inadequate to fully pay the amounts owed to us by the borrower and our costs incurred to foreclose, repossess and sell the property.
We may be unable to identify and complete acquisitions of suitable properties, which may impede our growth, and our future acquisitions may not yield the returns we seek.
Growth through property acquisitions is a primary element of our strategy. Our ability to expand through acquisitions requires us to identify, finance and complete acquisitions or investment opportunities that are compatible with our growth strategy and to successfully finance and integrate newly acquired properties into our portfolio, which may be constrained by the following significant risks: we face competition from other real estate investors, some of which have greater economies of scale, lower costs of capital, access to more financial resources and greater name recognition than we do, a greater ability to borrow funds and the ability to accept more risk than we can prudently manage, which may significantly reduce our acquisition volume or increase the purchase price for property we acquire, which could reduce our growth prospects; we may be unable to locate properties that will produce a sufficient spread between our cost of capital and the lease rate we can obtain from a tenant, in which case our ability to profitably grow our company will decrease; we may fail to have sufficient capital resources to complete acquisitions or our cost of capital could increase; we may incur significant costs and divert management attention in connection with evaluating and negotiating potential acquisitions, including ones that we are subsequently unable to complete; we may acquire properties that are not accretive to our results upon acquisition; our cash flow from an acquired property may be insufficient to meet our required principal and interest payments with respect to debt used to finance the acquisition of such property; we may discover unexpected items, such as unknown liabilities, during our due diligence investigation of a potential acquisition or other customary closing conditions may not be satisfied, causing us to abandon an investment opportunity after incurring expenses related thereto; we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties; we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities, such as liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties; we may obtain only limited warranties when we acquire a
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property, including properties purchased in “as is” condition on a “where is” basis and “with all faults,” without warranties of merchantability or fitness for a particular purpose and pursuant to purchase agreements that contain only limited warranties, representations and indemnifications that survive for only a limited period after the closing. If any of these risks are realized, we may be materially and adversely affected.
Our real estate investments are generally illiquid which could significantly impede our ability to respond to market conditions or adverse changes in the performance of our tenants or our properties and which would harm our financial condition.
Our investments are relatively difficult to sell quickly. As a result of this illiquidity, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial or investment conditions is limited. Return of capital and realization of gains, if any, from an investment generally will occur upon disposition or refinancing of the underlying property. We may be unable to realize our investment objective by sale, other disposition or refinancing at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. In particular, these risks could arise from weakness in or even the lack of an established market for a property, changes adversely affecting the tenant of a property, changes adversely affecting the area in which a particular property is located, adverse changes in the financial condition or prospects of prospective purchasers and changes in local, national or international economic conditions.
In addition, the Internal Revenue Code of 1986, as amended (the “Code”), imposes restrictions on a REIT's ability to dispose of properties that are not applicable to other types of real estate companies. In particular, the tax laws applicable to REITs effectively require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forgo or defer sales of properties that otherwise would be in our best interest. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms.
Our growth depends on third-party sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all.
In order to qualify as a REIT, we are required under the Code, among other things, to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, we will be subject to income tax at the corporate rate to the extent that we distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gain. Accordingly, we will not be able to fund all of our future capital needs, including any necessary acquisition financing, from operating cash flow. Consequently, we rely on external third-party sources to fund a portion of our capital needs. Our access to debt and equity capital, and the cost thereof, depends, on many factors, including general market conditions, interest rates, inflation, the market's perception of our growth potential, our debt levels, our current and expected future earnings, our cash flow and cash distributions, and the market price of our common stock. The COVID-19 pandemic has significantly and adversely impacted global, national, regional and local economic activity and has contributed to significant volatility and negative pressure in the financial markets.
If we cannot obtain capital from third-party sources, or if our cost of capital increases materially, we may not be able to acquire properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to qualify as a REIT.
Loss of senior executives with long-standing business relationships could materially impair our ability to operate successfully.
Our ability to operate our business and grow our portfolio depend, in large part, upon the efforts of our senior executive team. Several of our executives have extensive experience and strong reputations in the real estate industry and have been important in setting our strategic direction, operating our business, assembling and growing our portfolio, identifying, recruiting and training key personnel, and arranging necessary financing. In particular, relationships that these individuals have with financial institutions and existing and prospective tenants are important to our growth and the success of our business. The loss of services of one or more members of our senior management team, including due to the adverse health effects of the COVID-19 pandemic, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities and
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weaken our relationships with lenders, business partners, existing and prospective tenants and industry personnel, which could materially and adversely affect us.
The COVID-19 pandemic has materially and adversely impacted our business and could further affect our financial condition, results of operations, cash flows and liquidity, prospects, access to and costs of capital, the trading price of our common stock and our ability to service our debt and make distributions to our stockholders.
The impact of the COVID-19 pandemic and its resurgences continue to rapidly evolve, and many states and cities, including many of those where we own properties, have instituted and may reinstitute lockdowns, quarantines, restrictions on travel, “shelter in place” rules, school closures and/or restrictions on the types of businesses that may continue to operate or limitations on certain business operations. These actions and the resulting decline in economic activity and consumer confidence severely impaired the ability of many of our tenants to operate their businesses and meet their obligations to us, including rental payment obligations. While restrictions have generally been lifted and many of our tenants’ businesses have generally recovered from pandemic-induced declines, it is unclear if restrictions will be reinstituted, in whole or in part, in response to future surges or waves of the pandemic, including the Delta and Omicron variants.
Since the onset of the pandemic, we have granted several of our tenants rent deferrals or other concessions. These rent deferrals were negotiated on a tenant-by-tenant basis and, in general, allow a tenant to defer all or a portion of its rent for a specified period, with all of the deferred rent to be paid to us pursuant to a schedule that generally extends up to 24 months from the original due date of the deferred rent. Our tenants have generally been performing under their deferral agreements, however, it is possible that the existing deterioration, or further deterioration, in our tenants’ ability to operate their businesses, caused by the COVID-19 pandemic or otherwise, will cause our tenants to be unable or unwilling to meet their contractual obligations to us, including the payment of rent (including deferred rent) or to request further rent deferrals or other concessions. This would become more likely if the COVID-19 pandemic intensifies with a new variant, such as Omicron, or persists for a prolonged period or if there is an economic shut down; if the United States enters into a recessionary period or if reduced consumer confidence further weakens economic activity; or if ongoing vaccination efforts are unsuccessful or delayed. To the extent the pandemic causes a secular change in consumer behavior that reduces patronage of service-based and/or experience-based businesses, many of our tenants would be adversely affected and their ability to meet their obligations to us could be further impaired. The rent deferrals reduce our cash flow from operations, reduce our cash available for distribution and adversely affect our ability to service our debt and make cash distributions to common stockholders. Furthermore, if tenants are unable to pay their deferred rent, we will not receive cash in the future in accordance with our expectations. In addition to COVID-19’s impact on our rental revenues, it has resulted, and may continue to result, in an increase in our general and administrative expenses, as we have incurred and may continue to incur costs to negotiate rent deferrals, restructure or terminate leases and/or enforce our contractual rights (including through litigation), as we deem appropriate on a case-by-case basis. Similarly, to the extent the pandemic leads to decreased occupancy, it would further increase our property-level costs, as we would be responsible for costs that would otherwise be borne by our tenants under triple-net leases. These factors could also cause the value of our properties to be impaired.
The COVID-19 pandemic has significantly and adversely impacted global, national, regional and local economic activity and has contributed to significant volatility and negative pressure in the financial markets. The market price of our common stock on the NYSE has experienced significant volatility since the outbreak of the COVID-19 pandemic. Similarly, the availability and pricing of debt and equity capital has become increasingly volatile. Accordingly, we could experience difficulty accessing debt and equity capital on attractive terms, or at all, which would adversely affect our ability to grow our business, conduct our operations or address maturing liabilities. Similarly, the deterioration in access to capital is likely adversely affecting our tenants’ abilities to finance their businesses and reducing their liquidity, which reduces their ability to meet their obligations to us.
The financial impact of the COVID-19 pandemic could negatively impact our future compliance with some of the financial covenants relating to our credit facility, term loans and notes, some of which depend, in part, on the net operating income generated by certain of our properties or our EBITDA. Non-compliance would preclude us from borrowing further under our credit facility and, under certain circumstances, could result in an event of default and an acceleration of such indebtedness and, possibly, other indebtedness through cross-default provisions. Additionally, to the extent the COVID-19 pandemic intensifies or persists for a prolonged period of time, it is possible that we will be required to record significant further impairment charges to the value of our real estate assets.
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The ultimate extent to which the COVID-19 pandemic adversely impacts us (and our tenants) will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment and mitigation measures, among others.
Risks Related to Environmental and Compliance Matters and Climate Change
The costs of compliance with or liabilities related to environmental laws may materially and adversely affect us.
The properties we own or have owned in the past may subject us to known and unknown environmental liabilities. We obtain Phase I environmental site assessments on all properties we finance or acquire. However, the Phase I environmental site assessments are limited in scope and therefore may not reveal all environmental conditions affecting a property. Under various federal, state and local laws and regulations relating to the environment, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from environmental matters, including the presence or discharge of hazardous or toxic substances, waste or petroleum products at, on, in, under or migrating from such property, including costs to investigate or clean up such contamination and liability for personal injury, property damage or harm to natural resources. If environmental contamination exists on our properties, we could be subject to strict, joint and/or several liability for the contamination by virtue of our ownership interest; we may face liability regardless of our knowledge of the contamination, the timing of the contamination, the cause of the contamination, or the party responsible for the contamination of the property.
If our environmental liability insurance is inadequate, we may become subject to material losses for environmental liabilities. Although our leases generally require our tenants to operate in compliance with all applicable laws and to indemnify us against any environmental liabilities arising from a tenant's activities on the property, we could be subject to strict liability by virtue of our ownership interest. We cannot be sure that our tenants will, or will be able to, satisfy their indemnification obligations, if any, under our leases. Furthermore, the discovery of environmental liabilities on any of our properties could lead to significant remediation costs or to other liabilities or obligations attributable to the tenant of that property or could result in material interference with the ability of our tenants to operate their businesses as currently operated. Noncompliance with environmental laws or discovery of environmental liabilities could each individually or collectively affect such tenant's ability to make payments to us, including rental payments and, where applicable, indemnification payments. Additionally the known or potential presence of hazardous substances on a property may adversely affect our ability to sell, lease or improve the property or to borrow using the property as collateral. Environmental laws may also create liens on contaminated properties in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which they may be used or businesses may be operated, and these restrictions may require substantial expenditures.
Insurance on our properties may not adequately cover all losses and uninsured losses could materially and adversely affect us.
Our tenants are required to maintain liability and property insurance coverage for the properties they lease from us pursuant to triple-net leases. Pursuant to such leases, our tenants are required to name us (and any of our lenders that have a mortgage on the property leased by the tenant) as additional insureds on their liability policies and additional named insured and/or loss payee (or mortgagee, in the case of our lenders) on their property policies. All tenants are required to maintain casualty coverage. Depending on the location of the property, losses of a catastrophic nature, such as those caused by earthquakes and floods, may be covered by insurance policies that are held by our tenant with limitations such as large deductibles or co-payments that a tenant may not be able to meet. In addition, losses of a catastrophic nature, such as those caused by wind/hail, hurricanes, terrorism or acts of war, may be uninsurable or not economically insurable. If there is damage to our properties that is not covered by insurance and such properties are subject to recourse indebtedness, we will continue to be liable for the indebtedness, even if these properties are irreparably damaged.
Inflation, changes in building codes and ordinances, environmental considerations and other factors, including terrorism or acts of war, may make any insurance proceeds we receive insufficient to repair or replace a property if it is damaged or destroyed. In that situation, the insurance proceeds received may not be adequate to restore our economic position with respect to the affected real property. Furthermore, if we experience a substantial or comprehensive loss of one of our properties, we may not be able to rebuild such property to its existing
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specifications without significant capital expenditures which may exceed any amounts received pursuant to insurance policies, as reconstruction or improvement of such a property would likely require significant upgrades to meet zoning and building code requirements. The loss of our capital investment in or anticipated future returns from our properties due to material uninsured losses could materially and adversely affect us.
Compliance with the ADA and fire, safety and other regulations may require us to make unanticipated expenditures.
Our properties are subject to the ADA, fire and safety regulations, building codes and other regulations. Failure to comply with these laws and regulations could result in imposition of fines by the government or an award of damages to private litigants, or both. While our tenants are obligated by law to comply with the ADA and typically obligated under our leases to cover costs associated with compliance with the ADA and other property regulations, if required changes involve greater expenditures than anticipated or if the changes must be made on a more accelerated basis than anticipated, the ability of our tenants to cover costs could be adversely affected, and we could be required to expend our own funds to comply with applicable law and regulation.
Our operations and financial condition may be adversely affected by climate change, including possible changes in weather patterns, weather-related events, government policy, laws, regulations and economic conditions.
In recent years, the assessment of the potential impact of climate change has begun to impact the activities of government authorities, the pattern of consumer behavior and other areas that impact the business environment in the U.S., including, but not limited to, energy-efficiency measures, water use measures and land-use practices. The promulgation of policies, laws or regulations relating to climate change by governmental authorities in the U.S. and the markets in which we own properties may require us to invest additional capital in our properties. In addition, the impact of climate change on businesses operated by our tenants is not reasonably determinable at this time. Climate change may impact weather patterns, the occurrence of significant weather events and rising sea levels, which could impact economic activity or the value of our properties in specific markets. The occurrence of any of these events or conditions may adversely impact our ability to lease our properties, including our or our tenants’ ability to obtain property insurance on acceptable terms, which would materially and adversely affect us.
Risks Related to Our Indebtedness
As of December 31, 2021, we had $1.2 billion of indebtedness outstanding, which requires substantial cash flow to service, subjects us to covenants and refinancing risk and the risk of default.
As of December 31, 2021, we had $1.2 billion of indebtedness outstanding. This indebtedness consisted of $144.0 million of borrowings under our Revolving Credit Facility, $630.0 million of combined borrowings under the April 2019 Term Loan and the November 2019 Term Loan and $400.0 million outstanding principal amount of 2031 Notes. Payments of principal and interest on indebtedness may leave us with insufficient cash resources to meet our cash needs, including funding our investment program, or to make the distributions to our common stockholders currently contemplated or necessary to continue to qualify as a REIT. Our indebtedness and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following: our cash flow may be insufficient to make our required principal and interest payments; cash interest expense and financial covenants relating to our indebtedness may limit or eliminate our ability to make distributions to our common stockholders; we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to consummate investment opportunities or meet operational needs; we may be unable to refinance our indebtedness at maturity, or the refinancing terms may be less favorable than the terms of the debt being refinanced; because a portion of our debt bears interest at variable rates, increases in interest rates could increase our interest expense; we may be unable to hedge floating rate debt, counterparties may fail to honor their obligations under our hedge agreements, such agreements may not effectively hedge interest rate fluctuation risk, and, upon the expiration of our hedge agreements, we will be exposed to then-existing market rates of interest and future interest rate volatility; we may be forced to dispose of properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject; we may default on our obligations, we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations; and our default under any loan with cross-default provisions could result in a default on other indebtedness. The occurrence of any of these events could materially and adversely affect us.
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Our business plan depends on external sources of capital, including debt financings, and market conditions could adversely affect our ability to refinance existing indebtedness or obtain additional financing for growth on commercially acceptable terms or at all.
Credit markets may experience significant price volatility, displacement and liquidity disruptions, including the bankruptcy, insolvency or restructuring of certain financial institutions. Such circumstances could materially impact liquidity in the financial markets, making financing terms for borrowers less attractive, and potentially result in the unavailability of various types of debt financing. As a result, we may be unable to obtain debt financing on favorable terms or at all or fully refinance maturing indebtedness with new indebtedness. Reductions in our available borrowing capacity or inability to obtain credit when required or when business conditions warrant could materially and adversely affect us.
If prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase. Higher interest rates on newly incurred debt may negatively impact us as well. If interest rates increase, our interest costs and overall costs of capital will increase, which could materially and adversely affect us and our ability to make distributions to our stockholders.
Though we currently do not have any secured debt, we have raised debt through senior unsecured debt securities and secured indebtedness. In the future, we may choose to raise debt through secured or unsecured financings. We have generally used the proceeds from these financings to repay debt and fund real estate acquisitions. No assurance can be given that we will have access to the capital markets in the future at times and on terms that are acceptable to us, whether to refinance existing debt or to raise additional debt capital.
A downgrade in our credit ratings could have a material adverse effect on our business and financial condition.
The credit ratings assigned to us and our debt, which are subject to ongoing evaluation by the rating agencies who have published them, could change based upon, among other things, our historical and projected business, prospects, liquidity, results of operations and financial condition, or the real estate industry generally. If any credit rating agency downgrades or lowers our credit rating, places any such rating on a so-called “watch list” for a possible downgrading or lowering or otherwise publishes a negative outlook for that rating, it could materially adversely affect the market price of our debt securities and possibly our common stock, and generally the cost and availability of our capital.
We have engaged in hedging transactions and may engage in additional hedging transactions in the future; such transactions may materially and adversely affect our results of operations and cash flows.
We use hedging strategies, in a manner consistent with the REIT qualification requirements, in an effort to reduce our exposure to changes in interest rates. As of December 31, 2021, we were party to eight interest rate swap agreements with third-party financial institutions having an aggregate notional amount of $630.0 million that are designated as cash flow hedges and designed to effectively fix the LIBOR component of the interest rate on the debt outstanding under our term loans. Unanticipated changes in interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions and may materially and adversely affect our business by increasing our cost of capital and reducing the net returns we earn on our portfolio.
LIBOR is being discontinued as a floating rate benchmark; Secured Overnight Financing Rate (“SOFR”) is expected to replace LIBOR as the principal floating rate benchmark; the LIBOR discontinuation has affected and will continue to affect financial markets generally and may also affect our operations specifically.
The LIBOR discontinuation has affected and will continue to affect financial markets generally.
LIBOR is being discontinued as a floating rate benchmark. The date of discontinuation will vary depending on the LIBOR currency and tenor. LIBOR has been the principal floating rate benchmark in the financial markets, and its discontinuation has affected and will continue to affect the financial markets generally and may also affect our operations specifically.
The UK Financial Conduct Authority (the “FCA”), which is the regulator of the LIBOR administrator, has announced that, after specified dates, LIBOR settings will cease to be provided by any administrator or will no longer be representative. Those dates are: (i) June 30, 2023, in the case of the principal U.S. dollar LIBOR tenors
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(overnight and one-, three-, six- and 12-month); and (ii) December 31, 2021, in all other cases (i.e., one week and two month U.S. dollar LIBOR and all tenors of non-U.S. dollar LIBOR).
Accordingly, many existing LIBOR obligations will transition to another benchmark after June 30, 2023 or, in some cases, after December 31, 2021. However, those transition dates may occur earlier (including as a result of the particular contractual terms for a given contract). For some existing LIBOR-based obligations, the contractual consequences of the discontinuation of LIBOR may not be clear.
The FCA and certain U.S. regulators have stated that, despite expected publication of U.S. dollar LIBOR through June 30, 2023, no new contracts using U.S. dollar LIBOR should be entered into after December 31, 2021. Regulators have also stated that, for certain purposes, market participants should transition away from U.S. dollar LIBOR sooner. Regulatory authorities and legislative bodies have taken other actions related to the LIBOR discontinuation and are expected to continue to do so. There is no assurance as to the consequences of any such statements and other actions.
Although the foregoing reflects the likely timing of the LIBOR discontinuation and certain consequences, there is no assurance that LIBOR, of any particular currency or tenor, will continue to be published until any particular date or in any particular form, and there is no assurance regarding the consequences of the LIBOR discontinuation.
SOFR is expected to replace LIBOR as the principal floating rate benchmark in the financial markets.
In the United States, there have been efforts to identify alternative reference interest rates for U.S. dollar LIBOR. The cash markets have generally coalesced around recommendations from the Alternative Reference Rates Committee (the “ARRC”), which was convened by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York (“FRBNY”). The ARRC has recommended that U.S. dollar LIBOR be replaced by rates based on the Secured Overnight Financing Rate (“SOFR”) plus, in the case of existing LIBOR contracts and obligations, a spread adjustment. The derivatives markets are also expected to use SOFR-based rates to replace U.S. dollar LIBOR. For purposes of the following discussion, the term “LIBOR” refers solely to U.S. dollar LIBOR.
SOFR has a limited history.
SOFR has a limited history, having been first published in April 2018. The future performance of SOFR, and SOFR-based reference rates, cannot be predicted based on SOFR’s history or otherwise. Future levels of SOFR may bear little or no relation to historical levels of SOFR, LIBOR or other rates.
There are important differences between SOFR and LIBOR; various SOFR-based rates are expected to develop.
SOFR-based rates will differ from LIBOR, and the differences may be material. SOFR is intended to be a broad measure of the cost of borrowing funds overnight in transactions that are collateralized by U.S. Treasury securities. SOFR is calculated by the FRBNY based on transaction-level repo data collected from various sources. For each trading day, SOFR is calculated as a volume-weighted median rate derived from such data.
Because SOFR is a financing rate based on overnight secured funding transactions, it differs fundamentally from LIBOR. LIBOR is intended to be an unsecured rate that represents interbank funding costs for different short-term tenors. It is a forward-looking rate reflecting expectations regarding interest rates for those tenors. Thus, LIBOR is intended to be sensitive to bank credit risk and to short-term interest rate risk. In contrast, SOFR is a secured overnight rate reflecting the credit of U.S. Treasury securities as collateral. Thus, it is intended to be insensitive to credit risk and to risks related to interest rates other than overnight rates. SOFR has been more volatile than other benchmark or market rates, such as three-month LIBOR, during certain periods.
It is expected that more than one SOFR-based rate will be used in the financial markets. Like LIBOR, some SOFR-based rates will be forward-looking term rates; other SOFR-based rates will be intended to resemble rates for term structures through their use of averaging mechanisms applied to rates from overnight transactions, as in the case of “simple average” or “compounded average” SOFR.
Different kinds of SOFR-based rates will result in different interest rates. Mismatches between SOFR-based rates, and between SOFR-based rates and other rates, may cause economic inefficiencies, particularly if market participants seek to hedge one kind of SOFR-based rate by entering into hedge transactions based on another SOFR-based rate or another rate.
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For these reasons, among others, there is no assurance that SOFR, or rates derived from SOFR, will perform in the same or a similar way as LIBOR would have performed at any time, and there is no assurance that SOFR-based rates will be a suitable substitute for LIBOR.
Various non-SOFR-based rates may also develop, which may create various risks.
There are non-LIBOR forward-looking floating rates that are not based on SOFR and that may be considered by participants in the financial markets as LIBOR alternatives. Unlike forward-looking SOFR-based term rates, such rates reflect a bank credit spread component. It is not clear how such non-SOFR rates, and other non-SOFR rates, will develop and to what extent they will be used. Concerns about market depth and stability could affect the development of non-SOFR-based term rates, and such rates may create various risks, whether or not similar to the risks relating to SOFR.
There is uncertainty as to how floating rate obligations will develop as result of the replacement of LIBOR by other floating rates and as to the effects on us.
Non-LIBOR floating rate obligations, including SOFR-based obligations, may have returns and values that fluctuate more than those of floating rate obligations that are based on LIBOR or other rates. Also, because SOFR and some alternative floating rates are relatively new market indexes, markets for certain non-LIBOR obligations may never develop or may not be liquid. Market terms for non-LIBOR floating rate obligations, such as the spread over the index reflected in interest rate provisions, may evolve over time, and prices of non-LIBOR floating rate obligations may be different depending on when they are issued and changing views about correct spread levels.
Resulting changes in the financial markets may adversely affect financial markets generally and may also adversely affect our operations specifically, particularly as financial markets transition away from LIBOR.
Our debt financing agreements contain restrictions and covenants which may limit our ability to enter into, or obtain funding for, certain transactions, operate our business or make distributions to our common stockholders.
Our debt financing agreements contain financial and other covenants with which we are required to comply and that limit our ability to operate our business. These covenants, as well as any additional covenants to which we may be subject in the future because of additional or replacement debt financing, could cause us to have to forego investment opportunities, reduce or eliminate distributions to our common stockholders or obtain financing that is more expensive than financing we could obtain if we were not subject to the covenants. The covenants impose limitations on, among other things, our ability to incur additional indebtedness, encumber assets and pay distributions to our stockholders under certain circumstances (subject to certain exceptions relating to our qualification as a REIT under the Code). In addition, these agreements have cross-default provisions that generally result in an event of default if we default under other material indebtedness.
The covenants and other restrictions under our debt agreements may affect, among other things, our ability to: incur indebtedness; create liens on assets; cause our subsidiaries to distribute cash to us to fund distributions to stockholders or to otherwise use in our business; (see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Description of Certain Debt”); sell or substitute assets; modify certain terms of our leases; manage our cash flows; and make distributions to equity holders, including our common stockholders.
Additionally, these restrictions may adversely affect our operating and financial flexibility and may limit our ability to respond to changes in our business or competitive environment, all of which may materially and adversely affect us.
Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in any property subject to mortgage debt.
Future borrowings may be secured by mortgages on our properties. Incurring mortgage and other secured debt obligations increases our risk of losses because defaults on secured indebtedness may result in foreclosure actions initiated by lenders and ultimately our loss of the properties securing any loans for which we are in default. If we are in default under a cross-defaulted mortgage loan, we could lose multiple properties to foreclosure. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt
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secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which could hinder our ability to meet the REIT distribution requirements. As we execute our business plan, we may assume or incur new mortgage indebtedness on our properties. Any default under any mortgage debt obligation we incur may increase the risk of our default on our other indebtedness.
Risks Related to Our Organizational Structure
Our charter and bylaws and Maryland law contain provisions that may delay, defer or prevent a change of control transaction, even if such a change in control may be in your interest, and as a result may depress the market price of our common stock. Our charter contains certain restrictions on ownership and transfer of our stock.
Our charter contains various provisions that are intended to, among other things, assist us in maintaining our qualification for taxation as a REIT and, subject to certain exceptions, authorizes our directors to take such actions as are necessary or appropriate to cause us to continue to qualify as a REIT. For example, our charter prohibits the actual, beneficial or constructive ownership by any person of more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of our common stock or more than 9.8% in value of the aggregate of the outstanding shares of all classes and series of our stock.
Our board of directors, in its sole and absolute discretion, may exempt a person, prospectively or retroactively, from these ownership limits if certain conditions are satisfied. The restrictions on ownership and transfer of our stock may, among other things: discourage a tender offer or other transaction or a change in management or of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests; or result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of one or more charitable beneficiaries and, as a result, the forfeiture by the acquirer of the benefits of owning the additional shares.
We could increase or decrease the number of authorized shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval.
Our board of directors, without stockholder approval, has the power under our charter to amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue, to authorize us to issue authorized but unissued shares of our common stock or preferred stock and to classify or reclassify any unissued shares of our common stock or preferred stock into one or more classes or series of stock and to set the terms of such newly classified or reclassified shares. As a result, we may issue one or more classes or series of common stock or preferred stock with preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption that are senior to, or otherwise conflict with, the rights of our common stockholders. Our board of directors could establish a class or series of common stock or preferred stock that could, depending on the terms of such class or series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.
Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees and could discourage lawsuits against us and our directors, officers and employees.
Our bylaws provide that, unless we consent 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, Baltimore Division, will be the sole and exclusive forum for (a) any Internal Corporate Claim, as such term is defined in the Maryland General Corporation Law (“MGCL”), (b) any derivative action or proceeding brought on our behalf, (c) any action asserting a claim of breach of any duty owed by any of our directors, officers or other employees to us or to our stockholders, (d) any action asserting a claim against us or any of our directors, officers or other employees arising pursuant to any provision of the MGCL or our charter or bylaws or (e) any other action asserting a claim against us or any of our directors, officers or other employees that is governed by the internal affairs doctrine. These choice of forum provisions will not apply to suits brought to enforce a duty or liability created by the Securities Act, the Exchange Act, or any other claim for which federal courts have exclusive jurisdiction.
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These exclusive forum provisions may limit the ability of our stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with us or our directors, officers, or employees, which may discourage such lawsuits against us and our directors, officers, and employees. Alternatively, if a court were to find the choice of forum provisions contained in our bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition, and operating results.
Termination of the employment agreements with certain members of our senior management team could be costly and could prevent a change in control of our company.
The employment agreements with certain members of our senior management team provide that if their employment with us terminates under certain circumstances (including in connection with a change in control of our company), we may be required to pay them significant amounts of severance compensation, thereby making it costly to terminate their employment. Furthermore, these provisions could delay or prevent a transaction or a change in control of our company that might involve a premium paid for shares of our common stock or otherwise be in the best interests of our stockholders.
Our board of directors may change our investment and financing policies without stockholder approval, including those with respect to borrowing, and we may become more highly leveraged, which may increase our risk of default under our debt obligations.
Our investment and financing policies are exclusively determined by our board of directors. Accordingly, our stockholders do not control these policies. Further, our organizational documents do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. Although we are not required by our organizational documents to maintain a particular leverage ratio and may not be able to do so, we generally intend to target a level of net debt (which includes recourse and non-recourse borrowings and any outstanding preferred stock issuance less unrestricted cash and cash equivalents) that, over time, is less than six times our Annualized Adjusted EBITDAre. However, from time to time, our ratio of net debt to our Annualized Adjusted EBITDAre may equal or exceed six times. Our board of directors may alter or eliminate our current policy on borrowing at any time without stockholder approval. If this policy changed, we could become more highly leveraged, which could result in an increase in our debt service and the risk of default on our obligations. In addition, a change in our investment policies, including the manner in which we allocate our resources across our portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk, real estate market fluctuations and liquidity risk. Changes to our policies with regard to the foregoing could materially and adversely affect us.
Our rights and the rights of our stockholders to take action against our directors and officers are limited.
As permitted by Maryland law, our charter limits the liability of our directors and officers to us and our stockholders for money damages to the maximum extent permitted by Maryland law. Therefore, our directors and officers are subject to monetary liability resulting only from: actual receipt of an improper benefit or profit in money, property or services; or active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated.
As a result, we and our stockholders have rights against our directors and officers that are more limited than might otherwise exist. Accordingly, if actions taken by any of our directors or officers impede the performance of our company, your and our ability to recover damages from such director or officer will be limited. In addition, our charter requires us to indemnify our directors and officers for actions taken by them in those and certain other capacities to the maximum extent permitted by Maryland law.
We are a holding company with no direct operations and rely on funds received from our Operating Partnership to make any distributions to stockholders and to pay liabilities.
We are a holding company and conduct substantially all of our operations through our Operating Partnership. We do not have any independent operations, and our only material asset is our interest in our Operating Partnership. As a result, we rely on distributions from our Operating Partnership to pay any distributions we might declare on shares of our common stock. We also rely on distributions from our Operating Partnership to meet any of our obligations, including any tax liability on taxable income allocated to us from our Operating Partnership. In addition, because we are a holding company, claims by our stockholders will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of our Operating Partnership and
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its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our Operating Partnership and its subsidiaries will be able to satisfy the claims of our stockholders only after all of our and our Operating Partnership's and its subsidiaries' liabilities and obligations have been paid in full.
In connection with our future acquisition of properties or otherwise, we may issue units of our Operating Partnership to third parties. Such issuances would reduce our ownership in our Operating Partnership. If you do not directly own units of our Operating Partnership, you will not have any voting rights with respect to any such issuances or other partnership level activities of our Operating Partnership.
Conflicts of interest could arise in the future between the interests of our stockholders and the interests of holders of units in our Operating Partnership, which may impede business decisions that could benefit our stockholders.
Conflicts of interest could arise in the future as a result of the relationships between us and our stockholders, on the one hand, and our Operating Partnership and its limited partners, on the other. Under the terms of the partnership agreement of our Operating Partnership, if there is a conflict between the interests of our stockholders, on one hand, and any limited partners, on the other, we will endeavor in good faith to resolve the conflict in a manner not adverse to either our stockholders or any limited partners; provided, however, that so long as we own a controlling economic interest in our Operating Partnership, any conflict that cannot be resolved in a manner not adverse to either our stockholders or any limited partners shall be resolved in favor of our stockholders.
Certain mergers, consolidations and other transactions require the approval of a majority in interest of the outside limited partners in our Operating Partnership (which excludes us and our subsidiaries), which could prevent certain transactions that may result in our stockholders receiving a premium for their shares or otherwise be in their best interest.
The partnership agreement requires the general partner or us, as the parent of the general partner, to obtain the approval of a majority in interest of the outside limited partners in our Operating Partnership (which excludes us and our subsidiaries) in connection with certain mergers, consolidations or other combinations of us, or a sale of all or substantially all of our assets. This approval right could prevent a transaction that might be in the best interests of our stockholders.
Risks Related to Our Status as a REIT
Failure to continue to qualify as a REIT would materially and adversely affect us and the value of our common stock, and even if we continue to qualify as a REIT, we may be subject to certain additional taxes.
We elected to be taxed as a REIT for federal income tax purposes beginning with our taxable year ended December 31, 2018, and we believe that our current organization and operations have allowed and will continue to allow us to qualify as a REIT. We have not requested and do not plan to request a ruling from the Internal Revenue Service, or IRS, that we qualify as a REIT, and the statements in this Annual Report are not binding on the IRS or any court. Therefore, we cannot assure you that we will remain qualified as a REIT in the future. If we lose our REIT status, we will face significant tax consequences that would substantially reduce our cash available for distribution to our stockholders for each of the years involved because: we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to federal income tax at the corporate rate; we also could be subject to increased state and local taxes; and unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified.
Any such corporate tax liability could be substantial and would reduce our cash available for, among other things, our operations and distributions to stockholders. In addition, if we fail to remain qualified as a REIT, we will not be required to make distributions to our stockholders. As a result of all these factors, our failure to remain qualified as a REIT also could impair our ability to expand our business and raise capital and could materially and adversely affect the trading price of our common stock.
Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to continue to qualify as a REIT. In order to continue to qualify as a REIT, we must satisfy a number of requirements, including requirements regarding the
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ownership of our stock, requirements regarding the composition of our assets and a requirement that at least 95% of our gross income in any year must be derived from qualifying sources, such as “rents from real property.” Also, we must make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. In addition, legislation, new regulations, administrative interpretations or court decisions may materially and adversely affect our investors, our ability to continue to qualify as a REIT for federal income tax purposes or the desirability of an investment in a REIT relative to other investments.
Even if we continue to qualify as a REIT for federal income tax purposes, we may be subject to some federal, state and local income, property and excise taxes on our income or property and, in certain cases, a 100% penalty tax, in the event we sell property as a dealer. In addition, any taxable REIT subsidiaries will be subject to tax as regular corporations in the jurisdictions in which they operate.
If our Operating Partnership fails to qualify as a partnership for federal income tax purposes, we will cease to qualify as a REIT and suffer other adverse consequences.
We believe that our Operating Partnership will be treated as a partnership for federal income tax purposes and, as a result, will generally not be subject to federal income tax on its income. Instead, for federal income tax purposes each of the partners of the Operating Partnership, including us, will be allocated, and may be required to pay tax with respect to, such partner's share of its income. Our Operating Partnership will generally be required to determine and pay an imputed underpayment of tax (plus interest and penalties) resulting from an adjustment of the Operating Partnership's items of income, gain, loss, deduction or credit at the partnership level. We cannot assure you that the IRS will not challenge the tax classification of our Operating Partnership or any other subsidiary partnership in which we own an interest, or that a court will not sustain such a challenge. If the IRS were successful in treating our Operating Partnership or any such other subsidiary partnership as an entity taxable as a corporation for federal income tax purposes, we will fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we will likely cease to qualify as a REIT. Also, the failure of our Operating Partnership or any subsidiary partnerships to qualify as a disregarded entity or partnership could cause it to become subject to federal and state corporate income tax, which will reduce significantly the amount of cash available for debt service and for distribution to its partners, including us.
To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause us to curtail our investment activities and/or to dispose of assets at inopportune times.
To continue to qualify as a REIT, we generally must distribute to our stockholders at least 90% of our REIT taxable income each year, determined without regard to the dividends-paid deduction and excluding any net capital gains, and we will be subject to corporate income tax on our undistributed taxable income to the extent that we distribute less than 100% of our REIT taxable income, determined without regard to the dividends-paid deduction and including any net capital gains, each year. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years.
In order to maintain our REIT status and avoid the payment of income and excise taxes, we may need to borrow funds to meet the REIT distribution requirements even if market conditions are not favorable for these borrowings. We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, and could materially and adversely affect us and the per share trading price of our common stock.
Our ability to provide certain services to our tenants may be limited by the REIT rules or may have to be provided through a taxable REIT subsidiary.
As a REIT, we generally cannot provide services to our tenants other than those that are customarily provided by landlords, nor can we derive income from a third party that provides such services. If we forego providing such services to our tenants, we may be at a disadvantage to competitors that are not subject to the same restrictions. However, we can provide such non-customary services to our tenants and receive our share in the revenue from such services if we do so through a taxable REIT subsidiary (“TRS”), though income earned by such TRS will be subject to U.S. federal corporate income taxation.
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The IRS may treat sale-leaseback transactions as loans, which could jeopardize our REIT status or require us to make an unexpected distribution.
A significant portion of our investments were obtained through sale-leaseback transactions, where we purchase owner-occupied real estate and lease it back to the seller. We expect that a majority of our future investments will be obtained this way. The IRS may take the position that specific sale-leaseback transactions that we treat as leases are not true leases for federal income tax purposes but, instead, should be re-characterized as financing arrangements or loans.
If a sale-leaseback transaction were so re-characterized, we might fail to satisfy the REIT asset tests, the income tests or distribution requirements and consequently lose our REIT status effective with the year of re-characterization unless we elect to make an additional distribution to maintain our REIT status. The primary risk relates to our loss of previously incurred depreciation expenses, which could affect the calculation of our REIT taxable income and could cause us to fail the REIT distribution test that requires a REIT to distribute at least 90% of its REIT taxable income, determined without regard to the dividends-paid deduction and excluding any net capital gain. In this circumstance, we may elect to distribute an additional dividend of the increased taxable income so as not to fail the REIT distribution test. This distribution would be paid to all stockholders at the time of declaration rather than the stockholders existing in the taxable year affected by the re-characterization.
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
The maximum tax rate applicable to income from "qualified dividends" payable to U.S. stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, generally are not eligible for the 20% rate except to the extent the REIT dividends are attributable to "qualified dividends" received by the REIT itself. However, for non-corporate U.S. stockholders, dividends payable by REITs that are not designated as capital gain dividends or otherwise treated as "qualified dividends" generally are eligible for a deduction of 20% of the amount of such dividends, for taxable years beginning before January 1, 2026. More favorable rates will nevertheless continue to apply for regular corporate "qualified dividends."  Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, if the 20% rate continues to apply to regular corporate qualified dividends, investors who are individuals, trusts and estates may regard investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations.
The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes.
A REIT's net income from “prohibited transactions” is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
The REIT provisions of the Code substantially limit our ability to hedge our assets and liabilities. Any income from a hedging transaction that we enter into to manage the risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets, or from certain terminations of such hedging positions, does not constitute “gross income” for purposes of the 75% or 95% gross income tests that apply to REITs, provided that certain identification requirements are met. To the extent that we enter into other types of hedging transactions or fail to properly identify such transaction as a hedge, the income is likely to be treated as non-qualifying income for purposes of both of the gross income tests. As a result of these rules, we may be required to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because any TRS in which we own an interest may be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in any TRS in which we own an interest will generally not provide any tax benefit, except that such losses could theoretically be carried forward against future taxable income in such TRS.
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Complying with REIT requirements may affect our profitability and may force us to liquidate or forgo otherwise attractive investments.
To qualify as a REIT, we must continually satisfy tests concerning, among other things, the nature and diversification of our assets, the sources of our income and the amounts we distribute to our stockholders. We may be required to liquidate or forgo otherwise attractive investments in order to satisfy the asset and income tests or to qualify under certain statutory relief provisions. We also may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. As a result, having to comply with the distribution requirement could cause us to: (i) sell assets in adverse market conditions; (ii) borrow on unfavorable terms; or (iii) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt. Accordingly, satisfying the REIT requirements could materially and adversely affect us. Moreover, if we are compelled to liquidate our investments to meet any of these asset, income or distribution tests, or to repay obligations to our lenders, we may be unable to comply with one or more of the requirements applicable to REITs or may be subject to a 100% tax on any resulting gain if such sales are prohibited transactions.
There is a risk of changes in the tax law applicable to REITs.
Because the IRS, the United States Treasury Department and Congress frequently review federal income tax legislation, we cannot predict whether, when or to what extent new federal tax laws, regulations, interpretations or rulings will be adopted. Any of such legislative actions may prospectively or retroactively modify our tax treatment and, therefore, may adversely affect taxation of us and/or our investors. For example, the Tax Cuts and Jobs Act of 2017 (the “TCJA”) has significantly changed the U.S. federal income taxation of U.S. businesses and their owners, including REITs and their stockholders. You are urged to consult with your tax advisor with respect to the status of legislative, regulatory, judicial or administrative developments and proposals and their potential effect on an investment in our securities.
Risks Related to the Ownership of Our Common Stock
Changes in market conditions and volatility of stock prices could adversely affect the market price of our common stock.
The market price of our common stock on the NYSE has experienced significant volatility, particularly since the outbreak of the COVID-19 pandemic. The market price of our common stock will fluctuate, and such fluctuations could be significant and frequent; accordingly, our common stockholders may experience a significant decrease in the value of their shares, including decreases that may be related to technical market factors and may be unrelated to our operating performance or prospects. Similarly, the trading volume of our common stock may decline, and our common stockholders could experience a decrease in liquidity. A number of factors could negatively affect the price per share of our common stock, including: actual or anticipated variations in our quarterly operating results or distributions; changes in our funds from operations (“FFO”), core FFO (“Core FFO”), adjusted FFO (“AFFO”) or guidance; changes in our net investment activity; difficulties or inability to access equity or debt capital on attractive terms or extend or refinance existing debt; increases in our leverage; changes in our management or business strategy; failure to comply with the NYSE listing requirements or other regulatory requirements; and the other factors described in this Risk Factors section. Many of these factors are beyond our control. These factors may cause the market price of shares of our common stock to decline significantly, regardless of our financial condition, results of operations, business or our prospects.
Increases in market interest rates may result in a decrease in the value of shares of our common stock.
One of the factors that may influence the price of shares of our common stock is the distribution yield on shares of our common stock (as a percentage of the price of shares of our common stock) relative to market interest rates. An increase in market interest rates, which are currently at low levels relative to historical rates, may lead prospective purchasers of shares of our common stock to expect a higher distribution yield. Additionally, higher interest rates would likely increase our borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the per share trading price of our common stock to decrease. Higher borrowing costs and a reduced trading price of our common stock would increase our overall cost of capital and adversely affect our ability to make accretive acquisitions.
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We may be unable to continue to make distributions at our current distribution level, and our board may change our distribution policy in the future.
While we expect to continue to make regular quarterly distributions to the holders of our common stock, if sufficient cash is not available for distribution from our operations, we may have to fund distributions from working capital or net proceeds from asset sales, borrow to provide funds for such distributions, or reduce the amount of such distributions. To the extent we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been. If cash available for distribution generated by our assets is less than expected, or if such cash available for distribution decreases in future periods from expected levels, our inability to make distributions could result in a decrease in the market price of our common stock.
The decision to declare and pay distributions on our common stock, as well as the form, timing and amount of any such future distributions, is at the sole discretion of our board of directors and depends upon a number of factors, including our actual and projected results of operations, FFO, Core FFO, AFFO, liquidity, cash flows and financial condition, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as our board of directors deems relevant. We may not be able to make distributions in the future, and our inability to make distributions, or to make distributions at expected levels, could have a material adverse effect on the market price of our common stock.
The incurrence of additional debt, which would be senior to shares of our common stock upon liquidation, and/or preferred equity securities that may be senior to shares of our common stock for purposes of distributions or upon liquidation, may materially and adversely affect the market price of shares of our common stock.
In the future, we may attempt to increase our capital resources by making additional offerings of debt or preferred equity securities, including by causing our Operating Partnership or its subsidiaries to issue additional debt securities, or by otherwise incurring additional indebtedness. Upon liquidation, holders of our debt securities, other lenders and creditors, and any holders of preferred stock with a liquidation preference will receive distributions of our available assets prior to our stockholders. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. Our stockholders are not entitled to preemptive rights or other protections against dilution. Our preferred stock, if issued, could have a preference on liquidating distributions or a preference on distribution payments that could limit our right to make distributions to our stockholders. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Our stockholders bear the risk of our future offerings reducing per share trading price of our common stock.
Sales of substantial amounts of our common stock or securities convertible into or exercisable or exchangeable therefor, or the perception that such sales might occur, could reduce the price of our common stock and may dilute your voting power and your ownership interest in us.
Sales of substantial amounts of our common stock or securities convertible into or exercisable or exchangeable therefor (such as OP Units), or the perception that such sales might occur, could adversely affect the market price of our common stock. Additionally, such sales would dilute the voting power and ownership interest of existing common stockholders. Our charter provides that we may issue up to 500,000,000 shares of common stock, and a majority of our entire board of directors has the power to amend our charter to increase the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue without stockholder approval. As of December 31, 2021, we had 124,649,053 shares of common stock outstanding and 553,847 OP Units outstanding (excluding OP Units held directly or indirectly by us). The currently outstanding OP Units are primarily held by members of our management team. OP Units are generally redeemable for cash or, at our election, shares of common stock on a one-for-one basis, which may result in stockholder dilution. In the future we may acquire properties through tax deferred contribution transactions in exchange for OP Units. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may require that we agree to protect the contributors' ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases. These restrictions could limit our ability
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to sell an asset at a time, or on terms, that would be favorable absent such restrictions. As of December 31, 2021, 1,692,266 shares remain available for issuance under our 2018 Incentive Plan.
General Risk Factors
Any material failure, weakness, interruption or breach in security of our information systems could prevent us from effectively operating our business.
We rely on information systems across our operations and corporate functions, including finance and accounting, and depend on such systems to ensure payment of obligations, collection of cash, data warehousing to support analytics, and other various processes and procedures. Our ability to efficiently manage our business depends significantly on the reliability and capacity of these systems. The failure of these systems to operate effectively, maintenance problems, upgrading or transitioning to new platforms or a breach in security of these systems, such as in the event of cyber-attacks, could adversely affect us. There can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. A security breach or other significant disruption involving our information systems could disrupt the proper functioning of our networks and systems; result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines; result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or damage our reputation among our tenants and investors generally.
We are subject to litigation, which could materially and adversely affect us.
From time to time, we are party to various lawsuits, claims and other legal proceedings. These matters may involve significant expense and may result in judgments or settlements, which may be significant. There can be no assurance that insurance will be available to cover losses related to legal proceedings or that our tenants will meet any indemnification obligations that they have to us. Litigation may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against. Resolution of these types of matters against us may result in our having to pay significant fines, judgments or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could materially and adversely affect us.
Material weaknesses in or a failure to maintain an effective system of internal control over financial reporting or disclosure controls could prevent us from accurately and timely reporting our financial results, which could materially and adversely affect us.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports, effectively prevent fraud and operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. We are required to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Designing and implementing an effective system of internal control over financial reporting and disclosure controls and procedures is a continuous effort that requires significant resources, including the expenditure of a significant amount of time by senior members of our management team.
In connection with our ongoing monitoring of our internal control over financial reporting or audits of our financial statements, we or our auditors may identify deficiencies in our internal control over financial reporting that may be significant or rise to the level of material weaknesses. Any failure to maintain effective internal control over financial reporting or disclosure controls and procedures or to timely effect any necessary improvements to such controls, could harm our operating results or cause us to fail to meet our reporting obligations (which could affect the listing of our common stock on the NYSE). Additionally, ineffective internal control over financial reporting or disclosure controls and procedures could also adversely affect our ability to prevent or detect fraud, harm our reputation and cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our common stock.
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Changes in accounting standards may materially and adversely affect us.
From time to time FASB and the SEC, who create and interpret accounting standards, may change the financial accounting and reporting standards or their interpretation and application of these standards that will govern the preparation of our financial statements. These changes could materially and adversely affect our reported financial condition and results of operations, and, under certain circumstances, may cause us to fail to comply with financial covenants contained in agreements relating to our indebtedness. In some cases, we could be required to apply a new or revised standard retroactively, resulting in restating prior period financial statements. Similarly, these changes could materially and adversely affect our tenants’ reported financial condition or results of operations and affect their preferences regarding leasing real estate.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Our Real Estate Investment Portfolio
As of December 31, 2021, we had a portfolio of 1,451 properties, inclusive of 126 properties that secure our investments in mortgage loans receivable, that was diversified by tenant, industry and geography and had annualized base rent of $242.9 million. Our 311 tenants operate 433 different concepts in 16 industries across 46 states. None of our tenants represented more than 3.3% of our annualized base rent at December 31, 2021 and our top ten largest tenants represented 19.7% of our annualized base rent as of that date.
Diversification by Tenant
As set forth below, as of December 31, 2021, our top ten tenants included ten different concepts. The following table details information about our tenants and the related concepts they operate as of December 31, 2021 (dollars in thousands):
Tenant (1)
Concept
Number of
Properties (2)
Annualized
Base Rent 
% of
Annualized
Base Rent
Equipmentshare.com Inc.EquipmentShare26 $7,898 3.3 %
Captain D's, LLCCaptain D's75 5,269 2.2 %
Whitewater Holding Company, LLCWhiteWater Express Car Wash16 4,892 2.0 %
Cadence Education, LLCVarious23 4,844 2.0 %
Mammoth Holdings, LLCVarious17 4,455 1.8 %
Car Wash Partners, Inc.Mister Car Wash13 4,393 1.8 %
Bowl New England, Inc.Spare Time4,367 1.8 %
The Nest Schools, Inc.The Nest Schools17 3,952 1.6 %
GB Auto Service, Inc.Various19 3,862 1.6 %
Mac's Convenience Stores, LLC(3)
Circle K34 3,797 1.6 %
Top 10 Subtotal246 47,729 19.7 %
Other 1,204 195,146 80.3 %
Total1,450 $242,875 100.0 %
 __________________________________________
(1)Represents tenant or guarantor.
(2)Excludes one vacant property.
(3)Includes properties leased to a subsidiary of Alimentation Couche Tard Inc.
As of December 31, 2021, our five largest tenants, who contributed 11.3% of our annualized base rent, had a rent coverage ratio of 6.8x, and our ten largest tenants, who contributed 19.7% of our annualized base rent, had a rent coverage ratio of 5.1x.
As of December 31, 2021, 94.5% of our leases (based on annualized base rent) were triple-net, and the tenant is typically responsible for all improvements and is contractually obligated to pay all operating expenses,
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such as maintenance, insurance, utility and tax expense, related to the leased property. Due to the triple-net structure of our leases, we do not expect to incur significant capital expenditures relating to our triple-net leased properties, and the potential impact of inflation on our operating expenses is reduced.
Diversification by Concept
Our tenants operate their businesses through 433 concepts (i.e., generally brands). The following table provides information about the top ten concepts in our portfolio as of December 31, 2021 (dollars in thousands): 
ConceptType of
Business
Annualized
Base Rent
% of
Annualized
Base Rent
Number of
Properties (1)
Building
(Sq. Ft.) (1)
EquipmentShareService$7,898 3.3 %26 491,658 
Captain D'sService6,371 2.6 %87 225,254 
Applebee'sService5,396 2.2 %37 183,214 
WhiteWater Express Car WashService4,892 2.0 %16 77,746 
Mister Car WashService4,393 1.8 %13 54,621 
Spare TimeExperience4,367 1.8 %272,979 
The Nest SchoolsService3,952 1.6 %17 217,282 
Circle KService3,875 1.6 %35 130,975 
Festival FoodsRetail3,671 1.5 %310,871 
AMCExperience3,539 1.5 %240,672 
Top 10 Subtotal48,354 19.9 %246 2,205,272 
Other194,521 80.1 %1,204 11,264,176 
Total$242,875 100.0 %1,450 13,469,448 
 ______________________________________
(1)Excludes one vacant property.
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Diversification by Industry
Our tenants' business concepts are diversified across various industries. The following table summarizes those industries as of December 31, 2021 (dollars in thousands except per sq. ft amounts):
Tenant IndustryType of
Business
Annualized
Base Rent
% of
Annualized
Base Rent
Number of
Properties (1)
Building
(Sq. Ft.) (1)
Rent Per
Sq. Ft. (2)
Early Childhood EducationService$35,514 14.6 %159 1,681,487 $20.84 
Quick ServiceService30,094 12.4 %362 993,825 30.15 
Medical / DentalService29,008 11.9 %174 1,199,502 24.25 
Car WashesService26,744 11.0 %94 456,057 57.55 
Automotive ServiceService21,457 8.8 %160 1,085,290 19.77 
Convenience StoresService15,580 6.4 %100 578,844 26.92 
Casual DiningService15,310 6.3 %134 524,676 29.18 
Equipment Rental and SalesService9,816 4.0 %41 699,047 13.82 
Family DiningService5,663 2.3 %37 220,106 25.73 
Other ServicesService5,306 2.2 %24 292,129 18.79 
Pet Care ServicesService5,361 2.2 %48 395,905 15.66 
Service Subtotal 199,853 82.3 %1,333 8,126,868 24.64 
Health and FitnessExperience11,225 4.6 %27 1,087,279 10.38 
EntertainmentExperience10,935 4.5 %25 800,922 12.97 
Movie TheatresExperience4,170 1.7 %293,206 14.22 
Experience Subtotal26,330 10.8 %58 2,181,407 11.85 
GroceryRetail 8,637 3.6 %27 1,272,431 6.79 
Home FurnishingsRetail 2,048 0.8 %217,339 9.42 
Retail Subtotal10,685 4.4 %31 1,489,770 7.17 
Building MaterialsIndustrial3,801 1.6 %23 1,257,017 3.02 
Other IndustrialIndustrial2,206 0.9 %414,386 5.32 
Industrial Subtotal6,007 2.5 %28 1,671,403 3.59 
Total/Weighted Average$242,875 100.0 %1,450 13,469,448 $17.99 
 ____________________________________________________
(1)Excludes one vacant property.
(2)Excludes properties with no annualized base rent and properties under construction.
As of December 31, 2021, our tenants operating service-oriented businesses had a weighted average rent coverage ratio of 3.7x, our tenants operating experience-based businesses had a weighted average rent coverage ratio of 1.7x, our tenants operating retail businesses had a weighted average rent coverage ratio of 3.5x and our tenants operating other types of businesses had a weighted average rent coverage ratio of 16.5x.
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Diversification by Geography
Our 1,451 property locations are spread across 46 states. The following table details the geographical locations of our properties as of December 31, 2021 (dollars in thousands):
StateAnnualized Base Rent% of Annualized Base RentNumber of PropertiesBuilding (Sq. Ft.)
Texas$33,048 13.6 %177 1,694,868 
Ohio16,838 6.9 %101 977,158 
Georgia16,590 6.8 %109 629,926 
Florida15,983 6.6 %69 736,151 
Wisconsin11,280 4.6 %49 685,402 
North Carolina9,583 4.0 %52 581,450 
Arkansas8,393 3.5 %60 470,809 
Michigan8,278 3.4 %52 903,768 
Arizona7,551 3.1 %43 384,058 
Alabama7,358 3.0 %50 458,898 
Missouri7,015 2.9 %46 644,295 
Oklahoma6,335 2.6 %42 402,981 
Massachusetts6,132 2.5 %29 406,159 
Minnesota6,109 2.5 %35 464,052 
Illinois5,666 2.3 %33 240,344 
Colorado5,410 2.2 %26 236,068 
Tennessee5,349 2.2 %44 215,332 
South Carolina5,105 2.1 %32 341,855 
Pennsylvania4,760 2.0 %29 241,291 
New York4,578 1.9 %39 185,923 
Mississippi4,260 1.8 %40 150,860 
Iowa4,055 1.7 %25 169,764 
California3,712 1.5 %21 203,658 
Kentucky3,710 1.5 %35 190,330 
New Jersey3,575 1.5 %18 118,613 
New Mexico3,246 1.3 %21 126,699 
Kansas3,098 1.3 %21 154,069 
Connecticut2,978 1.2 %13 217,985 
Indiana2,796 1.2 %23 189,779 
Virginia2,558 1.1 %12 203,636 
Nevada2,409 1.0 %80,358 
South Dakota2,379 1.0 %124,912 
Maryland1,948 0.8 %68,324 
Louisiana1,890 0.8 %11 80,537 
West Virginia1,777 0.7 %25 77,083 
Washington1,673 0.7 %11 87,243 
Oregon1,116 0.5 %124,931 
Nebraska958 0.4 %10 32,985 
Utah933 0.4 %67,659 
New Hampshire621 0.3 %52,972 
Maine500 0.2 %32,115 
Wyoming436 0.2 %14,001 
Idaho393 0.2 %35,433 
Alaska242 0.1 %6,630 
Rhode Island163 0.1 %5,800 
Vermont88 — %2,674 
Total$242,875 100.0 %1,451 13,519,838 
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Lease Expirations
As of December 31, 2021, the weighted average remaining term of our leases was 14.0 years (based on annualized base rent), with only 5.4% of our annualized base rent attributable to leases expiring prior to January 1, 2027. The following table sets forth our lease expirations for leases in place as of December 31, 2021 (dollars in thousands): 
Lease Expiration Year (1)
Annualized
Base Rent
% of
Annualized
Base Rent
Number of
Properties (2)
Weighted
Average Rent
Coverage Ratio (3)
2022$490 0.2 %3.0x
20231,489 0.6 %16 2.8x
20244,847 2.0 %47 4.7x
20252,335 1.0 %20 2.0x
20263,914 1.6 %26 2.8x
20274,511 1.9 %28 2.7x
20284,342 1.8 %15 1.7x
20295,698 2.3 %78 4.3x
20304,356 1.8 %48 4.0x
203114,839 6.1 %88 2.8x
20328,935 3.7 %33 5.4x
20338,174 3.4 %27 3.3x
203426,764 11.0 %207 7.1x
203514,101 5.8 %96 3.0x
203639,627 16.3 %186 3.0x
20379,486 3.9 %58 7.8x
203812,743 5.2 %77 2.0x
203922,261 9.2 %121 3.7x
204031,888 13.1 %160 2.7x
204121,032 8.7 %113 2.5x
Thereafter1,043 0.4 %3.1x
Total/Weighted Average$242,875 100.0 %1,450 3.7x
 _______________________________________________________________
(1)Expiration year of contracts in place as of December 31, 2021, excluding any tenant option renewal periods that have not been exercised.
(2)Excludes one vacant property.
(3)Weighted by annualized base rent.
Item 3. Legal Proceedings.
We are subject to various lawsuits, claims and other legal proceedings. Management does not believe that the resolution of any of these matters either individually or in the aggregate will have a material adverse effect on our business, financial condition, results of operations or liquidity. Further, from time to time, we are party to various lawsuits, claims and other legal proceedings for which third parties, such as our tenants, are contractually obligated to indemnify, defend and hold us harmless. In some of these matters, the indemnitors have insurance for the potential damages. In other matters, we are being defended by tenants who may not have sufficient insurance, assets, income or resources to satisfy their defense and indemnification obligations to us. The unfavorable resolution of such legal proceedings could, individually or in the aggregate, materially adversely affect the indemnitors' ability to satisfy their respective obligations to us, which, in turn, could have a material adverse effect on our business, financial condition, results of operations or liquidity. It is management's opinion that there are currently no such legal proceedings pending that will, individually or in the aggregate, have such a material adverse effect. Despite management's view of the ultimate resolution of these legal proceedings, we may have significant legal expenses and costs associated with the defense of such matters. Further, management cannot predict the outcome of these legal proceedings and if management's expectation regarding such matters is not correct, such proceedings could have a material adverse effect on our business, financial condition, results of operations or liquidity.
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Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock is listed on the NYSE under the symbol "EPRT". As of February 11, 2022, there were 158 holders of record of the 125,605,199 outstanding shares of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Distributions
We have made and intend to continue to make quarterly cash distributions to our common stockholders. In particular, in order to maintain our qualification for taxation as a REIT, we intend to make annual distributions to our stockholders of at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gain. However, any future distributions will be at the sole discretion of our board of directors, and their form, timing and amount, if any, will depend upon a number of factors, including our actual and projected results of operations, FFO, Core FFO, AFFO, liquidity, cash flows and financial condition, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as our board of directors deems relevant. To the extent that our cash available for distribution is less than 90% of our REIT taxable income, we may consider various means to cover any such shortfall, including borrowing under the Revolving Credit Facility or other loans, selling certain of our assets, or using a portion of the net proceeds we receive from offerings of equity, equity-related or debt securities or declaring taxable share dividends. Agreements relating to our indebtedness, including our revolving and term loan credit facilities, limit and, under certain circumstances, could eliminate our ability to make distributions.  See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsDescription of Certain Debt."
We have determined that, for federal income tax purposes, approximately 69.4% of the distributions paid for the 2021 tax year represented taxable income and 30.6% represented a return of capital.
Issuer Purchases of Equity Securities
During the year ended December 31, 2021, the Company did not repurchase any of its equity securities.
Stock Performance Graph
The following performance graph and related table compare, for the period from June 21, 2018 (the first day our common stock was traded on the NYSE) through December 31, 2021, the cumulative total stockholder return on our common stock with that of the Standard & Poor's 500 Composite Stock Index ("S&P 500") and the FTSE NAREIT All Equity REITs index ("FNER"). The graph and related table assume $100.00 was invested on June 21, 2018 and assumes the reinvestment of all dividends. The historical stock price performance reflected in the graph and related table is not necessarily indicative of future stock price performance.
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Essential Properties Realty Trust, Inc.
 eprt-20211231_g1.jpg
 
Ticker / Index6/21/20186/30/201812/31/20186/30/201912/31/20196/30/202012/31/20206/30/202112/31/2021
EPRT100.0099.27103.16153.26193.63119.31175.07228.11245.86
S&P 500100.0098.8692.65112.12126.83121.72147.49168.77187.69
FNER100.00101.3594.04110.07116.5797.92105.02127.84146.21
 The performance graph and the related table are being furnished solely to accompany this Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K, and are not being filed for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any filing of ours, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Equity Compensation Plan Information
The information concerning our Equity Compensation Plan will be included in the Proxy Statement to be filed relating to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.
Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 6. Reserved.
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes included elsewhere in this report, as well as the "Selected Financial Data" and "Business" sections of this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and strategies for our business, includes forward‑looking statements that involve risks and uncertainties. You should read "Item 1A. Risk Factors" and the "Special Note Regarding Forward‑Looking Statements" sections of this report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by these forward‑looking statements.
Overview
We are an internally managed real estate company that acquires, owns and manages primarily single-tenant properties that are net leased on a long-term basis to middle-market companies operating service-oriented or experience-based businesses. We generally invest in and lease freestanding, single-tenant commercial real estate facilities where a tenant services its customers and conducts activities that are essential to the generation of the tenant’s sales and profits. As of December 31, 2021, 93.1% of our $242.9 million of annualized base rent was attributable to properties operated by tenants in service-oriented and experience-based businesses. "Annualized base rent" means annualized contractually specified cash base rent in effect on December 31, 2021 for all of our leases (including those accounted for as loans or direct financing leases) commenced as of that date and annualized cash interest on our mortgage loans receivable as of that date.
We were organized on January 12, 2018 as a Maryland corporation. We have elected to be taxed as a REIT for federal income tax purposes beginning with the year ended December 31, 2018, and we believe that our current organization, operations and intended distributions will allow us to continue to so qualify. We completed our initial public offering in June 2018. Our common stock is listed on the New York Stock Exchange under the symbol “EPRT”.
Our primary business objective is to maximize stockholder value by generating attractive risk-adjusted returns through owning, managing and growing a diversified portfolio of commercially desirable properties. We have grown significantly since commencing our operations and investment activities in June 2016. As of December 31, 2021, we had a portfolio of 1,451 properties (inclusive of 126 properties which secure our investments in mortgage loans receivable) that was diversified by tenant, industry, concept and geography, had annualized base rent of $242.9 million and was 99.9% occupied. Our portfolio is built based on the following core investment attributes:
Diversification. As of December 31, 2021, our portfolio was 99.9% occupied by 311 tenants operating 433 different brands, or concepts, in 16 industries across 46 states, with none of our tenants contributing more than 3.3% of our annualized base rent. Our goal is that, over time, no more than 5% of our annualized base rent will be derived from any single tenant or more than 1% from any single property.
Long Lease Term. As of December 31, 2021, our leases had a weighted average remaining lease term of 14.0 years (based on annualized base rent), with 5.4% of our annualized base rent attributable to leases expiring prior to January 1, 2027. Our properties generally are subject to long-term net leases that we believe provide us a stable base of revenue from which to grow our portfolio.
Significant Use of Sale-Leaseback Investments. We seek to acquire properties owned and operated by middle-market businesses and lease the properties back to the operators pursuant to our standard lease form. For the year ended December 31, 2021, approximately 89.1% of our investments were sale-leaseback transactions.
Significant Use of Master Leases. As of December 31, 2021, 61.3% of our annualized base rent was attributable to master leases.
Contractual Base Rent Escalation. As of December 31, 2021, 98.6% of our leases (based on annualized base rent) provided for increases in future base rent at a weighted average rate of 1.6% per year.
Smaller, Low Basis Single-Tenant Properties. We generally invest in freestanding “small-box” single- tenant properties. As of December 31, 2021, our average investment per property was $2.3 million (which equals
46


our aggregate investment in our properties (including transaction costs, lease incentives and amounts funded for construction in progress) divided by the number of properties owned at such date), and we believe investments of similar size allow us to grow our portfolio without concentrating a large amount of capital in individual properties and limit our exposure to events that may adversely affect a particular property. Additionally, we believe that many of our properties are generally fungible and appropriate for multiple commercial uses, which reduces the risk that a particular property may become obsolete and enhances our ability to sell a property if we choose to do so.
Healthy Rent Coverage Ratio and Tenant Financial Reporting. As of December 31, 2021, our portfolio’s weighted average rent coverage ratio was 3.7x, and 98.5% of our leases (based on annualized base rent) obligate the tenant to periodically provide us with specified unit-level financial reporting.
Our Competitive Strengths
We believe the following competitive strengths distinguish us from our competitors and allow us to compete effectively in the single-tenant, net-lease market:
Carefully Constructed Portfolio of Recently Acquired Properties Leased to Service-Oriented or Experience-Based Tenants. We have strategically constructed a portfolio that is diversified by tenant, industry and geography and generally avoids exposure to businesses that we believe are subject to pressure from e-commerce businesses. Our properties are generally subject to long-term net leases that we believe provide us with a stable and predictable base of revenue from which to grow our portfolio. As of December 31, 2021, we had a portfolio of 1,451 properties, with annualized base rent of $242.9 million, which was purposefully selected by our management team in accordance with our focused and disciplined investment strategy. Our portfolio is diversified with 311 tenants operating 433 different concepts across 46 states and in 16 distinct industries. None of our tenants contributed more than 3.3% of our annualized base rent as of December 31, 2021, and our strategy targets a scaled portfolio that, over time, derives no more than 5% of our annualized base rent from any single tenant or more than 1% from any single property.
We focus on investing in properties leased to tenants operating in service-oriented or experience- based businesses such as car washes, restaurants (primarily quick service restaurants), early childhood education, medical and dental services, convenience stores, automotive services, equipment rental, entertainment and health and fitness, which we believe are generally more insulated from e-commerce pressure than many others. As of December 31, 2021, 93.1% of our annualized base rent was attributable to tenants operating service-oriented and experience-based businesses.
We believe that our portfolio’s diversity and our rigorous underwriting decrease the impact on us of an adverse event affecting a specific tenant, industry or region, and our focus on leasing to tenants in industries that we believe are well-positioned to withstand competition from e-commerce businesses increases the stability and predictability of our rental revenue.
Differentiated Investment Strategy. We seek to acquire and lease freestanding, single-tenant commercial real estate facilities where a tenant services its customers and conducts activities at the property that are essential to the generation of its sales and profits. We primarily seek to invest in properties leased to unrated middle- market companies that we determine have attractive credit characteristics and stable operating histories. We believe middle-market companies are underserved from a capital perspective and that we can offer them attractive real estate financing solutions while allowing us to enter into lease agreements that provide us with attractive risk-adjusted returns. Furthermore, many net-lease transactions with middle- market companies involve properties that are individually relatively small, which allows us to avoid concentrating a large amount of capital in individual properties. We maintain close relationships with our tenants, which we believe allows us to source additional investments and become the capital provider of choice as our tenants’ businesses grow and their real estate needs increase.
Disciplined Underwriting Leading to Strong Portfolio Characteristics. We generally seek to invest in single assets or portfolios of assets through transactions which range in aggregate purchase price from $2 million to $50 million. Our size allows us to focus on investing in a segment of the market that we believe is underserved from a capital perspective and where we can originate or acquire relatively smaller assets on attractive terms that provide meaningful growth to our portfolio. In addition, we seek to invest in commercially desirable properties that are suitable for use by different tenants, offer attractive risk-adjusted returns and possess characteristics that reduce our real estate investment risks.
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Experienced and Proven Management Team. Our senior management has significant experience in the    net-lease industry and a track record of growing net-lease businesses to significant scale.
Our senior management team has been responsible for our focused and disciplined investment strategy and for developing and implementing our investment sourcing, underwriting, closing and asset management infrastructure, which we believe can support significant investment growth without a proportionate increase in our operating expenses. As of December 31, 2021, exclusive of our initial investment in a portfolio of 262 net leased properties, consisting primarily of restaurants, that we acquired on June 16, 2016 as part of the liquidation of General Electric Capital Corporation for an aggregate purchase price of $279.8 million (including transaction costs) (the "Initial Portfolio"), 85.2% of our portfolio’s annualized base rent was attributable to internally originated sale-leaseback transactions and 86.2% was acquired from parties who had previously engaged in one or more transactions that involved a member of our senior management team (including operators and tenants and other participants in the net lease industry, such as brokers, intermediaries and financing sources). The substantial experience, knowledge and relationships of our senior leadership team provide us with an extensive network of contacts that we believe allows us to originate attractive investment opportunities and effectively grow our business.
Asset Base Allows for Significant Growth. Building on our senior leadership team’s experience of more than 20 years in net-lease real estate investing, we have developed leading origination, underwriting, financing and property management capabilities. Our platform is scalable, and we seek to leverage our capabilities to improve our efficiency and processes to continue to seek attractive risk- adjusted growth. While we expect that our general and administrative expenses could increase as our portfolio grows, we expect that such expenses as a percentage of our portfolio and our revenues will decrease over time due to efficiencies and economies of scale. With our smaller asset base relative to other peers that focus on acquiring net leased real estate, we believe that we can achieve superior growth through manageable acquisition volume.
Extensive Tenant Financial Reporting Supports Active Asset Management. We seek to enter into lease agreements that obligate our tenants to periodically provide us with corporate and/or unit-level financial reporting, which we believe enhances our ability to actively monitor our investments, actively evaluate credit risk, negotiate lease renewals and proactively manage our portfolio to protect stockholder value. As of December 31, 2021, leases contributing 98.5% of our annualized base rent required tenants to provide us with specified unit-level financial information, and leases contributing 98.6% of our annualized base rent required tenants to provide us with corporate-level financial reporting.
Our Business and Growth Strategies
Our primary business objective is to maximize stockholder value by generating attractive risk-adjusted returns through owning, managing and growing a diversified portfolio of commercially desirable properties. We intend to pursue our objective through the following business and growth strategies.
Structure and Manage Our Diverse Portfolio with Focused and Disciplined Underwriting and Risk Management. We seek to maintain the stability of our rental revenue and maximize the long-term return on our investments while continuing our growth by using our focused and disciplined underwriting and risk management expertise. When underwriting assets, we emphasize commercially desirable properties, with strong operating performance, healthy rent coverage ratios and tenants with attractive credit characteristics.
Leasing. In general, we seek to enter into leases with (i) relatively long terms (typically with initial terms of 15 years or more and tenant renewal options); (ii) attractive rent escalation provisions; (iii) healthy rent coverage ratios; and (iv) tenant obligations to periodically provide us with financial information, which provides us with information about the operating performance of the leased property and/or tenant and allows us to actively monitor the security of payments under the lease on an ongoing basis. We strongly prefer to use master lease structures, pursuant to which we lease multiple properties to a single tenant on a unitary (i.e., “all or none”) basis. In addition, in the context of our sale-leaseback investments, we generally seek to establish contract rents that are at or below prevailing market rents, which we believe enhances tenant retention and reduces our releasing risk if a lease is rejected in a bankruptcy proceeding or expires.
Diversification. We monitor and manage the diversification of our portfolio in order to reduce the risks associated with adverse developments affecting a particular tenant, property, industry or region. Our strategy targets a scaled portfolio that, over time, will (1) derive no more than 5% of its annualized base rent
48


from any single tenant or more than 1% of its annualized base rent from any single property, (2) be primarily leased to tenants operating in service-oriented or experience- based businesses and (3) avoid significant geographic concentration. While we consider these criteria when making investments, we may be opportunistic in managing our business and make investments that do not meet one or more of these criteria if we believe the opportunity presents an attractive risk-adjusted return.
Asset Management. We are an active asset manager and regularly review each of our properties to evaluate various factors, including, but not limited to, changes in the business performance at the property, credit of the tenant and local real estate market conditions. Among other things, we use Moody’s Analytics RiskCalc, which is a model for predicting private company defaults based on Moody’s Analytics Credit Research Database, to proactively detect credit deterioration. Additionally, we monitor market rents relative to in-place rents and the amount of tenant capital expenditures in order to refine our tenant retention and alternative use assumptions. Our management team utilizes our internal credit diligence to monitor the credit profile of each of our tenants on an ongoing basis. We believe that this proactive approach enables us to identify and address issues in a timely manner and to determine whether there are properties in our portfolio that are appropriate for disposition.
In addition, as part of our active portfolio management, we may selectively dispose of assets that we conclude do not offer a return commensurate with the investment risk, contribute to unwanted geographic, industry or tenant concentrations, or may be sold at a price we determine is attractive. We believe that our underwriting processes and active asset management enhance the stability of our rental revenue by reducing default losses and increasing the likelihood of lease renewals.
Focus on Relationship-Based Sourcing to Grow Our Portfolio by Originating Sale-Leaseback Transactions. We plan to continue our disciplined growth by originating sale-leaseback transactions and opportunistically making acquisitions of properties subject to net leases that contribute to our portfolio’s tenant, industry and geographic diversification. As of December 31, 2021, exclusive of the Initial Portfolio, 85.2% of our portfolio’s annualized base rent was attributable to internally originated sale- leaseback transactions and 86.2% was acquired from parties who had previously engaged in transactions that involved a member of our senior management team (including operators and tenants and other participants in the net lease industry, such as brokers, intermediaries and financing sources). In addition, we seek to leverage our relationships with our tenants to facilitate investment opportunities, including selectively agreeing to reimburse certain of our tenants for development costs at our properties in exchange for contractually specified rent that generally increases proportionally with our funding. As of December 31, 2021, exclusive of the Initial Portfolio, approximately 41.5% of our investments were sourced from operators and tenants who had previously consummated a transaction involving a member of our management team. We believe our senior management team’s reputation, in-depth market knowledge and extensive network of longstanding relationships in the net lease industry provide us access to an ongoing pipeline of attractive investment opportunities.
Focus on Middle-Market Companies in Service-Oriented or Experience-Based Businesses. We primarily focus on investing in properties that we lease on a long-term, triple-net basis to middle- market companies that we determine have attractive credit characteristics and stable operating histories. Properties leased to middle-market companies may offer us the opportunity to achieve superior risk-adjusted returns as a result of our extensive and disciplined credit and real estate analysis, lease structuring and portfolio composition. We believe our capital solutions are attractive to middle- market companies, as such companies often have limited financing options as compared to larger, credit rated organizations. We also believe that, in many cases, smaller transactions with middle- market companies will allow us to maintain and grow our portfolio’s diversification. Middle-market companies are often willing to enter into leases with structures and terms that we consider attractive (such as master leases and leases that require ongoing tenant financial reporting) and believe contribute to the stability of our rental revenue.
In addition, we emphasize investments in properties leased to tenants engaged in service-oriented or experience-based businesses, such as car washes, restaurants (primarily quick service restaurants), early childhood education, medical and dental services, convenience stores, automotive services, equipment rental, entertainment and health and fitness, as we believe these businesses are generally more insulated from e-commerce pressure than many others.
Internal Growth Through Long-Term Triple-Net Leases That Provide for Periodic Rent Escalations. We seek to enter into long-term (typically with initial terms of 15 years or more and tenant renewal options), triple-
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net leases that provide for periodic contractual rent escalations. As of December 31, 2021, our leases had a weighted average remaining lease term of 14.0 years (based on annualized base rent), with only 5.4% of our annualized base rent attributable to leases expiring prior to January 1, 2027, and 98.6% of our leases (based on annualized base rent) provided for increases in future base rent at a weighted average of 1.6% per year.
Actively Manage Our Balance Sheet to Maximize Capital Efficiency. We seek to maintain a prudent balance between debt and equity financing and to maintain funding sources that lock in long-term investment spreads and limit interest rate sensitivity. We target a level of net debt that, over time, is generally less than six times our annualized adjusted EBITDAre (as defined in "Non-GAAP Financial Measures" below). We have access to multiple sources of debt capital, including the investment grade-rated, asset-backed bond market, through our Master Trust Funding Program, the investment grade-rated unsecured bond market and bank debt, through our revolving credit facility and our unsecured term loan facilities.
Historical Investment and Disposition Activity
The following table sets forth select information about our quarterly investment activity for the quarters ended March 31, 2020 through December 31, 2021 (dollars in thousands):
Three Months Ended
March 31, 2021June 30, 2021September 30, 2021December 31, 2021
Investment volume$197,816 $223,186 $230,755 $322,203 
Number of transactions 22343155
Property count 74948596
Avg. investment per unit$2,650 $2,354 $2,676 $3,230 
Cash cap rates 1
7.0%
7.1%
7.0%
6.9%
GAAP cap rates 2
7.9%
7.8%
7.9%
7.8%
Master lease percentage 3,4
79%
83%
80%
59%
Sale-leaseback percentage 3,5
85%
88%
84%
96%
Percentage of financial reporting 3
100%
100%
100%
98%
Rent coverage ratio3.0x2.7x2.8x3.0x
Lease term (in years)16.113.516.416.3
Three Months Ended
March 31, 2020June 30, 2020September 30, 2020December 31, 2020
Investment volume$167,490 $42,369 $148,877 $244,078 
Number of transactions 32111933
Property count 631350108
Avg. investment per unit$2,551 $2,870 $2,866 $2,218 
Cash cap rates 1
7.1%
7.4%
7.1%
7.1%
GAAP cap rates 2
8.0%
8.1%
7.9%
7.7%
Master lease percentage 3,4
54%
68%
79%
89%
Sale-leaseback percentage 3,5
88%
100%
92%
88%
Percentage of financial reporting 3
100%
100%
100%
100%
Rent coverage ratio
2.7x
4.3x2.8x3.6x
Lease term (in years)
16.1
16.717.616.3
_____________________________________
(1)    Cash annualized base rent for the first full month after the investment divided by the gross investment in the property plus transaction costs.
(2)    GAAP rent and interest income for the first twelve months after the investment divided by the gross investment in the property plus transaction costs.
(3)    As a percentage of annualized base rent.
(4)    Includes investments in mortgage loans receivable collateralized by more than one property.
(5)    Includes investments in mortgage loans receivable made in support of sale-leaseback transactions.
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The following table sets forth select information about our quarterly disposition activity for the quarters ended December 31, 2021 through March 31, 2020 (dollars in thousands):
Three Months Ended
March 31, 2021June 30, 2021September 30, 2021December 31, 2021
Disposition volume1
$25,197 $19,578 $10,089 $4,466 
Cash cap rate on leased assets 2
7.1%
7.1 %6.5 %6.0 %
Leased properties sold 3
15 11 
Vacant properties sold 3
— — 
Three Months Ended
March 31, 2020June 30, 2020September 30, 2020December 31, 2020
Disposition volume1
$19,571 $3,420 $19,595 $39,042 
Cash cap rate on leased assets 2
7.1%
6.8 %7.0 %7.4 %
Leased properties sold 3
10 11 21 
Vacant properties sold 3
— — 
_____________________________________
(1)     Net of transaction costs.
(2)     Annualized base rent at time of sale divided by the gross sale price (excluding transaction costs) for the property.
(3)     Property count excludes dispositions of undeveloped land parcels or dispositions where only a portion of the owned parcel was sold.
COVID-19 Pandemic Discussion
On March 11, 2020, the World Health Organization declared the outbreak of the novel coronavirus (“COVID-19”) a pandemic. For much of 2020, the global spread of COVID-19 created significant uncertainty and economic disruption, which has appears to have subsided over the course of 2021, primarily due to the widespread availability of multiple vaccines. However, the continuing impact of the COVID-19 pandemic and its duration are unclear, and variants of the virus, such as Delta and Omicron, and vaccine hesitancy in certain areas could erode the progress that has been made against the virus, or exacerbate or prolong the impact of the pandemic. Conditions similar to those experienced in 2020, at the height of the pandemic, could return should the vaccinations prove ineffective against future variants of the virus. Should the impact of a variant of the virus cause conditions to occur that are similar to those experienced in 2020, uncertainty, disruption and instability in the macro-economic environment could occur and government restrictions could force our tenants' businesses to shut-down or limit their operations, which would adversely impact our operations, our financial condition, our liquidity and our prospects. Further, the extent and duration of any such conditions cannot be predicted with any reasonable certainty.
We continue to monitor the ongoing developments surrounding COVID-19 on all aspects of our business, including our portfolio and the creditworthiness of our tenants. In 2020, we entered into deferral agreements with certain of our tenants and recognized contractual base rent related to these agreements as a component of rental revenue in our consolidated statements of operations for 2020. These rent deferrals were negotiated on a tenant-by-tenant basis, and, in general, allowed a tenant to defer all or a portion of their rent for a portion of 2020, with all of the deferred rent to be paid to us pursuant to a schedule that generally extends up to 24 months from the original due date of the deferred rent. While our tenants' businesses and operations have largely returned to pre-pandemic levels, any new developments that cause a deterioration, or further deterioration, in our tenants’ ability to operate their businesses, or delays in the supply of products or services to our tenants from vendors required to operate their businesses, could cause our tenants to be unable or unwilling to meet their contractual obligations to us, including the payment of rent (including deferred rent), or to request further rent deferrals or other concessions. The likelihood of this would increase if variants of COVID-19, such as Delta and Omicron, intensify or persist for a prolonged period. Additionally, whether the pandemic has caused a material secular change in consumer behavior is not yet determinable or evident as it pertains to the patronage of service-based and/or experience-based businesses, but should changes occur that are material, many of our tenants would be adversely affected and their ability to meet their obligations to us could be further impaired. During the deferral period, the deferral agreements reduced our cash flow from operations, reduced our cash available for distribution and adversely affected our ability to make cash distributions to common stockholders. If tenants are unable to repay their deferred rent, we will not receive cash in the future in accordance with our expectations.
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Liquidity and Capital Resources
As of December 31, 2021, we had $3.2 billion of net investments in our investment portfolio, consisting of investments in 1,451 properties (inclusive of 126 properties which secure our investments in mortgage loans receivable), with annualized base rent of $242.9 million. Substantially all of our cash from operations is generated by our investment portfolio.
The liquidity requirements for operating our Company consist primarily of funding our investment activities, servicing our outstanding indebtedness and paying our general and administrative expenses. The occupancy level of our portfolio is high (99.9% as of December 31, 2021) and, because substantially all of our leases are triple-net (with our tenants generally responsible for the maintenance, insurance and property taxes associated with the leased properties), our liquidity requirements are not significantly impacted by property costs. When a property becomes vacant because the tenant has vacated the property due to default or at the expiration of the lease term without a renewal or new lease being executed, we incur the property costs not paid by the tenant, as well as those property costs accruing during the time it takes to locate a new tenant or to sell the property. As of December 31, 2021, only one of our properties was vacant, significantly less than 1% of our portfolio, and all remaining properties were subject to a lease. We expect to incur some property costs from time to time in periods during which properties that become vacant are being marketed for lease or sale. In addition, we may recognize an expense for certain property costs, such as real estate taxes billed in arrears, if we believe the tenant is likely to vacate the property before making payment on those obligations. The amount of such property costs can vary quarter-to-quarter based on the timing of property vacancies and the level of underperforming properties; however, we do not expect that such costs will be significant to our operations.
We intend to continue to grow through additional investments in stand-alone single tenant properties. To accomplish this objective, we seek to invest in real estate with a combination of debt and equity capital and with cash from operations that we do not distribute to our stockholders. When we sell properties, we generally reinvest the cash proceeds from our sales in new property acquisitions. Our short-term liquidity requirements also include the funding needs associated with 40 properties where we have agreed to provide construction financing or reimburse the tenant for certain development, construction and renovation costs in exchange for contractual payments of interest or increased rent that generally increases in proportion with our level of funding. As of December 31, 2021, we agreed to provide construction financing or reimburse the tenant for certain development, construction and renovation costs in an aggregate amount of $116.9 million, and, as of such date, we funded $52.4 million of this commitment. We expect to fund the remainder of this commitment by December 31, 2022.
Additionally, as of February 11, 2022, we were under contract to acquire 8 properties with an aggregate purchase price of $15.0 million, subject to completion of our due diligence procedures and satisfaction of customary closing conditions. We expect to meet our short-term liquidity requirements, including our investment in potential future single tenant properties, primarily with our cash and cash equivalents, net cash from operating activities and borrowings under the Revolving Credit Facility, and potentially through proceeds generated from our 2021 ATM Program, which has $161.5 million remaining under the program.
Our long-term liquidity requirements consist primarily of funds necessary to acquire additional properties and repay indebtedness. We expect to meet our long-term liquidity requirements through various sources of capital, including net cash from operating activities, borrowings under our Revolving Credit Facility, future debt financings, sales of common stock under our ATM Program, and proceeds from the sale of selected properties in our portfolio. However, at any point in time, there may be a number of factors that could have a material and adverse effect on our ability to access these capital sources, including unfavorable conditions in the overall equity and credit markets, our level of leverage, the portion of our portfolio that is unencumbered, borrowing restrictions imposed by our existing debt agreements, general market conditions for real estate and potentially REITs specifically, our operating performance, our liquidity and general market perceptions about us. The success of our business strategy will depend, to a significant degree, on our ability to access these various capital sources to fund our future investments in single tenant properties and thereby grow our cash flows.
An additional liquidity need is funding the required level of distributions, generally 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding any net capital gain), that are among the requirements for us to continue to qualify for taxation as a REIT. During the year ended December 31, 2021, our board of directors declared total cash distributions of $1.00 per share of common stock. Holders of OP Units are entitled to distributions per unit equivalent to those paid by us per share of common stock. During the year ended December 31, 2021, we paid $112.3 million of distributions to common stockholders and OP Unit holders,
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and as of December 31, 2021, we recorded $32.6 million of distributions payable to common stockholders and OP Unit holders. To continue to qualify for taxation as a REIT, we must make distributions to our stockholders aggregating annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. As a result of this requirement, we cannot rely on retained earnings to fund our business needs to the same extent as other entities that are not REITs. If we do not have sufficient funds available to us from our operations to fund our business needs, we will need to find alternative ways to fund those needs. Such alternatives may include, among other things, selling properties (whether or not the sales price is optimal or otherwise meets our strategic long-term objectives), incurring additional indebtedness or issuing equity securities in public or private transactions. The availability and attractiveness of the terms of these potential sources of financing cannot be assured.
Generally, our short-term debt capital needs are provided through our use of our Revolving Credit Facility. We manage our long-term leverage position through the issuance of long-term fixed-rate debt on a secured or unsecured basis. Generally, we will seek to issue long-term debt on an unsecured basis as we believe this facilitates greater flexibility in our management of our existing portfolio and our ability to retain optionality in our overall financing and growth strategy. By seeking to match the expected cash inflows from our long-term leases with the expected cash outflows for our long-term debt, we seek to "lock in," for as long as is economically feasible, the expected positive spread between our scheduled cash inflows on our leases and the cash outflows on our debt obligations. In this way, we seek to reduce the risk that increases in interest rates would adversely impact our cash flows and results of operations. Our ability to execute leases that contain annual rent escalations also contributes to our ability to manage the risk of a rising interest rate environment. We use various financial instruments designed to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies such as interest rate swaps and caps, depending on our analysis of the interest rate environment and the costs and risks of such strategies. Although we are not required to maintain a particular leverage ratio and may not be able to do so, we generally consider that, over time, a level of net debt (which includes recourse and non-recourse borrowings and any outstanding preferred stock less cash and cash equivalents and restricted cash available for future investment) that is less than six times our annualized adjusted EBITDAre is prudent for a real estate company like ours.
As of December 31, 2021, all of our long-term debt was fixed-rate debt or was effectively converted to a fixed-rate for the term of the debt though hedging strategies and our weighted average debt maturity was 5.6 years. In February 2022, we amended our revolving credit facility to, among other things, extend its term. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsDescription of Certain Debt." As we continue to invest in real estate properties and grow our real estate portfolio, we intend to manage our long-term debt maturities to reduce the risk that a significant amount of our debt will mature in any single year in the future.  
Future sources of debt capital may include issuances of notes in the public market, term borrowings from insurance companies, banks and other sources, mortgage financing of a single-asset or portfolio of assets and CMBS borrowings. These sources of debt capital may offer us the opportunity to lower our cost of funding and further diversify our sources of debt capital. Over time, we may choose to issue preferred equity as a part of our overall strategy for funding our investment objectives and growth goals. As our outstanding debt matures, we may refinance it as it comes due or choose to repay it using cash and cash equivalents or borrowings under our Revolving Credit Facility. We believe that the cash generated by our operations, together with our cash and cash equivalents at December 31, 2021, our borrowing availability under the Revolving Credit Facility and our potential access to additional sources of capital, will be sufficient to fund our operations for the foreseeable future and allow us to acquire the real estate for which we currently have made commitments.
Supplemental Guarantor Information
In March 2020, the SEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered securities. The rule became effective January 4, 2021. The Company and the Operating Partnership have filed a registration statement on Form S-3 with the SEC registering, among other securities, debt securities of the Operating Partnership, which, unless otherwise specified, will be fully and unconditionally guaranteed by the Company. At December 31, 2021, the Operating Partnership had issued and outstanding $400.0 million of 2031 Notes. The obligations of the Operating Partnership under the 2031 Notes are guaranteed on a senior basis by the Company. The guarantee is full and unconditional, and the Operating Partnership is a consolidated subsidiary of the Company.
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As a result of the amendments to Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee is “full and unconditional” and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of the Operating Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for the Operating Partnership as the assets, liabilities and results of operations of the Company and the Operating Partnership are not materially different than the corresponding amounts presented in the consolidated financial statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors.
Description of Certain Debt
The following table summarizes our outstanding indebtedness as of December 31, 2021 and 2020:
Principal Outstanding
Weighted Average Interest Rate (1)
(in thousands)Maturity DateDecember 31, 2021December 31, 2020December 31, 2021December 31, 2020
Unsecured term loans:
April 2019 Term Loan April 2024$200,000 $200,000 3.3%3.3%
November 2019 Term Loan November 2026430,000 430,000 3.0%3.0%
Senior unsecured notesJuly 2031400,000 — 3.1%—%
Revolving Credit Facility
April 2023 (2)
144,000 18,000 1.3%1.4%
Secured borrowings:
Series 2017-1 Notes — 173,193 —%4.2%
Total principal outstanding $1,174,000 $821,193 2.9%3.3%
 _______________________________________________________________
(1)Interest rates are presented after giving effect to our interest rate swap and lock agreements, where applicable.
(2)As described below, in February 2022 we extended the maturity date of the Revolving Credit Facility to Februrary 2026.

Unsecured Revolving Credit Facility and April 2019 Term Loan
Through our Operating Partnership, we are party to an Amended and Restated Credit Agreement with a group of lenders, which was amended on February 10, 2022 (the "Credit Agreement"), and which, as amended, provides for revolving loans of up to $600.0 million (the "Revolving Credit Facility") and up to an additional $200.0 million in term loans (the "April 2019 Term Loan").
The Revolving Credit Facility is scheduled to mature on February 10, 2026, with two extension options of six-month periods each, exercisable by the Operating Partnership subject to the satisfaction of certain conditions. The April 2019 Term Loan matures on April 12, 2024. The loans under each of the Revolving Credit Facility and the April 2019 Term Loan initially bear interest at an annual rate of applicable Adjusted Term SOFR (as defined in the Credit Agreement) plus an applicable margin (which applicable margin varies between the Revolving Credit Facility and the April 2019 Term Loan). The Adjusted Term SOFR is a rate with a term equivalent to the interest period applicable to the relevant borrowing. In addition, the Operating Partnership is required to pay a revolving facility fee throughout the term of the Revolving Credit Facility. The applicable margin and the revolving facility fee rate are initially a spread and rate, as applicable, set according to a leverage-based pricing grid. At the Operating Partnership's election, on and after receipt of an investment grade corporate credit rating from S&P, Moody's or Fitch, the applicable margin and the revolving facility fee rate will be a spread and rate, as applicable, set according to the credit ratings provided by S&P, Moody's and/or Fitch. Each of the Revolving Credit Facility and the April 2019 Term Loan is freely pre-payable at any time. Outstanding credit extensions under the Revolving Credit Facility are mandatorily payable if the amount of such credit extensions the revolving facility limit. The Operating Partnership may re-borrow amounts paid down on the Revolving Credit Facility prior to its maturity. Loans repaid under the April 2019 Term Loan cannot be reborrowed. The Credit Agreement has an accordion feature to increase, subject to certain conditions, the maximum availability of credit (either through increased revolving commitments or additional term loans) by up to $600.0 million.
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The Operating Partnership is the borrower under the Amended Credit Agreement, and we and each of the subsidiaries of the Operating Partnership that owns a direct or indirect interest in an eligible real property asset are guarantors under the Credit Agreement. Under the terms of the Credit Agreement, we are subject to various restrictive financial and nonfinancial covenants which, among other things, require us to maintain certain secured and unsecured leverage ratios and fixed charge and debt service coverage ratios.
The Credit Agreement restricts our ability to pay distributions to our stockholders under certain circumstances. However, we may make distributions to the extent necessary to maintain our qualification as a REIT under the Code. The Credit Agreement contains customary affirmative and negative covenants that, among other things and subject to exceptions, limit or restrict our ability to incur indebtedness and liens, consummate mergers or other fundamental changes, dispose of assets, make certain restricted payments, make certain investments, modify our organizational documents, transact with affiliates, change our fiscal periods, provide negative pledge clauses, make subsidiary distributions, enter into certain new lines of business or engage in certain activities, and fail to meet the requirements for taxation as a REIT.
November 2019 Term Loan
On November 26, 2019, we, through our Operating Partnership, entered into a $430.0 million term loan credit facility (the "November 2019 Term Loan") with a group of lenders. The November 2019 Term Loan provides for term loans to be drawn up to an aggregate amount of $430.0 million with a maturity of November 26, 2026. The loans under the November 2019 Term Loan are available to be drawn in up to three draws during the six-month period beginning on November 26, 2019. In December 2019, we made an initial borrowing of $250.0 million available under the November 2019 Term Loan and in March 2020 we borrowed the remaining $180.0 million available under the November 2019 Term Loan.
Borrowings under the November 2019 Term Loan bear interest at an annual rate of applicable LIBOR plus the applicable margin. The applicable LIBOR will be the rate with a term equivalent to the interest period applicable to the relevant borrowing. The applicable margin will initially be a spread set according to a leverage-based pricing grid. At the Operating Partnership's irrevocable election, on and after receipt of an investment grade corporate credit rating from S&P or Moody's, the applicable margin will be a spread set according to our corporate credit ratings provided by S&P and/or Moody's. The November 2019 Term Loan is pre-payable at any time by the Operating Partnership, provided, that if the loans under the November 2019 Term Loan are repaid on or before November 26, 2021, they are subject to a one percent prepayment premium. After November 26, 2021 the loans may be repaid without penalty. The November 2019 Term Loan has an accordion feature to increase, subject to certain conditions, the maximum availability of the facility up to an aggregate of $500 million.
The Operating Partnership is the borrower under the November 2019 Term Loan, and our Company and each of its subsidiaries that owns a direct or indirect interest in an eligible real property asset are guarantors under the facility. Under the terms of the November 2019 Term Loan, we are subject to various restrictive financial and nonfinancial covenants which, among other things, require us to maintain certain leverage ratios, cash flow and debt service coverage ratios, secured borrowing ratios and a minimum level of tangible net worth.
The November 2019 Term Loan restricts our ability to pay distributions to our stockholders under certain circumstances. However, we may make distributions to the extent necessary to maintain our qualification as a REIT under the Code. The November 2019 Term Loan contains certain additional covenants that, subject to exceptions, limit or restrict our incurrence of indebtedness and liens, disposition of assets, transactions with affiliates, mergers and fundamental changes, modification of organizational documents, changes to fiscal periods, making of investments, negative pledge clauses and lines of business and REIT qualification.
Senior Unsecured Notes
On June 22, 2021, the Operating Partnership issued $400.0 million aggregate principal amount of 2031 Notes, resulting in net proceeds of $396.6 million. The 2031 Notes were issued by the Operating Partnership and the obligations of the Operating Partnership under the 2031 Notes are fully and unconditionally guaranteed on a senior basis by the Company. In June 2021, the Company entered into a treasury-lock agreement which was designated as a cash flow hedge associated with the expected public offering of such notes. In June 2021, the agreement was settled in accordance with its terms.
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The indenture and supplemental indenture creating the 2031 Notes contain various restrictive covenants, including limitations on our ability to incur additional secured and unsecured indebtedness. As of December 31, 2021, we were in compliance with these covenants.
Cash Flows
Comparison of the years ended December 31, 2021 and 2020
As of December 31, 2021, we had $59.8 million of cash and cash equivalents and no restricted cash as compared to $26.6 million and $6.4 million, respectively, as of December 31, 2020.
Cash Flows for the year ended December 31, 2021
During the year ended December 31, 2021, net cash provided by operating activities was $167.4 million as compared $99.4 million during the same period in 2020, an increase of $68.0 million. Our cash flows from operating activities primarily depend on the occupancy of our portfolio, the rental rates specified in our leases and the collectability of such rent, our property operating expenses and other general and administrative costs. Cash inflows during 2021 related to net income adjusted for non-cash items of $155.6 million (net income of $96.2 million adjusted for non-cash items, including the addition of depreciation and amortization of tangible, intangible and right-of-use real estate assets, amortization of deferred financing costs and other non-cash interest expense, loss on repayment and repurchase of secured borrowings and provision for impairment of real estate, offset by the subtraction of the change in our provision for loan losses, gain on dispositions of real estate, net, straight-line rent receivable, equity-based compensation expense and adjustment to rental revenue for tenant credit, which in aggregate net to an addition of $59.4 million), a decrease in rent receivables, prepaid expenses and other assets of $2.2 million and an increase in accrued liabilities and other payables of $14.4 million. These net cash inflows were partially offset by by payments made in settlement of cash flow hedges of $4.8 million. The increase in net cash provided by operating activities was primarily driven by the increased size of our investment portfolio during 2021.
Net cash used in investing activities during the year ended December 31, 2021 was $829.7 million as compared to $545.5 million in the same period in 2020, an increase of $284.2 million. Our net cash used in investing activities is generally used to fund our investments in real estate, including capital expenditures, the development of our construction in progress and investments in loans receivable, offset by cash provided from the disposition of real estate and principal collections on our loans and direct financing lease receivables. The cash used in investing activities during 2021 primarily included $840.0 million to fund investments in real estate, including capital expenditures, $136.4 million of investments in loans receivable, $9.3 million to fund construction in progress and $2.2 million paid to tenants as lease incentives. These cash outflows were partially offset by $100.5 million of principal collections on our loans and direct financing lease receivables and $58.4 million of proceeds from sales of investments, net of disposition costs. The increase in net cash used in investing activities was primarily due to our increased level of investments in real estate and loans receivables during 2021.
Net cash provided by financing activities was $689.1 million during the year ended December 31, 2021 as compared to $457.8 million in the same period in 2020, an increase of $231.3 million. Our net cash provided by financing activities in 2021 related to cash inflows of $458.3 million from the issuance of common stock in follow-on equity offerings and through our ATM Program, $396.6 million in net proceeds from the issuance of the 2031 Notes and $393.0 million of borrowings under the Revolving Credit Facility. These cash inflows were partially offset by $267.0 million of repayments on the Revolving Credit Facility, $175.8 million of repayments of secured borrowing principal, the payment of $112.3 million in dividends, $1.2 million of offering costs paid related to our follow-on offerings and the ATM Program, the payment of deferred financing costs of $2.1 million and $0.4 million of payments for taxes related to the net settlement of equity awards..
Cash Flows for the year ended December 31, 2020
During the year ended December 31, 2020, net cash provided by operating activities was $99.4 million as compared $88.6 million during the same period in 2019, an increase of approximately $10.8 million. Our cash flows from operating activities primarily depend on the occupancy of our portfolio, the rental rates specified in our leases, and the collectability of such rent and our operating expenses and other general and administrative costs. Cash inflows during 2020 related to net income adjusted for non-cash items of $107.2 million (net income of $42.5 million adjusted for non-cash items, including adding back depreciation and amortization of tangible, intangible and right-of-use real estate assets, amortization of deferred financing costs and other assets, loss on repayment of secured
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borrowings, provision for impairment of real estate, and subtracting gains on dispositions of real estate, net, straight-line rent receivable, equity-based compensation expense and adjustment to rental revenue for tenant credit, which in aggregate net to an addition of $64.7 million) and an increase in accrued liabilities and other payables of $4.2 million. These net cash inflows were offset by an outflow related to the increase in rent receivables, prepaid expenses and other assets of $12.1 million. The increase in net cash provided by operating activities was primarily by the increased size of our investment portfolio.
Net cash used in investing activities during the year ended December 31, 2020 was $545.5 million as compared to $607.8 million in the same period in 2019, a decrease of approximately $62.3 million. Our net cash used in investing activities is generally used to fund our investments in real estate, including capital expenditures, the development of our construction in progress and investments in loans receivable, offset by cash provided from the disposition of real estate and principal collections on our loans and direct financing lease receivables. The cash used in investing activities during 2020 included $541.3 million to fund investments in real estate, including capital expenditures, $14.4 million to fund construction in progress, $60.5 million of investments in loans receivable and $12.9 million paid to tenants as lease incentives. These cash outflows were partially offset by $82.9 million of proceeds from sales of investments, net of disposition costs and $0.3 million of principal collections on our loans and direct financing lease receivables. The increase in net cash used in investing was primarily due to our increased level of investments in real estate and loans receivables offset by increased asset sales.
Net cash provided by financing activities was $457.8 million during the year ended December 31, 2020 as compared to $524.4 million in the same period in 2019, a decrease of approximately $66.6 million. Our net cash provided by financing activities in 2020 related to cash inflows of $461.0 million from the issuance of common stock in follow-on equity offerings and through our ATM Program, $87.0 million of borrowings under the Revolving Credit Facility and $180.0 million of borrowings under the November 2019 Term Loan. These cash inflows were partially offset by a $65.9 million outflow related to principal payments on our Master Trust Funding notes, $115.0 million of repayments on the Revolving Credit Facility, the payment of $86.5 million in dividends, $2.8 million of offering costs paid related to our follow-on offerings and the ATM Program and the payment of deferred financing costs of approximately $25,000. The decrease in net cash provided by financing activities was due to our net borrowings being reduced during the year by nearly $100 million and increased dividends of approximately $22.6 million, offset by our increase proceeds from the issuance of stock of approximately $50 million.
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements as of December 31, 2021.
Contractual Obligations
The following table provides information with respect to our commitments as of December 31, 2021: 
 Payment due by period
(in thousands)Total20222023-20242025-2026Thereafter
Unsecured Term Loans$630,000 $— $200,000 $430,000 $— 
Senior unsecured notes400,000 — — — 400,000 
Revolving Credit Facility144,000 — 144,000 — — 
Tenant Construction Financing and Reimbursement Obligations (1)
64,496 64,496 — — — 
Operating Lease Obligations (2)
19,072 1,484 2,132 1,250 14,206 
Total$1,257,568 $65,980 $346,132 $431,250 $414,206 
_____________________________________ 
(1)Includes obligations to reimburse certain of our tenants for construction costs that they incur in connection with construction at our properties in exchange for contractually-specified rent that generally increases proportionally with our funding.
(2)Includes of $16.7 million rental payments due under ground lease arrangements where our tenants are directly responsible for payment.
Additionally, we may enter into commitments to purchase goods and services in connection with the operation of our business. These commitments generally have terms of one-year or less and reflect expenditure levels comparable to our historical expenditures, as adjusted for our growth.
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We have made an election to be taxed as a REIT for federal income tax purposes beginning with our taxable year ended December 31, 2018; accordingly, we generally will not be subject to federal income tax for the year ended December 31, 2021, if we distribute all of our REIT taxable income, determined without regard to the dividends paid deduction, to our stockholders.
Critical Accounting Estimates
Our accounting policies are determined in accordance with GAAP. The preparation of our financial statements requires us to make estimates and assumptions that are subjective in nature and, as a result, our actual results could differ materially from our estimates. Estimates and assumptions include, among other things, subjective judgments regarding the fair values and useful lives of our properties for depreciation and lease classification purposes, the collectability of receivables and asset impairment analysis. Set forth below are the more critical accounting policies that require management judgment and estimates in the preparation of our consolidated financial statements.
Real Estate Investments
Investments in real estate are carried at cost less accumulated depreciation and impairment losses, if any. The cost of investments in real estate reflects their purchase price or development cost and, in the case of asset acquisitions, transaction costs related to the acquisition.
We allocate the purchase price (plus transaction costs) of acquired properties accounted for as asset acquisitions to tangible and identifiable intangible assets or liabilities based on their relative fair values. Tangible assets may include land, site improvements and buildings. Intangible assets may include the value of in-place leases and above- and below-market leases and other identifiable intangible assets or liabilities based on lease or property specific characteristics.
The fair value of the tangible assets of an acquired property with an in-place operating lease is determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to the tangible assets based on the fair value of the tangible assets. The fair value of in-place leases is determined by considering estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases based on the specific characteristics of each tenant's lease. We estimate the cost to execute leases with terms similar to the remaining lease terms of the in-place leases, including leasing commissions, legal and other related expenses. Factors we consider in this analysis include an estimate of the carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses, and estimates of lost rentals at market rates during the expected lease-up periods, which primarily range from six to 12 months. The fair value of above- or below-market leases is recorded based on the net present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between the contractual amount to be paid pursuant to the in-place lease and our estimate of the fair market lease rate for the corresponding in-place lease, measured over the remaining non-cancelable term of the lease including any below-market fixed rate renewal options for below-market leases.
In making estimates of fair values for purposes of allocating purchase price, we use a number of sources, including real estate valuations prepared by independent valuation firms. We also consider information and other factors including market conditions, the industry that the tenant operates in, characteristics of the real estate, e.g., location, size, demographics, value and comparative rental rates, tenant credit profile and the importance of the location of the real estate to the operations of the tenant's business. Additionally, we consider information obtained about each property as a result of our pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired. We use the information obtained as a result of our pre-acquisition due diligence as part of our consideration of the accounting standard governing asset retirement obligations and, when necessary, will record an asset retirement obligation as part of the purchase price allocation.
Allowance for Loan Losses
Prior to the adoption of ASC Topic 326, Financial Instruments - Credit Losses (“ASC 326”), we periodically evaluated the collectability of our loans receivable, including accrued interest, by analyzing the underlying property level economics and trends, collateral value and quality and other relevant factors in determining the adequacy of its allowance for loan losses. A loan was determined to be impaired when, in management’s judgment based on
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current information and events, it was probable that we would be unable to collect all amounts due according to the contractual terms of the loan agreement. Specific allowances for loan losses were provided for impaired loans on an individual loan basis in the amount by which the carrying value exceeded the estimated fair value of the underlying collateral less disposition costs. As of December 31, 2019, we had no allowance for loan losses recorded in our consolidated financial statements.
On January 1, 2020, we adopted ASC 326 on a prospective basis. ASC 326 changed how we account for credit losses for all of our loans receivable and direct financing lease receivables. ASC 326 replaces the current “incurred loss” model with an “expected loss” model that requires consideration of a broader range of information than used under the incurred losses model. Upon adoption of ASC 326, we recorded an initial allowance for loan losses of $0.2 million as of January 1, 2020, netted against loans and direct financing receivables on our consolidated balance sheet. Under ASC 326, we are required to re-evaluate the expected loss of our loans and direct financing lease receivable portfolio at each balance sheet date. As of December 31, 2021, we recorded an allowance for loan losses of $0.8 million. Changes in our allowance for loan losses are presented within provision for loan losses in our consolidated statements of operations.
In connection with our adoption of ASC 326 on January 1, 2020, we implemented a new process including the use of loan loss forecasting models. We have used the loan loss forecasting model for estimating expected lifetime credit losses, at the individual asset level, for our loans and direct financing lease receivable portfolio. The forecasting model used is the probability weighted expected cash flow method, depending on the type of loan and global assumptions.
We use a real estate loss estimate model (“RELEM”) which estimates losses on our loans and direct financing lease receivable portfolio, for purposes of calculating allowances for loan losses. The RELEM allows us to refine (on an ongoing basis) the expected loss estimate by incorporating loan specific assumptions as necessary, such as anticipated funding, interest payments, estimated extensions and estimated loan repayment/refinancing at maturity to estimate cash flows over the life of the loan. The model also incorporates assumptions related to underlying collateral values, various loss scenarios, and predicted losses to estimate expected losses. Our specific loan-level inputs include loan-to-stabilized-value “LTV” and debt service coverage ratio metrics, as well as principal balances, property type, location, coupon, origination year, term, subordination, expected repayment dates and future funding’s. We categorize the results by LTV range, which we consider the most significant indicator of credit quality for our loans and direct financing lease receivables. A lower LTV ratio typically indicates a lower credit loss risk.
Real estate lending has several risks that need to be considered. There is the potential for changes in local real estate conditions and subjectivity of real estate valuations. In addition, overall economic conditions may impact the borrowers’ financial condition. Adverse economic conditions such as high unemployment levels, interest rates, tax rates and fuel and energy costs may have an impact on the results of operations and financial conditions of borrowers.
We also evaluate each loan and direct financing lease receivable measured at amortized cost for credit deterioration at least quarterly. Credit deterioration occurs when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan or direct financing lease receivables.
Our allowance for loan losses is adjusted to reflect our estimation of the current and future economic conditions that impact the performance of the real estate assets securing our loans. These estimations include various macroeconomic factors impacting the likelihood and magnitude of potential credit losses for our loans and direct financing leases during their anticipated term.
Impairment of Long-Lived Assets
If circumstances indicate that the carrying value of a property may not be recoverable, we review the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property's use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. Impairment assessments have a direct impact on the
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consolidated statements of operations, because recording an impairment loss results in an immediate negative adjustment to the consolidated statements of operations.
Adjustment to Rental Revenue for Tenant Credit
We continually review receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Prior to January 1, 2019, if the collectability of a receivable was in doubt, the accounts receivable and straight-line rent receivable balances were reduced by an allowance for doubtful accounts on the consolidated balance sheets or a direct write-off of the receivable was recorded in the consolidated statements of operations. The provision for doubtful accounts was included in property expenses in our consolidated statements of operations. If the accounts receivable balance or straight-line rent receivable balance was subsequently deemed to be uncollectible, such receivable amounts were written-off to the allowance for doubtful accounts.
As of January 1, 2019, if the assessment of the collectability of substantially all payments due under a lease changes from probable to not probable, any difference between the rental revenue recognized to date and the lease payments that have been collected is recognized as a current period adjustment to rental revenue in the consolidated statements of operations.
Derivative Instruments
In the normal course of business, we use derivative financial instruments, which may include interest rate swaps, caps, options, floors and other interest rate derivative contracts, to protect us against adverse fluctuations in interest rates by reducing our exposure to variability in cash flows on a portion of our floating-rate debt. Instruments that meet these hedging criteria are formally designated as hedges at the inception of the derivative contract. We record all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may also enter into derivative contracts that are intended to economically hedge certain risk, even though hedge accounting does not apply or we elect not to apply hedge accounting.
The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designed and qualifies for hedge accounting treatment. If a derivative is designated and qualifies for cash flow hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) in the consolidated statements of comprehensive income to the extent that it is effective. Any ineffective portion of a change in derivative fair value is immediately recorded in earnings. If we elect not to apply hedge accounting treatment (or for derivatives that do not qualify as hedges), any change in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the consolidated statements of operations. We do not intend to use derivative instruments for trading or speculative purposes.
Equity-Based Compensation  
From time to time, we grant shares of restricted common stock and restricted share units ("RSUs") to our directors, executive officers and other employees that vest over multiple periods, subject to the recipient's continued service. Additionally, we also granted performance-based RSUs to our executive officers, the final number of which is determined based on market and subjective performance conditions and which vest over a multi-year period, subject to the recipient's continued service. We account for the restricted common stock and RSUs in accordance with ASC 718, Compensation - Stock Compensation, which requires that such compensation be recognized in the financial statements based on their estimated grant-date fair value. The value of such awards is recognized as compensation expense in general and administrative expenses in the accompanying consolidated statements of operations over the requisite service periods. We recognize compensation expense for equity-based compensation
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using the straight-line method based on the terms of the individual grant. Forfeitures of equity-based compensation awards, if any, are recognized as they occur.
Results of Operations
The following discusses our results of operations for the year ended December 31, 2021, as compared to our results of operations for the year ended December 31, 2020. A discussion of the changes in our results of operations for the year ended December 31, 2020, as compared to our results of operations for the year ended December 31, 2019 has been omitted from this Annual Report but may be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Comparison of the years ended December 31, 2020 and 2019" in our annual report for the year ended December 31, 2020.
Comparison of the years ended December 31, 2021 and 2020 
 Year ended December 31,  
(dollar amounts in thousands)20212020Change%
Revenues:  
Rental revenue$213,327 $155,792 $57,535 36.9 %
Interest income on loans and direct financing lease receivables15,710 8,136 7,574 93.1 %
Other revenue, net1,197 81 1,116 1,377.8 %
Total revenues230,234 164,009 66,225 40.4 %
Expenses:  
General and administrative24,329 24,444 (115)(0.5)%
Property expenses5,762 3,881 1,881 48.5 %
Depreciation and amortization69,146 59,446 9,700 16.3 %
Provision for impairment of real estate6,120 8,399 (2,279)(27.1)%
Change in provision for loan losses(204)830 (1,034)(124.6)%
Total expenses105,153 97,000 8,153 8.4 %
Other operating income:  
Gain on dispositions of real estate, net9,338 5,821 3,517 60.4 %
Income from operations134,419 72,830 61,589 84.6 %
Other (expense)/income: 
Loss on repayment and repurchase of secured borrowings(4,461)(924)(3,537)382.8 %
Interest expense(33,614)(29,651)(3,963)13.4 %
Interest income94 485 (391)(80.6)%
Income before income tax expense96,438 42,740 53,698 125.6 %
Income tax expense227 212 15 7.1 %
Net income96,211 42,528 53,683 126.2 %
Net income attributable to non-controlling interests(486)(255)(231)90.6 %
Net income attributable to stockholders$95,725 $42,273 $53,452 126.4 %
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Revenues:
Rental revenue. Rental revenue increased by $57.5 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020. The increase in revenues was driven primarily by the growth in the size of our real estate investment portfolio, which generated additional rental revenues. Our real estate investment portfolio grew from 1,181 properties, representing $2.4 billion in net investments in real estate, as of December 31, 2020 to 1,451 properties, representing $3.2 billion in net investments in real estate, as of December 31, 2021. Our real estate investments were acquired throughout the periods presented and were not all owned by us for the entirety of the periods; accordingly, a significant portion of the increase in rental revenue between periods is related to recognizing revenue in 2021 on acquisitions that were made during 2020 and 2021. A smaller component of the increase in revenues between periods is related to rent escalations recognized on our leases.
Interest on loans and direct financing lease receivables. Interest on loans and direct financing lease receivables increased by $7.6 million during the year ended December 31, 2021, as compared to the year ended December 31, 2020, primarily due to the growth of our mortgage loans receivable portfolio during 2020 and continuing during 2021, which led to a higher average daily balance of loans receivable outstanding during the year ended December 31, 2021.
Other revenue. Other revenue for the year ended December 31, 2021 increased by $1.1 million, as compared to the year ended December 31, 2020, primarily due to the receipt of $1.0 million in loan prepayment fees during the year ended December 31, 2021. No such loan prepayment fee revenue was recorded during the year ended December 31, 2020.
Expenses:
General and administrative. General and administrative expense decreased $0.1 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020. This decrease in general and administrative expense was primarily due to a decrease in third-party property servicing and audit expense, offset by an increase in our equity based compensation expense.  
Property expenses. Property expenses increased by $1.9 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020. The increase in property expenses was primarily due to increased reimbursable costs and property insurance expenses during the year ended December 31, 2021.
Depreciation and amortization. Depreciation and amortization expense increased by $9.7 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020. Depreciation and amortization expense increased in proportion to the general increase in the size of our real estate investment portfolio.    
Provision for impairment of real estate. Impairment charges on real estate investments were $6.1 million and $8.4 million for the years ended December 31, 2021 and 2020, respectively. During the years ended December 31, 2021 and 2020, we recorded a provision for impairment of real estate on 18 and 17 of our real estate investments, respectively, with the average size of our impairments being smaller in 2021. We strategically seek to identify non-performing properties that we may re-lease or dispose of in an effort to improve our returns and manage risk exposure. An increase in vacancy associated with our disposition or re-leasing strategies may trigger impairment charges when the expected future cash flows from the properties from sale or re-lease are less than their net book value.
Change in provision for loan losses. During the year ended December 31, 2021, our provision for loan losses decreased by $0.2 million, as compared to an increase of $0.8 million during the year ended December 31, 2020. Under ASC 326, we are required to re-evaluate the expected loss on our portfolio of loans and direct financing lease receivables at each balance sheet date. Changes in our provision for loan losses are driven by revisions to global and loan-specific assumptions in our loan loss model and by changes in the size of our loan and direct financing lease portfolio.
Other operating income:
Gain on dispositions of real estate, net. Gain on dispositions of real estate, net, increased by $3.5 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020. We disposed of 38 real
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estate properties during the year ended December 31, 2021, compared to 49 real estate properties during the year ended December 31, 2020. Overall, our 2021 dispositions had a higher sales price in relation to their basis as compared to our 2020 dispositions, specifically driven by our sale of six vacant properties during 2020 compared to the sale of only two vacant properties during 2021.
Other (expense)/income:
Loss on repayment and repurchase of secured borrowings. Loss on repayment and repurchase of secured borrowings of $4.5 million during the year ended December 31, 2021 relates to the payment of a make-whole premium and the write-off of deferred financing costs upon our repayment of the remaining $171.2 million of principal on our Series 2017-1 Notes in June 2021. During the year ended December 31, 2020, we recorded a loss on repayment and repurchase of secured borrowings of $0.9 million related to the write-off of deferred financing costs upon our repayment, at par, of $62.3 million of principal on our Series 2017-1 Notes in February 2020.
Interest expense. Interest expense increased by $4.0 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020. This increase in interest expense was primarily due to an increase to our outstanding debt balance during the year ended December 31, 2021 compared to the year ended December 31, 2020.
Interest income. Interest income decreased by $0.4 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020. The decrease in interest income was primarily due to lower average daily cash balances in our interest-bearing bank accounts compared to the year ended December 31, 2020.
Income tax expense. Income tax expense increased by approximately $15,000 for the year ended December 31, 2021, as compared to the year ended December 31, 2020. We are organized and operate as a REIT and are generally not subject to U.S. federal taxation. However, the Operating Partnership is subject to taxation in certain state and local jurisdictions that impose income taxes on a partnership. The changes in income tax expense are primarily due to changes in the proportion of our real estate portfolio located in jurisdictions where we are subject to taxation.
Non-GAAP Financial Measures
Our reported results are presented in accordance with GAAP. We also disclose the following non-GAAP financial measures: funds from operations ("FFO"), core funds from operations ("Core FFO"), adjusted funds from operations ("AFFO"), earnings before interest, taxes, depreciation and amortization ("EBITDA"), EBITDA further adjusted to exclude gains (or losses) on sales of depreciable property and real estate impairment losses ("EBITDAre"), adjusted EBITDAre, annualized adjusted EBITDAre, net debt, net operating income ("NOI") and cash NOI ("Cash NOI"). We believe these non-GAAP financial measures are industry measures used by analysts and investors to compare the operating performance of REITs.
We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts ("NAREIT"). NAREIT defines FFO as GAAP net income or loss adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate-related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO is used by management, and may be useful to investors and analysts, to facilitate meaningful comparisons of operating performance between periods and among our peers primarily because it excludes the effect of real estate depreciation and amortization and net gains and losses on sales (which are dependent on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions).
We compute Core FFO by adjusting FFO, as defined by NAREIT, to exclude certain GAAP income and expense amounts that we believe are infrequent and unusual in nature and/or not related to our core real estate operations. Exclusion of these items from similar FFO-type metrics is common within the equity REIT industry, and management believes that presentation of Core FFO provides investors with a metric to assist in their evaluation of our operating performance across multiple periods and in comparison to the operating performance of our peers, because it removes the effect of unusual items that are not expected to impact our operating performance on an ongoing basis. Core FFO is used by management in evaluating the performance of our core business operations.
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Items included in calculating FFO that may be excluded in calculating Core FFO include certain transaction related gains, losses, income or expense or other non-core amounts as they occur.
To derive AFFO, we modify our computation of Core FFO to include other adjustments to GAAP net income related to certain items that we believe are not indicative of our operating performance, including straight-line rental revenue, non-cash interest expense, non-cash compensation expense, other amortization and non-cash charges, capitalized interest expense and transaction costs. Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance. We believe that AFFO is an additional useful supplemental measure for investors to consider when assessing our operating performance without the distortions created by non-cash items and certain other revenues and expenses.
FFO, Core FFO and AFFO do not include all items of revenue and expense included in net income, they do not represent cash generated from operating activities and they are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operations as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures. Additionally, our computation of FFO, Core FFO and AFFO may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.
The following table reconciles net income (which is the most comparable GAAP measure) to FFO, Core FFO and AFFO attributable to stockholders and non-controlling interests:
Year ended December 31,
(in thousands)202120202019
Net income$96,211 $42,528 $48,025 
Depreciation and amortization of real estate69,043 59,309 42,649 
Provision for impairment of real estate6,120 8,399 2,918 
Gain on dispositions of real estate, net (9,338)(5,821)(10,932)
FFO attributable to stockholders and non-controlling interests162,036 104,415 82,660 
Other non-recurring expenses (1)(2)(3)
4,461 2,273 7,988 
Core FFO attributable to stockholders and non-controlling interests166,497 106,688 90,648 
Adjustments:
Straight-line rental revenue, net(19,116)(11,905)(12,215)
Non-cash interest 2,554 2,040 2,738 
Non-cash compensation expense5,683 5,427 4,546 
Other amortization expense2,675 3,854 815 
Other non-cash charges(212)829 
Capitalized interest expense(81)(228)(290)
Transaction costs— 291 — 
AFFO attributable to stockholders and non-controlling interests$158,000 $106,995 $86,251 
_____________________________________
(1)Includes non-recurring expenses of $4.5 million of loss on repayment of secured borrowings during the year ended December 31, 2021.
(2)Includes non-recurring expenses of approximately $39,000 related to reimbursement of executive relocation costs, $1.1 million for severance payments and acceleration of non-cash compensation expense in connection with the termination of one of our executive officers, $0.2 million of non-recurring recruiting costs, and our $0.9 million loss on repayment of secured borrowings during the year ended December 31, 2020.
(3)Includes non-recurring expenses of $2.4 million for costs and charges incurred in connection with the Eldridge secondary offering, $5.2 million loss on repayment and repurchase of secured borrowings and $0.3 million for a provision for settlement of litigation during the year ended December 31, 2019.
We compute EBITDA as earnings before interest, income taxes and depreciation and amortization. In 2017, NAREIT issued a white paper recommending that companies that report EBITDA also report EBITDAre. We compute EBITDAre in accordance with the definition adopted by NAREIT. NAREIT defines EBITDAre as EBITDA
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(as defined above) excluding gains (or losses) from the sales of depreciable property and real estate impairment losses. We present EBITDA and EBITDAre as they are measures commonly used in our industry. We believe that these measures are useful to investors and analysts because they provide supplemental information concerning our operating performance, exclusive of certain non-cash items and other costs. We use EBITDA and EBITDAre as measures of our operating performance and not as measures of liquidity.
EBITDA and EBITDAre do not include all items of revenue and expense included in net income, they do not represent cash generated from operating activities and they are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operations as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures. Additionally, our computation of EBITDA and EBITDAre may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.
The following table reconciles net income (which is the most comparable GAAP measure) to EBITDA and EBITDAre attributable to stockholders and non-controlling interests:
Year ended December 31,
(in thousands)202120202019
Net income$96,211 $42,528 $48,025 
Depreciation and amortization69,146 59,446 42,745 
Interest expense33,614 29,651 27,037 
Interest income(94)(485)(794)
Income tax expense227 212 303 
EBITDA attributable to stockholders and non-controlling interests199,104 131,352 117,316 
Provision for impairment of real estate6,120 8,399 2,918 
Gain on dispositions of real estate, net(9,338)(5,821)(10,932)
EBITDAre attributable to stockholders and non-controlling interests
$195,886 $133,931 $109,302 
We further adjust EBITDAre for the most recently completed quarter i) based on an estimate calculated as if all re-leasing, investment and disposition activity that took place during the quarter had been made on the first day of the quarter, ii) to exclude certain GAAP income and expense amounts that we believe are infrequent and unusual in nature and iii) to eliminate the impact of lease termination fees and contingent rental revenue from certain of our tenants, which is subject to sales thresholds specified in the applicable leases ("Adjusted EBITDAre"). We then annualize quarterly Adjusted EBITDAre by multiplying it by four ("Annualized Adjusted EBITDAre"), which we believe provides a meaningful estimate of our current run rate for all of our investments as of the end of the most recently completed quarter. You should not unduly rely on this measure, as it is based on assumptions and estimates that may prove to be inaccurate. Our actual reported EBITDAre for future periods may be significantly less than our current Annualized Adjusted EBITDAre.
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The following table reconciles net income (which is the most comparable GAAP measure) to Annualized Adjusted EBITDAre attributable to stockholders and non-controlling interests for the three months ended December 31, 2021:
(in thousands)Three months ended December 31, 2021
Net income$29,790 
Depreciation and amortization18,961 
Interest expense9,170 
Interest income(20)
Income tax expense55 
EBITDA attributable to stockholders and non-controlling interests57,956 
Provision for impairment of real estate— 
Gain on dispositions of real estate, net (497)
EBITDAre attributable to stockholders and non-controlling interests
57,459 
Adjustment for current quarter re-leasing, acquisition and disposition activity (1)
2,865 
Adjustment to exclude other non-recurring activity (2)
(92)
Adjustment to exclude termination/prepayment fees and certain percentage rent (3)
(1,028)
Adjusted EBITDAre attributable to stockholders and non-controlling interests
$59,204 
Annualized Adjusted EBITDAre attributable to stockholders and non-controlling interests
$236,816 
_____________________________________
(1)Adjustment assumes all re-leasing activity, investments in and dispositions of real estate and loan repayments made during the three months ended December 31, 2021 had occurred on October 1, 2021.
(2)Adjustment is made to exclude non-core expenses added back to compute Core FFO, our provision for loan losses and the write-off of receivables.
(3)Adjustment excludes contingent rent (based on a percentage of the tenant's gross sales at the leased property) where payment is subject to exceeding a sales threshold specified in the lease and lease termination or loan prepayment fees.
We calculate our net debt as our gross debt (defined as total debt plus net deferred financing costs on our borrowings) less cash and cash equivalents and restricted cash deposits held for the benefit of lenders. We believe excluding cash and cash equivalents and restricted cash deposits held for the benefit of lenders from gross debt, all of which could be used to repay debt, provides an estimate of the net contractual amount of borrowed capital to be repaid, which we believe is a beneficial disclosure to investors and analysts.
The following table reconciles total debt (which is the most comparable GAAP measure) to net debt: 
December 31,
(in thousands)20212020
Secured borrowings, net of deferred financing costs$— $171,007 
Unsecured term loan, net of deferred financing costs626,983 626,272 
Revolving credit facility144,000 18,000 
Senior unsecured notes394,723 — 
Total debt 1,165,706 815,279 
Deferred financing costs and original issue discount, net8,294 5,914 
Gross debt 1,174,000 821,193 
Cash and cash equivalents(59,758)(26,602)
Restricted cash available for future investment— (6,388)
Net debt $1,114,242 $788,203 
 We compute NOI as total revenues less property expenses. NOI excludes all other items of expense and income included in the financial statements in calculating net income or loss in accordance with GAAP. Cash NOI further excludes non-cash items included in total revenues and property expenses, such as straight-line rental revenue and other amortization and non-cash charges. We believe NOI and Cash NOI provide useful and relevant
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information because they reflect only those revenue and expense items that are incurred at the property level and present such items on an unlevered basis.
NOI and Cash NOI are not measures of financial performance under GAAP. You should not consider our NOI and Cash NOI as alternatives to net income or cash flows from operating activities determined in accordance with GAAP. Additionally, our computation of NOI and Cash NOI may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.
The following table reconciles net income (which is the most comparable GAAP measure) to NOI and Cash NOI attributable to stockholders and non-controlling interests: 
Year ended December 31,
(in thousands)202120202019
Net income$96,211 $42,528 $48,025 
General and administrative expense24,329 24,444 21,745 
Depreciation and amortization69,146 59,446 42,745 
Provision for impairment of real estate6,120 8,399 2,918 
Change in provision for loan losses(204)830 — 
Gain on dispositions of real estate, net (9,338)(5,821)(10,932)
Loss on repayment and repurchase of secured borrowings4,461 924 5,240 
Interest expense33,614 29,651 27,037 
Interest income(94)(485)(794)
Income tax expense227 212 303 
NOI attributable to stockholders and non-controlling interests224,472 160,128 136,287 
Straight-line rental revenue, net(19,116)(11,905)(12,215)
Other amortization and non-cash charges2,675 3,854 815 
Cash NOI attributable to stockholders and non-controlling interests$208,031 $152,077 $124,887 
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Over time, we generally seek to match the expected cash inflows from our long-term leases with the expected cash outflows for our long-term debt. To achieve this objective, we borrow on a fixed-rate basis through the issuance of senior unsecured notes or incur debt that bears interest at floating rates under the Revolving Credit Facility, which we use in connection with our operations, including for funding investments, the April 2019 Term Loan and the November 2019 Term Loan.
Principal Outstanding
Weighted Average Interest Rate (1)
(in thousands)Maturity DateDecember 31, 2021December 31, 2020December 31, 2021December 31, 2020
Unsecured term loans:
April 2019 Term Loan April 2024$200,000 $200,000 3.3%3.3%
November 2019 Term Loan November 2026430,000 430,000 3.0%3.0%
Senior unsecured notesJuly 2031400,000 — 3.1%—%
Revolving Credit Facility
April 2023 (2)
144,000 18,000 1.3%1.4%
Secured borrowings:
Series 2017-1 Notes — 173,193 —%4.2%
Total principal outstanding $1,174,000 $821,193 2.9%3.3%
 _______________________________________________________________
(1)Interest rates are presented after giving effect to our interest rate swap and lock agreements, where applicable.
(2)In February 2022 we extended the maturity date of the Revolving Credit Facility to Februrary 2026. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Description of Certain Debt" for additional details.
We have fixed the interest rates on our term loan facilities' variable-rates through the use of interest rate swap agreements. At December 31, 2021, our aggregate liability in the event of the early termination of our swaps was $11.9 million.
At December 31, 2021, a 100-basis point increase of the interest rate on our unsecured term loan borrowings would increase our related interest costs by $6.3 million per year and a 100-basis point decrease of the interest rate would decrease our related interest costs by $6.3 million per year.
Additionally, our borrowings under the Revolving Credit Facility bear interest at an annual rate equal to LIBOR plus a leverage-based credit spread. Therefore, an increase or decrease in interest rates would result in an increase or decrease to our interest expense related to the Revolving Credit Facility. We monitor our market interest rate risk exposures using a sensitivity analysis. Our sensitivity analysis estimates the exposure to market risk sensitive instruments assuming a hypothetical adverse change in interest rates. Based on the results of a sensitivity analysis, which assumes a 100-basis point adverse change in interest rates, the estimated market risk exposure for our variable‑rate borrowings under the Revolving Credit Facility was $1.4 million as of December 31, 2021.
We are exposed to interest rate risk between the time we enter into a sale-leaseback transaction or acquire a leased property and the time we finance the related real estate with long-term fixed-rate debt. In addition, when our long-term debt matures, we may have to refinance the debt at a higher interest rate. Market interest rates are sensitive to many factors that are beyond our control. Our interest rate risk management objective is to limit the impact of future interest rate changes on our earnings and cash flows.
In addition to amounts that we borrow under the Revolving Credit Facility, we may incur variable-rate debt in the future that we do not choose to hedge. Additionally, decreases in interest rates may lead to increased competition for the acquisition of real estate due to a reduction in desirable alternative income-producing investments. Increased competition for the acquisition of real estate may lead to a decrease in the yields on real estate we have targeted for acquisition. In such circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of operations will be adversely affected. Significant increases in interest rates may also have an adverse impact on our earnings if we are unable to acquire real estate with rental rates high enough to offset the increase in interest rates on our borrowings.
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Fair Value of Fixed-Rate Indebtedness
The estimated fair value of our fixed-rate indebtedness under our senior unsecured notes is calculated based on quoted prices in active markets for identical assets. The following table discloses fair value information related to our fixed-rate indebtedness as of December 31, 2021:
(in thousands)
Carrying Value (1)
Estimated Fair Value
Senior unsecured notes$400,000 $400,640 
_____________________________________
(1)Excludes net deferred financing costs of $4.5 million and net discount of $0.8 million.
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Item 8. Financial Statements and Supplementary Data.
Index to Consolidated Financial Statements
Financial Statements and Supplemental Data
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77
78
79
80
81
83
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Essential Properties Realty Trust, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheet of Essential Properties Realty Trust, Inc. (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2021, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the year then ended, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 16, 2022 expressed an unqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical audit matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Evaluation of the measurement of the fair values used in the purchase price allocation of real estate acquisitions
As described further in Notes 2 and 3 to the financial statements, the acquisition of property for investment purposes is typically accounted for as an asset acquisition in which the Company allocates the purchase price of acquired properties to land, buildings and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. The Company acquired approximately $841.1 million of real estate investments during the year ended December 31, 2021. We identified the measurement of the fair values used in the purchase price allocation of real estate acquisitions as a critical audit matter.
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The principal consideration for our determination of the measurement of the fair values used in the purchase price allocation of acquired real estate acquisitions as a critical audit matter is the higher risk of estimation uncertainty in determining estimates of fair value. Specifically, fair value measurements were sensitive to establishing a range of market assumptions for land values, building replacement values, and rental rates. Establishing the market assumptions for land, building and rent included identifying the relevant properties in the established range most comparable to the acquired property. There was a high degree of subjective and complex auditor judgment in evaluating these key inputs and assumptions.
Our audit procedures related to the measurement of the fair values used in the purchase price allocation of real estate acquisitions included the following, among others:
We obtained an understanding and evaluated the design and tested the operating effectiveness of relevant controls relating to the process to allocate the purchase price of real estate acquisitions, including internal controls over the selection and review of the inputs and assumptions to estimate fair value, including those used by third party valuation professionals.
For a selection of real estate acquisitions, we involved our real estate valuation professionals with specialized skills and knowledge who assisted in evaluating the valuation techniques and assumptions to the fair value measurements used in the purchase price allocations. We read the purchase agreements and tested the completeness and accuracy of underlying data used that was contractual in nature, including rental data. The evaluation included comparison of the Company’s assumptions to independently developed ranges using market data from industry transaction databases and published industry reports. We analyzed where the Company's market rental rates fell compared to our valuation professionals' independently developed ranges to evaluate if management bias was present. Our overall assessment of these assumptions and the amounts reported and disclosed in the consolidated financial statements included consideration of whether such information was consistent with evidence obtained in other areas of the audit.
Evaluation of the provision for impairment of real estate investments
As described in Note 2 to the consolidated financial statements, the Company reviews its real estate investments for potential impairment when certain events or changes in circumstances indicate that the carrying amount may not be recoverable through operations plus estimated disposition proceeds. Those events and circumstances include, but are not limited to, significant changes in real estate market conditions, estimated residual values, and an expectation to sell assets before the end of the previously estimated life. For real estate investments that show an indication of impairment, management determines whether an impairment has occurred by comparing the estimated undiscounted future cash flows, including the residual value of the real estate, with the carrying amount of the individual asset. Forecasting the estimated future cash flows requires management to make estimates and assumptions about significant variables, such as the probabilities of outcomes and estimated holding periods, direct and terminal capitalization rates, and potential disposal proceeds to be received upon a sale. We identified the evaluation of the provision for impairment of real estate investments as a critical audit matter.
The principal consideration for our determination of the evaluation of impairment of investments in real estate was a critical audit matter was the higher risk of estimation uncertainty due to sensitivity of management judgments, not only regarding indicators of impairment, but also regarding estimates and assumptions utilized in forecasting cash flows for cost recoverability and determining fair value measurements. Specifically, forecasted cash flows for recoverability and estimates of fair value were sensitive to changes in the probability of outcomes, anticipated sale values, and capitalization rates. There was a high degree of subjective and complex auditor judgment in evaluating these key inputs and assumptions.
Our audit procedures related to the evaluation of the provision for impairment of investments in real estate included the following, among others:
We obtained an understanding and evaluated the design and tested the operating effectiveness of relevant controls over the evaluation of potential real estate investment impairments, such as internal controls over the Company’s monitoring of the real estate investment portfolio, the Company’s assessments of recoverability, and the Company’s estimates of fair value.
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We evaluated the completeness of the population of investments in real estate requiring further analysis as compared to the criteria established in management’s accounting policies over impairment.
We tested the Company’s undiscounted cash flow analyses and estimates of fair value for real estate investments with indicators of impairment, including evaluating the reasonableness of the methods and significant inputs and assumptions used.
We compared the probability of outcomes with historical performance of the impacted real estate investment and considered any relevant prospective data, including property specific industry information.
We compared anticipated sale values and capitalization rates with comparable observable market data, which involved the use of our valuation specialists.
Our assessment included sensitivity analyses over these significant inputs and assumptions, and we considered whether such assumptions were consistent with evidence obtained in other areas of the audit.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2021.
Jacksonville, Florida
February 16, 2022
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Essential Properties Realty Trust, Inc.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Essential Properties Realty Trust, Inc. (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2021, and our report dated February 16, 2022 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Jacksonville, Florida
February 16, 2022
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Essential Properties Realty Trust, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Essential Properties Realty Trust, Inc. as of December 31, 2020, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows, for each of the two years in the period ended December 31, 2020 of Essential Properties Realty Trust, Inc. (the “Company”), and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We served as the Company’s auditor from 2017 to 2021.
New York, New York
February 23, 2021
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ESSENTIAL PROPERTIES REALTY TRUST, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets
 December 31,
(In thousands, except share and per share data)20212020
ASSETS  
Investments:  
Real estate investments, at cost:  
Land and improvements$1,004,154 $741,254 
Building and improvements2,035,919 1,519,665 
Lease incentives13,950 14,297 
Construction in progress8,858 3,908 
Intangible lease assets87,959 80,271 
Total real estate investments, at cost3,150,840 2,359,395 
Less: accumulated depreciation and amortization(200,152)(136,097)
Total real estate investments, net2,950,688 2,223,298 
Loans and direct financing lease receivables, net189,287 152,220 
Real estate investments held for sale, net15,434 17,058 
Net investments3,155,409 2,392,576 
Cash and cash equivalents59,758 26,602 
Restricted cash— 6,388 
Straight-line rent receivable, net57,990 37,830 
Rent receivables, prepaid expenses and other assets, net25,638 25,406 
Total assets (1)
$3,298,795 $2,488,802 
LIABILITIES AND EQUITY
Secured borrowings, net of deferred financing costs$— $171,007 
Unsecured term loans, net of deferred financing costs626,983 626,272 
Senior unsecured notes, net394,723 — 
Revolving credit facility144,000 18,000 
Intangible lease liabilities, net12,693 10,168 
Dividend payable32,610 25,703 
Derivative liabilities11,838 38,912 
Accrued liabilities and other payables32,145 16,792 
Total liabilities (1)
1,254,992 906,854 
Commitments and contingencies (see Note 11)
— — 
Stockholders' equity:
Preferred stock, $0.01 par value; 150,000,000 authorized; none issued and outstanding as of December 31, 2021 and 2020
— — 
Common stock, $0.01 par value; 500,000,000 authorized; 124,649,053 and 106,361,524 issued and outstanding as of December 31, 2021 and 2020, respectively
1,246 1,064 
Additional paid-in capital2,151,088 1,688,540 
Distributions in excess of cumulative earnings(100,982)(77,665)
Accumulated other comprehensive loss(14,786)(37,181)
Total stockholders' equity2,036,566 1,574,758 
Non-controlling interests7,237 7,190 
Total equity2,043,803 1,581,948 
Total liabilities and equity$3,298,795 $2,488,802 
 _____________________________________
(1)The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2Summary of Significant Accounting Policies. As of December 31, 2021 and 2020, all of the assets and liabilities of the Company were held by its operating partnership, a consolidated VIE, with the exception of $32.5 million and $25.6 million, respectively, of dividends payable.
The accompanying notes are an integral part of these consolidated financial statements.
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ESSENTIAL PROPERTIES REALTY TRUST, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Operations
 
 Year ended December 31,
(In thousands, except share and per share data)202120202019
Revenues:   
Rental revenue$213,327 $155,792 $135,670 
Interest on loans and direct financing lease receivables15,710 8,136 3,024 
Other revenue, net1,197 81 663 
Total revenues230,234 164,009 139,357 
Expenses:   
General and administrative24,329 24,444 21,745 
Property expenses5,762 3,881 3,070 
Depreciation and amortization69,146 59,446 42,745 
Provision for impairment of real estate6,120 8,399 2,918 
Change in provision for loan losses(204)830 — 
Total expenses105,153 97,000 70,478 
Other operating income:   
Gain on dispositions of real estate, net9,338 5,821 10,932 
Income from operations134,419 72,830 79,811 
Other (expense)/income:   
Loss on repayment and repurchase of secured borrowings(4,461)(924)(5,240)
Interest expense(33,614)(29,651)(27,037)
Interest income94 485 794 
Income before income tax expense96,438 42,740 48,328 
Income tax expense227 212 303 
Net income96,211 42,528 48,025 
Net income attributable to non-controlling interests(486)(255)(6,181)
Net income attributable to stockholders$95,725 $42,273 $41,844 
Basic weighted average shares outstanding116,358,059 95,311,035 64,104,058 
Basic net income per share$0.82 $0.44 $0.65 
Diluted weighted average shares outstanding117,466,338 96,197,705 75,309,896 
Diluted net income per share$0.82 $0.44 $0.63 
 

 
The accompanying notes are an integral part of these consolidated financial statements.
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ESSENTIAL PROPERTIES REALTY TRUST, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Comprehensive Income
 
 Year ended December 31,
(In thousands)202120202019
Net income$96,211 $42,528 $48,025 
Other comprehensive income (loss):
Deferred loss on cash flow hedges(4,824)— — 
Unrealized income (loss) on cash flow hedges17,273 (42,121)(2,799)
Cash flow hedge losses (gains) reclassified to interest expense10,059 6,676 (106)
Total other comprehensive income (loss)22,508 (35,445)(2,905)
Comprehensive income118,719 7,083 45,120 
Net income attributable to non-controlling interests(486)(255)(6,181)
Adjustment for other comprehensive income (loss) attributable to non-controlling interests(113)213 956 
Comprehensive income attributable to stockholders$118,120 $7,041 $39,895 
 
The accompanying notes are an integral part of these consolidated financial statements.
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ESSENTIAL PROPERTIES REALTY TRUST, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Stockholders' Equity 
 Common Stock      
(In thousands, except share data)Number of
Shares
Par
Value
Additional
Paid-In
Capital
Distributions in Excess of Cumulative
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total Stockholders' EquityNon-
Controlling
Interests
Total
Equity
Balance at December 31, 201843,749,092 $431 $569,407 $(7,659)$— $562,179 $248,862 $811,041 
Common stock issuance21,462,986 215 423,472 — — 423,687 — 423,687 
Costs related to issuance of common stock— — (13,901)— — (13,901)— (13,901)
Conversion of equity in Secondary Offering18,502,705 185 237,795 — — 237,980 (237,980)— 
Other comprehensive loss— — — — (1,949)(1,949)(956)(2,905)
Share-based compensation expense46,368 4,108 — — 4,115 — 4,115 
Unit-based compensation expense— — 2,162 — — 2,162 — 2,162 
Dividends declared on common stock and OP Units— — — (61,667)— (61,667)(8,444)(70,111)
Net income— — — 41,844 — 41,844 6,181 48,025 
Balance at December 31, 201983,761,151 838 1,223,043 (27,482)(1,949)1,194,450 7,663 1,202,113 
Cumulative adjustment upon adoption of ASC 326— — — (187)— (187)(1)(188)
Common stock issuance22,554,057 225 477,574 — — 477,799 — 477,799 
Costs related to issuance of common stock— — (18,154)— — (18,154)— (18,154)
Other comprehensive loss— — — — (35,232)(35,232)(213)(35,445)
Share-based compensation expense46,316 6,077 — — 6,078 — 6,078 
Dividends declared on common stock and OP Units— — — (92,269)— (92,269)(514)(92,783)
Net income— — — 42,273 — 42,273 255 42,528 
Balance at December 31, 2020106,361,524 1,064 1,688,540 (77,665)(37,181)1,574,758 7,190 1,581,948 
Common stock issuance18,230,721 182 469,018 — — 469,200 — 469,200 
Common stock withheld related to net share settlement of equity awards— — — (353)— (353)— (353)
Costs related to issuance of common stock— — (12,153)— — (12,153)— (12,153)
Other comprehensive income— — — — 22,395 22,395 113 22,508 
Share-based compensation expense56,808 — 5,683 — — 5,683 — 5,683 
Dividends declared on common stock and OP Units— — — (118,689)— (118,689)(552)(119,241)
Net income— — — 95,725 — 95,725 486 96,211 
Balance at December 31, 2021124,649,053 $1,246 $2,151,088 $(100,982)$(14,786)$2,036,566 $7,237 $2,043,803 
 
 The accompanying notes are an integral part of these consolidated financial statements.
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ESSENTIAL PROPERTIES REALTY TRUST, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Cash Flows
 Year ended December 31,
(In thousands)202120202019
Cash flows from operating activities:   
Net income$96,211 $42,528 $48,025 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization69,146 59,406 42,745 
Amortization of lease incentive3,074 3,847 282 
Amortization of above/below market leases and right of use assets, net749 534 
Amortization of deferred financing costs and other non-cash interest expense2,738 2,532 2,815 
Loss on repayment and repurchase of secured borrowings4,461 924 5,240 
Provision for impairment of real estate6,120 8,399 2,918 
Change in provision for loan losses(204)830 — 
Gain on dispositions of real estate, net(9,338)(5,821)(10,932)
Straight-line rent receivable(20,160)(15,137)(12,322)
Equity based compensation expense5,683 6,085 6,238 
Adjustment to rental revenue for tenant credit(2,900)3,601 593 
Payments made in settlement of cash flow hedges(4,836)— — 
Changes in other assets and liabilities:
Rent receivables, prepaid expenses and other assets2,216 (12,058)1,242 
Accrued liabilities and other payables14,433 4,243 1,190 
Net cash provided by operating activities167,393 99,388 88,568 
Cash flows from investing activities:
Proceeds from sales of investments, net58,381 82,889 66,765 
Principal collections on loans and direct financing lease receivables100,488 286 9,519 
Investments in loans receivable(136,391)(60,480)(94,637)
Deposits for prospective real estate investments(590)475 530 
Investment in real estate, including capital expenditures(840,027)(541,307)(570,025)
Investment in construction in progress(9,348)(14,423)(17,858)
Lease incentives paid(2,197)(12,949)(2,133)
Net cash used in investing activities(829,684)(545,509)(607,839)
Cash flows from financing activities:
Repayment of secured borrowings(175,781)(65,909)(279,123)
Principal received on repurchased secured borrowings— — 1,707 
Borrowings under term loan facilities— 180,000 450,000 
Borrowings under revolving credit facility393,000 87,000 459,000 
Repayments under revolving credit facility(267,000)(115,000)(447,000)
Proceeds from issuance of senior unsecured notes396,600 — — 
Payments for taxes related to net settlement of equity awards(353)— — 
Deferred financing costs(2,120)(25)(6,128)
Proceeds from issuance of common stock, net458,267 461,006 411,635 
Offering costs(1,220)(2,805)(1,837)
Dividends paid (112,334)(86,475)(63,903)
Net cash provided by financing activities689,059 457,792 524,351 
Net increase in cash and cash equivalents and restricted cash26,768 11,671 5,080 
Cash and cash equivalents and restricted cash, beginning of period32,990 21,319 16,239 
Cash and cash equivalents and restricted cash, end of period$59,758 $32,990 $21,319 
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents$59,758 $26,602 $8,304 
Restricted cash— 6,388 13,015 
Cash and cash equivalents and restricted cash, end of period$59,758 $32,990 $21,319 
The accompanying notes are an integral part of these consolidated financial statements.
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ESSENTIAL PROPERTIES REALTY TRUST, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Cash Flows (continued)
 
 Year ended December 31,
(In thousands)202120202019
Supplemental disclosure of cash flow information:   
Cash paid for interest, net of amounts capitalized$24,162 $27,071 $29,485 
Cash paid for income taxes637 546 60 
Non-cash investing and financing activities:
Adjustment upon adoption of ASC 326$— $188 $— 
Reclassification from construction in progress upon project completion4,478 22,643 7,055 
Net settlement of proceeds on the sale of investments(960)860 4,960 
Non-cash investment activity1,227 (860)10,439 
Lease liabilities arising from the recognition of right of use assets— — 8,355 
Unrealized (gains) losses on cash flow hedges(27,890)44,920 2,905 
Conversion of equity in Secondary Offering— — 237,795 
Payable and accrued offering costs— — 66 
Discounts and fees on capital raised through issuance of common stock10,933 16,674 12,048 
Discounts and fees on issuance of senior unsecured notes3,400 — — 
Payable and accrued deferred financing costs— — 126 
Dividends declared32,610 25,703 19,395 
The accompanying notes are an integral part of these consolidated financial statements.
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Notes to Consolidated Financial Statements
December 31, 2021
1. Organization
Description of Business
Essential Properties Realty Trust, Inc. (the “Company”) is an internally managed real estate company that acquires, owns and manages primarily single-tenant properties that are net leased on a long-term basis to middle-market companies operating service-oriented or experience-based businesses. The Company generally invests in and leases freestanding, single-tenant commercial real estate facilities where a tenant services its customers and conducts activities that are essential to the generation of the tenant’s sales and profits.
The Company was organized on January 12, 2018 as a Maryland corporation. It elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes beginning with the year ended December 31, 2018, and it believes that its current organizational and operational status and intended distributions will allow it to continue to so qualify. Substantially all of the Company’s business is conducted directly and indirectly through its operating partnership, Essential Properties, L.P. (the “Operating Partnership”).
On June 25, 2018, the Company completed the initial public offering (“IPO”) of its common stock. The common stock of the Company is listed on the New York Stock Exchange under the ticker symbol “EPRT”.
COVID-19 Pandemic
On March 11, 2020, the World Health Organization declared the outbreak of the novel coronavirus (“COVID-19”) a pandemic. For much of 2020, the global spread of COVID-19 created significant uncertainty and economic disruption, which has appears to have subsided over the course of 2021, primarily due to the widespread availability of multiple vaccines. However, the continuing impact of the COVID-19 pandemic and its duration are unclear, and variants of the virus, such as Delta and Omicron, and vaccine hesitancy in certain areas could erode the progress that has been made against the virus, or exacerbate or prolong the impact of the pandemic. Conditions similar to those experienced in 2020, at the height of the pandemic, could return should the vaccines prove ineffective against future variants of the virus. Should the impact of a variant of the virus cause conditions to occur that are similar to those experienced in 2020, uncertainty and instability in the macro-economic environment could occur and government restrictions could force the Company’s tenants' businesses to shut-down or limit their operations, which would adversely impact the Company’s operations, its financial condition, liquidity, and prospects. Further, the extent and duration of any such conditions cannot be predicted with any reasonable certainty.
The Company continues to closely monitor the ongoing developments surrounding COVID-19 on all aspects of its business, including its portfolio and the creditworthiness of its tenants. In 2020, the Company entered into deferral agreements with certain of its tenants and recognized contractual base rent related to these agreements as a component of rental revenue in its consolidated statements of operations for 2020. These rent deferrals were negotiated on a tenant-by-tenant basis, and, in general, allowed a tenant to defer all or a portion of their rent for a portion of 2020, with all of the deferred rent to be paid to the Company pursuant to a schedule that generally extends up to 24 months from the original due date of the deferred rent. While the Company’s tenants' businesses and operations have largely returned to pre-pandemic levels, any new developments that cause a deterioration, or further deterioration, in the Company's tenants’ ability to operate their businesses, or delays in the supply of products or services to the Company's tenants from vendors required to operate their businesses, may cause the Company's tenants to be unable or unwilling to meet their contractual obligations to the Company, including the payment of rent (including deferred rent), or to request further rent deferrals or other concessions. The likelihood of this would increase if variants of COVID-19, such as the Delta variant, intensify or persist for a prolonged period. Additionally, the Company does not yet know whether COVID-19 has caused a material secular change in consumer behavior that may reduce patronage of service-based and/or experience-based businesses, but should changes occur that are material, many of the Company's tenants would be adversely affected and their ability to meet their obligations to the Company could be further impaired. During the deferral period, these agreements reduced the Company's cash flow from operations, reduced its cash available for distribution and adversely affected its ability to make cash distributions to common stockholders. Furthermore, if tenants are unable to repay their deferred rent, the Company will not receive cash in the future in accordance with its expectations.
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2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying unaudited consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and subsidiaries in which the Company has a controlling financial interest. All intercompany accounts and transactions have been eliminated in consolidation. As of December 31, 2021 and 2020, the Company, directly and indirectly, held a 99.6% and 99.5% ownership interest in the Operating Partnership, respectively, and the consolidated financial statements include the financial statements of the Operating Partnership as of these dates. See Note 7—Equity for changes in the ownership interest in the Operating Partnership.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Reportable Segments
ASC Topic 280, Segment Reporting, establishes standards for the manner in which enterprises report information about operating segments. Substantially all of the Company’s investments, at acquisition, are comprised of real estate owned that is leased to tenants on a long-term basis or real estate that secures the Company's investment in loans and direct financing lease receivables. Therefore, the Company aggregates these investments for reporting purposes and operates in one reportable segment.
Real Estate Investments
Investments in real estate are carried at cost less accumulated depreciation and impairment losses. The cost of investments in real estate reflects their purchase price or development cost. The Company evaluates each acquisition transaction to determine whether the acquired asset meets the definition of a business. Under Accounting Standards Update ("ASU") 2017-1, Business Combinations (Topic 805): Clarifying the Definition of a Business, an acquisition does not qualify as a business when there is no substantive process acquired or substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. Transaction costs related to acquisitions that are asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are deemed to be acquisitions of a business are expensed as incurred. Improvements and replacements are capitalized when they extend the useful life or improve the productive capacity of the asset. Costs of repairs and maintenance are expensed as incurred.
The Company allocates the purchase price of acquired properties accounted for as asset acquisitions to tangible and identifiable intangible assets or liabilities based on their relative fair values. Tangible assets may include land, site improvements and buildings. Intangible assets may include the value of in-place leases and above- and below-market leases and other identifiable intangible assets or liabilities based on lease or property specific characteristics.
The Company incurs various costs in the leasing and development of its properties. Amounts paid to tenants that incentivize them to extend or otherwise amend an existing lease or to sign a new lease agreement are capitalized to lease incentives on the Company's consolidated balance sheets. Tenant improvements are capitalized to building and improvements within the Company's consolidated balance sheets. Costs incurred which are directly related to properties under development, which include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs and real estate taxes and insurance, are capitalized during the period of development as construction in progress. After the determination is made to capitalize a cost, it
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is allocated to the specific component of a project that benefited. Determination of when a development project commences, and capitalization begins, and when a development project has reached substantial completion, and is available for occupancy and capitalization must cease, involves a degree of judgment. The Company does not engage in speculative real estate development. The Company does, however, opportunistically agree to reimburse certain of its tenants for development costs at its properties in exchange for contractually-specified rent that generally increases proportionally with its funding.
The fair value of the tangible assets of an acquired property with an in-place operating lease is determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to the tangible assets based on the fair value of the tangible assets. The fair value of in-place leases is determined by considering estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases based on the specific characteristics of each tenant's lease. The Company estimates the cost to execute leases with terms similar to the remaining lease terms of the in-place leases, including leasing commissions, legal and other related expenses. Factors the Company considers in this analysis include an estimate of the carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses, and estimates of lost rentals at market rates during the expected lease-up periods, which primarily range from six to 12 months. The fair value of above- or below-market leases is recorded based on the net present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between the contractual amount to be paid pursuant to the in-place lease and the Company's estimate of the fair market lease rate for the corresponding in-place lease, measured over the remaining non-cancelable term of the lease including any below-market fixed rate renewal options for below-market leases.
In making estimates of fair values for purposes of allocating purchase price, the Company uses a number of sources, including real estate valuations prepared by independent valuation firms. The Company also considers information and other factors including market conditions, the industry that the tenant operates in, characteristics of the real estate (e.g., location, size, demographics, value and comparative rental rates), tenant credit profile and the importance of the location of the real estate to the operations of the tenant's business. Additionally, the Company considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired. The Company uses the information obtained as a result of its pre-acquisition due diligence as part of its consideration of the accounting standard governing asset retirement obligations and, when necessary, will record an asset retirement obligation as part of the purchase price allocation.
Real estate investments that are intended to be sold are designated as "held for sale" on the consolidated balance sheets at the lesser of carrying amount and fair value less estimated selling costs. Real estate investments are no longer depreciated when they are classified as held for sale. If the disposal, or intended disposal, of certain real estate investments represents a strategic shift that has had or will have a major effect on the Company's operations and financial results, the operations of such real estate investments would be presented as discontinued operations in the consolidated statements of operations for all applicable periods.
Depreciation and Amortization
Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings and 15 years for site improvements. The Company recorded the following amounts of depreciation expense on its real estate investments during the periods presented:
Year ended December 31,
(in thousands)202120202019
Depreciation on real estate investments$61,171 $51,736 $36,354 
Lease incentives are amortized on a straight-line basis as a reduction of rental income over the remaining non-cancellable terms of the respective leases. If a tenant terminates its lease, the unamortized portion of the lease incentive is charged to rental revenue. Construction in progress is not depreciated until the development has reached substantial completion. Tenant improvements are depreciated over the non-cancellable term of the related lease or their estimated useful life, whichever is shorter.
Capitalized above-market lease intangibles are amortized on a straight-line basis as a reduction of rental revenue over the remaining non-cancellable terms of the respective leases. Capitalized below-market lease
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intangibles are accreted on a straight-line basis as an increase to rental revenue over the remaining non-cancellable terms of the respective leases including any below-market fixed rate renewal option periods.
Capitalized above-market ground lease values are accreted as a reduction of property expenses over the remaining terms of the respective leases. Capitalized below-market ground lease values are amortized as an increase to property expenses over the remaining terms of the respective leases and any expected below-market renewal option periods where renewal is considered probable.
The value of in-place leases, exclusive of the value of above-market and below-market lease intangibles, is amortized to depreciation and amortization expense on a straight-line basis over the remaining periods of the respective leases.
If a tenant terminates its lease, the unamortized portion of each intangible, including in-place lease values, is charged to depreciation and amortization expense, while above- and below-market lease adjustments are recorded within rental revenue in the consolidated statements of operations.
Loans Receivable
The Company holds its loans receivable for long-term investment. Loans receivable are carried at amortized cost, including related unamortized discounts or premiums, if any, less the Company's estimated allowance for loan losses. The Company recognizes interest income on loans receivable using the effective-interest method applied on a loan-by-loan basis. Direct costs associated with originating loans are offset against any related fees received and the balance, along with any premium or discount, is deferred and amortized as an adjustment to interest income over the term of the related loan receivable using the effective-interest method.
Direct Financing Lease Receivables
Certain of the Company’s real estate investment transactions are accounted for as direct financing leases. The Company records the direct financing lease receivables at their net investment, determined as the aggregate minimum lease payments and the estimated non-guaranteed residual value of the leased property less unearned income. The unearned income is recognized over the term of the related lease so as to produce a constant rate of return on the net investment in the asset. The Company’s investment in direct financing lease receivables is reduced over the applicable lease term to its non-guaranteed residual value by the portion of rent allocated to the direct financing lease receivables. Subsequent to the adoption of ASC 842, Leases (“ASC 842”) in January 2019, the Company's existing direct financing lease receivables have been accounted for in the same manner, unless the underlying contracts have been modified.
If and when an investment in direct financing lease receivables is identified for impairment evaluation, the Company will apply the guidance in both ASC 310, Receivables (“ASC 310”) and ASC 842. Under ASC 310, the lease receivable portion of the net investment in a direct financing lease receivable is evaluated for impairment when it becomes probable the Company, as the lessor, will be unable to collect all rental payments associated with the Company’s investment in the direct financing lease receivable. Under ASC 842, the Company reviews the estimated non-guaranteed residual value of a leased property at least annually. If the review results in a lower estimate than had been previously established, the Company determines whether the decline in estimated non-guaranteed residual value is other than temporary. If a decline is judged to be other than temporary, the accounting for the transaction is revised using the changed estimate and the resulting reduction in the net investment in direct financing lease receivables is recognized by the Company as a loss in the period in which the estimate is changed. As of December 31, 2021 and 2020, the Company determined that none of its direct financing lease receivables were impaired.
Impairment of Long-Lived Assets
If circumstances indicate that the carrying value of a property may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the
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impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. Impairment losses, if any, are recorded directly within our consolidated statement of operations.
The Company recorded the following provisions for impairment of long lived assets during the periods presented:
Year ended December 31,
(in thousands)202120202019
Provision for impairment of real estate$6,120 $8,399 $2,918 
Cash and Cash Equivalents
Cash and cash equivalents includes cash in the Company’s bank accounts. The Company considers all cash balances and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to an insurance limit.
As of December 31, 2021 and 2020, the Company had deposits of $59.8 million and $26.6 million, respectively, of which $59.5 million and $26.4 million, respectively, were in excess of the amount insured by the FDIC. Although the Company bears risk with respect to amounts in excess of those insured by the FDIC, it does not anticipate any losses as a result.
Restricted Cash
Restricted cash primarily consists of cash proceeds from the sale of assets held by a qualified intermediary to facilitate tax-deferred exchange transactions under Section 1031 of the Internal Revenue Code.
Deferred Financing Costs
Financing costs related to establishing the Company’s 2018 Credit Facility and Revolving Credit Facility (as defined below) were deferred and are being amortized as an increase to interest expense in the consolidated statements of operations over the term of the facility and are reported as a component of rent receivables, prepaid expenses and other assets, net on the consolidated balance sheets.
Financing costs related to the issuance of the Company’s secured borrowings under the Master Trust Funding Program, the April 2019 Term Loan, the November 2019 Term Loan and the 2031 Notes (each as defined below) were deferred and are being amortized as an increase to interest expense in the consolidated statements of operations over the term of the related debt instrument and are reported as a reduction of the related outstanding debt balance on the consolidated balance sheets.
Derivative Instruments
In the normal course of business, the Company uses derivative financial instruments, which may include interest rate swaps, caps, options, floors and other interest rate derivative contracts, to protect the Company against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows on a portion of the Company’s floating-rate debt. Instruments that meet these hedging criteria are formally designated as hedges at the inception of the derivative contract. The Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may also enter into derivative contracts that are intended to economically hedge certain risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
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The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designed and qualifies for hedge accounting treatment. If a derivative is designated and qualifies for cash flow hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) in the consolidated statements of comprehensive income to the extent that it is effective. Any ineffective portion of a change in derivative fair value is immediately recorded in earnings. If the Company elects not to apply hedge accounting treatment (or for derivatives that do not qualify as hedges), any change in the fair value of such derivative instruments would be recognized immediately as a gain or loss on derivative instruments in the consolidated statements of operations.
Fair Value Measurement
The Company estimates the fair value of financial and non-financial assets and liabilities based on the framework established in fair value accounting guidance. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The hierarchy described below prioritizes inputs to the valuation techniques used in measuring the fair value of assets and liabilities. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs to be used when available. The hierarchy is broken down into three levels based on the reliability of inputs as follows:
Level 1—Quoted prices in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date.
Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3—Unobservable inputs that reflect the Company's own assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
Revenue Recognition
The Company’s rental revenue is primarily rent received from tenants. Rent from tenants is recorded in accordance with the terms of each lease on a straight-line basis over the non-cancellable initial term of the lease from the later of the date of the commencement of the lease and the date of acquisition of the property subject to the lease. Rental revenue recognition begins when the tenant controls the space and continues through the term of the related lease. Because substantially all of the leases provide for rental increases at specified intervals, the Company records a straight-line rent receivable and recognizes revenue on a straight-line basis through the expiration of the non-cancelable term of the lease. The Company considers whether the collectability of rents is reasonably assured in determining the amount of straight-line rent to record.
Generally, the Company’s leases provide the tenant with one or more multi-year renewal options, subject to generally the same terms and conditions provided under the initial lease term, including rent increases. If economic incentives make it reasonably certain that an option period to extend the lease will be exercised, the Company will include these options in determining the non-cancelable term of the lease.
The Company defers rental revenue related to lease payments received from tenants in advance of their due dates. These amounts are presented within accrued liabilities and other payables on the Company’s consolidated balance sheets.
Certain properties in the Company’s investment portfolio are subject to leases that provide for contingent rent based on a percentage of the tenant’s gross sales. For these leases, the Company recognizes contingent rental revenue when the threshold upon which the contingent lease payment is based is actually reached.
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The Company recorded the following amounts as contingent rent, which are included as a component of rental revenue in the Company's consolidated statements of operations, during the periods presented:
Year ended December 31,
(in thousands)202120202019
Contingent rent$721 $444 $855 
Adjustment to Rental Revenue for Tenant Credit
The Company continually reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located.
If the assessment of the collectability of substantially all payments due under a lease changes from probable to not probable, any difference between the rental revenue recognized to date and the lease payments that have been collected is recognized as a current period reduction of rental revenue in the consolidated statements of operations.
The Company recorded the following amounts as increases to or reductions of rental revenue for tenant credit during the periods presented:
Year ended December 31,
(in thousands)202120202019
Adjustment to rental revenue for tenant credit$2,900 $(7,149)$(593)
Offering Costs
In connection with the completion of equity offerings, the Company incurs legal, accounting and other offering-related costs. Such costs are deducted from the gross proceeds of each equity offering when the offering is completed. As of December 31, 2021 and 2020, the Company capitalized a total of $79.3 million and $67.2 million, respectively, of such costs, which are presented as a reduction of additional paid-in capital in the Company's consolidated balance sheets.
Income Taxes
The Company elected and qualified to be taxed as a REIT under sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), commencing with its taxable year ended December 31, 2018. REITs are subject to a number of organizational and operational requirements, including a requirement that 90% of ordinary “REIT taxable income” (as determined without regard to the dividends paid deduction or net capital gains) be distributed. As a REIT, the Company will generally not be subject to U.S. federal income tax to the extent that it meets the organizational and operational requirements and its distributions equal or exceed REIT taxable income. For the period subsequent to the effective date of its REIT election, the Company continues to meet the organizational and operational requirements and expects distributions to exceed REIT taxable income. Accordingly, no provision has been made for U.S. federal income taxes. Even though the Company has elected and qualifies for taxation as a REIT, it may be subject to state and local income and franchise taxes, and to federal income and excise tax on its undistributed income. Franchise taxes and federal excise taxes on the Company’s undistributed income, if any, are included in general and administrative expenses on the accompanying consolidated statements of operations. Additionally, taxable income from non-REIT activities managed through the Company's taxable REIT subsidiary is subject to federal, state, and local taxes.
The Company analyzes its tax filing positions in all of the U.S. federal, state and local tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in such jurisdictions. The Company follows a two-step process to evaluate uncertain tax positions. Step one, recognition, occurs when an entity concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Step two, measurement, determines the amount of benefit that is more-likely-than-not to be realized upon settlement. Derecognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained. The use of a valuation allowance as a substitute for derecognition of tax positions is prohibited.
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As of December 31, 2021 and 2020, the Company had no accruals recorded for uncertain tax positions. The Company’s policy is to classify interest expense and penalties relating to taxes in general and administrative expense in the consolidated statements of operations. During the years ended December 31, 2021, 2020 and 2019, the Company recorded de minimis interest or penalties relating to taxes, and there were no interest or penalties with respect to taxes accrued as of December 31, 2021 or 2020. The 2020, 2019 and 2018 taxable years remain open to examination by federal and/or state taxing jurisdictions to which the Company is subject.
Equity-Based Compensation
The Company grants shares of restricted common stock and restricted share units (“RSUs”) to its directors, executive officers and other employees that vest over specified time periods, subject to the recipient’s continued service. The Company also grants performance-based RSUs to its executive officers, the final number of which is determined based on objective and subjective performance conditions and which vest over a multi-year period, subject to the recipient’s continued service. The Company accounts for the restricted common stock and RSUs in accordance with ASC 718, Compensation – Stock Compensation, which requires that such compensation be recognized in the financial statements based on its estimated grant-date fair value. The value of such awards is recognized as compensation expense in general and administrative expenses in the accompanying consolidated statements of operations over the applicable service periods.
The Company recognizes compensation expense for equity-based compensation using the straight-line method based on the terms of the individual grant. Forfeitures of equity-based compensation awards, if any, are recognized when they occur.
Variable Interest Entities
The Financial Accounting Standards Board (“FASB”) provides guidance for determining whether an entity is a variable interest entity (a “VIE”). VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A VIE is required to be consolidated by its primary beneficiary, which is the party that (i) has the power to control the activities that most significantly impact the VIE’s economic performance and (ii) has the obligation to absorb losses, or the right to receive benefits, of the VIE that could potentially be significant to the VIE.
The Company has concluded that the Operating Partnership is a VIE of which the Company is the primary beneficiary, as the Company has the power to direct the activities that most significantly impact the economic performance of the Operating Partnership. Substantially all of the Company’s assets and liabilities are held by the Operating Partnership. The assets and liabilities of the Operating Partnership are consolidated and reported as assets and liabilities on the Company’s consolidated balance sheets as of December 31, 2021 and 2020.
Additionally, the Company has concluded that certain entities to which it has provided mortgage loans are VIEs because the entities' equity was not sufficient to finance their activities without additional subordinated financial support. The following table presents information about the Company’s mortgage loan-related VIEs as of the dates presented:
December 31,
(Dollars in thousands)20212020
Number of VIEs2311
Aggregate carrying value$140,851 $117,578 
The Company was not the primary beneficiary of any of these entities, because the Company did not have the power to direct the activities that most significantly impact the entities’ economic performance as of December 31, 2021 and 2020. The Company’s maximum exposure to loss in these entities is limited to the carrying amount of its investment. The Company had no liabilities associated with these VIEs as of December 31, 2021 and 2020.
Recent Accounting Developments
In March 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848) (“ASU 2020-4”). ASU 2020-4 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives
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and other contracts. The guidance in ASU 2020-4 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.
In April 2020, the FASB staff issued a question and answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic. Under existing lease guidance, the entity would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant, which would be accounted for under the lease modification framework, or if a lease concession was under the enforceable rights and obligations that existed in the original lease, which would be accounted for outside the lease modification framework. The Lease Modification Q&A provides entities with the option to elect to account for lease concessions as though the enforceable rights and obligations existed in the original lease. This election is only available when total cash flows resulting from the modified lease are substantially similar to or less than the cash flows in the original lease. The Company made this election and accounts for rent deferrals by increasing its rent receivables as receivables accrue and continuing to recognize income during the deferral period. Lease concessions or amendments other than rent deferrals are evaluated to determine if a substantive change to the consideration in the original lease contract has occurred and should be accounted for as a lease modification. The Company continues to evaluate any amounts recognized for collectability, regardless of whether accounted for as a lease modification or not, and records an adjustment to rental revenue for amounts that are not probable of collection. For lease concessions granted in conjunction with the COVID-19 pandemic, the Company reviewed all amounts recognized on a tenant-by-tenant basis for collectability.
In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments in ASU 2020-06 are effective for the Company for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company adopted this guidance on January 1, 2021 and the adoption of ASU 2020-06 did not have a material impact on the Company's consolidated financial statements.
In July 2021, the FASB issued ASU 2021-05, Lease (Topic 842): Lessors - Certain Leases with Variable Lease Payments ("ASU 2021-05"). The guidance in ASU 2021-05 amends the lease classification requirements for the lessors under certain leases containing variable payments to align with practice under ASC 840. The lessor should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if both of the following criteria are met: 1) the lease would have been classified as a sales-type lease or a direct financing lease in accordance with the classification criteria in ASC 842-10-25-2 through 25-3; and 2) the lessor would have otherwise recognized a day-one loss. The amendments in ASU 2021-05 are effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The adoption of ASU 2020-05 is not expected to have a material impact on the Company's consolidated financial statements.
3. Investments
The following table presents information about the number of properties or investments in the Company's real estate investment portfolio as of each date presented:
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December 31,
20212020
Owned properties (1)
1,3151,056
Properties securing investments in mortgage loans (2)
126115
Ground lease interests (3)
1010
Total number of investments1,4511,181
_____________________________________
(1)Includes 11 properties which are subject to leases accounted for as direct financing leases or loans as of December 31, 2021 and 2020.
(2)Properties secure 17 and eight mortgage loans receivable as of December 31, 2021 and 2020, respectively.
(3)Includes one building which is subject to a lease accounted for as a direct financing lease as of December 31, 2021 and 2020.
The following table presents information about the gross investment value of the Company's real estate investment portfolio as of each date presented:
December 31,
(in thousands)20212020
Real estate investments, at cost$3,150,840 $2,359,395 
Loans and direct financing lease receivables, net189,287 152,220 
Real estate investments held for sale, net15,434 17,058 
Total gross investments$3,355,561 $2,528,673 
As of December 31, 2020, 258 of these investments, comprising $399.7 million of gross investments, were assets of consolidated special purpose entity subsidiaries and were pledged as collateral under the non-recourse obligations of the Company’s Master Trust Funding Program. No such assets were pledged as collateral following the repayment of all outstanding balances under our Master Trust Funding Program in June 2021. (See Note 5—Long Term Debt.)
Acquisitions in 2021 and 2020
The following table presents information about the Company’s acquisition activity during the years ended December 31, 2021 and 2020:
Year ended December 31,
(Dollars in thousands)20212020
Ownership typeFee Simple(1)
Number of properties297208
Purchase price allocation:
Land and improvements$279,501 $181,297 
Building and improvements544,604323,542
Construction in progress (2)
9,34815,825
Intangible lease assets11,0107,737
Total purchase price844,463 528,401 
Intangible lease liabilities(3,320)(2,125)
Purchase price (including acquisition costs)$841,143 $526,276 
_____________________________________
(1)During the year ended December 31, 2020, the Company acquired the fee interest in 206 properties and acquired two properties subject to ground lease arrangements.
(2)Represents amounts incurred at and subsequent to acquisition and includes $0.1 million and $0.2 million, respectively, of capitalized interest expense during the years ended December 31, 2021 and 2020.
During the years ended December 31, 2021 and 2020, the Company did not have any investments that individually represented more than 5% of the Company’s total investment activity.
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Gross Investment Activity
During the years ended December 31, 2021, 2020 and 2019, the Company had the following gross investment activity: 
(Dollar amounts in thousands)Number of
Investment
Locations
Dollar
Amount of
Investments
Gross investments, December 31, 2018677 $1,394,549 
Acquisitions of and additions to real estate investments281 603,677 
Sales of investments in real estate(37)(65,571)
Relinquishment of properties at end of ground lease term(3)(700)
Provisions for impairment of real estate (1)
— (2,918)
Investments in loans receivable95 94,637 
Principal collections on and settlements of loans and direct financing lease receivables(13)(19,958)
Other— (1,402)
Gross investments, December 31, 20191,000 2,002,314 
Acquisitions of and additions to real estate investments208 568,204 
Sales of investments in real estate(49)(81,312)
Relinquishment of properties at end of ground lease term(3)(1,931)
Provisions for impairment of real estate (2)
— (8,399)
Investments in loans receivable25 61,339 
Principal collections on and settlements of loans and direct financing lease receivables— (286)
Other— (11,256)
Gross investments, December 31, 20201,181 2,528,673 
Acquisitions of and additions to real estate investments297 853,798 
Sales of investments in real estate(38)(57,154)
Provisions for impairment of real estate (3)
— (6,120)
Investments in loans receivable (4)
49 137,351 
Principal collections on and settlements of loans and direct financing lease receivables(38)(100,488)
Other— (499)
Gross investments, December 31, 20211,451 3,355,561 
Less: Accumulated depreciation and amortization (5)
— (200,152)
Net investments, December 31, 20211,451 $3,155,409 
_____________________________________________ 
(1)During the year ended December 31, 2019, the Company identified and recorded provisions for impairment at 1 vacant and 7 tenanted properties.
(2)During the year ended December 31, 2020, the Company identified and recorded provisions for impairment at 7 vacant and 10 tenanted properties.
(3)During the year ended December 31, 2021, the Company identified and recorded provisions for impairment at 2 vacant and 16 tenanted properties.
(4)During the year ended December 31, 2021, the Company invested in 49 properties that secured 12 of its loans receivable for an aggregate investment of $131.1 million.
(5)Includes $169.1 million of accumulated depreciation as of December 31, 2021.
Real Estate Investments
The Company's investment properties are leased to tenants under long-term operating leases that typically include one or more renewal options. See Note 4—Leases for more information about the Company's leases.
Loans and Direct Financing Lease Receivables
As of December 31, 2021 and 2020, the Company had 22 and 13 loans receivable outstanding, with an aggregate carrying amount of $187.8 million and $150.8 million, respectively. The maximum amount of loss due to credit risk is the Company's current principal balance of $187.8 million as of December 31, 2021.  
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The Company's loans receivable portfolio as of December 31, 2021 and 2020 is summarized below (dollars in thousands): 
Loan Type
Monthly Payment (1)
Number of Secured PropertiesEffective Interest RateStated Interest RateMaturity DateDecember 31,
20212020
Mortgage (2)(3)
I/O28.80%8.10%2039$12,000 $12,000 
Mortgage (2)
P+I28.10%8.10%20596,096 6,114 
Mortgage (2)
I/O28.53%7.80%20397,300 7,300 
Mortgage (2)
I/O698.16%7.70%203428,000 28,000 
Mortgage (2)
I/O188.05%7.50%2034— 37,105 
Mortgage (2)
I/O18.42%7.70%20405,300 5,300 
Mortgage (2)
I/O17.00%7.00%2021— 860 
Mortgage (2)
I/O38.30%8.25%20222,324 2,324 
Mortgage (2)
I/O197.30%6.80%2035— 46,000 
Mortgage (2)
I/O17.00%7.00%2023600 — 
Mortgage (2)
I/O76.89%6.75%202614,165 — 
Mortgage (2)
I/O38.30%8.25%20233,146 — 
Mortgage (2)
I/O26.87%6.40%20362,520 — 
Mortgage (2)
I/O187.51%7.00%203630,806 — 
Mortgage (2)
I/O57.51%7.00%20369,679 — 
Mortgage (2)
I/O27.85%7.50%203113,000 — 
Mortgage (2)
I/O28.29%8.25%20232,389 — 
Mortgage (2)
I/O15.72%8.00%20526,864 — 
Mortgage (2)
I/O27.44%7.10%20369,808 — 
Mortgage (2)
I/O57.30%6.80%203625,714 — 
Mortgage (2)
I/O17.73%7.20%20362,470 — 
Leasehold interestP+I210.69%
(4)
20391,435 1,435 
Leasehold interestP+I12.25%
(5)
20341,055 1,109 
Leasehold interestP+I12.41%
(5)
20341,560 1,645 
Leasehold interestP+I14.97%
(5)
20381,562 1,605 
Net investment    $187,793 $150,797 
________________________________________________
(1)I/O: Interest Only; P+I: Principal and Interest
(2)Loan requires monthly payments of interest only with a balloon payment due at maturity.
(3)Loan allows for prepayments in whole or in part without penalty.
(4)This leasehold interest is accounted for as a loan receivable, as the lease for two land parcels contains an option for the lessee to repurchase the leased parcels in 2024 or 2025.
(5)These leasehold interests are accounted for as loans receivable, as the leases for each property contain an option for the relevant lessee to repurchase the leased property in the future.
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Scheduled principal payments due to be received under the Company's loans receivable as of December 31, 2021 were as follows:
(in thousands)Loans Receivable
2022$2,545 
20236,371 
2024251 
2025267 
202614,449 
Thereafter163,910 
Total$187,793 
As of December 31, 2021 and 2020, the Company had $2.3 million and $2.4 million, respectively, of net investments accounted for as direct financing lease receivables. The components of the investments accounted for as direct financing lease receivables were as follows:
 December 31,
(in thousands)20212020
Minimum lease payments receivable$3,189 $3,529 
Estimated unguaranteed residual value of leased assets270 270 
Unearned income from leased assets(1,150)(1,357)
Net investment$2,309 $2,442 
Scheduled future minimum non-cancelable base rental payments due to be received under the direct financing lease receivables as of December 31, 2021 were as follows:
(in thousands)Future Minimum Base Rental Payments
2022$345 
2023347 
2024289 
2025254 
2026243 
Thereafter1,711 
Total$3,189 
Allowance for Loan Losses
The Company utilizes a real estate estimate model (i.e. a RELEM model) which estimates losses on loans and direct financing lease receivables for purposes of calculating an allowance for loan losses. As of December 31, 2021 and 2020, the Company recorded an allowance for loan losses of $0.8 million and $1.0 million, respectively. Changes in the Company’s allowance for loan losses are presented within provision for loan losses in the Company’s consolidated statements of operations.
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For the year ended December 31, 2021 and 2020, the changes to the Company's allowance for loan losses were as follows:
(in thousands)Loans and Direct Financing Lease Receivables
Balance at December 31, 2019$— 
Cumulative-effect adjustment upon adoption of ASC 326188 
Current period provision for expected credit losses (1)
830 
Write-offs charged— 
Recoveries— 
Balance at December 31, 20201,018 
Current period provision for expected credit losses (2)
(204)
Write-offs charged
Recoveries
Balance at December 31, 2021$814 
_____________________________________
(1)The increase in expected credit losses was due to the changes in assumptions regarding then-current macroeconomic factors related to COVID-19.
(2)The decrease in expected credit losses is due to assumptions regarding current macroeconomic factors returning to pre-pandemic values due to the reduction of the adverse impact of the COVID-19 pandemic.
The Company considers the ratio of loan to value ("LTV") to be a significant credit quality indicator for its loans and direct financing lease portfolio. The following table presents information about the LTV of the Company's loans and direct financing lease receivables measured at amortized cost as of as of December 31, 2021:
Amortized Cost Basis by Origination YearTotal Amortized Costs Basis
(in thousands)2021202020192018Prior to 2018
LTV <60%$7,224 $— $28,000 $— $709 $35,933 
LTV 60%-70%52,879 — — — 955 53,834 
LTV >70%61,059 10,748 27,884 — 644 100,335 
$121,162 $10,748 $55,884 $— $2,308 $190,102 
Real Estate Investments Held for Sale
The Company continually evaluates its portfolio of real estate investments and may elect to dispose of investments considering criteria including, but not limited to, tenant concentration, tenant credit quality, tenant operation type (e.g., industry, sector or concept), unit-level financial performance, local market conditions and lease rates, associated indebtedness and asset location. Real estate investments held for sale are expected to be sold within twelve months.
The following table shows the activity in real estate investments held for sale and intangible lease liabilities held for sale during the years ended December 31, 2021 and 2020: 
(Dollar amounts in thousands)Number of
Properties
Real Estate
Investments
Intangible Lease
Liabilities
Net Carrying
Value
Held for sale balance, December 31, 2019$1,211 $— $1,211 
Transfers to held for sale classification17,058 — 17,058 
Sales(1)(1,211)— (1,211)
Transfers to held and used classification— — — — 
Held for sale balance, December 31, 202017,058 — 17,058 
Transfers to held for sale classification20 25,767 — 25,767 
Sales(15)(13,501)— (13,501)
Transfers to held and used classification(4)(13,890)— (13,890)
Held for sale balance, December 31, 2021$15,434 $— $15,434 
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Significant Concentrations
The Company did not have any tenants (including for this purpose, all affiliates of such tenants) whose rental revenue for the years ended December 31, 2021, 2020 or 2019 represented 10% or more of total rental revenue in the Company's consolidated statements of operations.
The following table lists the states where the rental revenue from the properties in that state during the periods presented represented 10% or more of total rental revenue in the Company's consolidated statements of operations:
 Year ended December 31,
State202120202019
Texas13.1%14.9%12.4%
Georgia**10.8%
_____________________________________
*    State's rental revenue was not greater than 10% of total rental revenue during the period specified.
Intangible Assets and Liabilities
Intangible assets and liabilities consisted of the following as of the dates presented:
 December 31, 2021December 31, 2020
(in thousands)Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Intangible assets:      
In-place leases$76,255 $24,540 $51,715 $67,986 $18,767 $49,219 
Intangible market lease assets11,704 4,409 7,295 12,285 4,059 8,226 
Total intangible assets$87,959 $28,949 $59,010 $80,271 $22,826 $57,445 
Intangible market lease liabilities$15,948 $3,255 $12,693 $12,772 $2,604 $10,168 
 The remaining weighted average amortization period for the Company's intangible assets and liabilities as of December 31, 2021, by category and in total, were as follows:
 Years Remaining
In-place leases9.2
Intangible market lease assets12.2
Total intangible assets9.6
 
Intangible market lease liabilities9.1
The following table discloses amounts recognized within the consolidated statements of operations related to amortization of in-place leases, amortization and accretion of above- and below-market lease assets and liabilities, net and the amortization and accretion of above- and below-market ground leases for the periods presented:
 Year ended December 31,
(in thousands)202120202019
Amortization of in-place leases (1)
$7,544 $7,067 $6,272 
Amortization (accretion) of market lease intangibles, net (2)
(47)866 
Amortization (accretion) of above- and below-market ground lease intangibles, net (3)
(353)(395)(333)
 ______________________________________________________
(1)Reflected within depreciation and amortization expense.
(2)Reflected within rental revenue.
(3)Reflected within property expenses.
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The following table provides the estimated amortization of in-place lease assets to be recognized as a component of depreciation and amortization expense for the next five years and thereafter:
(in thousands)In-Place Lease Assets
2022$6,793 
20236,372 
20245,692 
20254,442 
20264,105 
Thereafter24,311 
Total$51,715 
The following table provides the estimated net amortization of above- and below-market lease intangibles to be recognized as a component of rental revenue for the next five years and thereafter:
(in thousands)Above Market Lease AssetBelow Market Lease LiabilitiesNet Adjustment to Rental Revenue
2022$(744)$748 $
2023(712)717 
2024(679)714 35 
2025(671)716 45 
2026(661)720 59 
Thereafter(3,828)9,078 5,250 
Total$(7,295)$12,693 $5,398 
4. Leases
As Lessor
The Company’s investment properties are leased to tenants under long-term operating leases that typically include one or more tenant renewal options. The Company’s leases provide for annual base rental payments (generally payable in monthly installments), and generally provide for increases in rent based on fixed contractual terms or as a result of increases in the Consumer Price Index.
Substantially all of the leases are triple-net, which means that the lessees are responsible for paying all property operating expenses, including maintenance, insurance, utilities, property taxes and, if applicable, ground rent expense; therefore, the Company is generally not responsible for repairs or other capital expenditures related to the properties while the triple-net leases are in effect and, at the end of the lease term, the lessees are responsible for returning the property to the Company in a substantially similar condition as when they took possession. Some of the Company’s leases provide that in the event the Company wishes to sell the property subject to that lease, it first must offer the lessee the right to purchase the property on the same terms and conditions as any offer which it intends to accept for the sale of the property.
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Scheduled future minimum base rental payments due to be received under the remaining non-cancelable term of the operating leases in place as of December 31, 2021 were as follows:
(in thousands)Future Minimum Base
Rental Receipts
2022$244,716 
2023248,477 
2024249,880 
2025248,808 
2026249,053 
Thereafter2,617,157 
Total$3,858,091 
Since lease renewal periods are exercisable at the option of the lessee, the preceding table presents future minimum base rental payments to be received during the initial non-cancelable lease term only. In addition, the future minimum lease payments exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to performance thresholds and exclude increases in annual rent based on future changes in the Consumer Price Index, among other items.
The fixed and variable components of lease revenues for the years ended December 31, 2021, 2020, and 2019 were as follows:
Year ended December 31,
(in thousands)202120202019
Fixed lease revenues $210,441 $165,171 $134,879 
Variable lease revenues (1)
1,708 1,341 2,282 
Total lease revenues (2)
$212,149 $166,512 $137,161 
_____________________________________
(1)Includes contingent rent based on a percentage of the tenant’s gross sales and costs paid by the Company for which it is reimbursed by its tenants.
(2)Excludes the amortization and accretion of above- and below-market lease intangible assets and liabilities and lease incentives and the adjustment to rental revenue for tenant credit.
As Lessee
The Company has a number of ground leases, an office lease and other equipment leases which are classified as operating leases. As of December 31, 2021, the Company's ROU assets and lease liabilities were $7.4 million and $9.4 million, respectively. As of December 31, 2020, the Company's ROU assets and lease liabilities were $6.4 million and $8.8 million, respectively. These amounts are included in rent receivables, prepaid expenses and other assets, net and accrued liabilities and other payables on the Company's consolidated balance sheets.
The discount rate applied to measure each ROU asset and lease liability is based on the Company's incremental borrowing rate ("IBR"). The Company considers the general economic environment and its historical borrowing activity and factors in various financing and asset specific adjustments to ensure the IBR is appropriate to the intended use of the underlying lease. As the Company did not elect to apply hindsight, lease term assumptions determined under ASC 840 were carried forward and applied in calculating the lease liabilities recorded under ASC 842. Certain of the Company's ground leases offer renewal options which it assesses against relevant economic factors to determine whether it is reasonably certain of exercising or not exercising the option. Lease payments associated with renewal periods that the Company is reasonably certain will be exercised, if any, are included in the measurement of the corresponding lease liability and ROU asset.
The following table sets forth information related to the measurement of the Company's lease liabilities as of the dates presented:
 December 31, 2021December 31, 2020
Weighted average remaining lease term (in years)21.522.4
Weighted average discount rate6.08%6.41%
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Upon adoption of ASC 842 (see Note 2—Summary of Significant Accounting Policies), ground lease rents are no longer presented on a net basis and instead are reflected on a gross basis in the Company’s consolidated statements of operations for the years ended December 31, 2021, 2020, and 2019.
The following table sets forth the details of rent expense for the years ended December 31, 2021, 2020 and 2019:
Year ended December 31,
(in thousands)202120202019
Fixed rent expense - Ground Rent$957 $905 $911 
Fixed rent expense - Office Rent510 512 514 
Variable rent expense— — — 
Total rent expense$1,467 $1,418 $1,425 
As of December 31, 2021, future lease payments due from the Company under the ground, office and equipment operating leases where the Company is directly responsible for payment and the future lease payments due under the ground operating leases where the Company's tenants are directly responsible for payment over the next five years and thereafter were as follows:
(in thousands)Office and Equipment LeasesGround Leases
to be Paid by
the Company
Ground Leases
to be Paid
Directly by the
Company’s
Tenants
Total Future
Minimum
Base Rental
Payments
2022$518 $155 $811 $1,484 
2023525 131 485 1,141 
2024531 24 436 991 
2025538 — 356 894 
2026— — 356 356 
Thereafter— — 14,206 14,206 
Total$2,112 $310 $16,650 19,072 
Present value discount(9,637)
Lease liabilities$9,435 
The Company has adopted the short-term lease policy election and accordingly, the table above excludes future minimum base cash rental payments by the Company or its tenants on leases that have a term of less than 12 months at lease inception. The total of such future obligations is not material.
5. Long Term Debt
The following table summarizes the Company's outstanding indebtedness as of December 31, 2021 and 2020:
Principal Outstanding
Weighted Average Interest Rate (1)
(in thousands)Maturity DateDecember 31, 2021December 31, 2020December 31, 2021December 31, 2020
Unsecured term loans:
April 2019 Term LoanApril 2024$200,000 $200,000 1.3%1.4%
November 2019 Term LoanNovember 2026430,000 430,000 1.6%1.7%
Senior unsecured notesJuly 2031400,000 — 3.0%—%
Revolving Credit FacilityApril 2023144,000 18,000 1.3%1.4%
Secured borrowings:
Series 2017-1 Notes— 173,193 —%4.2%
Total principal outstanding $1,174,000 $821,193 2.0%2.1%
______________________________________________________
(1)Interest rates are presented as stated in debt agreements and do not reflect the impact of the Company's interest rate swap and lock agreements, where applicable (see Note 6—Derivative and Hedging Activities).
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The following table summarizes the scheduled principal payments on the Company’s outstanding indebtedness as of December 31, 2021:
(in thousands)April 2019 Term LoanNovember 2019 Term LoanRevolving Credit FacilitySenior Unsecured NotesTotal
2022$— $— $— $— $— 
2023— — 144,000 — 144,000 
2024200,000 — — — 200,000 
2025— — — — — 
2026— 430,000 — — 430,000 
Thereafter— — — 400,000 400,000 
Total$200,000 $430,000 $144,000 $400,000 $1,174,000 
The Company was not in default of any provisions under any of its outstanding indebtedness as of December 31, 2021 or 2020.
Revolving Credit Facility and April 2019 Term Loan
On April 12, 2019, the Company, through the Operating Partnership, entered into an amended and restated credit agreement (the “Amended Credit Agreement”) with its group of lenders, amending and restating the terms of the Company’s previous $300.0 million revolving credit facility (the “2018 Credit Facility”) to increase the maximum aggregate initial original principal amount of the revolving loans available thereunder up to $400.0 million (the “Revolving Credit Facility”) and to permit the incurrence of an additional $200.0 million in term loans thereunder (the “April 2019 Term Loan”).
The Revolving Credit Facility has a term of four years from April 12, 2019, with an extension option of up to one year exercisable by the Operating Partnership, subject to certain conditions, and the April 2019 Term Loan has a term of five years from the effective date of the amended agreement. The loans under each of the Revolving Credit Facility and the April 2019 Term Loan initially bear interest at an annual rate of applicable LIBOR plus the applicable margin (which applicable margin varies between the Revolving Credit Facility and the April 2019 Term Loan).
The applicable LIBOR is the rate with a term equivalent to the interest period applicable to the relevant borrowing. The applicable margin initially is a spread set according to a leverage-based pricing grid. At the Operating Partnership’s election, on and after receipt of an investment grade corporate credit rating from Standard & Poor’s (“S&P”) or Moody’s Investors Services, Inc. (“Moody’s”), the applicable margin will be a spread set according to the Company’s corporate credit ratings provided by S&P and/or Moody’s. The Revolving Credit Facility and the April 2019 Term Loan are freely pre-payable at any time and the Revolving Credit Facility is mandatorily payable if borrowings exceed the borrowing base or the facility limit. The Operating Partnership may re-borrow amounts paid down on the Revolving Credit Facility but not on the April 2019 Term Loan.
The Operating Partnership is required to pay revolving credit fees throughout the term of the Revolving Credit Agreement based upon its usage of the Revolving Credit Facility, at a rate which depends on its usage of such facility during the period before the Company receives an investment grade corporate credit rating from S&P or Moody’s, and which rate shall be based on the corporate credit rating from S&P and/or Moody’s after the time, if applicable, the Company receives such a rating. The Amended Credit Agreement has an accordion feature to increase, subject to certain conditions, the maximum availability of credit (either through increased revolving commitments or additional term loans) by up to $200 million.
Additionally, on November 22, 2019, the Company further amended the Amended Credit Agreement to update certain terms to be consistent with those as described under, and to acknowledge, where applicable, the November 2019 Term Loan (as defined below) and to make certain other changes to the Amended Credit Agreement consistent with market practice on future replacement of the LIBOR rate and qualified financial contracts.
The Operating Partnership is the borrower under the Amended Credit Agreement, and the Company and each of its subsidiaries that owns a direct or indirect interest in an eligible real property asset are guarantors under the Amended Credit Agreement.
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Under the terms of the Amended Credit Agreement, the Company is subject to various restrictive financial and nonfinancial covenants which, among other things, require the Company to maintain certain leverage ratios, cash flow and debt service coverage ratios, secured borrowing ratios and a minimum level of tangible net worth.
The Amended Credit Agreement restricts the Company’s ability to pay distributions to its stockholders under certain circumstances. However, the Company may make distributions to the extent necessary to maintain its qualification as a REIT under the Code. The Amended Credit Agreement contains certain additional covenants that, subject to exceptions, limit or restrict the Company’s incurrence of indebtedness and liens, disposition of assets, transactions with affiliates, mergers and fundamental changes, modification of organizational documents, changes to fiscal periods, making of investments, negative pledge clauses and lines of business and REIT qualification.
In May 2019, the Company borrowed the entire $200.0 million available under the April 2019 Term Loan and used the proceeds to repurchase, in part, notes previously issued under its Master Trust Funding Program.
The Company was in compliance with all financial covenants and was not in default on any provisions under the Amended Credit Facility as of December 31, 2021 and 2020.
The following table presents information about the Revolving Credit Facility for the years ended December 31, 2021, 2020 and 2019:
(in thousands)202120202019
Balance on Balance on January 1,$18,000 $46,000 $34,000 
Borrowings393,000 87,000 459,000 
Repayments(267,000)(115,000)(447,000)
Balance on December 31,$144,000 $18,000 $46,000 
The following table presents information about interest expense related to the Revolving Credit Facility for the periods presented:
Year ended December 31,
(in thousands)202120202019
Interest expense$1,552 $1,367 $3,416 
Amortization of deferred financing costs1,165 1,165 1,094 
Total$2,717 $2,532 $4,510 
Total deferred financing costs, net, of $1.4 million and $2.5 million related to the Revolving Credit Facility were included within rent receivables, prepaid expenses and other assets, net on the Company’s consolidated balance sheets as of December 31, 2021 and 2020, respectively.
As of December 31, 2021 and 2020, the Company had $256.0 million and $382.0 million, respectively, of unused borrowing capacity under the Revolving Credit Facility.
November 2019 Term Loan
On November 26, 2019, the Company, through the Operating Partnership, entered into a new $430 million term loan credit facility (the “November 2019 Term Loan”) with a group of lenders. The November 2019 Term Loan provides for term loans to be drawn up to an aggregate amount of $430 million with a maturity of November 26, 2026. The Company borrowed the entire $430.0 million available under the November 2019 Term Loan in separate draws in December 2019 and March 2020 and used the proceeds to voluntarily prepay notes previously issued under its Master Trust Funding Program at par, to repay amounts outstanding under the Revolving Credit Facility and for general working capital purposes.
Borrowings under the November 2019 Term Loan bear interest at an annual rate of applicable LIBOR plus the applicable margin. The applicable LIBOR will be the rate with a term equivalent to the interest period applicable to the relevant borrowing. The applicable margin will initially be a spread set according to a leverage-based pricing grid. At the Operating Partnership’s irrevocable election, on and after receipt of an investment grade corporate credit rating from S&P or Moody’s, the applicable margin will be a spread set according to the Company’s corporate credit ratings provided by S&P and/or Moody’s.
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The November 2019 Term Loan is pre-payable at any time by the Operating Partnership (as borrower), provided, that if the loans under the November 2019 Term Loan are repaid on or before November 26, 2020, they are subject to a two percent prepayment premium, and if repaid thereafter but on or before November 26, 2021, they are subject to a one percent prepayment premium. After November 26, 2021, the loans may be repaid without penalty. The Operating Partnership may not re-borrow amounts paid down on the November 2019 Term Loan. The Operating Partnership was required to pay a ticking fee on any undrawn portion of the November 2019 Term Loan for the period from November 26, 2019 through March 26, 2020, the date that the November 2019 Term Loan was fully drawn. The November 2019 Term Loan has an accordion feature to increase, subject to certain conditions, the maximum availability of the facility up to an aggregate of $500 million.
The Operating Partnership is the borrower under the November 2019 Term Loan, and the Company and each of its subsidiaries that owns a direct or indirect interest in an eligible real property asset are guarantors under the facility. Under the terms of the November 2019 Term Loan, the Company is subject to various restrictive financial and nonfinancial covenants which, among other things, require the Company to maintain certain leverage ratios, cash flow and debt service coverage ratios, secured borrowing ratios and a minimum level of tangible net worth.
Additionally, the November 2019 Term Loan restricts the Company’s ability to pay distributions to its stockholders under certain circumstances. However, the Company may make distributions to the extent necessary to maintain its qualification as a REIT under the Code. The facility contains certain covenants that, subject to exceptions, limit or restrict the Company’s incurrence of indebtedness and liens, disposition of assets, transactions with affiliates, mergers and fundamental changes, modification of organizational documents, changes to fiscal periods, making of investments, negative pledge clauses and lines of business and REIT qualification.
The Company was in compliance with all financial covenants and was not in default of any provisions under the November 2019 Term Loan as of December 31, 2021 and 2020.
The following table presents information about aggregate interest expense related to the April 2019 and November 2019 Term Loan Facilities:
Year ended December 31,
(in thousands)202120202019
Interest expense$9,819 $11,685 $4,868 
Amortization of deferred financing costs736 711 187 
Total$10,555 $12,396 $5,055 
Total deferred financing costs, net, of $3.0 million and $3.7 million as of December 31, 2021 and 2020, respectively, related to the Term Loan Facilities are included as a component of unsecured term loans, net of deferred financing costs on the Company’s consolidated balance sheets.
The Company fixed the interest rates on its term loan facilities’ variable-rate debt through the use of interest rate swap agreements. See Note 6—Derivative and Hedging Activities for additional information.
Senior Unsecured Notes
In June 2021, through its Operating Partnership, the Company completed a public offering of $400.0 million aggregate principal amount of 2.950% Senior Notes due 2031 (the "2031 Notes"), resulting in net proceeds of $396.6 million. The 2031 Notes were issued by the Operating Partnership, and the obligations of the Operating Partnership under the 2031 Notes are fully and unconditionally guaranteed on a senior basis by the Company. The 2031 Notes were issued at 99.8% of their principal amount. In connection with the June 2021 offering, the Operating Partnership incurred $4.7 million in deferred financing costs and an offering discount of $0.8 million.
The following is a summary of the senior unsecured notes outstanding as of December 31, 2021:
(dollars in thousands)
Maturity Date
Interest Payment Dates
Stated Interest Rate
Principal Outstanding
2031 Notes
July 15, 2031January 15 and July 152.95 %$400,000 
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The Company's senior unsecured notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership's option, at a redemption price equal to the sum of:
100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, up to, but not including, the redemption date; and
a make-whole premium calculated in accordance with the indenture governing the notes.
The following table presents information about interest expense related to the Company's senior unsecured notes:
(in thousands)
Year ended December, 2021
Interest expense$5,952 
Amortization of deferred financing costs and original issue discount295 
Total$6,247 
Total deferred financing costs, net, of $4.5 million related to the Company's senior unsecured notes were included within senior unsecured notes, net on the Company's consolidated balance sheet as of December 31, 2021.
The Company was in compliance with all financial covenants and was not in default of any provisions under the 2031 Notes as of December 31, 2021.
Secured Borrowings
In the normal course of business, the Company has transferred financial assets in various transactions with Special Purpose Entities (“SPE”) determined to be VIEs, which primarily consisted of securitization trusts established for a limited purpose (the “Master Trust Funding Program”). These SPEs were formed for the purpose of securitization transactions in which the Company transferred assets to an SPE, which then issued to investors various forms of debt obligations supported by those assets. In these securitization transactions, the Company typically received cash from the SPE as proceeds for the transferred assets and retained the rights and obligations to service the transferred assets in accordance with servicing guidelines. All debt obligations issued from the SPEs were non-recourse to the Company.
In accordance with the accounting guidance for asset transfers, the Company considered any ongoing involvement with transferred assets in determining whether the assets can be derecognized from the balance sheets. For transactions that did not meet the requirements for derecognition and remained on the consolidated balance sheets, the transferred assets could not be pledged or exchanged by the Company.
The Company evaluated its interest in certain entities to determine if these entities met the definition of a VIE and whether the Company was the primary beneficiary and, therefore, should consolidate the entity based on the variable interests it held both at inception and when there was a change in circumstances that required a reconsideration. The Company determined that the SPEs created in connection with its Master Trust Funding Program should be consolidated as the Company was the primary beneficiary of each of these entities. Tenant rentals received on assets transferred to SPEs under the Master Trust Funding Program were sent to the trustee and used to pay monthly principal and interest payments.
Series 2016-1 Notes
In December 2016, the Company issued its first series of notes under the Master Trust Funding Program, consisting of $263.5 million of Class A Notes and $17.3 million of Class B Notes (together, the “Series 2016-1 Notes”). These notes were issued to an affiliate of Eldridge Industries, LLC (“Eldridge”) through underwriting agents. The Series 2016-1 Notes were issued by two SPEs formed to hold assets and issue the secured borrowings associated with the securitization.
The Series 2016-1 Notes were scheduled to mature in November 2046, but the terms of the Class A Notes required principal to be paid monthly through November 2021, with a balloon repayment at that time, and the terms
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of the Class B Notes required no monthly principal payments but required the full principal balance to be paid in November 2021.
In May 2019, the Company repurchased a portion of its Class A Series 2016-1 Notes with a face value of $200 million for $201.4 million from an affiliate of Eldridge. On November 12, 2019, the Company cancelled all $200 million of these repurchased Class A Series 2016-1 Notes.
In November 2019, the Company prepaid all $70.4 million of the then outstanding Series 2016-1 Notes (consisting of the remaining $53.2 million Class A Series 2016-1 Notes and $17.2 million Class B Series 2016-1 Notes) at par plus accrued interest pursuant to the terms of the agreements related to such securities.
The Company recorded a $5.2 million loss on the repurchase and repayment of the Class A Series 2016-1 during the year end December 31, 2019, which includes the write-off of unamortized deferred financing charges and the amount paid above par to repurchase these notes.
Series 2017-1 Notes
In July 2017, the Company issued a series of notes under the Master Trust Funding Program, consisting of $232.4 million of Class A Notes and $15.7 million of Class B Notes (together, the “Series 2017-1 Notes”). The Series 2017-1 Notes were issued by three SPEs formed to hold assets and issue the secured borrowings associated with the securitization.
In February 2020, the Company voluntarily prepaid $62.3 million of the Class A Series 2017-1 Notes at par plus accrued interest pursuant to the terms of the agreements related to such securities. The Company was not subject to the payment of a make whole amount in connection with this prepayment. The Company accounted for this prepayment as a debt extinguishment. In addition, the company recorded a $0.9 million loss on repayment of secured borrowings related to the amortization of deferred financing costs on the $62.3 million voluntary prepayment of the Class A Series 2017-1 Notes during the year ended December 31, 2020.
In June 2021, the Company voluntarily prepaid the remaining $171.2 million of principal outstanding on the Series 2017-1 Notes and paid a make-whole premium of $2.5 million pursuant to the terms of the agreements related to such securities. The Company accounted for this prepayment as a debt extinguishment and recorded a $4.4 million loss on repayment of secured borrowings related to the make-whole premium payment, legal fees and amortization of deferred financing costs during the year ended December 31, 2021.
The following table presents information about interest expense related to the Master Trust Funding Program:
Year ended December 31,
(in thousands)202120202019
Interest expense$3,551 $7,619 $16,328 
Amortization of deferred financing costs312 656 1,538 
Total$3,863 $8,275 $17,866 
Total deferred financing costs, net, of $2.2 million related to the Master Trust Funding Program were included within secured borrowings, net of deferred financing costs on the Company’s consolidated balance sheets as of December 31, 2020.
The Company recorded a $4.5 million loss on repurchase and repayment of secured borrowings related to the amortization of deferred financing costs on the $62.3 million voluntary prepayment of the Class A Series 2017-1 Notes during the year ended December 31, 2021.
6. Derivative and Hedging Activities
The Company does not enter into derivative financial instruments for speculative or trading purposes. The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the
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receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
These derivatives are considered cash flow hedges and are recorded on a gross basis at fair value. Subsequent to the adoption of ASU 2017-12, assessments of hedge effectiveness are performed quarterly using either a qualitative or quantitative approach. The Company recognizes the entire change in the fair value in accumulated other comprehensive income (loss) and the change is reflected as derivative changes in fair value in the supplemental disclosures of non-cash financing activities in the consolidated statements of cash flows. The amounts recorded in accumulated other comprehensive income (loss) will subsequently be reclassified to interest expense as interest payments are made on the Company's borrowings under its variable-rate term loan facilities. During the next twelve months, the Company estimates that $8.2 million will be reclassified from accumulated other comprehensive loss as an increase to interest expense. The Company does not have netting arrangements related to its derivatives.
The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations. As of December 31, 2021 and 2020, there were no events of default related to the Company's derivative financial instruments.
The following table summarizes the notional amount at inception and fair value of these instruments on the Company's balance sheet as of December 31, 2021 and 2020 (dollar amounts in thousands):
Fair Value of Asset/(Liability)
Derivatives
Designated as
Hedging Instruments (1)
Fixed Rate Paid by
Company
Effective DateMaturity Date
Notional Value (2)
December 31, 2021December 31, 2020
Interest Rate Swap2.06%5/14/20194/12/2024$100,000 $(2,747)$(6,176)
Interest Rate Swap2.06%5/14/20194/12/202450,000 (1,374)(3,089)
Interest Rate Swap2.07%5/14/20194/12/202450,000 (1,377)(3,094)
Interest Rate Swap1.61%12/9/201911/26/2026175,000 (3,444)(11,838)
Interest Rate Swap1.61%12/9/201911/26/202650,000 (996)(3,396)
Interest Rate Swap1.60%12/9/201911/26/202625,000 (481)(1,675)
Interest Rate Swap1.36%7/9/202011/26/2026100,000 (790)(5,353)
Interest Rate Swap1.36%7/9/202011/26/202680,000 (629)(4,291)
$630,000 $(11,838)$(38,912)
 _____________________________________
(1)All interest rate swaps have a 1 month LIBOR variable rate paid by the bank.
(2)Notional value indicates the extent of the Company’s involvement in these instruments, but does not represent exposure to credit, interest rate or market risks.
The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.
In May 2021, the Company entered into a treasury rate lock agreement which was designated as a cash flow hedge associated with $330.0 million of the Company's public offering of the 2031 Notes. In June 2021, the agreement was settled in accordance with its terms. The Company recorded a deferred loss of $4.8 million from the settlement of this treasury rate lock agreement, which was recognized as a component of other comprehensive income (loss) on the Consolidated Statements of Comprehensive Income/(Loss).
The following table presents amounts recorded to accumulated other comprehensive income/loss related to derivative and hedging activities for the periods presented:
Year ended December 31,
(in thousands) 202120202019
Accumulated other comprehensive income (loss)$22,508 $(35,445)$(2,905)
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As of December 31, 2021, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $11.9 million. As of December 31, 2020, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $38.9 million. As of December 31, 2021 and 2020, there were no derivatives in a net asset position.
During the years ended December 31, 2021, 2020 and 2019, the Company recorded a loss on the change in fair value of its cash flow hedges of $10.3 million, $6.7 million and $0.1 million, respectively, which was included in interest expense in the Company's consolidated statements of operations.
As of December 31, 2021 and December 31, 2020, the Company had not posted any collateral related to these agreements and was not in breach of any provisions of such agreements. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of $11.9 million and $40.2 million as of December 31, 2021 and 2020, respectively.
7. Equity
Stockholders' Equity
In March 2019, the Company completed a follow-on offering of 14,030,000 shares of its common stock, including 1,830,000 shares of common stock purchased by the underwriters pursuant to an option to purchase additional shares, at an offering price of $17.50 per share, pursuant to a registration statement on Form S-11 (File Nos. 333-230188 and 333-230252) filed with the SEC under the Securities Act of 1933, as amended (the “Securities Act”). Net proceeds from this follow-on offering, after deducting underwriting discounts and commissions and other expenses, were $234.6 million.
In July 2019, EPRT Holdings LLC ("EPRT Holdings") and Security Benefit Life Insurance Company (together, the “Selling Stockholders”), affiliates of Eldridge Industries, LLC ("Eldridge"), completed a secondary public offering (the “Secondary Offering”) of 26,288,316 shares of the Company’s common stock, including 3,428,910 shares of common stock purchased by underwriters pursuant to an option to purchase additional shares. Prior to completion of the Secondary Offering, the Selling Stockholders exchanged 18,502,705 units of limited partner interest in the Operating Partnership ("OP Units") for a like number of shares of the Company’s common stock. The Company did not receive any proceeds from this transaction.
In January 2020, the Company completed a follow-on offering of 7,935,000 shares its common stock, including 1,035,000 shares of common stock purchased by the underwriters pursuant to an option to purchase additional shares, at an offering price of $25.20 per share. Net proceeds from this follow-on offering, after deducting underwriting discounts and commissions and other expenses, were $191.5 million.
In September 2020, the Company completed a follow-on offering of 10,120,000 shares its common stock, including 1,320,000 shares of common stock purchased by the underwriters pursuant to an option to purchase additional shares, at an offering price of $19.00 per share. Net proceeds from this follow-on offering, after deducting underwriting discounts and commissions and other expenses, were $184.1 million.
In April 2021, the Company completed a follow-on offering of 8,222,500 shares of its common stock, including 1,072,500 shares of common stock purchased by the underwriters pursuant to an option to purchase additional shares, at a public offering price of $23.50 per share. Net proceeds from this follow-on offering, after deducting underwriting discounts and commissions and other expenses, were $185.1 million.
At the Market Program
In July 2021, the Company established a new at the market common equity offering program, pursuant to which it can publicly offer and sell, from time to time, shares of its common stock with an aggregate gross sales price of up to $350 million (the “2021 ATM Program”). In connection with establishing the 2021 ATM Program, the Company terminated its prior at the market program, which it established in June 2020 (the “2020 ATM Program”), and no additional stock can be issued thereunder. Pursuant to the 2020 ATM Program, the Company could publicly offer and sell shares of its common stock with an aggregate gross sales price of up to $250 million and, prior to its termination, the Company issued common stock with an aggregate gross sales price of $166.8 million thereunder. The Company's initial ATM program was established in August 2019 (the “2019 ATM Program”) and was terminated
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in June 2020. Pursuant to the 2019 ATM Program, the Company could publicly offer and sell shares of its common stock with an aggregate gross sales price of up to $200 million and, prior to its termination, the Company issued common stock with an aggregate gross sales price of $184.4 million thereunder.
As of December 31, 2021, the Company issued common stock with an aggregate gross sales price of $188.5 million under the 2021 ATM Program and could issue additional common stock with an aggregate gross sales price of up to $161.5 million under the 2021 ATM Program. As the context requires, the 2021 ATM Program, 2020 ATM Program and 2019 ATM Program are referred to herein as the “ATM Program."
The following table details information related to activity under the ATM Program for each period presented:
Year ended December 31,
(in thousands, except share and per share data)202120202019
Shares of common stock sold10,005,890 4,499,057 7,432,986 
Weighted average sale price per share$27.58 $19.02 $23.97 
Gross proceeds$275,972 $85,559 $178,161 
Net proceeds$271,949 $84,104 $175,147 
Dividends on Common Stock
During the years ended December 31, 2021, 2020 and 2019, the Company's board of directors declared the following quarterly cash dividends on common stock: 
Date DeclaredRecord DateDate PaidDividend per Share of
Common Stock
Total Dividend (dollars in thousands)
December 3, 2021December 31, 2021January 13, 2022$0.26 $32,466 
September 2, 2021September 30, 2021October 14, 2021$0.25 $30,397 
May 27, 2021June 30, 2021July 15, 2021$0.25 $29,559 
March 5, 2021March 31, 2021April 15, 2021$0.24 $26,265 
December 3, 2020December 31, 2020January 15, 2021$0.24 $25,570 
September 4, 2020September 30, 2020October 15, 2020$0.23 $24,115 
June 11, 2020June 30, 2020July 15, 2020$0.23 $21,419 
March 18, 2020March 31, 2020April 15, 2020$0.23 $21,168 
December 6, 2019December 31, 2019January 15, 2020$0.23 $19,268 
September 6, 2019September 30, 2019October 15, 2019$0.22 $17,531 
June 5, 2019June 28, 2019July 15, 2019$0.22 $12,725 
March 7, 2019March 29, 2019April 16, 2019$0.21 $12,143 
The Company has determined that, during the years ended December 31, 2021, 2020 and 2019, approximately 69.4%, 59.0% and 58.8%, respectively, of the distributions it paid represented taxable income and 30.6%, 41.0% and 41.2%, respectively, of the distributions it paid represented return of capital for federal income tax purposes.
8. Non-controlling Interests
Essential Properties OP G.P., LLC, a wholly owned subsidiary of the Company, is the sole general partner of the Operating Partnership and holds a 1.0% general partner interest in the Operating Partnership. The Company contributes the net proceeds from issuing shares of common stock to the Operating Partnership in exchange for a number of OP Units equal to the number of shares of common stock issued.
Prior to completion of the Secondary Offering, the Selling Stockholders exchanged 18,502,705 OP Units of the Operating Partnership for a like number of shares of the Company's common stock. Concurrently, EPRT Holdings, one of the Selling Stockholders, distributed the remaining 553,847 OP Units it held to former members of EPRT Holdings (the "Non-controlling OP Unit Holders"). The Selling Stockholders thereafter sold all of the shares of common stock that they owned through the Secondary Offering and accordingly no longer owned shares of the Company's common stock or held OP Units following the completion of the Secondary Offering.
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As of December 31, 2021, the Company held 124,649,053 OP Units, representing a 99.6% limited partner interest in the Operating Partnership. As of the same date, the Non-controlling OP Unit Holders held 553,847 OP Units in the aggregate, representing a 0.4% limited partner interest in the Operating Partnership. As of December 31, 2020, the Company held 106,361,524 OP Units, representing a 99.5% limited partner interest in the Operating Partnership. As of the same date, the Non-controlling OP Unit Holders held 553,847 OP Units in the aggregate, representing a 0.5% limited partner interest in the Operating Partnership. The OP Units held by EPRT Holdings and Eldridge prior to the completion of the Secondary Offering and the OP Units held by the Non-controlling OP Unit Holders are presented as non-controlling interests in the Company's consolidated financial statements.
A holder of OP Units has the right to distributions per unit equal to dividends per share paid on the Company's common stock and has the right to redeem OP Units for cash or, at the Company's election, shares of the Company's common stock on a one-for-one basis, provided, however, that such OP Units must have been outstanding for at least one year. Distributions to OP Unit holders are declared and paid concurrently with the Company's cash dividends to common stockholders. See Note 7—Equity for details.
9. Equity Based Compensation
Equity Incentive Plan
In 2018, the Company adopted an equity incentive plan (the “Equity Incentive Plan”), which provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock awards, performance awards and LTIP units. Officers, employees, non-employee directors, consultants, independent contractors and agents who provide services to the Company or to any subsidiary of the Company are eligible to receive such awards. A maximum of 3,550,000 shares may be issued under the Equity Incentive Plan, subject to certain conditions.
The following table presents information about the Company's restricted stock awards ("RSAs"), restricted stock units ("RSUs"), Class B Units and Class D Units during the years ended December 31, 2021, 2020 and 2019:
Restricted Stock Awards
Restricted Stock UnitsClass B UnitsClass D Units
SharesWtd. Avg. Grant Date Fair ValueUnitsWtd. Avg. Grant Date Fair Value
Unvested, January 1, 2019691,290 $13.68 — $— 5,230 1,800 
Granted46,368 14.12 100,814 22.80 — — 
Vested(244,957)13.69 — — (5,230)(1,800)
Forfeited— — — — — — 
Unvested, December 31, 2019492,701 $13.72 100,814 $22.80 — — 
Unvested, January 1, 2020492,701 $13.72 100,814 $22.80 — — 
Granted3,658 15.68 269,017 24.99 — — 
Vested(255,761)13.73 (42,658)21.00 — — 
Forfeited— — (5,571)— — — 
Unvested, December 31, 2020240,598 $13.73 321,602 $25.27 — — 
Unvested, January 1, 2021240,598 $13.73 321,602 $25.27 — — 
Granted— — 213,686 31.78 — — 
Vested(221,694)13.70 (72,879)18.83 — — 
Forfeited— — (7,717)23.52 — — 
Unvested, December 31, 202118,904 $14.12 454,692 $29.39 — — 
Restricted Stock Awards
On June 25, 2018, an aggregate of 691,290 shares of RSAs were issued to the Company's directors, executive officers and other employees under the Equity Incentive Plan. These RSAs vested over periods ranging
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from one year to three years from the date of grant, subject to the individual recipient's continued provision of service to the Company through the applicable vesting dates.
In January 2019, RSAs relating to an aggregate of 46,368 shares of unvested restricted common stock were granted to the Company's executive officers, other employees and an external consultant under the Equity Incentive Plan. These RSAs vest over periods ranging from one year to four years from the date of grant, subject to the individual recipient's continued provision of service to the Company through the applicable vesting dates. In June 2020, additional RSAs relating to an aggregate of 3,658 shares of unvested restricted common stock were granted to certain members of the Company's board of directors which vested immediately upon grant. The Company estimates the grant date fair value of RSAs granted under the Equity Incentive Plan using the average market price of the Company's common stock on the date of grant.
The following table presents information about the Company's RSAs for the periods presented: 
Year ended December 31,
(in thousands)202120202019
Compensation cost recognized in general and administrative expense$1,548 $3,405 $3,394 
Dividends declared on unvested RSAs and charged directly to distributions in excess of cumulative earnings70 279 486 
Fair value of shares vested during the period3,037 3,512 3,354 
The following table presents information about the Company's RSAs as of the dates presented: 
December 31,
(Dollars in thousands)20212020
Total unrecognized compensation cost$130 $1,678 
Weighted average period over which compensation cost will be recognized (in years)1.00.7
Restricted Stock Units
In January 2019 and 2020 and February 2021, the Company issued target grants of 119,085, 84,684, and 126,353 performance-based RSUs, respectively, to certain of the Company's employees under the Equity Incentive Plan. Of these awards, 75% are non-vested RSUs for which vesting percentages and the ultimate number of units vesting will be calculated based on the total shareholder return ("TSR") of the Company's common stock as compared to the TSR of peer companies identified in the grant agreements. The payout schedule can produce vesting percentages ranging from 0% to 250%. TSR will be calculated based upon the average closing price for the 20-trading day period ending December 31, 2021 (for the 2019 grants), December 31, 2022 (for the 2020 grants) or December 31, 2023 (for the 2021 grants), divided by the average closing price for the 20-trading day period ended January 1, 2019 (for the 2019 grants), January 1, 2020 (for the 2020 grants) or January 1, 2021 (for the 2021 grants). The target number of units is based on achieving a TSR equal to the 50th percentile of the peer group. The Company recorded expense on these TSR RSUs based on achieving the target.
The grant date fair value of the TSR RSUs was measured using a Monte Carlo simulation model based on the following assumptions:
Grant Year
202120202019
Volatility
55%
20%
18%
Risk free rate
0.20%
1.61%
2.57%
The remaining 25% of these performance-based RSUs vest based on the Compensation Committee's subjective evaluation of the individual recipient's achievement of certain strategic objectives. In May 2020, the Compensation Committee evaluated and subjectively awarded 7,596 of these RSUs to a former executive officer of the Company, which vested immediately. As of December 31, 2021, the Compensation Committee had not identified specific performance targets relating to the individual recipients' achievement of strategic objectives for the remainder of the subjective awards. As such, these awards do not have either a service inception or a grant date for
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GAAP accounting purposes and the Company recorded no compensation cost with respect to this portion of the performance-based RSUs during the years ended December 31, 2021, 2020 and 2019.
In June 2019 and 2020, the Company issued 11,500 and 26,817 RSUs, respectively, to the Company's independent directors. These awards vested in full on the earlier of one year from the grant date or the first annual meeting of stockholders that occurs after the grant date, to the individual recipient's continued provision of service to the Company through the applicable vesting date. The Company estimated the grant date fair value of these RSUs using the average market price of the Company's common stock on the date of grant.
During the year ended 2020, the Company issued an aggregate 157,943 RSUs to the Company’s executive officers, other employees and directors under the Equity Incentive Plan. These awards vest over a period of up to four years from the date of grant, subject to the individual recipient’s continued provision of service to the Company through the applicable vesting dates.
During the year ended December 31, 2021, the Company issued an aggregate 118,921 RSUs to the Company’s executive officers, other employees and directors under the Equity Incentive Plan. These awards vest over a period of up to four years from the date of grant, subject to the individual recipient’s continued provision of service to the Company through the applicable vesting dates.
A portion of the RSUs that vested in 2021 were net share settled such that the Company withheld shares with a value equal to the relevant employee's income and employment tax obligations with respect to the vesting and remitted a cash payment to the appropriate taxing authorities.
The following table presents information about the Company's RSUs for the periods presented:
Year ended December 31,
(in thousands)202120202019
Compensation cost recognized in general and administrative expense$4,135 $2,672 $714 
Dividend equivalents declared and charged directly to distributions in excess of cumulative earnings241 125 
Fair value of units vested during the period1,372 896 — 
The following table presents information about the Company's RSUs as of the dates presented:
December 31,
(Dollars in thousands)20212020
Total unrecognized compensation cost$7,735 $5,261 
Weighted average period over which compensation cost will be recognized (in years)2.32.4
Unit-Based Compensation
In 2017, the Company's predecessor approved and issued unvested Class B and Class D units equity interests to members of the Company's management team, the predecessor's board of managers and external unitholders. Following the completion of formation transactions prior to the Company's IPO, the Class B and Class D unit holders continued to hold vested and unvested interests in EPRT Holdings and, indirectly, the OP Units held by EPRT Holdings.
On July 22, 2019, in conjunction with the completion of the Secondary Offering, 3,520 previously unvested Class B units and 1,200 previously unvested Class D units in EPRT Holdings automatically vested in accordance with the terms of the grant agreements, which represented all of the remaining outstanding unvested Class B and Class D units. Due to this accelerated vesting, the Company recorded all remaining unrecognized compensation cost on the Class B and Class D units to general and administrative expenses in its consolidated statements of operations during the year ended December 31, 2019.
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The following table presents information about the Class B and Class D units for the periods presented: 
 Year ended December 31,
(in thousands)202120202019
Compensation cost recognized in general and administrative expense$— $— $2,162 
Fair value of units vested during the period— — 2,283 
10. Net Income Per Share
The Company computes net income per share pursuant to the guidance in FASB ASC Topic 260, Earnings Per Share. The guidance requires the classification of the Company’s unvested restricted common stock and units, which contain rights to receive non-forfeitable dividends or dividend equivalents, as participating securities requiring the two-class method of computing net income per share. Diluted net income per share of common stock further considers the effect of potentially dilutive shares of common stock outstanding during the period, including the assumed vesting of restricted share units with a market-based or service-based vesting condition, where dilutive. The OP Units held by non-controlling interests represent potentially dilutive securities as the OP Units may be redeemed for cash or, at the Company’s election, exchanged for shares of the Company’s common stock on a one-for-one basis.
The following is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income per share (dollars in thousands):
Year ended December 31,
(dollar amounts in thousands)202120202019
Numerator for basic and diluted earnings per share:
Net income$96,211 $42,528 $48,025 
Less: net income attributable to non-controlling interests(486)(255)(6,181)
Less: net income allocated to unvested restricted common stock and RSUs(311)(404)(493)
Net income available for common stockholders: basic95,414 41,869 41,351 
Net income attributable to non-controlling interests486 255 6,181 
Net income available for common stockholders: diluted$95,900 $42,124 $47,532 
Denominator for basic and diluted earnings per share:
Weighted average common shares outstanding116,479,322 95,664,071 64,714,087 
Less: weighted average number of shares of unvested restricted common stock(121,263)(353,036)(610,029)
Weighted average shares outstanding used in basic net income per share116,358,059 95,311,035 64,104,058 
Effects of dilutive securities: (1)
OP Units553,847 553,847 10,793,700 
Unvested restricted common stock and RSUs554,432 332,823 412,138 
Weighted average shares outstanding used in diluted net income per share117,466,338 96,197,705 75,309,896 
_____________________________________
(1)For the year ended December 31, 2020, excludes the impact of 124,295 unvested restricted stock units, respectively, as the effect would have been antidilutive.
11. Commitments and Contingencies
As of December 31, 2021, the Company had remaining future commitments, under mortgage notes, reimbursement obligations or similar arrangements, to fund $64.5 million to its tenants for development, construction and renovation costs related to properties leased from the Company.
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Litigation and Regulatory Matters
In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no material legal or regulatory proceedings pending or known to be contemplated against the Company or its properties.
Environmental Matters
In connection with the ownership of real estate, the Company may be liable for costs and damages related to environmental matters. As of December 31, 2021, the Company had not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the Company's business, financial condition, results of operations or liquidity.
Defined Contribution Retirement Plan
The Company has a defined contribution retirement savings plan qualified under Section 401(a) of the Code (the "401(k) Plan"). The 401(k) Plan is available to all of the Company's full-time employees. The Company provides a matching contribution in cash equal to 100% of the first 5% of eligible compensation contributed by participants which vests immediately.
The following table presents the matching contributions made by the Company for the years ended December 31, 2021, 2020 and 2019:
Year ended December 31,
(in thousands)202120202019
401(k) matching contributions$205 $165 $150 
Employment Agreements
The Company has employment agreements with its executive officers. These employment agreements have an initial term of four years, with automatic one-year extensions unless notice of non-renewal is provided by either party. These agreements provide for initial annual base salaries and an annual performance bonus. If an executive officer's employment terminates under certain circumstances, the Company would be liable for any annual performance bonus awarded for the year prior to termination, to the extent unpaid, continued payments equal to 12 months of base salary, monthly reimbursement for 12 months of COBRA premiums, and under certain situations, a pro rata bonus for the year of termination.
12. Fair Value Measurements
GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring financial instruments at fair value. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs.  
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures regularly and, depending on various factors, it is possible that an asset or liability may be classified differently from period to period. However, the Company expects that changes in classifications between levels will be rare.
In addition to the disclosures for assets and liabilities required to be measured at fair value at the balance sheet date, companies are required to disclose the estimated fair values of all financial instruments, even if they are not presented at their fair value on the consolidated balance sheet. The fair values of financial instruments are estimates based upon market conditions and perceived risks at December 31, 2021 and 2020. These estimates require management's judgment and may not be indicative of the future fair values of the assets and liabilities.
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Financial assets and liabilities for which the carrying values approximate their fair values include cash and cash equivalents, restricted cash, accounts receivable included within prepaid expenses and other assets, dividends payable and accrued liabilities and other payables. Generally, these assets and liabilities are short term in duration and their carrying value approximates fair value on the consolidated balance sheets.
The estimated fair values of the Company's fixed‑rate loans receivable have been derived based on primarily unobservable market inputs such as interest rates and discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. These measurements are classified as Level 3 within the fair value hierarchy. The Company believes the carrying value of its fixed-rate loans receivable approximates fair value as of December 31, 2021 and 2020.
The estimated fair values of the Company's borrowings under the Revolving Credit Facility, the April 2019 Term Loan and the November 2019 Term Loan have been derived based on primarily unobservable market inputs such as interest rates and discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. These measurements are classified as Level 3 within the fair value hierarchy. The Company believes the carrying value of its borrowings under the Revolving Credit Facility, the April 2019 Term Loan and the November 2019 Term Loan as of December 31, 2021 and 2020 approximate fair value.
The estimated fair value of the Company's indebtedness under its senior unsecured notes has been based primarily on quoted prices in active markets that the Company has the ability to access at the measurement date. The measurement is classified as Level 1 within the fair value hierarchy. As of December 31, 2021, the Company's senior unsecured notes had an aggregate carrying value of $400.0 million (excluding the net deferred financing cost of $4.5 million and net discount of $0.8 million) and an estimated fair value of $400.6 million.
The estimated fair values of the Company's secured borrowings have been derived based on primarily unobservable market inputs such as interest rates and discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. These measurements are classified as Level 3 within the fair value hierarchy. As of December 31, 2021, the Company's had no secured borrowings. As of December 31, 2020, the Company's secured borrowings had an aggregate carrying value of $173.2 million (excluding net deferred financing costs of $2.2 million) and an estimated fair value of $176.4 million.
The Company measures its derivative financial instruments at fair value on a recurring basis. The fair values of the Company's derivative financial instruments were determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of the derivative financial instrument. This analysis reflected the contractual terms of the derivative, including the period to maturity, and used observable market-based inputs, including interest rate market data and implied volatilities in such interest rates. While it was determined that the majority of the inputs used to value the derivatives fall within Level 2 of the fair value hierarchy under authoritative accounting guidance, the credit valuation adjustments associated with the derivatives also utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default. However, as of December 31, 2021 and 2020, the significance of the impact of the credit valuation adjustments on the overall valuation of the derivative financial instruments was assessed and it was determined that these adjustments were not significant to the overall valuation of the derivative financial instruments. As a result, it was determined that the derivative financial instruments in their entirety should be classified in Level 2 of the fair value hierarchy. As of December 31, 2021 and 2020, the Company estimated the fair value of its interest rate swap contracts to be an $11.8 million liability and $38.9 million liability, respectively.
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The Company measures its real estate investments at fair value on a nonrecurring basis. The fair values of these real estate investments were determined using the following input levels as of the dates presented: 
 Net
Carrying
 Fair Value Measurements Using Fair
Value Hierarchy
(in thousands)ValueFair ValueLevel 1Level 2Level 3
December 31, 2021     
Non-financial assets:     
Long-lived assets$— $— $— $— $— 
December 31, 2020
Non-financial assets:
Long-lived assets$4,754 $4,754 $— $— $4,754 
13. Related-Party Transactions
During the year ended December 31, 2019, an affiliate of Eldridge provided certain treasury and information technology services to the Company. The Company incurred a de minimis amount of expense for these services during the year ended December 31, 2019, which is included in general and administrative expense in the Company’s consolidated statements of operations. No such services were provided to the Company during the years ended December 31, 2021 and 2020.
In May 2019, the Company repurchased a portion of its Class A Series 2016-1 Notes with a face value of $200 million for $201.4 million from an affiliate of Eldridge. See Note 5—Long Term Debt for additional information.
14. Subsequent Events
The Company has evaluated all events and transactions that occurred after December 31, 2021 through the filing of this Annual Report on Form 10-K and determined that there have been no events that have occurred that would require adjustment to disclosures in the consolidated financial statements except as disclosed below.
Employment Agreement
In January 2022, the Company entered into an amended and restated employment agreement (the “Amended and Restated Employment Agreement”) with its President and Chief Executive Officer (the "Executive Officer"), effective as of January 1, 2022.
The Amended and Restated Employment Agreement provides for an initial term of five years (through December 31, 2026) with automatic one-year extension periods absent prior written notice electing not to extend the agreement. Among other things, the Amended and Restated Employment Agreement provides for an annual base salary, annual performance bonus to be paid by the Company to the Executive Officer and the Executive Officer will continue to be eligible to participate in the Company’s annual long-term incentive program. In addition, the Amended and Restated Employment Agreement provides for a one-time retention equity award to be issued to the Executive Officer. See the Equity Awards section below for further details.
Equity Awards
In connection with the Amended and Restated Employment Agreement, in January 2022 the Company issued: (i) 34,686 shares of unvested RSUs to the Executive Officer under the Equity Incentive Plan which vest in 50% increments on each of the four-year and five-year anniversary of the grant date, subject to the Executive Officer's continued service through the applicable vesting date and (ii) 69,372 performance-based RSUs (at target) to the Executive Officer under the Equity Incentive Plan, with vesting based on the Company’s adjusted funds from operations performance over a four-year performance period, and the opportunity to earn up to 200% payout of the target award based on such performance. To the extent the performance goals are achieved, these performance-based RSUs will vest in 50% increments on each of the four-year and five-year anniversary of the grant date, subject to the Executive Officer's continued service through the applicable vesting date.
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In January and February 2022, the Company issued an aggregate of 70,889 shares of unvested RSUs to the Company’s executive officers and other employees under the Equity Incentive Plan. These awards vest over a period of up to four years from the date of grant, subject to the individual recipient’s continued provision of service to the Company through the applicable vesting dates.
In February 2022, the Company issued an aggregate of 66,333 performance-based RSUs to the Company's executive officers under the Equity Incentive Plan. These are non-vested share awards and 75% of the award shall vest based on the Company's TSR as compared to the TSR of 10 peer companies and 25% of the award shall vest based on the compensation committee's subjective evaluation of the achievement of strategic objectives deemed relevant by the committee. The performance schedule can produce vesting percentages ranging from 0% to 250%. TSR will be calculated based upon the average closing price for the 20-trading day period ending December 31, 2021, divided by the average closing price for the 20-trading day period ending December 31, 2024.
Credit Facility Amendment
In February 2022, the Company entered into an amendment to the Amended Credit Agreement, dated April 12, 2019, and, pursuant to such amendment, among other things, the availability of extensions of credit under the Revolving Credit Facility was increased to $600.0 million, the accordion feature was increased to $600.0 million, the borrowing base limitation on borrowings thereunder was removed, the applicable margin with respect to borrowings under the Revolving Credit Facility was reduced and the LIBOR reference rate was replaced with reference to the Adjusted Term SOFR rate, consistent with market practice.
Subsequent Acquisition and Disposition Activity
Subsequent to December 31, 2021, the Company acquired 29 real estate properties with an aggregate investment (including acquisition costs) of $128.3 million and invested $4.3 million in new and ongoing construction in progress and reimbursements to tenants for development, construction and renovation costs. In addition, the Company invested $4.0 million in mortgage loans receivable subsequent to December 31, 2021.
Subsequent to December 31, 2021, the Company sold or transferred its investment in 4 real estate properties for an aggregate gross sales price of $7.0 million and incurred approximately $20,000 of disposition costs related to these transactions.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
As of the end of the period covered by this Annual Report on Form 10-K, our management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer,  the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective in providing reasonable assurance of compliance.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles in the United States. Due to inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness of the internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate. Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual Report on Form 10-K based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations (2013 Framework) (COSO). Based on such evaluation, our management concluded that our internal control over financial reporting was effective as of the end of the period covered by this Annual Report on Form 10-K.
The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report which is presented in this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Item 9B. Other Information.
On February 10, 2022, through our Operating Partnership, we entered into an amendment to our Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, as Administrative Agent, Barclays Bank PLC, as Existing Agent, and the lenders party thereto, relating to our Revolving Credit Facility and our April 2019 Term Loan. Among other things, the amendment provides for revolving loans of up to $600.0 million, with a scheduled maturity of the Revolving Credit Facility of February 10, 2026. The $200.0 million April 2019 Term Loan matures on April 12, 2024. The Revolving Credit Facility and the April 2019 Term Loan initially bear interest at an annual rate of applicable Adjusted Term SOFR plus an applicable margin. For more information about this amendment, see “ "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Description of Certain Debt.”
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information concerning our directors and executive officers required by Item 10 will be included in the Proxy Statement to be filed relating to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 11. Executive Compensation.
The information concerning our executive compensation required by Item 11 will be included in the Proxy Statement to be filed relating to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information concerning our security ownership of certain beneficial owners and management and related stockholder matters (including equity compensation plan information) required by Item 12 will be included in the Proxy Statement to be filed relating to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information concerning certain relationships, related transactions and director independence required by Item 13 will be included in the Proxy Statement to be filed relating to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information concerning our principal accounting fees and services required by Item 14 will be included in the Proxy Statement to be filed relating to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.
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PART IV

Item 15. Exhibits, Financial Statement Schedules.
(a)(1) and (2) The following financial statements and financial statement schedules are filed as part of this Annual Report on Form 10-K.
Financial Statements. (see Item 8)
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019
Notes to Consolidated Financial Statements
Financial Statement Schedules. (see schedules beginning on page F-1) 
Schedule III - Real Estate and Accumulated Depreciation
Schedule IV - Mortgage Loans on Real Estate
All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.
(b)Exhibits. The following exhibits are included or incorporated by reference in this Annual Report on Form 10-K (and are numbered in accordance with Item 601 of Regulation S-K).
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Exhibit
Number
Description
Articles of Amendment and Restatement of Essential Properties Realty Trust, Inc., dated as of June 19, 2018 (Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed on February 28, 2019)
Certificate of Correction to the Articles of Amendment and Restatement of Essential Properties Realty Trust, Inc., dated as of February 27, 2019 (Incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K filed on February 28, 2019)
Certificate of Notice, dated August 8, 2019 (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on August 8, 2019)
Certificate of Notice, dated February 28, 2020 (Incorporated by reference to Exhibit 3.4 to the Company's Annual Report on Form 10-K filed on March 2, 2020
Amended and Restated Bylaws of Essential Properties Realty Trust, Inc. (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on November 16, 2020)
Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-11 filed on May 25, 2018)
Description of the Company's Common Stock, $0.01 par value (Incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed on February 23, 2021)
Indenture, dated as of June 28, 2021, among Essential Properties, L.P., Essential Properties Realty Trust, Inc. and U.S. Bank National Association, as trustee, including the form of the Guarantee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 28, 2021).
First Supplemental Indenture, dated as of June 28, 2021, among Essential Properties, L.P., Essential Properties Realty Trust, Inc. and U.S. Bank National Association, as trustee, including the form of the Notes (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 28, 2021)
Agreement of Limited Partnership of Essential Properties, L.P. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 26, 2018)
Amended and Restated Credit Agreement, dated as of April 12, 2019, among the Company, the Operating Partnership, the several lenders from time to time parties thereto, Barclays Bank PLC, as administrative agent, and Citigroup Global Markets Inc. and Bank of America, N.A., as co-syndication agents (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 18, 2019)
First Amendment to Amended and Restated Credit Agreement, dated November 22, 2019, among the Company, the Operating Partnership, Barclays Bank PLC, as administrative agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on November 27, 2019)
Second Amendment to Amended and Restated Credit Agreement, dated February 10, 2022, among the Company, the Operating Partnership, Wells Fargo Bank, National Association, as administrative agent, Barclays Bank PLC, as existing agent, and the lenders party thereto
Credit Agreement, dated as of November 26, 2019, among the Company, the Operating Partnership, the several lenders from time to time parties thereto, Capital One, National Association, as administrative agent, Suntrust Robinson Humphrey, Inc. and Mizuho Bank Ltd., as co-syndication agents, and Chemical Bank, a division of TCF National Bank, as documentation agent (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 27, 2019)
Employment Agreement, effective as of January 1, 2022, by and between Essential Properties Realty Trust, Inc. and Peter M. Mavoides (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 6, 2022)
Employment Agreement between Essential Properties Realty Trust, Inc. and Gregg A. Seibert, effective as of June 25, 2018 (Incorporated by reference to Exhibit 10.16 to the Company's Current Report on Form 8-K filed on June 26, 2018)
Essential Properties Realty Trust, Inc. 2018 Incentive Award Plan, effective as of June 19, 2018 (Incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K filed on June 26, 2018)
Employment Agreement between Essential Properties Realty Trust, Inc. and Mark E. Patten, effective as of August 10, 2020 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 7, 2020)
120


Exhibit
Number
Description
Form of Indemnification Agreement between Essential Properties Realty Trust, Inc. and each of its directors and executive officers (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 7, 2020)
Letter from Ernst & Young LLP (Incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on March 30, 2021).
Subsidiaries of the Company
List of Guarantors and Subsidiary Issuers of Guaranteed Securities
Consent of Grant Thornton LLP
Consent of Ernst & Young LLP
Power of Attorney (set forth on the signature page to this Annual Report on Form 10-K)
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*XBRL Instance Document
101.SCH*XBRL Taxonomy Extension Schema Document
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*XBRL Taxonomy Extension Label Linkbase Document
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document
104*Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
*Filed herewith.
**Furnished herewith.
Indicates management contract or compensatory plan.
Item 16. Form 10-K Summary
None
121


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  ESSENTIAL PROPERTIES REALTY TRUST, INC.
       
Date:February 16, 2022By:/s/ Peter M. Mavoides
   Peter M. Mavoides
   President and Chief Executive Officer
   (Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Peter M. Mavoides and Mark E. Patten, and each of them singly, his or her true and lawful attorneys with full power to them, and each of them singly, to sign for each of the undersigned and in his or her name in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Essential Properties Realty Trust, Inc. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission in connection therewith.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
122


Name Title Date
     
/s/ Peter M. Mavoides Director, President and Chief Executive Officer February 16, 2022
Peter M. Mavoides (Principal Executive Officer)  
     
/s/ Mark E. Patten 
Executive Vice President, Treasurer and Chief Financial Officer
 February 16, 2022
Mark E. Patten (Principal Financial Officer)  
     
/s/ Timothy J. Earnshaw  Senior Vice President and Chief Accounting Officer February 16, 2022
Timothy J. Earnshaw (Principal Accounting Officer)  
     
/s/ Paul T. Bossidy Director February 16, 2022
Paul T. Bossidy    
     
/s/ Joyce DeLucca Director February 16, 2022
Joyce DeLucca    
     
/s/ Scott A. Estes Director February 16, 2022
Scott A. Estes    
     
/s/ Lawrence J. Minich Director February 16, 2022
Lawrence J. Minich    
     
/s/ Heather Leed Neary Director February 16, 2022
Heather Leed Neary    
     
/s/ Stephen D. Sautel Director February 16, 2022
Stephen D. Sautel    
     
/s/ Janaki Sivanesan Director February 16, 2022
Janaki Sivanesan    

123


ESSENTIAL PROPERTIES REALTY TRUST, INC. AND ESSENTIAL PROPERTIES REALTY TRUST, INC. PREDECESSOR
Schedule III - Real Estate and Accumulated Depreciation
As of December 31, 2021
(Dollar amounts in thousands)
Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
 
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year ConstructedDate Acquired
Tenant IndustryCityStateLand & ImprovementsBuilding & ImprovementsLand & Improvements Building & Improvements Land & ImprovementsBuilding & ImprovementsTotal
Restaurants - Quick ServiceAlexander CityAL$184 $242 $—  $—  $184 $242 $426 $54 19876/16/2016
Restaurants - Quick ServiceZanesvilleOH397 277 —  —  397 277 674 53 19886/16/2016
Restaurants - Quick ServiceBellevilleIL314 369 —  —  314 369 683 75 19886/16/2016
Restaurants - Quick ServiceGrand RapidsMI177 346 —  —  177 346 523 72 19896/16/2016
Restaurants - Quick ServicePetalumaCA467 533 —  —  467 533 1,000 109 19926/16/2016
Restaurants - Quick ServiceClarkesvilleGA178 — —  —  178 — 178 — 19926/16/2016
Restaurants - Quick ServicePhiladelphiaPA485 626 —  —  485 626 1,111 133 19806/16/2016
Other ServicesNashvilleTN332 106 —  —  332 106 438 43 19926/16/2016
Restaurants - Quick ServiceRuskinFL641 — —  —  641 — 641 — 19936/16/2016
Restaurants - Quick ServiceBrownsvilleTX561 474 —  —  561 474 1,035 104 19956/16/2016
Restaurants - Family DiningPalantineIL926 354 — —  926 354 1,280 99 19906/16/2016
Restaurants - Family DiningLaGrangeIL446 851 — 751  446 1,602 2,048 167 19906/16/2016
Restaurants - Family DiningJacksonvilleFL1,086 957 (620)(f)(386)(f)466 571 1,037 257 19976/16/2016
Restaurants - Casual DiningCorpus ChristiTX1,160 — —  —  1,160 — 1,160 — 20156/16/2016
Restaurants - Casual DiningCentennialCO1,593 3,400 —  —  1,593 3,400 4,993 523 19936/16/2016
Restaurants - Quick ServiceRedfordMI468 567 —  —  468 567 1,035 115 19986/16/2016
Other ServicesLandrumSC214 87 —  —  214 87 301 29 19926/16/2016
Restaurants - Family DiningVirginia BeachVA90 192 —  —  90 192 282 220 19976/16/2016
Restaurants - Casual DiningThomasvilleGA903 233 —  600  903 833 1,736 166 19996/16/2016
Restaurants - Casual DiningGrapevineTX1,385 977 —  —  1,385 977 2,362 205 19996/16/2016
Restaurants - Family DiningPlanoTX207 424 —  —  207 424 631 466 19986/16/2016
Restaurants - Family DiningCoon RapidsMN635 856 —  —  635 856 1,491 177 19916/16/2016
Restaurants - Family DiningMankatoMN700 585 —  —  700 585 1,285 152 19926/16/2016
Restaurants - Casual DiningOmahaNE465 1,184 (203)(f)(498)(f)262 686 948 166 19796/16/2016
Restaurants - Family DiningMerrillvilleIN797 322 —  125  797 447 1,244 68 19776/16/2016
Restaurants - Family DiningAppletonWI441 590 —  —  441 590 1,031 138 19776/16/2016
Restaurants - Family DiningSt. JosephMO559 371 —  —  559 371 930 99 19786/16/2016
Restaurants - Family DiningGladstoneMO479 783 —  —  479 783 1,262 155 19796/16/2016
Restaurants - Family DiningBrainerdMN761 547 —  —  761 547 1,308 127 19906/16/2016
Restaurants - Family DiningCedar RapidsIA804 563 —  —  804 563 1,367 126 19946/16/2016
Restaurants - Family DiningBrooklyn ParkMN725 693 —  —  725 693 1,418 160 19976/16/2016
Restaurants - Quick ServicePontiacMI316 423 —  —  316 423 739 96 20036/16/2016
Restaurants - Quick ServiceTroyMI674 — —  —  674 — 674 — 19846/16/2016
Restaurants - Quick ServiceClayNY129 413 1,654  —  1,783 413 2,196 542 19916/16/2016
Restaurants - Quick ServiceBunaTX152 138 —  —  152 138 290 33 19766/16/2016
Restaurants - Quick ServiceCarthageTX111 239 —  —  111 239 350 50 19756/16/2016
Restaurants - Quick ServiceDaytonTX195 174 — — 195 174 369 38 19696/16/2016
Restaurants - Quick ServiceDibollTX92 177 — 92 177 269 38 19906/16/2016
Restaurants - Quick ServiceHuntingtonTX120 180 — — 120 180 300 49 19806/16/2016
Restaurants - Quick ServiceHuntsvilleTX120 290 — — 120 290 410 54 19856/16/2016
Restaurants - Quick ServiceJasperTX111 209 — — 111 209 320 43 19926/16/2016
Restaurants - Quick ServiceKountzeTX120 290 — — 120 290 410 54 19956/16/2016
Restaurants - Quick ServiceRuskTX129 142 — — 129 142 271 37 19896/16/2016
Restaurants - Quick ServiceSour LakeTX204 114 — — 204 114 318 33 19786/16/2016
Restaurants - Quick ServiceVernonCT155 208 — — 155 208 363 86 19836/16/2016
Restaurants - Quick ServiceBattle CreekMI114 690 — — 114 690 804 120 19696/16/2016
Restaurants - Quick ServiceClioMI350 889 — — 350 889 1,239 164 19916/16/2016
Restaurants - Quick ServiceCharlotteMI190 722 — — 190 722 912 124 19916/16/2016
F-1


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year ConstructedDate Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Restaurants - Quick ServiceSt. JohnsMI$218 $403 $— $— $218 $403 $621 $94 19916/16/2016
Automotive ServiceBurnsvilleMN734 309 180 25 914 334 1,248 111 19736/16/2016
Restaurants - Family DiningAlbert LeaMN337 463 — — 337 463 800 115 19756/16/2016
Restaurants - Family DiningCrystalMN821 178 — — 821 178 999 69 19756/16/2016
Restaurants - Casual DiningWest MonroeLA343 94 — — 343 94 437 31 19886/16/2016
Restaurants - Quick ServiceGreenfieldWI556 789 — — 556 789 1,345 154 19836/16/2016
Restaurants - Quick ServiceRedfordMI479 — — — 479 — 479 — 19816/16/2016
Restaurants - Quick ServiceBridgeportMI309 619 — — 309 619 928 139 19896/16/2016
Restaurants - Quick ServiceBirminghamAL261 780 — — 261 780 1,041 136 20006/16/2016
Restaurants - Quick ServiceOneontaAL220 485 — — 220 485 705 88 19936/16/2016
Restaurants - Quick ServiceUnion CityGA416 746 — — 416 746 1,162 135 19766/16/2016
Restaurants - Quick ServiceMariettaGA214 618 — — 214 618 832 107 19796/16/2016
Restaurants - Quick ServiceVicksburgMS203 627 — — 203 627 830 108 19796/16/2016
Restaurants - Quick ServiceRiverdaleGA309 584 — — 309 584 893 105 19786/16/2016
Restaurants - Quick ServiceSnellvilleGA242 484 — — 242 484 726 92 19816/16/2016
Restaurants - Quick ServiceTrussvilleAL243 480 — — 243 480 723 88 19966/16/2016
Restaurants - Quick ServiceForest ParkGA233 341 — — 233 341 574 61 19886/16/2016
Restaurants - Quick ServiceDecaturGA239 714 — — 239 714 953 123 19826/16/2016
Restaurants - Quick ServiceMonroeGA302 733 — — 302 733 1,035 130 19856/16/2016
Restaurants - Quick ServiceDecaturGA292 463 — — 292 463 755 78 19836/16/2016
Restaurants - Quick ServiceColumbiaSC241 461 — — 241 461 702 92 19816/16/2016
Restaurants - Quick ServiceDecaturGA302 721 — — 302 721 1,023 128 19866/16/2016
Restaurants - Quick ServiceConyersGA330 767 — — 330 767 1,097 138 19826/16/2016
Restaurants - Quick ServiceStockbridgeGA396 771 — — 396 771 1,167 131 19756/16/2016
Restaurants - Quick ServiceLawrencevilleGA306 550 — — 306 550 856 107 19886/16/2016
Restaurants - Quick ServiceLithoniaGA290 606 — — 290 606 896 105 19796/16/2016
Restaurants - Quick ServiceTuckerGA339 586 — — 339 586 925 106 19766/16/2016
Restaurants - Quick ServiceCovingtonGA379 722 — — 379 722 1,101 132 19796/16/2016
Restaurants - Quick ServiceColumbusGA174 442 — — 174 442 616 79 19876/16/2016
Restaurants - Quick ServiceTupeloMS731 329 — — 731 329 1,060 73 20006/16/2016
Restaurants - Quick ServiceNew AlbanyMS295 346 — — 295 346 641 65 19936/16/2016
Restaurants - Quick ServiceParkersburgWV185 570 — — 185 570 755 104 19766/16/2016
Restaurants - Quick ServiceAshlandKY279 858 — — 279 858 1,137 157 19796/16/2016
Restaurants - Quick ServiceHuntingtonWV223 539 — — 223 539 762 99 19796/16/2016
Restaurants - Quick ServiceNorth Little RockAR190 450 — — 190 450 640 90 19786/16/2016
Restaurants - Quick ServiceJacksonMS400 348 — — 400 348 748 69 19816/16/2016
Restaurants - Quick ServiceMadisonTN281 458 — — 281 458 739 81 19886/16/2016
Restaurants - Quick ServiceLittle RockAR169 48 — 15 169 63 232 27 19796/16/2016
Restaurants - Quick ServiceHurricaneWV238 485 — — 238 485 723 88 19816/16/2016
Restaurants - Quick ServiceParkersburgWV261 513 — — 261 513 774 99 19826/16/2016
Restaurants - Quick ServiceChattanoogaTN407 465 — — 407 465 872 89 19836/16/2016
Restaurants - Quick ServiceKnoxvilleTN352 347 — — 352 347 699 66 19816/16/2016
Restaurants - Quick ServiceJacksonvilleNC284 152 — 948 284 1,100 1,384 39 19866/16/2016
Restaurants - Quick ServiceKnoxvilleTN394 271 — — 394 271 665 55 19826/16/2016
Restaurants - Quick ServiceForestdaleAL241 613 — — 241 613 854 109 19756/16/2016
Restaurants - Quick ServiceLouisvilleKY319 238 — 815 319 1,053 1,372 54 19886/16/2016
Restaurants - Quick ServiceFestusMO195 802 — — 195 802 997 139 19796/16/2016
Restaurants - Quick ServiceJacksonvilleFL330 542 — — 330 542 872 103 19766/16/2016
Restaurants - Quick ServiceJacksonvilleFL220 701 — — 220 701 921 132 19796/16/2016
Restaurants - Quick ServiceWinter GardenFL326 383 — — 326 383 709 77 19876/16/2016
Restaurants - Quick ServiceSanfordFL350 375 — — 350 375 725 84 19866/16/2016
Restaurants - Quick ServiceLebanonTN311 736 — — 311 736 1,047 155 19746/16/2016
Restaurants - Quick ServicePrattvilleAL551 524 — — 551 524 1,075 101 19786/16/2016
Restaurants - Quick ServiceCalhounGA346 673 — — 346 673 1,019 125 19796/16/2016
F-2


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year ConstructedDate
Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Restaurants - Quick ServiceMabletonGA$152 $366 $— $— $152 $366 $518 $72 19776/16/2016
Restaurants - Quick ServiceBrunswickGA532 137 (55)(f)— 477 137 614 37 19956/16/2016
Restaurants - Quick ServiceSummervilleSC215 720 — — 215 720 935 134 19786/16/2016
Restaurants - Quick ServiceThomastonGA193 364 — — 193 364 557 75 19876/16/2016
Restaurants - Quick ServiceSmyrnaGA392 311 — — 392 311 703 64 19816/16/2016
Restaurants - Quick ServiceSmyrnaTN221 556 — — 221 556 777 101 19826/16/2016
Restaurants - Quick ServiceTullahomaTN226 701 — — 226 701 927 135 19756/16/2016
Restaurants - Quick ServiceShelbyvilleTN323 456 — — 323 456 779 87 19766/16/2016
Restaurants - Quick ServiceDallasGA260 832 — — 260 832 1,092 161 19856/16/2016
Restaurants - Quick ServiceNorth CharlestonSC121 459 — — 121 459 580 84 19906/16/2016
Restaurants - Quick ServiceLaGrangeGA207 562 — — 207 562 769 105 19856/16/2016
Restaurants - Quick ServiceCullmanAL260 723 — — 260 723 983 139 19996/16/2016
Restaurants - Quick ServiceBatesvilleMS125 551 — — 125 551 676 101 19926/16/2016
Restaurants - Quick ServicePhenix CityAL273 665 — — 273 665 938 135 19796/16/2016
Restaurants - Quick ServiceMontgomeryAL333 349 — — 333 349 682 72 19866/16/2016
Restaurants - Quick ServiceStarkeFL240 468 — — 240 468 708 95 19806/16/2016
Restaurants - Quick ServiceMadisonvilleKY302 426 — — 302 426 728 84 19766/16/2016
Restaurants - Quick ServiceMariettaOH175 506 — — 175 506 681 91 19796/16/2016
Restaurants - Quick ServiceHueytownAL133 711 — — 133 711 844 130 19796/16/2016
Restaurants - Quick ServiceGallipolisOH247 722 — — 247 722 969 138 19796/16/2016
Restaurants - Quick ServiceValdostaGA236 545 — — 236 545 781 100 19806/16/2016
Restaurants - Quick ServiceDouglasGA243 557 — — 243 557 800 102 19796/16/2016
Restaurants - Quick ServiceFayettevilleGA300 506 — — 300 506 806 95 19846/16/2016
Restaurants - Quick ServiceTroyAL183 520 — — 183 520 703 97 19856/16/2016
Restaurants - Quick ServiceWetumpkaAL273 416 — — 273 416 689 83 19866/16/2016
Restaurants - Quick ServiceSt. AlbansWV154 491 — — 154 491 645 89 19756/16/2016
Restaurants - Quick ServiceHuntingtonWV233 540 — — 233 540 773 99 19926/16/2016
Restaurants - Quick ServiceNewburghNY913 738 — — 913 738 1,651 190 19756/16/2016
Restaurants - Quick ServiceEriePA444 562 — — 444 562 1,006 139 19776/16/2016
Restaurants - Quick ServiceDicksonTN292 79 — 29 292 108 400 31 19776/16/2016
Restaurants - Quick ServiceSouth DaytonaFL416 668 — — 416 668 1,084 135 19846/16/2016
Restaurants - Quick ServiceMilfordNH409 355 — — 409 355 764 84 19936/16/2016
Restaurants - Quick ServicePortlandOR252 131 — — 252 131 383 35 20156/16/2016
Restaurants - Quick ServiceSuperiorCO370 434 — 370 434 804 88 20026/16/2016
Restaurants - Casual DiningFond du LacWI521 1,197 (222)(f)(425)(f)299 772 1,071 152 19966/16/2016
Restaurants - Casual DiningAlexandriaLA837 889 — — 837 889 1,726 231 19946/16/2016
Medical / DentalHurstTX1,462 1,493 — 300 1,462 1,793 3,255 338 19976/16/2016
Restaurants - Quick ServiceJacksonvilleFL872 354 — — 872 354 1,226 70 20066/16/2016
Restaurants - Casual DiningFleming IslandFL586 355 — — 586 355 941 66 20066/16/2016
Restaurants - Casual DiningPort St. LucieFL930 1,510 — — 930 1,510 2,440 297 19886/16/2016
Restaurants - Casual DiningWaycrossGA861 1,700 — — 861 1,700 2,561 309 19946/16/2016
Restaurants - Casual DiningKingslandGA602 1,256 — — 602 1,256 1,858 243 19956/16/2016
Restaurants - Casual DiningJacksonvilleFL821 1,215 — (524)(f)821 691 1,512 256 19956/16/2016
Restaurants - Casual DiningNorth Fort MyersFL1,060 1,817 — — 1,060 1,817 2,877 320 19946/16/2016
Restaurants - Casual DiningCape CoralFL741 1,692 — — 741 1,692 2,433 307 19966/16/2016
Restaurants - Casual DiningPanama City BeachFL750 959 — — 750 959 1,709 192 19996/16/2016
Restaurants - Casual DiningDothanAL577 1,144 — — 577 1,144 1,721 214 19936/16/2016
Restaurants - Casual DiningAlbanyGA731 1,249 — — 731 1,249 1,980 225 19916/16/2016
Restaurants - Casual DiningPanama CityFL539 1,389 — — 539 1,389 1,928 234 19916/16/2016
Restaurants - Casual DiningValdostaGA626 957 — — 626 957 1,583 192 19946/16/2016
Restaurants - Casual DiningGainesvilleFL193 1,930 — — 193 1,930 2,123 294 19946/16/2016
Restaurants - Casual DiningPanama CityFL673 1,044 50 — 723 1,044 1,767 260 19996/16/2016
Restaurants - Quick ServiceWarner RobinsGA130 174 — 908 130 1,082 1,212 45 19756/16/2016

F-3


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year ConstructedDate Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Automotive ServiceSpringTX$805 $1,577 $— $— $805 $1,577 $2,382 $287 20138/4/2016
Home FurnishingsFriscoTX2,224 4,779 — — 2,224 4,779 7,003 699 20068/19/2016
Convenience StoresBinghamtonNY273 1,008 — — 273 1,008 1,281 214 19708/22/2016
Convenience StoresWindsorNY272 1,101 — — 272 1,101 1,373 234 19808/22/2016
Convenience StoresGreeneNY557 1,974 — — 557 1,974 2,531 419 19898/22/2016
Convenience StoresAftonNY348 1,303 — — 348 1,303 1,651 276 19948/22/2016
Convenience StoresLansingNY861 3,034 — — 861 3,034 3,895 643 20108/22/2016
Convenience StoresFreevilleNY524 1,457 — — 524 1,457 1,981 309 19948/22/2016
Convenience StoresMarathonNY520 2,127 — — 520 2,127 2,647 451 19958/22/2016
Convenience StoresNew HartfordNY301 863 — — 301 863 1,164 183 19958/22/2016
Convenience StoresChadwicksNY213 784 — — 213 784 997 166 19878/22/2016
Convenience StoresLibertyNY219 811 — — 219 811 1,030 172 20048/22/2016
Convenience StoresEarlvilleNY258 985 — — 258 985 1,243 209 19978/22/2016
Convenience StoresVestalNY324 1,285 — — 324 1,285 1,609 273 19968/22/2016
Convenience StoresDelhiNY275 1,066 — — 275 1,066 1,341 226 19928/22/2016
Convenience StoresFranklinNY423 774 — — 423 774 1,197 164 19988/22/2016
Convenience StoresEndicottNY188 576 — — 188 576 764 122 19958/22/2016
Convenience StoresDavenportNY324 1,194 — — 324 1,194 1,518 254 19938/22/2016
Restaurants - Family DiningSalemNH131 232 — — 131 232 363 289 19989/16/2016
Other ServicesAnnistonAL312 176 — — 312 176 488 55 19929/16/2016
Early Childhood EducationCummingGA876 2,357 — — 876 2,357 3,233 390 20019/30/2016
Early Childhood EducationSuwaneeGA922 2,108 — — 922 2,108 3,030 349 20099/30/2016
Medical / DentalFort WorthTX1,617 — 99 4,187 1,716 4,187 5,903 478 201710/12/2016
Car WashesAcworthGA1,346 2,615 — — 1,346 2,615 3,961 421 200610/17/2016
Car WashesDouglasvilleGA1,974 2,882 — — 1,974 2,882 4,856 464 200610/17/2016
Car WashesHiramGA1,376 2,947 — — 1,376 2,947 4,323 475 200410/17/2016
Car WashesMariettaGA1,302 2,136 — — 1,302 2,136 3,438 344 200210/17/2016
Medical / DentalPort CharlotteFL1,820 2,072 — — 1,820 2,072 3,892 370 200010/20/2016
Automotive ServiceLackawannaNY231 232 — — 231 232 463 40 198710/28/2016
Automotive ServiceCheektowagaNY367 509 — — 367 509 876 88 197810/28/2016
Automotive ServiceAmherstNY410 606 — — 410 606 1,016 105 199810/28/2016
Automotive ServiceNiagara FallsNY615 1,025 — — 615 1,025 1,640 178 198510/28/2016
Automotive ServiceWilliamsvilleNY419 1,302 — — 419 1,302 1,721 226 198810/28/2016
Automotive ServiceDunkirkNY255 187 — — 255 187 442 33 198010/28/2016
Car WashesTucsonAZ1,048 2,190 — — 1,048 2,190 3,238 347 201011/9/2016
Restaurants - Quick ServiceBurlingtonIA444 1,171 — — 444 1,171 1,615 217 197611/15/2016
Restaurants - Quick ServiceCedar RapidsIA436 1,179 — — 436 1,179 1,615 219 199111/15/2016
Restaurants - Quick ServiceFort MadisonIA304 1,284 — — 304 1,284 1,588 238 198711/15/2016
Restaurants - Quick ServiceWaterlooIA344 846 — — 344 846 1,190 157 198211/15/2016
Restaurants - Quick ServiceNebraska CityNE363 748 — — 363 748 1,111 139 201411/15/2016
Restaurants - Quick ServicePlattsmouthNE304 1,302 — — 304 1,302 1,606 241 199911/15/2016
Restaurants - Quick ServiceRed OakIA254 1,010 — — 254 1,010 1,264 187 200011/15/2016
Movie TheatresFlorenceAL1,519 6,294 117 — 1,636 6,294 7,930 1,048 201512/19/2016
Restaurants - Casual DiningGardendaleAL589 1,984 — — 589 1,984 2,573 313 200512/29/2016
Restaurants - Casual DiningJasperAL468 2,144 — — 468 2,144 2,612 318 200512/29/2016
Restaurants - Casual DiningHomewoodAL808 1,233 — — 808 1,233 2,041 209 197612/29/2016
Medical / DentalStevensonAL191 466 — — 191 466 657 85 199012/30/2016
Medical / DentalTucsonAZ323 780 —  —  323 780 1,103 108 196712/30/2016
Medical / DentalMiamiFL485 982 —  —  485 982 1,467 130 198112/30/2016
Medical / DentalSarasotaFL323 557 —  —  323 557 880 87 197312/30/2016
Medical / DentalSarasotaFL485 446 —  —  485 446 931 80 200112/30/2016
Medical / DentalDaltonGA323 406 —  —  323 406 729 91 196012/30/2016
Medical / DentalAltonIL252 568 —  —  252 568 820 108 200112/30/2016
Medical / DentalQuincyIL272 608 —  —  272 608 880 113 200112/30/2016
F-4


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
 
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year ConstructedDate Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
 Building &
Improvements
 Land &
Improvements
Building &
Improvements
Total
Medical / DentalClarksvilleIN$657 $1,033 $—  $—  $657 $1,033 $1,690 $180 199412/30/2016
Medical / DentalTerre HauteIN292 325 —  —  292 325 617 68 199812/30/2016
Medical / DentalBrewsterMA60 578 —  —  60 578 638 76 198612/30/2016
Medical / DentalKansas CityMO333 568 —  —  333 568 901 105 197912/30/2016
Medical / DentalLaurelMS100 1,033 —  —  100 1,033 1,133 143 197012/30/2016
Medical / DentalPicayuneMS70 517 —  —  70 517 587 75 197712/30/2016
Medical / DentalRochesterNH181 426 —  —  181 426 607 70 195812/30/2016
Medical / DentalCanandaiguaNY70 527 —  —  70 527 597 73 200912/30/2016
Medical / DentalAndersonSC211 487 —  —  211 487 698 71 194812/30/2016
Medical / DentalCamdenSC211 537 —  —  211 537 748 91 198512/30/2016
Medical / DentalColumbiaSC211 426 —  —  211 426 637 70 198612/30/2016
Medical / DentalAustinTX242 375 —  —  242 375 617 71 197012/30/2016
Medical / DentalRichmondTX495 446 —  —  495 446 941 96 198212/30/2016
Medical / DentalTerrell HillsTX282 588 —  —  282 588 870 87 200212/30/2016
Health and FitnessWest Valley CityUT1,936 4,210 —  —  1,936 4,210 6,146 603 198412/30/2016
Medical / DentalRock SpringsWY620 2,550 —  —  620 2,550 3,170 375 20011/17/2017
Car WashesConyersGA1,136 4,332 — — 1,136 4,332 5,468 691 20131/24/2017
Car WashesCovingtonGA824 3,759 — — 824 3,759 4,583 621 20111/24/2017
Movie TheatresNorth Myrtle BeachSC1,465 7,081 — — 1,465 7,081 8,546 921 20061/31/2017
Medical / DentalBridgetonMO199 578 — — 199 578 777 85 19822/9/2017
Medical / DentalMokenaIL237 303 — — 237 303 540 77 20082/9/2017
Medical / DentalLexingtonKY199 474 — — 199 474 673 79 20142/9/2017
Medical / DentalIslip TerraceNY313 436 — — 313 436 749 68 19862/9/2017
Early Childhood EducationAlpharettaGA1,595 4,177 — — 1,595 4,177 5,772 655 20162/28/2017
Home FurnishingsWestlandMI1,858 14,560 43 1,543 1,901 16,103 18,004 1,923 19873/1/2017
Home FurnishingsAnn ArborMI2,096 13,399 25 2,035 2,121 15,434 17,555 1,728 19923/1/2017
Equipment Rental and SalesMuskegonMI1,113 6,436 — 825 1,113 7,261 8,374 861 19873/1/2017
Home FurnishingsBattle CreekMI1,212 7,904 (519)(f)(3,244)(f)693 4,660 5,353 998 19963/1/2017
Automotive ServiceProsperTX1,161 2,534 — — 1,161 2,534 3,695 382 20103/8/2017
Restaurants - Quick ServiceCedartownGA258 812 — — 258 812 1,070 122 19873/9/2017
Restaurants - Quick ServiceForsythGA464 808 — — 464 808 1,272 121 19893/9/2017
Automotive ServiceNew FreedomPA904 872 — — 904 872 1,776 155 19973/28/2017
Car WashesHuntingtownMD984 1,857 — — 984 1,857 2,841 288 19983/28/2017
Automotive ServiceGambrillsMD2,461 6,139 — — 2,461 6,139 8,600 806 20093/28/2017
Convenience StoresTylerTX404 1,433 — — 404 1,433 1,837 271 19803/30/2017
Early Childhood EducationSan AntonioTX928 3,312 — — 928 3,312 4,240 445 20164/25/2017
Medical / DentalPaysonAZ548 1,944 — — 548 1,944 2,492 256 19884/28/2017
Medical / DentalBrownsvilleTX1,626 — 982 7,743 2,608 7,743 10,351 843 20185/5/2017
Medical / DentalBaytownTX286 1,790 — — 286 1,790 2,076 225 20085/18/2017
Car WashesLas CrucesNM510 2,290 — — 510 2,290 2,800 327 20085/24/2017
Car WashesLas CrucesNM570 2,187 — — 570 2,187 2,757 312 20105/24/2017
Building MaterialsColumbia StationOH1,078 1,437 —  —  1,078 1,437 2,515 233 19616/1/2017
Building MaterialsMaumeeOH733 1,238 —  —  733 1,238 1,971 201 19636/1/2017
Building MaterialsTroyOH403 693 —  —  403 693 1,096 113 19916/1/2017
Building MaterialsJacksonOH288 211 —  —  288 211 499 35 19956/1/2017
Building MaterialsLancasterOH376 833 —  —  376 833 1,209 136 19956/1/2017
Building MaterialsPortsmouthOH133 160 —  —  133 160 293 26 19966/1/2017
Building MaterialsRadcliffKY414 200 —  —  414 200 614 33 19846/1/2017
Building MaterialsGainesvilleFL934 638 —  —  934 638 1,572 104 20036/1/2017
Building MaterialsCartersvilleGA1,313 1,743 —  —  1,313 1,743 3,056 283 20036/1/2017
Building MaterialsDouglasvilleGA1,026 2,421 —  —  1,026 2,421 3,447 393 20046/1/2017
Building MaterialsEl PasoTX901 177 —  —  901 177 1,078 29 19846/1/2017
Building MaterialsGarlandTX1,250 2,283 —  —  1,250 2,283 3,533 371 20016/1/2017
Building MaterialsConroeTX2,150 631 — — 2,150 631 2,781 103 20026/1/2017
F-5


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
 
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year
Constructed
Date
Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
 Building &
Improvements
 Land &
Improvements
Building &
Improvements
Total
Building MaterialsAmarilloTX$927 $655 $— $— $927 $655 $1,582 $107 20026/1/2017
Building MaterialsGrand JunctionCO760 403 — — 760 403 1,163 66 19836/1/2017
Building MaterialsMt. PleasantSC1,097 171 — — 1,097 171 1,268 28 19836/1/2017
Building MaterialsIrondaleAL546 227 — — 546 227 773 37 19756/1/2017
Building MaterialsBessemerAL1,514 3,413 — — 1,514 3,413 4,927 554 20026/1/2017
Car WashesFarmingtonNM634 4,945 — — 634 4,945 5,579 706 20056/6/2017
Car WashesFarmingtonNM746 2,795 — — 746 2,795 3,541 399 20136/6/2017
Car WashesPuebloCO898 5,103 — — 898 5,103 6,001 728 20086/6/2017
Restaurants - Quick ServiceSopertonGA312 443 (56)(f)(55)(f)256 388 644 88 19926/6/2017
Movie TheatresKenoshaWI3,159 3,755 116 — 3,275 3,755 7,030 646 19976/8/2017
EntertainmentVisaliaCA1,320 2,320 — — 1,320 2,320 3,640 364 19846/30/2017
Automotive ServiceKnoxvilleTN518 695 — — 518 695 1,213 132 20087/21/2017
Automotive ServiceForest ParkGA498 850 — — 498 850 1,348 146 19927/21/2017
Automotive ServiceMartinezGA612 570 — — 612 570 1,182 124 19927/21/2017
Automotive ServiceClarksvilleTN498 633 — — 498 633 1,131 116 19987/21/2017
Automotive ServiceOcalaFL518 715 — 168 518 883 1,401 137 19897/21/2017
Automotive ServiceOrlandoFL456 664 — 178 456 842 1,298 113 19897/21/2017
Medical / DentalMontgomeryAL477 2,976 — — 477 2,976 3,453 369 20018/7/2017
Restaurants - Quick ServiceAlgonaIA150 528 — — 150 528 678 82 19938/10/2017
Car WashesBufordGA1,353 3,693 — — 1,353 3,693 5,046 553 20108/15/2017
Early Childhood EducationOrlandoFL1,175 4,362 — — 1,175 4,362 5,537 541 20108/25/2017
Automotive ServiceGarden CityMI366 961 — — 366 961 1,327 138 19848/29/2017
Automotive ServiceTroyMI794 1,389 — — 794 1,389 2,183 199 19748/29/2017
Automotive ServiceBurtonMI188 1,180 — — 188 1,180 1,368 155 19558/29/2017
Medical / DentalRound RockTX713 6,821 — — 713 6,821 7,534 790 20169/12/2017
Car WashesLittle RockAR685 3,361 — — 685 3,361 4,046 401 19769/12/2017
Car WashesBryantAR489 2,790 — — 489 2,790 3,279 328 19979/20/2017
Automotive ServiceLongwoodFL887 1,263 — 177 887 1,440 2,327 215 20009/25/2017
Car WashesAndersonSC793 4,031 — — 793 4,031 4,824 504 20089/26/2017
Car WashesCorneliaGA470 2,670 — — 470 2,670 3,140 334 20019/26/2017
Car WashesSouth CommerceGA607 3,072 — — 607 3,072 3,679 391 20169/26/2017
Car WashesSenecaSC255 2,994 — — 255 2,994 3,249 352 20059/26/2017
Restaurants - Quick ServiceEast BethelMN764 1,353 — — 764 1,353 2,117 308 19969/27/2017
Restaurants - Quick ServiceIsantiMN1,167 1,859 — — 1,167 1,859 3,026 353 19899/27/2017
Convenience StoresBrahamMN289 1,043 — — 289 1,043 1,332 164 19869/27/2017
Restaurants - Quick ServiceGrantsburgWI640 1,673 — — 640 1,673 2,313 313 20059/27/2017
Health and FitnessHobbsNM938 1,503 — — 938 1,503 2,441 235 20169/28/2017
Health and FitnessFlorenceKY868 2,186 — — 868 2,186 3,054 297 19949/28/2017
Automotive ServiceMagnoliaTX1,402 2,480 — — 1,402 2,480 3,882 406 20179/29/2017
Early Childhood EducationWinter GardenFL1,169 4,603 — — 1,169 4,603 5,772 597 20159/29/2017
Car WashesRogersAR763 2,663 — — 763 2,663 3,426 342 20059/29/2017
Car WashesShreveportLA460 2,615 — — 460 2,615 3,075 334 20179/29/2017
EntertainmentOrlandoFL2,290 4,377 — 4,500 2,290 8,877 11,167 672 20079/29/2017
Medical / DentalNorth LimaOH112 926 — — 112 926 1,038 107 197610/5/2017
Medical / DentalWest LafayetteIN122 397 — — 122 397 519 51 197610/5/2017
Medical / DentalSalemOH92 468 — — 92 468 560 59 198510/5/2017
Medical / DentalToledoOH448 1,750 — — 448 1,750 2,198 203 199510/5/2017
Medical / DentalYoungstownOH275 702 — — 275 702 977 98 197110/5/2017
Medical / DentalMadisonOH387 488 — — 387 488 875 69 195010/5/2017
Medical / DentalYoungstownOH366 1,394 — — 366 1,394 1,760 186 199510/5/2017
Medical / DentalPenn YanNY132 651 — — 132 651 783 87 198610/5/2017
Medical / DentalKentOH173 610 — — 173 610 783 80 197010/5/2017
Convenience StoresTylerTX706 511 — 950 706 1,461 2,167 198 199610/16/2017
EntertainmentHooverAL1,403 2,939 — — 1,403 2,939 4,342 401 201710/13/2017
F-6


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year
Constructed
Date
Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Convenience StoresFarmingtonNM$332 $302 $— $— $332 $302 $634 $54 196611/8/2017
Convenience StoresFarmingtonNM342 604 — — 342 604 946 91 197211/8/2017
Convenience StoresFarmingtonNM372 886 — — 372 886 1,258 146 201311/8/2017
Convenience StoresAztecNM322 685 — — 322 685 1,007 105 198211/8/2017
Convenience StoresFarmingtonNM282 1,077 — — 282 1,077 1,359 163 198011/8/2017
Convenience StoresFarmingtonNM503 815 — — 503 815 1,318 133 198011/8/2017
Convenience StoresFarmingtonNM735 352 — — 735 352 1,087 71 198211/8/2017
Convenience StoresIgnacioCO272 1,047 — — 272 1,047 1,319 151 198311/8/2017
Convenience StoresFarmingtonNM332 775 — — 332 775 1,107 126 198511/8/2017
Convenience StoresFarmingtonNM453 1,027 — — 453 1,027 1,480 180 199011/8/2017
Convenience StoresKirtlandNM332 906 — — 332 906 1,238 139 198011/8/2017
Restaurants - Quick ServiceGrayGA293 374 (55)(f)(43)(f)238 331 569 59 199211/10/2017
Restaurants - Quick ServiceSandersvilleGA283 515 (53)(f)(69)(f)230 446 676 76 198911/10/2017
Restaurants - Quick ServiceBarnesvilleGA243 414 (135)(f)(205)(f)108 209 317 59 199611/10/2017
Health and FitnessGreeleyCO1,484 4,491 — — 1,484 4,491 5,975 558 198911/16/2017
Restaurants - Quick ServiceHutchinsonKS194 777 — — 194 777 971 108 197111/16/2017
Medical / DentalTylerTX985 5,675 — — 985 5,675 6,660 688 199911/17/2017
Medical / DentalLindaleTX394 1,429 — — 394 1,429 1,823 203 201311/17/2017
Convenience StoresFarmingtonNM554 785 — — 554 785 1,339 157 199811/21/2017
Pet Care ServicesFranklinIN395 2,319 — — 395 2,319 2,714 285 200712/1/2017
Pet Care ServicesFayettevilleAR905 1,456 — — 905 1,456 2,361 203 197912/1/2017
Pet Care ServicesGreenwoodIN312 593 — — 312 593 905 78 195212/1/2017
Pet Care ServicesIndianapolisIN52 416 — — 52 416 468 48 195412/1/2017
Early Childhood EducationLansdowneVA2,167 2,982 — — 2,167 2,982 5,149 395 200612/4/2017
Early Childhood EducationOverland ParkKS1,189 4,062 — — 1,189 4,062 5,251 514 201712/8/2017
Restaurants - Casual DiningBossier CityLA976 2,347 — — 976 2,347 3,323 319 199312/15/2017
Restaurants - Casual DiningAugustaGA1,663 1,909 — — 1,663 1,909 3,572 248 198212/15/2017
Movie TheatresDublinOH2,126 10,097 — — 2,126 10,097 12,223 1,168 199412/15/2017
Restaurants - Quick ServiceDalevilleAL127 409 — — 127 409 536 54 198312/19/2017
Restaurants - Quick ServiceRoanokeAL224 526 — — 224 526 750 76 199012/19/2017
Restaurants - Quick ServiceJasperAL370 331 — — 370 331 701 65 200512/19/2017
Restaurants - Quick ServiceAlexander CityAL263 506 — — 263 506 769 77 200412/19/2017
Restaurants - Quick ServiceHeadlandAL273 370 — — 273 370 643 76 200712/19/2017
Restaurants - Quick ServiceTallasseeAL195 302 — — 195 302 497 51 200812/19/2017
Restaurants - Quick ServiceTalladegaAL88 273 — — 88 273 361 41 199912/19/2017
Restaurants - Quick ServiceEnterpriseAL166 380 — — 166 380 546 56 197412/19/2017
Restaurants - Quick ServiceValleyAL185 302 — — 185 302 487 49 200412/19/2017
Restaurants - Quick ServiceSelmaAL175 409 — 150 175 559 734 59 199612/19/2017
Restaurants - Casual DiningLinthicumMD1,691 1,124 — — 1,691 1,124 2,815 196 200412/21/2017
Restaurants - Casual DiningPocomoke CityMD653 849 — — 653 849 1,502 164 200512/21/2017
Restaurants - Casual DiningD'IbervilleMS927 623 — — 927 623 1,550 106 200412/21/2017
Restaurants - Casual DiningClarksvilleTN861 736 — — 861 736 1,597 114 200312/21/2017
Restaurants - Casual DiningScrantonPA785 755 — 791 755 1,546 152 199512/21/2017
Restaurants - Casual DiningAlexander CityAL511 802 — — 511 802 1,313 124 200712/21/2017
Restaurants - Casual DiningColumbiaSC785 500 (338)(f)(179)(f)447 321 768 80 200312/21/2017
Restaurants - Casual DiningPalm CityFL672 727 (53)(f)(32)(f)619 695 1,314 113 200312/21/2017
Restaurants - Casual DiningSt RobertMO644 755 — — 644 755 1,399 109 200112/21/2017
Automotive ServiceSpringTX721 932 — 300 721 1,232 1,953 218 201712/27/2017
Car WashesBentonvilleAR1,306 2,437 — — 1,306 2,437 3,743 332 201712/28/2017
Health and FitnessAuburnAL1,104 2,411 — — 1,104 2,411 3,515 345 200712/29/2017
Health and FitnessColumbusGA2,175 2,540 — — 2,175 2,540 4,715 398 200512/29/2017
Early Childhood EducationSouthavenMS1,060 1,496 — 124 1,060 1,620 2,680 218 200212/29/2017
Restaurants - Quick ServiceSaginawMI528 1,086 — — 528 1,086 1,614 157 20121/4/2018
Restaurants - Quick ServiceGrand RapidsMI299 1,205 — — 299 1,205 1,504 161 20161/4/2018
F-7


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year ConstructedDate Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Restaurants - Quick ServiceGrand RapidsMI$349 $1,166 $— $— $349 $1,166 $1,515 $141 20131/4/2018
Health and FitnessWichitaKS2,594 — 326 4,812 2,920 4,812 7,732 491 20181/19/2018
Convenience StoresBloomfieldNM221 784 — — 221 784 1,005 103 19801/24/2018
Early Childhood EducationTrumbullCT864 — 206 3,392 1,070 3,392 4,462 238 20181/31/2018
Restaurants - Casual DiningDavenportIA57 479 — — 57 479 536 52 19552/8/2018
Restaurants - Casual DiningBettendorfIA402 1,050 — — 402 1,050 1,452 123 19752/8/2018
Restaurants - Casual DiningKewaneeIL115 432 — — 115 432 547 55 19932/8/2018
Restaurants - Casual DiningDavenportIA459 1,304 — — 459 1,304 1,763 158 19902/8/2018
Restaurants - Casual DiningDavenportIA153 1,268 — — 153 1,268 1,421 139 19522/8/2018
Automotive ServiceRosevilleMN489 1,602 — — 489 1,602 2,091 191 19712/16/2018
Automotive ServiceWoodburyMN978 2,049 — — 978 2,049 3,027 253 20002/16/2018
GroceryBurlingtonNC762 1,300 — — 762 1,300 2,062 174 19922/16/2018
Health and FitnessAikenSC1,063 3,787 — — 1,063 3,787 4,850 436 19983/1/2018
Early Childhood EducationBurlingtonCT432 1,408 — — 432 1,408 1,840 185 20043/9/2018
Early Childhood EducationCantonCT730 761 — — 730 761 1,491 128 19793/9/2018
Early Childhood EducationFarmingtonCT278 1,459 — — 278 1,459 1,737 174 19853/9/2018
Early Childhood EducationDublinOH740 2,934 — — 740 2,934 3,674 349 20083/13/2018
Movie TheatresShelbyNC1,826 2,798 — — 1,826 2,798 4,624 374 20043/22/2018
Health and FitnessTulsaOK2,856 — 88 4,329 2,944 4,329 7,273 370 20183/22/2018
Automotive ServiceElk RiverMN433 898 — — 433 898 1,331 114 19963/29/2018
Early Childhood EducationSan AntonioTX482 1,496 — — 482 1,496 1,978 169 20073/29/2018
Pet Care ServicesCave CreekAZ1,789 2,540 — 1,405 1,789 3,945 5,734 310 20084/5/2018
Pet Care ServicesMaricopaAZ1,057 1,057 — 1,520 1,057 2,577 3,634 141 20084/5/2018
Early Childhood EducationByron CenterMI513 1,591 — — 513 1,591 2,104 216 20124/9/2018
Medical / DentalRussellvilleAR710 1,297 — — 710 1,297 2,007 152 20154/20/2018
Car WashesBel AirMD321 3,120 — — 321 3,120 3,441 365 20164/26/2018
Automotive ServiceApexNC229 428 — — 229 428 657 57 20005/1/2018
Automotive ServiceHolly SpringsNC308 1,283 — — 308 1,283 1,591 145 20035/1/2018
Automotive ServiceFuquay VarinaNC487 318 — — 487 318 805 59 20085/1/2018
Movie TheatresDecaturAL1,491 4,350 — — 1,491 4,350 5,841 556 20135/10/2018
Automotive ServiceNorth CantonOH481 982 — — 481 982 1,463 119 19605/17/2018
Automotive ServiceClinton TownshipMI1,179 688 — — 1,179 688 1,867 168 19835/17/2018
Automotive ServiceBaltimoreMD206 1,709 — — 206 1,709 1,915 165 19525/17/2018
Convenience StoresSartellMN988 607 — — 988 607 1,595 156 20135/17/2018
Convenience StoresSt. AugustaMN473 1,111 — — 473 1,111 1,584 171 19785/17/2018
Convenience StoresRiceMN782 1,461 14 104 796 1,565 2,361 275 20055/17/2018
Convenience StoresPine CityMN792 1,173 — — 792 1,173 1,965 226 19675/17/2018
Convenience StoresCambridgeMN1,008 2,161 — — 1,008 2,161 3,169 357 20075/17/2018
Pet Care ServicesLakewood RanchFL442 — 1,054 2,677 1,496 2,677 4,173 331 20195/24/2018
Other ServicesErwinTN713 1,484 — — 713 1,484 2,197 173 19816/1/2018
Other ServicesSpartaNC713 1,942 — — 713 1,942 2,655 251 19736/1/2018
Other ServicesKingsportTN1,220 3,143 — — 1,220 3,143 4,363 419 19796/1/2018
Other ServicesClevelandTN673 1,083 — — 673 1,083 1,756 132 19756/1/2018
Other ServicesClevelandTN615 2,938 — — 615 2,938 3,553 289 19646/1/2018
Other ServicesCastlewoodVA1,259 1,786 — — 1,259 1,786 3,045 251 19916/1/2018
Other ServicesCovingtonGA849 3,309 — — 849 3,309 4,158 392 19916/1/2018
Other ServicesHarlemGA703 1,610 — — 703 1,610 2,313 191 18956/1/2018
Other ServicesLondonKY937 2,391 — — 937 2,391 3,328 305 19996/1/2018
Other ServicesElizabethtonTN254 517 — — 254 517 771 82 20106/1/2018
Other ServicesElizabethtonTN488 849 — — 488 849 1,337 102 19966/1/2018
Other ServicesMountain CityTN78 176 — — 78 176 254 21 19366/1/2018
Convenience StoresMosineeWI260 509 — — 260 509 769 87 19946/15/2018
Convenience StoresWausauWI311 372 — — 311 372 683 79 19956/15/2018
Convenience StoresWausauWI402 1,470 — — 402 1,470 1,872 182 19956/15/2018
F-8


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Depreciation
(d)(e)
Year
Constructed
Date
Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Convenience StoresWausauWI$502 $361 $— $— $502 $361 $863 $109 19896/15/2018
Convenience StoresWausauWI412 445 — — 412 445 857 98 19916/15/2018
Convenience StoresPrenticeWI1,164 753 — — 1,164 753 1,917 319 19896/15/2018
Convenience StoresRothschildWI703 760 — — 703 760 1,463 157 19856/15/2018
Convenience StoresPhillipsWI191 722 — — 191 722 913 101 19706/15/2018
Convenience StoresPoundWI321 478 — — 321 478 799 113 19836/15/2018
Convenience StoresGillettWI241 591 — — 241 591 832 104 19906/15/2018
Convenience StoresTigertonWI954 1,014 — — 954 1,014 1,968 283 19986/15/2018
Convenience StoresStevens PointWI1,054 522 — — 1,054 522 1,576 186 19936/15/2018
Convenience StoresMerrillWI1,857 1,305 — — 1,857 1,305 3,162 431 19966/15/2018
Convenience StoresTomahawkWI683 1,008 — — 683 1,008 1,691 229 19926/15/2018
Convenience StoresMarathonWI261 1,244 — — 261 1,244 1,505 157 19876/15/2018
Convenience StoresEdgarWI502 949 — — 502 949 1,451 176 19846/15/2018
Convenience StoresPloverWI1,275 883 — — 1,275 883 2,158 214 20066/15/2018
Convenience StoresHatleyWI783 851 — — 783 851 1,634 206 19976/15/2018
Convenience StoresMinoquaWI371 412 — — 371 412 783 102 19846/15/2018
Convenience StoresWittenbergWI1,405 1,305 — — 1,405 1,305 2,710 393 19996/15/2018
Convenience StoresRudolphWI412 840 — — 412 840 1,252 147 19926/15/2018
Convenience StoresMountainWI371 663 — — 371 663 1,034 136 19986/15/2018
Convenience StoresPark FallsWI392 1,164 — — 392 1,164 1,556 181 19846/15/2018
Convenience StoresWestonWI622 843 — — 622 843 1,465 167 19936/15/2018
Early Childhood EducationSurpriseAZ1,546 1,736 — 21 1,546 1,757 3,303 207 20086/21/2018
Car WashesFayettevilleAR676 2,404 — — 676 2,404 3,080 259 20186/21/2018
Early Childhood EducationMalvernPA701 2,084 — — 701 2,084 2,785 255 20066/28/2018
Early Childhood EducationFrazerPA730 2,276 — — 730 2,276 3,006 267 19986/28/2018
Early Childhood EducationGlen MillsPA3,938 3,246 — — 3,938 3,246 7,184 525 19926/28/2018
Early Childhood EducationErialNJ740 1,546 — — 740 1,546 2,286 172 20006/28/2018
Early Childhood EducationExtonPA442 2,007 — — 442 2,007 2,449 217 20006/28/2018
Early Childhood EducationVoorheesNJ509 1,892 — — 509 1,892 2,401 215 20026/28/2018
Early Childhood EducationRoyersfordPA259 1,892 — — 259 1,892 2,151 195 20026/28/2018
Early Childhood EducationWest NorritonPA557 1,998 — — 557 1,998 2,555 220 20036/28/2018
Early Childhood EducationKing of PrussiaPA490 2,171 — — 490 2,171 2,661 224 20046/28/2018
Early Childhood EducationDowningtownPA605 2,219 — — 605 2,219 2,824 242 20076/28/2018
Early Childhood EducationCollegevillePA423 1,940 — — 423 1,940 2,363 206 20086/28/2018
Early Childhood EducationPhoenixvillePA1,431 4,466 — — 1,431 4,466 5,897 513 20106/28/2018
Early Childhood EducationBlue BellPA788 3,218 — — 788 3,218 4,006 334 19676/28/2018
Medical / DentalMountain GroveMO113 527 — — 113 527 640 63 20126/28/2018
Medical / DentalHarrisonAR144 835 — — 144 835 979 88 20066/28/2018
Medical / DentalJonesboroAR329 1,021 — — 329 1,021 1,350 111 20056/28/2018
Medical / DentalEl DoradoAR93 228 — — 93 228 321 25 20006/28/2018
Medical / DentalBerryvilleAR62 120 — — 62 120 182 18 20006/28/2018
Medical / DentalBatesvilleAR237 1,139 — — 237 1,139 1,376 131 20176/28/2018
Health and FitnessSalisburyMA1,169 14,584 1,331 2,846 2,500 17,430 19,930 1,422 20046/29/2018
Health and FitnessPeabodyMA3,497 6,523 — 90 3,497 6,613 10,110 653 20096/29/2018
Health and FitnessMethuenMA4,544 5,179 — — 4,544 5,179 9,723 624 20026/29/2018
Health and FitnessMoncks CornerSC978 1,439 — — 978 1,439 2,417 205 20026/29/2018
Medical / DentalBrownsvilleTX172 1,683 — — 172 1,683 1,855 162 20087/13/2018
Pet Care ServicesMesaAZ1,329 1,531 — 55 1,329 1,586 2,915 172 19907/13/2018
Pet Care ServicesChandlerAZ1,775 3,033 — 55 1,775 3,088 4,863 339 20027/13/2018
Pet Care ServicesGreen ValleyAZ913 2,454 — 55 913 2,509 3,422 260 20157/13/2018
Restaurants - Quick ServiceBrownsvilleKY297 1,024 — — 297 1,024 1,321 123 19907/18/2018
Car WashesAthenGA1,011 2,536 — 600 1,011 3,136 4,147 371 20067/26/2018
Car WashesWinderGA683 2,027 — — 683 2,027 2,710 255 20087/26/2018
Car WashesDecaturGA703 3,031 — — 703 3,031 3,734 330 19677/26/2018
F-9


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year
Constructed
Date
Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Car WashesDecaturGA$828 $2,029 $— $— $828 $2,029 $2,857 $259 20077/26/2018
Car WashesDuluthGA1,261 2,187 — — 1,261 2,187 3,448 264 20067/26/2018
Restaurants - Quick ServiceFort OglethorpeGA1,283 1,045 — — 1,283 1,045 2,328 120 20018/8/2018
Restaurants - Quick ServiceRinggoldGA387 1,406 — — 387 1,406 1,793 167 20158/8/2018
Restaurants - Quick ServiceChattanoogaTN— — — — — — — — 20098/8/2018
Restaurants - Quick ServiceChattanoogaTN— — — — — — — — 20048/8/2018
Restaurants - Quick ServiceChattanoogaTN1,497 1,161 — — 1,497 1,161 2,658 132 20128/8/2018
Restaurants - Quick ServiceDaytonTN468 1,283 — — 468 1,283 1,751 156 20168/8/2018
Restaurants - Quick ServiceOoltewahTN1,079 1,262 — — 1,079 1,262 2,341 141 20038/8/2018
Restaurants - Quick ServiceSoddy DaisyTN— — — — — — — — 20068/8/2018
Automotive ServiceOklahoma CityOK152 596 — — 152 596 748 67 19808/9/2018
Automotive ServiceMidwest CityOK253 495 — — 253 495 748 70 19958/9/2018
Automotive ServiceDel CityOK364 384 — — 364 384 748 68 19858/9/2018
Automotive ServiceMidwest CityOK172 526 — — 172 526 698 61 19808/9/2018
Early Childhood EducationEden PrairieMN1,264 1,651 — — 1,264 1,651 2,915 226 19958/10/2018
Restaurants - Quick ServiceBlythevilleAR— — — — — — — — 20078/22/2018
Restaurants - Quick ServiceParagouldAR744 784 — — 744 784 1,528 95 20088/22/2018
Restaurants - Quick ServiceVan BurenAR642 946 — — 642 946 1,588 113 20088/22/2018
Convenience StoresSeguinTX— — — — — — — — 19749/4/2018
Convenience StoresBurlesonTX— — — — — — — — 19859/4/2018
Convenience StoresWinfieldTX— — — — — — — — 19799/4/2018
Automotive ServicePontiacMI445 1,077 — — 445 1,077 1,522 136 19789/7/2018
Restaurants - Quick ServiceSan AngeloTX161 806 — — 161 806 967 88 19789/12/2018
Health and FitnessSpringfieldOR2,024 2,468 — — 2,024 2,468 4,492 331 19999/13/2018
Health and FitnessEugeneOR1,046 2,986 — — 1,046 2,986 4,032 290 19809/13/2018
Early Childhood EducationSan AntonioTX617 2,258 — — 617 2,258 2,875 237 20089/14/2018
Early Childhood EducationColleyvilleTX695 1,022 — 423 695 1,445 2,140 122 19979/18/2018
Restaurants - Quick ServiceMarionAR— — — — — — — — 20079/21/2018
EntertainmentMetairieLA1,323 2,143 — — 1,323 2,143 3,466 252 20169/21/2018
Restaurants - Quick ServiceMontroseCO698 1,036 — — 698 1,036 1,734 128 20009/25/2018
Restaurants - Family DiningAugustaGA825 894 — — 825 894 1,719 99 19689/25/2018
Restaurants - Family DiningMaconGA648 992 — — 648 992 1,640 111 19839/25/2018
Restaurants - Family DiningMaconGA923 972 — — 923 972 1,895 131 19729/25/2018
Restaurants - Quick ServiceFairbanksAK438 1,524 — — 438 1,524 1,962 180 19719/27/2018
Restaurants - Quick ServiceFairbanksAK687 1,633 177 692 1,810 2,502 201 20069/27/2018
Medical / DentalAbileneTX336 1,959 — — 336 1,959 2,295 203 20069/27/2018
Automotive ServiceBremenIN221 1,284 — — 221 1,284 1,505 124 19709/28/2018
Car WashesSpringdaleAR1,405 3,139 — — 1,405 3,139 4,544 342 20189/28/2018
Restaurants - Quick ServiceAndalusiaAL384 727 — — 384 727 1,111 89 19889/28/2018
Medical / DentalForrest CityAR143 608 — — 143 608 751 68 20079/28/2018
Early Childhood EducationAshburnVA898 671 — — 898 671 1,569 81 20019/28/2018
Restaurants - Quick ServiceNorth Richard HillsTX875 1,113 — — 875 1,113 1,988 151 20179/28/2018
Restaurants - Quick ServiceGrapevineTX775 904 — — 775 904 1,679 126 20169/28/2018
Restaurants - Quick ServiceSt AugustineFL917 1,964 — — 917 1,964 2,881 210 20109/28/2018
Early Childhood EducationFleming IslandFL872 2,523 — — 872 2,523 3,395 237 20069/28/2018
Restaurants - Quick ServiceHot SpringsAR240 899 — — 240 899 1,139 91 197910/4/2018
Health and FitnessTucsonAZ4,227 — 140 4,264 4,367 4,264 8,631 239 201910/10/2018
Restaurants - Quick ServiceCountrysideIL727 1,302 — — 727 1,302 2,029 138 201310/26/2018
Medical / DentalMidlandTX298 1,760 — — 298 1,760 2,058 155 199310/31/2018
Convenience StoresTucsonAZ977 827 — — 977 827 1,804 156 198511/7/2018
Convenience StoresPhoenixAZ1,037 429 — — 1,037 429 1,466 68 198711/7/2018
Convenience StoresCentraliaWA568 509 — — 568 509 1,077 91 197611/7/2018
Medical / DentalMontgomeryAL454 1,528 — — 454 1,528 1,982 156 200411/7/2018
Medical / DentalPrattvilleAL237 857 — — 237 857 1,094 86 201211/7/2018
F-10


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year
Constructed
Date
Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Convenience StoresDuncanvilleTX$— $— $— $— $— $— $— $— 198011/8/2018
Restaurants - Quick ServicePembrokeNY577 898 — — 577 898 1,475 133 201711/28/2018
Medical / DentalFort WorthTX466 845 — — 466 845 1,311 92 199711/30/2018
Medical / DentalArlingtonTX546 649 — — 546 649 1,195 81 199911/30/2018
Medical / DentalBurlesonTX61 1,091 — — 61 1,091 1,152 85 194211/30/2018
Medical / DentalDallasTX1,813 3,606 — — 1,813 3,606 5,419 314 197911/30/2018
Early Childhood EducationOlive BranchMS1,027 1,050 — — 1,027 1,050 2,077 160 200912/5/2018
Early Childhood EducationManchesterCT915 939 — 1,805 915 2,744 3,659 341 197712/7/2018
Early Childhood EducationMaconGA538 1,067 — — 538 1,067 1,605 130 200712/14/2018
Early Childhood EducationMaconGA508 1,067 — — 508 1,067 1,575 115 200812/14/2018
EntertainmentAndoverMN898 1,208 — — 898 1,208 2,106 134 200512/12/2018
EntertainmentRochesterMN379 968 — — 379 968 1,347 89 195812/12/2018
EntertainmentSouth St. PaulMN1,008 928 — — 1,008 928 1,936 115 197812/12/2018
EntertainmentMounds ViewMN1,986 3,264 — — 1,986 3,264 5,250 344 196712/12/2018
EntertainmentSt. Paul ParkMN529 1,058 — — 529 1,058 1,587 117 195912/12/2018
EntertainmentOakdaleMN2,136 5,699 — — 2,136 5,699 7,835 548 200912/12/2018
EntertainmentMonticelloMN1,527 3,414 — — 1,527 3,414 4,941 411 200712/12/2018
EntertainmentSt. PaulMN1,218 1,407 — — 1,218 1,407 2,625 146 195512/12/2018
EntertainmentRamseyMN609 749 — — 609 749 1,358 119 198812/12/2018
Health and FitnessWinston SalemNC986 1,205 688 (f)(90)(f)1,674 1,115 2,789 96 197212/19/2018
Automotive ServiceDentonTX1,278 1,582 — — 1,278 1,582 2,860 194 198212/20/2018
Car WashesDubuqueIA990 2,121 — — 990 2,121 3,111 218 199212/20/2018
Car WashesDavenportIA757 2,394 — — 757 2,394 3,151 237 199012/20/2018
Car WashesRock IslandIL1,030 2,949 — — 1,030 2,949 3,979 293 199612/20/2018
Pet Care ServicesGeorgetownTX753 — 826 3,630 1,579 3,630 5,209 195 202012/21/2018
Pet Care ServicesMiddleburgFL803 — 1,842 2,384 2,645 2,384 5,029 350 202012/21/2018
Early Childhood EducationArlingtonTX1,296 3,239 — — 1,296 3,239 4,535 310 198912/27/2018
Home FurnishingsKansas CityMO273 4,683 — — 273 4,683 4,956 384 200712/28/2018
Restaurants - Casual DiningFlintMI619 274 — — 619 274 893 57 19751/2/2019
Restaurants - Casual DiningSaginawMI335 294 — — 335 294 629 51 19671/2/2019
Restaurants - Quick ServiceAlexandriaLA271 953 — — 271 953 1,224 94 19851/10/2019
Restaurants - Quick ServiceLeesvilleLA140 812 — — 140 812 952 79 19831/10/2019
Restaurants - Quick ServiceGriffinGA923 1,103 — — 923 1,103 2,026 115 19831/10/2019
Car WashesSpringdaleAR1,032 2,325 — — 1,032 2,325 3,357 246 20181/10/2019
EntertainmentNampaID886 2,768 — — 886 2,768 3,654 239 20081/17/2019
Medical / DentalWest MemphisAR247 543 — — 247 543 790 61 20071/22/2019
Early Childhood EducationGilbertAZ1,074 — 632 3,641 1,706 3,641 5,347 233 20201/29/2019
Pet Care ServicesDenham SpringsLA485 701 — — 485 701 1,186 76 20071/31/2019
Medical / DentalLittle RockAR770 1,562 — — 770 1,562 2,332 141 20041/31/2019
Medical / DentalBryantAR460 1,519 — — 460 1,519 1,979 132 20141/31/2019
Restaurants - Quick ServiceRustonLA544 1,399 — — 544 1,399 1,943 144 20162/14/2019
Restaurants - Quick ServiceEl DoradoAR661 1,448 — — 661 1,448 2,109 157 20172/14/2019
Restaurants - Quick ServicePercivalIA578 1,252 — — 578 1,252 1,830 143 20042/15/2019
Early Childhood EducationGarnerNC378 1,962 — — 378 1,962 2,340 166 20072/28/2019
Restaurants - Casual DiningWilderKY317 1,169 — — 317 1,169 1,486 98 20102/28/2019
Medical / DentalMeridianMS886 5,947 — — 886 5,947 6,833 464 20063/8/2019
Health and FitnessAbileneTX1,326 2,478 — 144 1,326 2,622 3,948 264 19743/8/2019
Early Childhood EducationSt. AugustineFL183 1,436 — — 183 1,436 1,619 119 20163/8/2019
Early Childhood EducationSt. AugustineFL611 2,149 — — 611 2,149 2,760 189 20063/8/2019
Early Childhood EducationSt. AugustineFL1,385 2,108 — — 1,385 2,108 3,493 225 19813/8/2019
Health and FitnessLas VegasNV491 2,543 — — 491 2,543 3,034 208 19703/13/2019
Automotive ServiceSt. AugustaMN518 1,057 — — 518 1,057 1,575 123 19913/13/2019
Pet Care ServicesCarbondaleIL605 713 — — 605 713 1,318 96 19863/29/2019
Pet Care ServicesEnergyIL313 254 — — 313 254 567 30 19953/29/2019
F-11


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year
Constructed
Date
Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Pet Care ServicesCreteNE$381 $332 $— $— $381 $332 $713 $59 19673/29/2019
Pet Care ServicesBallwinMO537 752 — — 537 752 1,289 74 19863/29/2019
Pet Care ServicesPea RidgeAR518 654 — — 518 654 1,172 72 19963/29/2019
Pet Care ServicesNormanOK225 283 — — 225 283 508 50 19933/29/2019
Pet Care ServicesMartinsvilleIN88 664 — — 88 664 752 51 19893/29/2019
Pet Care ServicesCarbondaleIL557 537 — — 557 537 1,094 86 19763/29/2019
Pet Care ServicesNashvilleIN146 703 — — 146 703 849 61 19703/29/2019
EntertainmentMonroevillePA823 2,028 — — 823 2,028 2,851 219 20163/29/2019
Early Childhood EducationStockbridgeGA645 1,345 — — 645 1,345 1,990 122 20043/29/2019
EntertainmentHuntersvilleNC4,087 9,719 — — 4,087 9,719 13,806 789 19963/29/2019
EntertainmentGreensboroNC2,593 8,381 — — 2,593 8,381 10,974 701 19883/29/2019
Medical / DentalTuscaloosaAL262 1,682 — — 262 1,682 1,944 129 19913/29/2019
Early Childhood EducationDuluthGA843 2,538 — 150 843 2,688 3,531 217 19943/29/2019
Medical / DentalIndianapolisIN509 3,504 — — 509 3,504 4,013 264 20163/29/2019
Medical / DentalFort WayneIN4,006 — 397 2,694 4,403 2,694 7,097 133 20203/29/2019
Restaurants - Quick ServiceWoodstockGA435 932 — — 435 932 1,367 81 19904/5/2019
Restaurants - Quick ServiceCommerceGA435 851 — — 435 851 1,286 74 19904/5/2019
Health and FitnessNormanOK730 2,937 — 559 730 3,496 4,226 305 20184/17/2019
Early Childhood EducationAlpharettaGA835 865 — 400 835 1,265 2,100 88 19994/30/2019
Early Childhood EducationJohns CreekGA1,137 744 — — 1,137 744 1,881 91 20044/30/2019
Medical / DentalTylerTX365 477 — — 365 477 842 37 19405/15/2019
Medical / DentalGroesbeckTX142 406 — — 142 406 548 33 20055/15/2019
Medical / DentalGreenvilleTX172 609 — — 172 609 781 52 19855/15/2019
Medical / DentalMarshallTX487 1,167 — — 487 1,167 1,654 87 19695/15/2019
Pet Care ServicesPrescottAZ223 1,277 — — 223 1,277 1,500 95 19905/24/2019
EntertainmentTrussvilleAL4,403 5,693 — — 4,403 5,693 10,096 494 20025/30/2019
Early Childhood EducationCoral SpringsFL1,939 2,639 — — 1,939 2,639 4,578 237 20045/31/2019
Convenience StoresNew LexingtonOH595 832 — — 595 832 1,427 110 19976/6/2019
Convenience StoresWaterfordPA467 383 — — 467 383 850 80 19966/6/2019
Convenience StoresCrestonOH596 630 — — 596 630 1,226 75 19976/6/2019
Convenience StoresAlexandriaKY425 502 — — 425 502 927 84 19986/6/2019
Convenience StoresRichmondKY1,132 357 — — 1,132 357 1,489 90 19986/6/2019
Convenience StoresCantonOH782 392 — — 782 392 1,174 94 19986/6/2019
Convenience StoresWoosterOH516 862 — — 516 862 1,378 114 19986/6/2019
Convenience StoresLouisvilleKY571 395 — — 571 395 966 75 19986/6/2019
Convenience StoresFairfieldOH426 305 — — 426 305 731 64 19996/6/2019
Convenience StoresNicholasvilleKY864 264 — — 864 264 1,128 63 19996/6/2019
Convenience StoresLouisvilleKY634 772 — — 634 772 1,406 98 19986/6/2019
Convenience StoresParisKY965 538 — — 965 538 1,503 91 19986/6/2019
Convenience StoresFairbornOH553 386 — — 553 386 939 73 19986/6/2019
Convenience StoresEastlakeOH804 861 — — 804 861 1,665 136 19986/6/2019
Convenience StoresBeavercreekOH1,066 574 — — 1,066 574 1,640 132 19996/6/2019
Convenience StoresMilfordOH675 738 — — 675 738 1,413 120 19986/6/2019
Convenience StoresLouisvilleKY883 402 — — 883 402 1,285 86 19986/6/2019
Convenience StoresWauseonOH722 381 — — 722 381 1,103 86 19986/6/2019
Convenience StoresMilanOH585 770 — — 585 770 1,355 123 19996/6/2019
Convenience StoresCantonOH565 767 — — 565 767 1,332 106 19996/6/2019
Convenience StoresMount SterlingKY721 383 — — 721 383 1,104 61 19986/6/2019
Convenience StoresLorainOH696 854 — — 696 854 1,550 143 19996/6/2019
Convenience StoresFairdaleKY683 711 — — 683 711 1,394 116 19996/6/2019
Convenience StoresSouth BloomfieldOH1,381 894 — — 1,381 894 2,275 234 19996/6/2019
Convenience StoresNewtownOH373 346 — — 373 346 719 55 19996/6/2019
Convenience StoresHudsonOH1,270 670 — — 1,270 670 1,940 161 19996/6/2019
Convenience StoresSeymourIN840 838 — — 840 838 1,678 149 19996/6/2019
F-12


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year
Constructed
Date
Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Convenience StoresPowellOH$841 $503 $— $— $841 $503 $1,344 $97 19966/6/2019
Convenience StoresAvonOH561 392 — — 561 392 953 59 19996/6/2019
Convenience StoresColumbusOH644 702 — — 644 702 1,346 121 19996/6/2019
Convenience StoresLouisvilleKY1,119 450 — — 1,119 450 1,569 104 19996/6/2019
Convenience StoresBedfordOH655 619 — — 655 619 1,274 98 19996/6/2019
Convenience StoresElizabethtownKY1,446 856 — — 1,446 856 2,302 166 19996/6/2019
Convenience StoresParmaOH884 903 — — 884 903 1,787 127 20016/6/2019
Restaurants - Casual DiningWarrenMI983 1,685 — — 983 1,685 2,668 171 19696/7/2019
Restaurants - Casual DiningDetroitMI572 923 — — 572 923 1,495 84 19486/7/2019
Restaurants - Casual DiningDearbornMI702 2,397 — — 702 2,397 3,099 176 19926/7/2019
Restaurants - Casual DiningFarmington HillsMI883 2,337 — — 883 2,337 3,220 200 19646/7/2019
Restaurants - Casual DiningLivoniaMI943 1,725 — — 943 1,725 2,668 162 19746/7/2019
Restaurants - Quick ServiceAlbionNY600 1,089 — — 600 1,089 1,689 99 19686/12/2019
Medical / DentalHuntsvilleTX277 503 — — 277 503 780 45 20036/13/2019
Medical / DentalLongviewTX257 452 — — 257 452 709 33 19986/13/2019
Convenience StoresDemingNM384 676 (177)(f)(315)(f)207 361 568 61 19906/21/2019
Restaurants - Casual DiningDanvilleIL553 1,619 — — 553 1,619 2,172 142 19916/26/2019
Restaurants - Casual DiningNew PhiladelphiaOH1,116 2,001 — — 1,116 2,001 3,117 166 19916/26/2019
Restaurants - Casual DiningBristolVA1,136 1,991 — — 1,136 1,991 3,127 162 20056/26/2019
Early Childhood EducationOlympiaWA377 1,569 — — 377 1,569 1,946 125 20026/27/2019
Early Childhood EducationTumwaterWA665 1,003 — — 665 1,003 1,668 76 19976/27/2019
Early Childhood EducationKlamath FallsOR447 1,202 — — 447 1,202 1,649 99 20106/27/2019
Early Childhood EducationGig HarborWA546 665 — — 546 665 1,211 55 19906/27/2019
Early Childhood EducationOlympiaWA477 566 — — 477 566 1,043 56 19846/27/2019
Early Childhood EducationTacomaWA427 1,410 — — 427 1,410 1,837 115 19876/27/2019
Early Childhood EducationOlympiaWA218 506 — — 218 506 724 47 19246/27/2019
Restaurants - Casual DiningCadillacMI41 1,627 — — 41 1,627 1,668 102 19066/27/2019
Restaurants - Casual DiningAldenMI102 671 — — 102 671 773 47 19526/27/2019
Medical / DentalHighlandAR182 1,060 — — 182 1,060 1,242 87 20086/27/2019
Restaurants - Family DiningKelsoWA804 1,846 — — 804 1,846 2,650 166 19826/27/2019
Restaurants - Family DiningPort OrchardWA983 2,015 — — 983 2,015 2,998 184 19996/27/2019
Restaurants - Family DiningMilwaukeeWI1,526 2,365 — — 1,526 2,365 3,891 229 20186/28/2019
Restaurants - Quick ServiceSissetonSD70 259 — — 70 259 329 25 19846/28/2019
Restaurants - Quick ServiceKnoxvilleIA199 528 — — 199 528 727 53 19726/28/2019
Restaurants - Quick ServiceCentervilleIA259 538 — — 259 538 797 57 19756/28/2019
Pet Care ServicesLancasterSC554 1,017 — — 554 1,017 1,571 91 19946/28/2019
Convenience StoresYumaCO430 990 — — 430 990 1,420 91 19776/28/2019
Car WashesSioux FallsSD757 2,519 — — 757 2,519 3,276 190 20066/28/2019
Car WashesSioux FallsSD627 1,852 — — 627 1,852 2,479 153 20156/28/2019
Car WashesSioux FallsSD1,225 2,678 — — 1,225 2,678 3,903 211 20176/28/2019
Car WashesSioux FallsSD1,484 2,768 — — 1,484 2,768 4,252 213 20176/28/2019
Medical / DentalAmarilloTX396 2,588 — — 396 2,588 2,984 178 19946/28/2019
Early Childhood EducationNashvilleTN1,326 1,945 — — 1,326 1,945 3,271 226 19967/5/2019
Early Childhood EducationMyrtle BeachSC319 532 — 635 319 1,167 1,486 56 19997/5/2019
Health and FitnessChampaignIL1,133 2,226 — 2,150 1,133 4,376 5,509 292 19867/11/2019
Convenience StoresMountain ViewAR438 2,678 — — 438 2,678 3,116 204 19997/16/2019
Convenience StoresMarshallAR856 2,011 — — 856 2,011 2,867 190 20127/16/2019
Restaurants - Quick ServiceCabotAR479 1,189 — — 479 1,189 1,668 101 20087/31/2019
Restaurants - Quick ServiceSearcyAR359 1,150 — — 359 1,150 1,509 92 20087/31/2019
Restaurants - Quick ServiceConwayAR528 1,045 — — 528 1,045 1,573 84 20097/31/2019
Medical / DentalAmarilloTX1,309 6,791 — — 1,309 6,791 8,100 461 19947/31/2019
Restaurants - Quick ServiceOwossoMI693 732 — — 693 732 1,425 66 19988/15/2019
Restaurants - Quick ServiceStevensvilleMI655 712 (145)(f)(154)(f)510 558 1,068 58 19818/15/2019
Early Childhood EducationSchaumburgIL866 — 590 3,394 1,456 3,394 4,850 52 20228/30/2019
F-13


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year
Constructed
Date
Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Restaurants - Quick ServiceCloverdaleIN$226 $288 $— $420 $226 $708 $934 $93 19969/3/2019
Restaurants - Quick ServicePort HuronMI784 746 — — 784 746 1,530 66 19739/5/2019
Restaurants - Quick ServiceCedar SpringsMI671 1,369 — — 671 1,369 2,040 95 20009/5/2019
Health and FitnessGainesvilleFL1,312 2,488 — 2,398 1,312 4,886 6,198 289 19839/6/2019
Restaurants - Quick ServiceLouisvilleMS155 680 — — 155 680 835 53 20189/13/2019
Restaurants - Quick ServiceMaconMS330 340 — — 330 340 670 35 19929/13/2019
Restaurants - Quick ServiceRulevilleMS196 422 — — 196 422 618 44 20179/13/2019
Restaurants - Quick ServiceQuitmanMS309 237 — — 309 237 546 33 19789/13/2019
Restaurants - Quick ServicePhiladelphiaMS330 371 — — 330 371 701 51 20039/13/2019
Restaurants - Quick ServicePrentissMS350 350 — — 350 350 700 42 19789/13/2019
Restaurants - Quick ServiceAstonPA440 522 — — 440 522 962 55 19639/13/2019
Restaurants - Quick ServiceEssexMD338 624 — — 338 624 962 54 20029/13/2019
Pet Care ServicesKittrellNC303 394 — — 303 394 697 48 20149/19/2019
Convenience StoresGassvilleAR1,178 673 — — 1,178 673 1,851 163 19999/20/2019
Convenience StoresWest PlainsMO663 327 — — 663 327 990 96 19999/20/2019
Convenience StoresBald KnobAR1,258 743 — — 1,258 743 2,001 207 20069/20/2019
Convenience StoresWillow SpringsMO663 1,327 — — 663 1,327 1,990 161 20039/20/2019
Convenience StoresMountain HomeAR852 396 — — 852 396 1,248 109 19999/20/2019
Convenience StoresCalico RockAR475 327 — — 475 327 802 78 19799/20/2019
Convenience StoresAtkinsAR525 376 — — 525 376 901 68 19909/20/2019
Convenience StoresRussellvilleAR426 455 — — 426 455 881 82 19919/20/2019
Convenience StoresRussellvilleAR525 396 — — 525 396 921 78 20009/20/2019
Convenience StoresHorseshoe BendAR376 327 — — 376 327 703 59 19999/20/2019
Convenience StoresKoshkonongMO604 743 — — 604 743 1,347 112 19979/20/2019
Health and FitnessGreenvilleSC732 1,361 — — 732 1,361 2,093 91 19939/25/2019
Health and FitnessAndersonSC691 1,402 — — 691 1,402 2,093 99 19979/25/2019
Health and FitnessSpartanburgSC1,052 1,474 — — 1,052 1,474 2,526 108 20109/25/2019
Car WashesDenverCO1,594 1,484 — — 1,594 1,484 3,078 128 20129/26/2019
Car WashesAuroraCO703 1,504 — — 703 1,504 2,207 114 20089/26/2019
Car WashesDenverCO1,103 1,805 — — 1,103 1,805 2,908 140 20149/26/2019
Car WashesFort CollinsCO491 1,093 — — 491 1,093 1,584 84 20029/26/2019
Car WashesThorntonCO582 1,795 — — 582 1,795 2,377 139 20189/26/2019
Restaurants - Family DiningCheyenneWY739 1,569 — — 739 1,569 2,308 118 19829/27/2019
Early Childhood EducationFrankfortKY387 1,224 — — 387 1,224 1,611 89 20029/27/2019
Pet Care ServicesOnalaskaWI403 598 — — 403 598 1,001 52 20119/27/2019
Restaurants - Quick ServiceJonesboroAR1,213 1,108 — — 1,213 1,108 2,321 89 20069/30/2019
Restaurants - Quick ServiceBryantAR622 885 — — 622 885 1,507 66 20089/30/2019
Restaurants - Casual DiningWest ChesterOH878 1,088 — — 878 1,088 1,966 98 20049/30/2019
Early Childhood EducationLeawoodKS867 851 — — 867 851 1,718 90 20079/30/2019
GroceryClaremoreOK246 3,330 — — 246 3,330 3,576 208 19899/30/2019
Other ServicesLittle RockAR1,492 1,037 — — 1,492 1,037 2,529 54 19829/30/2019
Other ServicesConyersGA1,821 6,235 — — 1,821 6,235 8,056 321 19999/30/2019
Other ServicesLaVergneTN2,790 2,302 (51)(f)— 2,739 2,302 5,041 113 20189/30/2019
Other ServicesSeattleWA2,905 3,287 — — 2,905 3,287 6,192 145 19779/30/2019
Automotive ServiceAlbanyGA410 421 — — 410 421 831 33 199410/1/2019
Automotive ServiceBainridgeGA339 288 — — 339 288 627 23 199910/1/2019
Automotive ServiceHinesvilleGA298 310 — — 298 310 608 24 199810/1/2019
Automotive ServiceMaconGA154 287 — — 154 287 441 21 200010/1/2019
Automotive ServicePerryGA133 447 — — 133 447 580 30 199610/1/2019
Automotive ServiceValdostaGA215 274 — — 215 274 489 23 199610/1/2019
Automotive ServicePratvilleAL451 636 — — 451 636 1,087 44 200310/1/2019
Automotive ServiceMontgomeryAL318 246 — — 318 246 564 22 199110/1/2019
Pet Care ServicesMedfordOR192 324 — — 192 324 516 25 199010/4/2019
Medical / DentalHorizon CityTX3,587 11,550 (632)(f)— 2,955 11,550 14,505 765 201710/10/2019
F-14


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year
Constructed
Date
Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Medical / DentalEl PasoTX$121 $11,529 $— $— $121 $11,529 $11,650 $667 201910/10/2019
Convenience StoresHoustonTX631 662 — 81 631 743 1,374 61 200910/11/2019
Convenience StoresPasadenaTX869 2,152 — 81 869 2,233 3,102 182 201610/11/2019
Early Childhood EducationConwaySC201 — — — 201 — 201 — 10/17/2019
Convenience StoresAvonMN673 1,204 — — 673 1,204 1,877 135 200410/17/2019
Car WashesDavenportIA1,038 1,705 — — 1,038 1,705 2,743 154 200110/24/2019
Car WashesMolineIL1,120 1,572 — — 1,120 1,572 2,692 135 199810/24/2019
Medical / DentalWest HelenaAR155 1,052 — — 155 1,052 1,207 68 200310/28/2019
Other ServicesSpringfieldMO1,313 1,663 — — 1,313 1,663 2,976 81 200710/31/2019
Early Childhood EducationCharlotteNC860 1,657 — — 860 1,657 2,517 111 199611/1/2019
Pet Care ServicesBrandonFL134 876 — — 134 876 1,010 54 200311/1/2019
Pet Care ServicesGriffinGA196 495 — — 196 495 691 35 197911/1/2019
Pet Care ServicesIndianapolisIN165 453 — — 165 453 618 35 196711/1/2019
Pet Care ServicesWildwoodFL350 1,165 — — 350 1,165 1,515 86 200511/1/2019
Early Childhood EducationTucsonAZ586 885 — — 586 885 1,471 66 196511/5/2019
Early Childhood EducationTucsonAZ339 730 — — 339 730 1,069 47 197511/5/2019
Early Childhood EducationTucsonAZ463 1,440 — — 463 1,440 1,903 95 198511/5/2019
Early Childhood EducationTempeAZ494 586 — — 494 586 1,080 44 197111/5/2019
Early Childhood EducationTucsonAZ401 453 — — 401 453 854 35 197111/5/2019
Early Childhood EducationTucsonAZ411 411 — — 411 411 822 31 193211/5/2019
Early Childhood EducationTucsonAZ422 576 — — 422 576 998 36 198611/5/2019
Early Childhood EducationTucsonAZ444 566 — — 444 566 1,010 38 195811/5/2019
Early Childhood EducationTucsonAZ370 288 — — 370 288 658 22 197611/5/2019
Convenience StoresHoustonTX211 1,414 — 81 211 1,495 1,706 90 197511/14/2019
Convenience StoresHoustonTX221 1,402 — 81 221 1,483 1,704 99 196511/14/2019
Convenience StoresPrairie ViewTX241 1,178 — 81 241 1,259 1,500 90 198411/14/2019
Restaurants - Quick ServiceLewisburgTN461 676 — — 461 676 1,137 75 201611/18/2019
Restaurants - Quick ServiceOdessaTX601 1,353 — — 601 1,353 1,954 114 201911/21/2019
Restaurants - Quick ServiceOdessaTX1,031 1,353 — — 1,031 1,353 2,384 117 201911/21/2019
Other ServicesSalt Lake CityUT1,731 3,542 — — 1,731 3,542 5,273 207 197311/27/2019
Other ServicesSanfordFL1,498 1,859 — — 1,498 1,859 3,357 127 196411/27/2019
Convenience StoresMosineeWI351 812 — — 351 812 1,163 79 197512/2/2019
Car WashesOcalaFL1,383 2,644 — — 1,383 2,644 4,027 182 201912/10/2019
Car WashesHampsteadNC1,129 2,644 — — 1,129 2,644 3,773 179 201912/10/2019
Medical / DentalConyersGA393 2,078 — — 393 2,078 2,471 138 199612/12/2019
Medical / DentalCovingtonGA373 1,816 — — 373 1,816 2,189 124 200412/12/2019
Automotive ServiceFayettevilleGA347 746 — — 347 746 1,093 62 200612/13/2019
Early Childhood EducationBoulderCO742 801 — — 742 801 1,543 44 198812/13/2019
Restaurants - Quick ServiceNorth ManchesterIN363 272 — 504 363 776 1,139 46 198712/17/2019
Restaurants - Quick ServiceWinonaMS522 1,126 — — 522 1,126 1,648 82 201912/19/2019
Restaurants - Quick ServiceHazlehurstMS522 1,269 — — 522 1,269 1,791 96 201912/19/2019
Restaurants - Quick ServiceVicksburgMS553 1,238 — — 553 1,238 1,791 90 201912/19/2019
Restaurants - Quick ServiceBlythevilleAR849 1,126 — — 849 1,126 1,975 94 201912/19/2019
Restaurants - Quick ServiceWynneAR665 931 — — 665 931 1,596 84 201912/19/2019
Restaurants - Quick ServiceSalemIN532 1,013 — — 532 1,013 1,545 90 201912/19/2019
Restaurants - Quick ServiceAshland CityTN614 1,044 — — 614 1,044 1,658 82 201912/19/2019
Restaurants - Quick ServiceShelbyvilleKY911 972 — — 911 972 1,883 85 201812/19/2019
Restaurants - Quick ServiceWhitelandIN389 839 — — 389 839 1,228 67 200312/19/2019
Restaurants - Quick ServiceBloomingtonIN225 665 — — 225 665 890 51 201812/23/2019
Restaurants - Quick ServiceCheektowagaNY1,381 1,903 — — 1,381 1,903 3,284 142 200012/23/2019
Restaurants - Quick ServiceMemphisTN880 921 — — 880 921 1,801 84 201912/23/2019
Restaurants - Quick ServiceSomersetKY798 1,105 — — 798 1,105 1,903 93 201912/23/2019
Car WashesSioux FallsSD1,075 3,384 — — 1,075 3,384 4,459 199 199212/19/2019
Car WashesSioux FallsSD723 2,882 — — 723 2,882 3,605 101 198712/19/2019
F-15


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year
Constructed
Date
Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Car WashesSioux CityIA$707 $— $285 $2,478 $992 $2,478 $3,470 $133 202012/19/2019
Car WashesSouth Sioux CityNE303 — 294 2,569 597 2,569 3,166 91 202012/19/2019
Automotive ServiceCrystal LakeIL265 1,103 — — 265 1,103 1,368 74 197412/20/2019
Car WashesJonesboroAR1,217 4,776 — — 1,217 4,776 5,993 258 201912/20/2019
Medical / DentalGrand BlancMI748 1,537 — — 748 1,537 2,285 95 200712/23/2019
Convenience StoresRoscoeIL656 832 — — 656 832 1,488 99 199912/27/2019
Medical / DentalArnoldMO417 823 — — 417 823 1,240 66 201512/30/2019
Medical / DentalAllenTX397 2,230 — 397 2,230 2,627 74 198312/31/2019
Medical / DentalFlower MoundTX427 905 — — 427 905 1,332 57 199912/31/2019
Medical / DentalPlanoTX376 1,698 — — 376 1,698 2,074 96 199812/31/2019
Automotive ServiceHoustonTX292 513 — — 292 513 805 39 19861/30/2020
Automotive ServicePasadenaTX252 705 — — 252 705 957 46 19711/30/2020
Early Childhood EducationWestonMA3,200 2,423 — — 3,200 2,423 5,623 155 19902/7/2020
GroceryTulsaOK713 2,098 — — 713 2,098 2,811 154 19913/24/2020
GroceryTulsaOK670 3,298 — — 670 3,298 3,968 205 19933/24/2020
Restaurants - Quick ServiceFall RiverMA592 744 — — 592 744 1,336 59 19841/15/2020
Restaurants - Quick ServiceWorcesterMA532 905 — — 532 905 1,437 58 19651/15/2020
Restaurants - Quick ServicePlainvilleMA602 548 — — 602 548 1,150 46 19841/15/2020
Restaurants - Quick ServiceStoughtonMA552 615 — — 552 615 1,167 47 19831/15/2020
Restaurants - Quick ServiceFall RiverMA612 550 — — 612 550 1,162 52 19871/15/2020
Restaurants - Quick ServiceWorcesterMA402 811 — — 402 811 1,213 57 19651/15/2020
Restaurants - Quick ServiceLeominsterMA512 461 — — 512 461 973 34 19801/15/2020
Restaurants - Quick ServiceDorchesterMA743 313 — — 743 313 1,056 31 19841/15/2020
Restaurants - Quick ServiceSudburyMA703 182 — — 703 182 885 23 19831/15/2020
Car WashesManorTX1,074 3,270 — — 1,074 3,270 4,344 229 20191/21/2020
Early Childhood EducationCharlotteNC1,0211,198 — — 1,021 1,198 2,219 49 19878/17/2020
Restaurants - Quick ServiceLoudonTN668 1,091 — — 668 1,091 1,759 87 20202/26/2020
Restaurants - Quick ServiceSt. Mary'sPA8781,080 — — 878 1,080 1,958 88 20204/3/2020
Restaurants - Quick ServiceDyersburgTN675 959 — — 675 959 1,634 66 20071/30/2020
Restaurants - Quick ServiceMemphisTN1,3581,283 — — 1,358 1,283 2,641 82 20111/30/2020
Restaurants - Quick ServiceMemphisTN828 1,131 — — 828 1,131 1,959 71 20111/30/2020
Restaurants - Quick ServiceMemphisTN8011,198 — — 801 1,198 1,999 80 20001/30/2020
Restaurants - Quick ServiceMemphisTN984 1,202 — — 984 1,202 2,186 79 19941/30/2020
Restaurants - Quick ServiceSenatobiaMS8861,120 — — 886 1,120 2,006 73 20131/30/2020
Restaurants - Quick ServiceJacksonMS178 100 — 240 178 340 518 60 19851/29/2020
Car WashesArvadaCO5662,374 — — 566 2,374 2,940 147 20081/24/2020
Car WashesGoldenCO1,031 1,566 — 400 1,031 1,966 2,997 112 20051/24/2020
Car WashesSioux CityIA8861,855 — 500 886 2,355 3,241 129 20208/13/2020
Restaurants - Casual DiningFort WayneIN1,542 — — — 1,542 — 1,542 — 19991/7/2020
Early Childhood EducationNapervilleIL1,5644,638 — — 1,564 4,638 6,202 264 20092/21/2020
Early Childhood EducationNorthbrookIL1,080 5,347 — — 1,080 5,347 6,427 294 20142/24/2020
Medical / Dental TylerTX4633,250 — — 463 3,250 3,713 202 20151/17/2020
Early Childhood EducationFranklinTN617 1,025 — — 617 1,025 1,642 51 19969/4/2020
Restaurants - Casual DiningGrand RapidsMI1,0551,754 — — 1,055 1,754 2,809 118 20031/29/2020
Medical / Dental FlagstaffAZ1,446 1,856 — 1,913 1,446 3,769 5,215 107 19802/27/2020
Medical / Dental PortlandOR1,4571,230 — — 1,457 1,230 2,687 87 19812/27/2020
Other ServicesWatsontownPA751 1,678 — — 751 1,678 2,429 139 19872/13/2020
Early Childhood EducationConcordNC1,2832,419 — — 1,283 2,419 3,702 111 20038/17/2020
Medical / Dental DeLandFL909 4,404 — — 909 4,404 5,313 259 20043/9/2020
Automotive ServiceKingNC408153 — — 408 153 561 16 19853/10/2020
Automotive ServiceElkinNC337 286 — — 337 286 623 27 19973/10/2020
Automotive ServiceYadkinvilleNC235347 — — 235 347 58224 20013/10/2020
Automotive ServiceLancasterSC388 286 — — 388 286 674 23 20073/10/2020
Automotive ServiceLenoirNC326235 — — 326 235 56121 19913/10/2020
F-16


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year
Constructed
Date
Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Automotive ServiceHickoryNC$398 $132 $— $— $398 $132 $530 $15 19883/10/2020
Automotive ServiceSt. AlbansWV235459 — — 235 459 69431 19873/10/2020
Automotive ServiceHurricaneWV398 388 — — 398 388 786 31 19893/10/2020
Automotive ServiceSouth BostonVA224734 — — 224 734 95846 19963/10/2020
Automotive ServicePittsboroNC520 183 — — 520 183 703 19 20063/10/2020
Early Childhood EducationHartlandWI4623,390 — — 462 3,390 3,852 181 20003/6/2020
Early Childhood EducationMenomonee FallsWI976 3,464 — — 976 3,464 4,440 183 19783/6/2020
Early Childhood EducationMenomonee FallsWI1,3544,314 — — 1,354 4,314 5,668 235 20003/6/2020
Early Childhood EducationWaukeshaWI577 3,485 — — 577 3,485 4,062 183 19963/6/2020
Early Childhood EducationOconomowocWI8824,734 — — 882 4,734 5,616 248 20073/6/2020
Medical / Dental Lake CityFL1,046 2,450 — — 1,046 2,450 3,496 140 19743/4/2020
Early Childhood EducationWaterfordMI419783 — — 419 783 1,202 37 19979/18/2020
Early Childhood EducationTucsonAZ956 906 — — 956 906 1,862 64 20083/6/2020
Car WashesCasa GrandeAZ504 — 345 2,146 849 2,146 2,995 109 20202/6/2020
Early Childhood EducationMariettaGA1,799 3,234 — — 1,799 3,234 5,033 171 19973/6/2020
Early Childhood EducationAlpharettaGA1,621 3,148 — — 1,621 3,148 4,769 167 19953/6/2020
Automotive ServiceArlingtonTX833 3,603 — — 833 3,603 4,436 218 20152/14/2020
Medical / Dental OrangeTX337 3,293 — — 337 3,293 3,630 183 20152/21/2020
Automotive ServiceLittle ElmTX647 1,006 — — 647 1,006 1,653 60 20073/6/2020
Automotive ServiceMcKinneyTX1,016 807 — — 1,016 807 1,823 62 20103/6/2020
Restaurants - Quick ServiceWest DundeeIL523 539 — 1,100 523 1,639 2,162 63 20203/6/2020
Pet Care ServicesCatonsvilleMD586 1,881 16 34 602 1,915 2,517 87 19985/4/2020
Restaurants - Family DiningGreenvilleSC626 1,091 — — 626 1,091 1,717 77 19723/19/2020
Restaurants - Family DiningCharlestonSC1,303 1,020 — — 1,303 1,020 2,323 69 19783/19/2020
Automotive ServiceGilbertAZ370 2,108 — — 370 2,108 2,478 105 20194/30/2020
Restaurants - Quick ServiceYazoo CityMS249 753 — — 249 753 1,002 38 19755/7/2020
Other ServicesRichmond HillGA2,502 761 — — 2,502 761 3,263 88 20196/8/2020
Other ServicesCentennialCO3,003 2,972 1,021 3,008 3,993 7,001 305 20056/8/2020
Other ServicesJoplinMO991 941 — — 991 941 1,932 57 19976/8/2020
Other ServicesKansas CityMO1,531 1,391 — — 1,531 1,391 2,922 144 20156/8/2020
Automotive ServiceTempeAZ915 3,304 — — 915 3,304 4,219 165 19875/28/2020
Restaurants - Quick ServiceByramMS775 584 — 150 775 734 1,509 47 20036/8/2020
Restaurants - Quick ServiceBig SpringTX287 — — 1,500 287 1,500 1,787 44 20206/25/2020
Car WashesFlagstaffAZ1,873 3,456 — — 1,873 3,456 5,329 173 20187/24/2020
Car WashesPhoenixAZ2,204 2,634 — — 2,204 2,634 4,838 141 20187/24/2020
Car WashesSun CityAZ1,613 2,134 — — 1,613 2,134 3,747 110 19887/24/2020
Car WashesScottsdaleAZ3,666 2,093 — — 3,666 2,093 5,759 136 19947/24/2020
Car WashesYumaAZ280 1,883 — — 280 1,883 2,163 99 20017/24/2020
Restaurants - Quick ServiceSpartaTN733 1,383 — — 733 1,383 2,116 72 19976/25/2020
Restaurants - Quick ServiceNewnanGA1,413 1,494 — — 1,413 1,494 2,907 87 19878/19/2020
Restaurants - Quick ServiceNewnanGA724 1,189 — — 724 1,189 1,913 65 20058/19/2020
Restaurants - Quick ServiceLawrencevilleGA1,122 1,363 — — 1,122 1,363 2,485 75 20058/19/2020
GroceryDexterMO813 697 — — 813 697 1,510 64 19989/30/2020
GroceryKennettMO427 1,688 — — 427 1,688 2,115 81 20139/30/2020
GroceryPark HillsMO653 1,819 — — 653 1,819 2,472 103 19709/30/2020
GroceryPiggottAR614 789 — — 614 789 1,403 60 19869/30/2020
GroceryPotosiMO371 1,569 — — 371 1,569 1,940 76 19709/30/2020
GroceryMaldenMO265 1,873 — — 265 1,873 2,138 77 19789/30/2020
GroceryMayflowerAR1,460 3,042 — — 1,460 3,042 4,502 179 20209/30/2020
Automotive ServiceEast BrunswickNJ1,173 1,540 — — 1,173 1,540 2,713 74 19609/18/2020
Automotive ServiceWashingtonNJ388 1,969 — — 388 1,969 2,357 79 19699/18/2020
Automotive ServicePrincetonNJ1,448 1,918 — — 1,448 1,918 3,366 87 19479/18/2020
Automotive ServiceLawrencevilleNJ632 1,999 — — 632 1,999 2,631 94 19609/18/2020
Automotive ServiceMadisonNJ1,714 1,306 — — 1,714 1,306 3,020 54 19509/18/2020
F-17


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year
Constructed
Date
Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Automotive ServiceChesterNJ$1,295 $1,550 $— $— $1,295 $1,550 $2,845 $77 19959/18/2020
Automotive ServiceManvilleNJ867 989 — — 867 989 1,856 46 19779/18/2020
Automotive ServiceNorth CaldwellNJ561 663 — — 561 663 1,224 43 19689/18/2020
Automotive ServiceKerhonksonNY938 2,805 — — 938 2,805 3,743 125 19829/18/2020
Automotive ServiceBethlehemPA602 1,642 — — 602 1,642 2,244 63 19689/18/2020
Automotive ServiceLanghornePA898 1,550 — — 898 1,550 2,448 91 19999/18/2020
Automotive ServiceQuakertownPA1,652 1,295 — — 1,652 1,295 2,947 74 20129/18/2020
Restaurants - Quick ServiceHattiesburgMS882 847 — — 882 847 1,729 50 20009/11/2020
Car WashesFort WorthTX1,475 2,747 — — 1,475 2,747 4,222 138 20208/31/2020
Car WashesWestminsterCO842 1,174 — — 842 1,174 2,016 50 20039/24/2020
Car WashesPalatkaFL914 2,490 — — 914 2,490 3,404 105 20209/30/2020
Car WashesFort Walton BeachFL1,526 2,490 — — 1,526 2,490 4,016 121 20209/30/2020
Restaurants - Quick ServiceGreenwoodSC273 652 — — 273 652 925 33 20149/24/2020
Medical / Dental FlintTX428 879 — — 428 879 1,307 44 20089/24/2020
Other ServicesAlabasterAL690 207 12 847 702 1,054 1,756 39 20039/29/2020
Other ServicesAlbuquerqueNM1,686 286 25 1,862 1,711 2,148 3,859 87 19709/29/2020
Other ServicesShreveportLA1,006 227 16 1,164 1,022 1,391 2,413 70 20129/29/2020
Automotive ServiceSkiatookOK324 2,695 — — 324 2,695 3,019 105 20059/30/2020
Automotive ServiceBartlesvilleOK118 2,853 — — 118 2,853 2,971 100 19679/30/2020
Automotive ServiceOwassoOK275 6,094 — — 275 6,094 6,369 215 20079/30/2020
Automotive ServiceBartlesvilleOK932 4,587 — — 932 4,587 5,519 195 20039/30/2020
Automotive ServiceBroken ArrowOK1,060 3,425 — — 1,060 3,425 4,485 132 20149/30/2020
Automotive ServiceTulsaOK1,226 1,374 — — 1,226 1,374 2,600 70 20199/30/2020
Automotive ServiceBartlesvilleOK177 599 — — 177 599 776 26 19809/30/2020
Medical / Dental TauntonMA201 1,289 — — 201 1,289 1,490 42 197210/1/2020
Medical / Dental PlymouthMA296 444 — — 296 444 740 23 200510/1/2020
Medical / Dental MiddleboroughMA296 475 — — 296 475 771 21 192510/1/2020
Car WashesPhenix CityAL1,111 2,722 — — 1,111 2,722 3,833 109 202010/5/2020
Medical / Dental Pine BluffAR65 552 — 95 65 647 712 23 198310/9/2020
Early Childhood EducationJacksonMI379 1,046 — — 379 1,046 1,425 47 199010/14/2020
Early Childhood EducationJacksonMI170 614 — — 170 614 784 26 198710/14/2020
Medical / Dental ValdostaGA262 1,726 — — 262 1,726 1,988 69 199610/15/2020
Medical / Dental ValdostaGA214 1,351 — — 214 1,351 1,565 54 199010/15/2020
GroceryJacksonMO458 1,719 — — 458 1,719 2,177 75 199510/22/2020
GroceryMarble HillMO504 2,052 — — 504 2,052 2,556 90 199910/22/2020
Equipment Rental and SalesChathamNY987 1,317 — — 987 1,317 2,304 75 197410/22/2020
Equipment Rental and SalesClifton ParkNY551717— — 551 717 1,268 28 200010/22/2020
Equipment Rental and SalesGoshenNY732 1,191 — — 732 1,191 1,923 56 197410/22/2020
Equipment Rental and SalesFultonvilleNY1,775 858 — — 1,775 858 2,633 60 198010/22/2020
Equipment Rental and SalesLancasterMA1,285 2,089 — — 1,285 2,089 3,374 86 201210/22/2020
Equipment Rental and SalesGreenfieldMA304 815 167 — 471 815 1,286 39 197110/22/2020
Equipment Rental and SalesFarmingtonCT411 1,410 — — 411 1,410 1,821 57 200510/22/2020
Equipment Rental and SalesPembrokeNH318 785 — — 318 785 1,103 31 197810/22/2020
GroceryFarmingtonMO789 1,990 — — 789 1,990 2,779 104 200610/29/2020
GroceryFredericktownMO682 1,523 — — 682 1,523 2,205 92 200110/29/2020
Automotive ServiceByramNJ1,193 1,182 — — 1,193 1,182 2,375 61 199210/29/2020
Automotive ServiceWestfield NJ 1,904 1,606 — — 1,904 1,606 3,510 73 197010/29/2020
Automotive ServiceEast WindsorNJ1,599 1,634 — — 1,599 1,634 3,233 71 196510/29/2020
Automotive ServiceFordsNJ1,300 1,180 — — 1,300 1,180 2,480 57 197410/29/2020
Automotive ServiceJacksonNJ1,464 1,100 — — 1,464 1,100 2,564 56 199510/29/2020
Automotive ServiceWest BerlinNJ1,061 1,298 — — 1,061 1,298 2,359 64 199510/29/2020
Other ServicesZeelandMI2,086 5,386 — — 2,086 5,386 7,472 269 197311/2/2020
Other ServicesWyomingMI1,066 1,795 — — 1,066 1,795 2,861 101 202011/2/2020
Other ServicesWaterford MI1,286 1,243 — — 1,286 1,243 2,529 89 199511/2/2020
F-18


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year
Constructed
Date
Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Other ServicesElkhartIN$544 $1,061 $— $— $544 $1,061 $1,605 $52 198911/2/2020
Other ServicesMishawakaIN527 558 — — 527 558 1,085 47 197911/2/2020
Restaurants - Quick ServiceFranklinIN670 1,609 — — 670 1,609 2,279 63 201711/12/2020
Car WashesPrincetonTX1,030 2,986 — — 1,030 2,986 4,016 118 202011/16/2020
Automotive ServicePoint PleasantNJ1,763 1,166 — — 1,763 1,166 2,929 52 197711/19/2020
Pet Care ServicesDouglasvilleGA640 748 — — 640 748 1,388 34 198911/24/2020
Pet Care ServicesAlpharettaGA766 822 — — 766 822 1,588 33 200711/24/2020
GroceryFayettevilleAR423 1,410 — — 423 1,410 1,833 69 199012/1/2020
Automotive ServiceFairmontWV232 539 — — 232 539 771 23 199712/2/2020
Automotive ServiceFairmontWV291 860 — — 291 860 1,151 33 199912/2/2020
Restaurants - Quick ServiceRichardsonTX501 682 — — 501 682 1,183 35 197912/15/2020
Restaurants - Quick ServiceArlingtonTX949 86 — — 949 86 1,035 10 197912/15/2020
Restaurants - Quick ServiceOklahoma CityOK553 1,032 — — 553 1,032 1,585 45 197912/15/2020
Restaurants - Quick ServiceMooreOK605 1,152 — — 605 1,152 1,757 47 198312/15/2020
Restaurants - Quick ServiceNormanOK303 709 — — 303 709 1,012 31 199212/15/2020
Restaurants - Quick ServiceOwassoOK929 935 — — 929 935 1,864 41 198612/15/2020
Restaurants - Quick ServiceWacoTX553 548 — — 553 548 1,101 27 198712/15/2020
Restaurants - Quick ServiceCarrolltonTX605 547 — — 605 547 1,152 32 199212/15/2020
Restaurants - Quick ServiceRowlettTX553 665 — — 553 665 1,218 36 199912/15/2020
Restaurants - Quick ServiceMesquiteTX855 621 — — 855 621 1,476 40 199912/15/2020
Restaurants - Quick ServiceGrand PrairieTX814 73 — — 814 73 887 15 199912/15/2020
Restaurants - Quick ServiceDallasTX845 286 — — 845 286 1,131 23 197712/15/2020
Restaurants - Quick ServiceOklahoma CityOK542 985 — — 542 985 1,527 45 201012/15/2020
Restaurants - Quick ServiceKilgoreTX449 710 — — 449 710 1,159 32 197912/15/2020
Car WashesFort Worth TX1,590 2,724 — — 1,590 2,724 4,314 114 194212/18/2020
Car WashesHudson OaksTX1,824 2,745 — — 1,824 2,745 4,569 92 194812/18/2020
Car WashesGarland TX1,303 2,287 — — 1,303 2,287 3,590 80 201212/18/2020
Car WashesFort WorthTX1,907 3,129 — — 1,907 3,129 5,036 130 201312/18/2020
Car WashesCrowleyTX1,571 2,873 — — 1,571 2,873 4,444 108 201612/18/2020
Car WashesFlower MoundTX1,623 2,730 — — 1,623 2,730 4,353 114 201812/18/2020
Car WashesFort WorthTX1,655 2,129 — — 1,655 2,129 3,784 94 201812/18/2020
Medical / Dental NapervilleIL315 786 202 505 517 1,291 1,808 46 199812/21/2020
Automotive ServiceWashington Court House OH550 1,061 — — 550 1,061 1,611 44 200412/21/2020
Automotive ServiceCincinnatiOH448 911 — — 448 911 1,359 33 199112/21/2020
Restaurants - Quick ServiceDothanAL459 1,431 — — 459 1,431 1,890 61 201912/22/2020
Restaurants - Quick ServicePhiladelphiaMS373 1,540 — — 373 1,540 1,913 62 202012/22/2020
Restaurants - Quick ServiceAshfordAL410 1,338 — — 410 1,338 1,748 52 202012/22/2020
Restaurants - Quick ServiceNewtonMS471 1,316 — — 471 1,316 1,787 59 202012/22/2020
Car WashesSlidellLA962 2,919 — — 962 2,919 3,881 120 201212/23/2020
Car WashesGulfportMS666 973 — — 666 973 1,639 54 200812/23/2020
Car WashesCarbondale IL1,674 3,227 — — 1,674 3,227 4,901 132 201812/23/2020
Medical / Dental ArlingtonTX176 329 — — 176 329 505 12 198312/23/2020
Medical / Dental Austin TX581 346 — — 581 346 927 11 196812/23/2020
Medical / Dental FlorissantMO454 920 — 377 454 1,297 1,751 31 198712/23/2020
Medical / Dental TempleTX145 854 — — 145 854 999 27 201512/23/2020
Medical / Dental NorcrossGA652 981 — — 652 981 1,633 29 197512/23/2020
Medical / Dental CarroltonTX1,534 1,073 — — 1,534 1,073 2,607 38 198312/23/2020
Car WashesJacksonvilleNC915 1,436 — — 915 1,436 2,351 73 200312/29/2020
Other ServicesPensacolaFL1,187 3,344 — — 1,187 3,344 4,531 107 197012/29/2020
Medical / Dental Amarillo TX221 990 — — 221 990 1,211 33 201812/29/2020
Medical / Dental Amarillo TX369 2,186 — — 369 2,186 2,555 67 197812/29/2020
Medical / Dental Amarillo TX468 848 — — 468 848 1,316 36 201512/29/2020
F-19


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year
Constructed
Date
Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Equipment Rental and SalesMilfordNH$709 $407 $— $692 $709 $1,099 $1,808 $34 198212/30/2020
Equipment Rental and SalesBeaumonTX1,314 2,728 — — 1,314 2,728 4,042 117 199112/31/2020
Equipment Rental and SalesCibiloTX1,231 3,334 — — 1,231 3,334 4,565 112 198012/31/2020
Restaurants - Casual DiningSaginawMI1,047 744 — — 1,047 744 1,791 45 19961/8/2021
Medical / Dental PickensSC678 3,123 — — 678 3,123 3,801 94 19781/14/2021
Medical / Dental SimpsonvilleSC1,447 2,383 — — 1,447 2,383 3,830 90 19931/14/2021
Medical / Dental GreenvilleSC1,073 1,570 — — 1,073 1,570 2,643 55 19681/14/2021
Early Childhood EducationLitchfield ParkAZ392 1,139 — — 392 1,139 1,531 39 20051/15/2021
Medical / Dental ChannahonIL601 3,178 — — 601 3,178 3,779 91 20061/21/2021
Medical / Dental Franklin ParkIL408 1,037 — — 408 1,037 1,445 33 19821/21/2021
Medical / Dental LockportIL468 950 — — 468 950 1,418 33 20011/21/2021
Medical / Dental WilmingtonIL127 987 — — 127 987 1,114 29 19681/21/2021
Medical / Dental AuroraIL526 2,040 — — 526 2,040 2,566 61 19741/21/2021
Medical / Dental Franklin ParkIL41 194 — — 41 194 235 19671/21/2021
GroceryDoniphanMO698 2,006 — — 698 2,006 2,704 82 20051/22/2021
Restaurants - Quick ServiceBremenGA553 616 — — 553 616 1,169 21 20072/1/2021
Medical / Dental HarrahOK67 760 — — 67 760 827 20 19642/4/2021
Medical / Dental ShattuckOK143 1,087 — — 143 1,087 1,230 31 19822/4/2021
Medical / Dental NobleOK553 1,872 — — 553 1,872 2,425 57 20112/4/2021
Medical / Dental EdmondOK107 697 — — 107 697 804 18 20052/4/2021
Medical / Dental SapulpaOK294 436 — — 294 436 730 22 20082/4/2021
Pet Care ServicesColumbiaSC331 643 — — 331 643 974 17 20182/5/2021
Medical / Dental ClermontFL1,415 12,340 — — 1,415 12,340 13,755 301 20192/18/2021
Restaurants - Quick ServicePaducahKY1,215 1,255 — — 1,215 1,255 2,470 43 20202/18/2021
Early Childhood EducationLorainOH681 861 463 683 1,324 2,007 34 20063/12/2021
Early Childhood EducationAvonOH730 1,358 427 732 1,785 2,517 48 20063/12/2021
Early Childhood EducationBath Township, AkronOH1,357 2,965 477 1,361 3,442 4,803 86 19893/12/2021
Early Childhood EducationBrecksvilleOH1,352 1,357 416 1,357 1,773 3,130 71 20043/12/2021
Early Childhood EducationHudsonOH969 1,466 410 972 1,876 2,848 58 20033/12/2021
Early Childhood EducationIndependenceOH1,683 1,910 424 1,688 2,334 4,022 91 20043/12/2021
Early Childhood EducationRocky RiverOH486 2,263 357 487 2,620 3,107 63 20013/12/2021
Early Childhood EducationShaker HeightsOH642 3,450 421 644 3,871 4,515 92 20173/12/2021
Early Childhood EducationSolonOH466 3,115 256 468 3,371 3,839 80 20093/12/2021
Early Childhood EducationStrongsvilleOH1,386 1,875 581 1,390 2,456 3,846 58 20003/12/2021
Early Childhood EducationWestlakeOH446 2,478 573 447 3,051 3,498 64 19923/12/2021
Car WashesLongmontCO965 1,304 — 595 965 1,899 2,864 43 20063/18/2021
Early Childhood EducationNorth Las VegasNV1,311 1,724 — — 1,311 1,724 3,035 51 20063/19/2021
Early Childhood EducationNorth Las VegasNV1,169 1,726 — — 1,169 1,726 2,895 48 19983/19/2021
Restaurants - Quick ServiceWarrenOH636 2,136 — — 636 2,136 2,772 59 19643/19/2021
Restaurants - Quick ServiceEast LiverpoolOH300 1,683 — — 300 1,683 1,983 42 19783/19/2021
Restaurants - Quick ServiceGirardOH635 2,499 — — 635 2,499 3,134 65 19933/19/2021
Automotive ServiceOxnardCA1,021 2,750 — — 1,021 2,750 3,771 64 19603/24/2021
Automotive ServiceSanta MariaCA1,282 2,615 — — 1,282 2,615 3,897 63 19733/24/2021
Automotive ServiceAtascaderoaCA1,247 1,350 — — 1,247 1,350 2,597 32 19913/24/2021
Automotive ServiceGlendaleAZ2,152 1,717 — — 2,152 1,717 3,869 40 19803/26/2021
Early Childhood EducationFrankfortKY329 1,276 — — 329 1,276 1,605 37 20033/31/2021
Automotive ServiceParkerCO1,030 2,107 — — 1,030 2,107 3,137 57 20083/31/2021
Automotive ServiceThorntonCO1,171 2,002 — — 1,171 2,002 3,173 57 20033/31/2021
Automotive ServiceMariettaGA1,675 1,461 — — 1,675 1,461 3,136 42 19973/31/2021
Automotive ServiceKnoxvilleTN650 1,422 — — 650 1,422 2,072 37 20163/31/2021
Automotive ServicePhoenixAZ1,035 1,992 — — 1,035 1,992 3,027 53 20173/31/2021
Automotive ServiceScottsdaleAZ1,661 1,716 — — 1,661 1,716 3,377 46 19983/31/2021
Automotive ServicePhoenixAZ553 1,085 — — 553 1,085 1,638 25 19623/31/2021
Medical / Dental BrentwoodCA388 933 — — 388 933 1,321 27 20053/31/2021
F-20


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year
Constructed
Date
Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Medical / Dental Chino HillsCA$752 $1,358 $— $— $752 $1,358 $2,110 $37 20073/31/2021
Medical / Dental Thousand OaksCA1,085 1,743 — — 1,085 1,743 2,828 53 20043/31/2021
Medical / Dental FairfieldCT1,263 1,274 — — 1,263 1,274 2,537 51 20093/31/2021
Medical / Dental McLeanVA947 2,045 — — 947 2,045 2,992 49 20013/31/2021
Medical / Dental CypressTX1,655 1,629 — — 1,655 1,629 3,284 69 20143/31/2021
Medical / Dental Fairfax StationVA546 755 — — 546 755 1,301 29 20093/31/2021
Medical / Dental Granite BayCA772 1,264 — — 772 1,264 2,036 38 19893/31/2021
Medical / Dental BrentwoodCA1,059 801 — — 1,059 801 1,860 25 20053/31/2021
Medical / Dental StamfordCT626 401 — — 626 401 1,027 20 18403/31/2021
Medical / Dental Dripping SpringsTX779 1,111 — — 779 1,111 1,890 37 20033/31/2021
Medical / Dental San JacintoCA394 1,600 — — 394 1,600 1,994 46 19893/31/2021
Medical / Dental EnumclawWA627 868 — — 627 868 1,495 46 19813/31/2021
Restaurants - Quick ServicePensacolaFL208 750 — — 208 750 958 17 19824/2/2021
Restaurants - Quick ServicePensacolaFL291 1,024 — — 291 1,024 1,315 26 19794/2/2021
Automotive ServiceYumaAZ491 965 — — 491 965 1,456 31 19754/9/2021
Automotive ServiceSpringfieldMO463 769 — — 463 769 1,232 23 20024/9/2021
Automotive ServiceSpringfieldMO303 790 — — 303 790 1,093 20 20034/9/2021
Restaurants - Quick ServiceMcAllenTX1,931 1,358 — — 1,931 1,358 3,289 36 19994/9/2021
Restaurants - Quick ServiceLaredoTX1,544 841 — — 1,544 841 2,385 28 19934/9/2021
Restaurants - Quick ServiceLaredoTX1,145 971 — — 1,145 971 2,116 26 20064/9/2021
Restaurants - Quick ServiceLaredoTX2,061 2,193 — — 2,061 2,193 4,254 54 20084/9/2021
Restaurants - Quick ServiceMcAllenTX1,190 1,030 — — 1,190 1,030 2,220 25 19954/9/2021
Restaurants - Quick ServiceMcAllenTX1,998 2,051 — — 1,998 2,051 4,049 47 19924/9/2021
Restaurants - Quick ServiceLaredoTX2,483 2,140 — — 2,483 2,140 4,623 54 19894/9/2021
Medical / Dental RussellvilleAR144 571 — 70 144 641 785 14 20004/13/2021
GroceryConwayAR1,000 4,717 — — 1,000 4,717 5,717 113 20104/28/2021
Restaurants - Quick ServiceCotullaTX1,693 973 — — 1,693 973 2,666 36 20084/29/2021
Restaurants - Quick ServiceMissionTX1,739 1,831 — — 1,739 1,831 3,570 43 20104/29/2021
Medical / Dental RollaMO180 338 — 100 180 438 618 10 19904/30/2021
Medical / Dental CantonTX167 958 — — 167 958 1,125 22 20114/30/2021
Restaurants - Quick ServiceNatchezMS270 445 — — 270 445 715 16 19814/30/2021
Car WashesTulsaOK1,421 2,077 — — 1,421 2,077 3,498 60 20165/5/2021
Medical / Dental PasadenaTX1,583 2,972 — — 1,583 2,972 4,555 67 19785/11/2021
Medical / Dental FayettevilleNC443 1,367 — — 443 1,367 1,810 29 20175/20/2021
Medical / Dental FayettevilleNC374 1,182 — — 374 1,182 1,556 23 19995/20/2021
Medical / Dental FayettevilleNC173 774 — — 173 774 947 16 20045/20/2021
Medical / Dental SpringlakeNC529 1,962 — — 529 1,962 2,491 40 20195/20/2021
Medical / Dental CameronNC605 916 — — 605 916 1,521 24 20165/20/2021
Medical / Dental PinehurstNC135 419 — — 135 419 554 19995/20/2021
Medical / Dental JacksonvilleNC267 301 — — 267 301 568 19965/20/2021
Restaurants - Casual DiningToledoOH2,337 — — — 2,337 — 2,337 — 19885/20/2021
Automotive ServiceLincolnNE1,177 479 — — 1,177 479 1,656 15 19955/24/2021
GroceryConwayAR1,134 1,353 — — 1,134 1,353 2,487 35 19895/25/2021
GroceryRussellvilleAR1,072 1,629 — — 1,072 1,629 2,701 43 19895/25/2021
GroceryWaterfordWI1,443 3,234 — — 1,443 3,234 4,677 76 19965/25/2021
Early Childhood EducationWarrenvilleIL1,418 3,702 — — 1,418 3,702 5,120 65 20056/17/2021
Pet Care ServicesColliervilleTN418 609 — — 418 609 1,027 16 20186/17/2021
Automotive ServiceEdmondOK486 539 — — 486 539 1,025 13 20036/23/2021
Automotive ServiceOklahoma CityOK428 599 — — 428 599 1,027 16 20036/23/2021
Medical / Dental ToledoOH328 2,000 — — 328 2,000 2,328 33 20056/25/2021
Medical / Dental ToledoOH261 1,491 — — 261 1,491 1,752 25 19736/25/2021
Medical / Dental RossfordOH220 1,207 — — 220 1,207 1,427 21 19846/25/2021
Medical / Dental ToledoOH439 1,715 — — 439 1,715 2,154 32 19776/25/2021
Medical / Dental WatervilleOH1,831 2,481 — — 1,831 2,481 4,312 56 20176/25/2021
F-21


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year
Constructed
Date
Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Medical / Dental ToledoOH$566 $1,573 $— $— $566 $1,573 $2,139 $32 19936/25/2021
GroceryMarinetteWI729 1,938 — — 729 1,938 2,667 45 19876/29/2021
GroceryMenomineeMI1,224 6,189 — — 1,224 6,189 7,413 126 19696/29/2021
Medical / Dental El DoradoAR83 385 — 235 83 620 703 19506/30/2021
EntertainmentWindsor LocksCT887 7,538 — — 887 7,538 8,425 123 19606/30/2021
EntertainmentPortlandME2,052 4,924 — — 2,052 4,924 6,976 79 19896/30/2021
Early Childhood EducationRiverviewFL766 2,267 — — 766 2,267 3,033 40 20126/30/2021
Early Childhood EducationRiverviewFL1,563 1,457 — — 1,563 1,457 3,020 47 20156/30/2021
Restaurants - Quick ServiceCharlestonMS319 228 — — 319 228 547 11 19966/30/2021
Restaurants - Quick ServiceMarksMS305 147 — — 305 147 452 11 19806/30/2021
Restaurants - Quick ServiceLaurelMS451 141 — — 451 141 592 12 19756/30/2021
Restaurants - Quick ServiceVicksburgMS521 219 — — 521 219 740 18 19996/30/2021
Restaurants - Quick ServiceBelzoniMS512 235 — — 512 235 747 20 20176/30/2021
Early Childhood EducationFairlawnOH798 3,638 — — 798 3,638 4,436 67 20126/30/2021
Early Childhood EducationStowOH836 2,328 — — 836 2,328 3,164 53 19946/30/2021
Early Childhood EducationHartvilleOH272 3,148 — — 272 3,148 3,420 51 19566/30/2021
Early Childhood EducationGreenOH389 2,244 — — 389 2,244 2,633 42 20006/30/2021
Early Childhood EducationMedinaOH603 2,520 — — 603 2,520 3,123 49 19966/30/2021
Early Childhood EducationWadsworthOH735 3,673 — — 735 3,673 4,408 72 20166/30/2021
Early Childhood EducationNorth LibertyIA636 2,199 — — 636 2,199 2,835 40 20056/30/2021
Restaurants - Quick ServiceAltusOK798 932 — — 798 932 1,730 20 20177/1/2021
Restaurants - Quick ServiceElk CityOK738 902 — — 738 902 1,640 17 20187/1/2021
Restaurants - Quick ServiceWeatherfordOK799 902 — — 799 902 1,701 16 20187/1/2021
Health and FitnessSan AngeloTX2,135 — — — 2,135 — 2,135 — 19987/8/2021
EntertainmentVernonCT1,629 6,400 — — 1,629 6,400 8,029 88 20097/16/2021
Restaurants - Casual DiningWeymouthMA870 1,998 — — 870 1,998 2,868 39 20087/19/2021
Restaurants - Casual DiningCranstonRI830 1,171 — — 830 1,171 2,001 24 19967/19/2021
Restaurants - Casual DiningTauntonMA1,265 2,373 — — 1,265 2,373 3,638 42 19977/19/2021
Restaurants - Casual DiningLynnfieldMA1,630 848 — — 1,630 848 2,478 24 19997/19/2021
Restaurants - Casual DiningHaverhillMA1,245 1,703 — — 1,245 1,703 2,948 28 19857/19/2021
Restaurants - Casual DiningSalemNH1,978 2,127 — — 1,978 2,127 4,105 30 19747/19/2021
Restaurants - Casual DiningSalemMA939 898 — — 939 898 1,837 17 19957/19/2021
Restaurants - Casual DiningFitchburgMA1,060 2,211 — — 1,060 2,211 3,271 39 20007/19/2021
Restaurants - Casual DiningMashpeeMA1,352 1,501   1,352 1,501 2,853 30 19967/19/2021
Restaurants - Casual DiningYarmouthMA1,494 1,543 — — 1,494 1,543 3,037 32 19977/19/2021
Restaurants - Casual DiningBillericaMA1,262 258 — — 1,262 258 1,520 19967/19/2021
Restaurants - Casual DiningAuburnMA1,867 1,612 — — 1,867 1,612 3,479 41 19927/19/2021
Equipment Rental and SalesEastonNY440 — — — 440 — 440 — 7/21/2021
Equipment Rental and SalesEast WindsorCT674 — — — 674 — 674 — 7/21/2021
Pet Care ServicesChicagoIL877 1,424 — — 877 1,424 2,301 19 19767/21/2021
Pet Care ServicesMariettaGA943 574 — — 943 574 1,517 11 19977/29/2021
Pet Care ServicesMissouri CityTX511 1,057 — — 511 1,057 1,568 15 20058/3/2021
Early Childhood EducationShakopeeMN740 3,081 — — 740 3,081 3,821 38 20178/4/2021
Automotive ServiceGlendaleAZ1,847 1,974 — — 1,847 1,974 3,821 30 20208/10/2021
Restaurants - Quick ServiceWinchesterKY390 401 — — 390 401 791 19838/13/2021
Restaurants - Quick ServiceRadcliffKY235 412 — — 235 412 647 19878/13/2021
Restaurants - Quick ServiceMaysvilleKY254 410 — — 254 410 664 19858/13/2021
Restaurants - Quick ServicePortsmouthOH255 450 — — 255 450 705 19788/13/2021
Restaurants - Quick ServiceHillsboroOH327 670 — — 327 670 997 12 19848/13/2021
Restaurants - Quick ServiceLondonKY184 683 — — 184 683 867 19888/13/2021
Restaurants - Quick ServiceBareaKY313 320 — — 313 320 633 19698/13/2021
Early Childhood EducationNew BernNC455 1,317 — — 455 1,317 1,772 18 20068/18/2021
Early Childhood EducationWilmingtonNC1,439 1,608 — — 1,439 1,608 3,047 23 20008/18/2021
Early Childhood EducationJacksonvilleNC834 2,066 — — 834 2,066 2,900 26 19898/18/2021
F-22


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year
Constructed
Date
Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Early Childhood EducationMorehead CityNC$321 $1,512 $— $— $321 $1,512 $1,833 $18 19918/18/2021
Early Childhood EducationLelandNC1,487 1,811 — — 1,487 1,811 3,298 27 20068/18/2021
Early Childhood EducationNew BernNC2,046 2,865 — — 2,046 2,865 4,911 43 20188/18/2021
Early Childhood EducationJacksonvilleNC1,390 1,654 — — 1,390 1,654 3,044 23 20028/18/2021
Early Childhood EducationSwansboroNC1,184 1,918 — — 1,184 1,918 3,102 28 20098/18/2021
Early Childhood EducationMorehead CityNC342 764 — — 342 764 1,106 11 19858/18/2021
Early Childhood EducationHavelockNC283 1,058 — — 283 1,058 1,341 14 19868/18/2021
Early Childhood EducationJacksonvilleNC1,108 2,069 — — 1,108 2,069 3,177 31 20098/18/2021
Early Childhood EducationJacksonvilleNC1,144 2,423 — — 1,144 2,423 3,567 31 19908/18/2021
Early Childhood EducationBurgawNC373 1,417 — — 373 1,417 1,790 18 20058/18/2021
Automotive ServiceWichitaKS366 621 — — 366 621 987 19898/19/2021
Automotive ServiceWichitaKS520 581 — — 520 581 1,101 19958/19/2021
Automotive ServiceWichitaKS165 461 — — 165 461 626 20188/19/2021
Automotive ServiceWichitaKS495 537 — — 495 537 1,032 20188/19/2021
Automotive ServiceWichitaKS314 978 — — 314 978 1,292 12 20188/19/2021
Automotive ServiceWichitaKS412 648 — — 412 648 1,060 20188/19/2021
Automotive ServiceWichitaKS736 540 — — 736 540 1,276 19818/19/2021
Automotive ServiceEnidOK721 482 — — 721 482 1,203 10 19938/19/2021
Automotive ServiceNormanOK445 478 — — 445 478 923 19958/19/2021
Automotive ServiceWarr AcresOK425 584 — — 425 584 1,009 19868/19/2021
Automotive ServiceNormanOK446 559 — — 446 559 1,005 19858/19/2021
Restaurants - Casual DiningSt. Peter'sMO2,435 — — — 2,435 — 2,435 — 8/20/2021
Equipment Rental and SalesCliftonNY2,049 — — — 2,049 — 2,049 — 8/31/2021
Health and FitnessTallahasseeFL3,597 — — — 3,597 — 3,597 — 20009/1/2021
Car WashesFort CollinsCO928 2,103 — — 928 2,103 3,031 21 20049/3/2021
Equipment Rental and SalesPlainfieldCT1,618 — — — 1,618 — 1,618 — 20059/3/2021
Early Childhood EducationFranklinTN828 728 — 200 828 928 1,756 10 19849/3/2021
Medical / Dental TexarkanaAR190 200 — 96 190 296 486 19809/8/2021
Equipment Rental and SalesBaytownTX1,195 3,062 — — 1,195 3,062 4,257 34 20209/10/2021
Equipment Rental and SalesGrove CityOH1,303 2,194 — — 1,303 2,194 3,497 33 19969/10/2021
Equipment Rental and SalesArdmoreOK1,820 1,505 — — 1,820 1,505 3,325 30 19979/10/2021
Equipment Rental and SalesTheodoreAL1,999 1,072 — — 1,999 1,072 3,071 35 20089/10/2021
Other ServicesTylerTX2,281 1,409 — — 2,281 1,409 3,690 37 20179/11/2021
Other ServicesColbertOK2,257 2,073 — — 2,257 2,073 4,330 37 20069/11/2021
Other ServicesDonnaTX4,739 4,071 — — 4,739 4,071 8,810 61 20199/11/2021
Other ServicesNacogdochesTX1,334 1,780 — — 1,334 1,780 3,114 31 20089/11/2021
Other ServicesLorenaTX1,773 3,381 — — 1,773 3,381 5,154 57 20219/11/2021
Restaurants - Casual DiningLee's SummitMO2,618 — — — 2,618 — 2,618 — 9/14/2021
GrocerySuamicoWI2,869 10,331 — — 2,869 10,331 13,200 100 20069/15/2021
GrocerySheboyganWI2,665 9,466 — — 2,665 9,466 12,131 88 20119/15/2021
Pet Care ServicesAustinTX1,027 — — — 1,027 — 1,027 — 9/24/2021
Medical / Dental BrandonFL64 700 — — 64 700 764 20179/24/2021
Medical / Dental TampaFL323 675 — — 323 675 998 19349/24/2021
Other ServicesCollege StationTX4,134 5,525 — — 4,134 5,525 9,659 71 20169/24/2021
Automotive ServiceSangerTX483 1,446 — — 483 1,446 1,929 15 20059/27/2021
Early Childhood EducationWestervilleOH884 1,282 — 792 884 2,074 2,958 17 20069/28/2021
Early Childhood EducationWestervilleOH888 701 — 671 888 1,372 2,260 11 19809/28/2021
Early Childhood EducationColumbusOH323 838 — 367 323 1,205 1,528 19809/28/2021
Early Childhood EducationPowellOH788 1,883 — 1,385 788 3,268 4,056 21 19909/28/2021
Early Childhood EducationDublinOH1,494 2,005 — — 1,494 2,005 3,499 25 19859/28/2021
Early Childhood EducationMesaAZ442 93 — — 442 93 535 198010/1/2021
Restaurants - Quick ServiceGreenvilleAL383 904 — — 383 904 1,287 198710/1/2021
Automotive ServiceQueen Creek AZ927 1,031 — — 927 1,031 1,958 201910/4/2021
IndustrialMartinsvilleVA679 3,839 — — 679 3,839 4,518 32 196410/7/2021
F-23


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year
Constructed
Date
Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Equipment Rental and SalesOssipeeNH$415 $— $— $— $415 $— $415 $— 199610/7/2021
Early Childhood EducationLee's SummitMO389 738 — — 389 738 1,127 200110/8/2021
Automotive ServiceBolivarMO210 821 — — 210 821 1,031 199710/12/2021
Automotive ServiceMesaAZ969 3,182 — — 969 3,182 4,151 27 200110/14/2021
Medical / Dental MassillonOH260 1,028 — — 260 1,028 1,288 197310/14/2021
Medical / Dental Cuyahoga FallsOH369 1,980 — — 369 1,980 2,349 15 196210/14/2021
Medical / Dental BucyrusOH45 633 — — 45 633 678 194410/14/2021
Automotive ServiceLawtonOK414 571 — — 414 571 985 199810/15/2021
Automotive ServiceLawtonOK312 286 — — 312 286 598 198410/15/2021
Automotive ServiceAdaOK281 195 — — 281 195 476 199910/15/2021
Medical / Dental CambridgeOH703 1,535 — — 703 1,535 2,238 15 199410/15/2021
Medical / Dental Manchester CenterVT357 916 — — 357 916 1,273 198010/18/2021
Restaurants - Quick ServiceRoanoke RapidsNC496 — — — 496 — 496 — 10/21/2021
Medical / Dental DarlingtonSC1,001 2,041 — — 1,001 2,041 3,042 17 199810/21/2021
Pet Care ServicesHooverAL1,138 — — — 1,138 — 1,138 — 10/26/2021
Restaurants - Casual DiningSioux FallsSD1,922 2,475 — — 1,922 2,475 4,397 21 200010/29/2021
Restaurants - Casual DiningKansas CityMO1,634 1,526 — — 1,634 1,526 3,160 14 200510/29/2021
Medical / Dental SouthavenMS244 5,942 — — 244 5,942 6,186 38 199910/29/2021
Car WashesLimaOH897 4,035 — — 897 4,035 4,932 23 201311/2/2021
Car WashesLimaOH1,202 3,621 — — 1,202 3,621 4,823 24 201511/2/2021
Car WashesMiddletownOH1,003 3,856 — — 1,003 3,856 4,859 23 199011/2/2021
Car WashesFindlayOH1,520 3,368 — — 1,520 3,368 4,888 21 201511/2/2021
Car WashesBowling GreenOH1,238 3,610 — — 1,238 3,610 4,848 23 201711/2/2021
GroceryMenasha WI2,148 16,344 — — 2,148 16,344 18,492 82 201611/4/2021
Pet Care ServicesAtlantaGA 791 728 — — 791 728 1,519 196811/4/2021
Pet Care ServicesGreensboro NC315 2,628 — — 315 2,628 2,943 13 201611/4/2021
Pet Care ServicesWinston-SalemNC636 1,399 — — 636 1,399 2,035 201111/4/2021
Pet Care ServicesCaryNC942 2,887 — — 942 2,887 3,829 19 200211/4/2021
Automotive ServiceEl PasoTX1,128 2,137 — — 1,128 2,137 3,265 11 198111/5/2021
Automotive ServiceEl PasoTX513 1,750 — — 513 1,750 2,263 201211/5/2021
Automotive ServiceEl PasoTX256 1,818 — — 256 1,818 2,074 197811/5/2021
Automotive ServiceEl PasoTX349 1,823 — — 349 1,823 2,172 198711/5/2021
Automotive ServiceAlamogordoNM175 641 — — 175 641 816 198911/5/2021
Automotive ServiceLas CrucesNM368 1,751 — — 368 1,751 2,119 199411/5/2021
Automotive ServiceEl PasoTX646 1,918 — — 646 1,918 2,564 200111/5/2021
Automotive ServiceEau ClaireWI267 1,849 — — 267 1,849 2,116 201711/10/2021
Automotive ServiceEau ClaireWI306 108 — — 306 108 414 198711/10/2021
Early Childhood EducationCiboloTX764 2,422 — — 764 2,422 3,186 13 201911/12/2021
Pet Care ServicesWinston-SalemNC150 1,477 — — 150 1,477 1,627 197011/17/2021
Restaurants - Quick ServiceBurbank IL 498 682 — — 498 682 1,180 200011/17/2021
EntertainmentW. Des MoinesIA2,560 6,120 — — 2,560 6,120 8,680 36 201811/18/2021
Early Childhood EducationPurcellvilleVA1,632 3,403 — — 1,632 3,403 5,035 16 201811/18/2021
Early Childhood EducationMidlothian TX633 1,376 — 46 633 1,422 2,055 200911/23/2021
Early Childhood EducationMidlothian TX840 1,169 — 60 840 1,229 2,069 201711/23/2021
GroceryKenoshaWI3,663 13,806 — — 3,663 13,806 17,469 74 201611/30/2021
Automotive ServiceIngleside IL781 2,145 — — 781 2,145 2,926 199012/1/2021
Early Childhood EducationGarnerNC619 1,612 — — 619 1,612 2,231 200612/3/2021
Early Childhood EducationApexNC750 1,068 — — 750 1,068 1,818 200112/10/2021
Early Childhood EducationWilmingtonNC766 2,192 — — 766 2,192 2,958 199812/10/2021
Restaurants - Casual DiningOverland ParkKS2,441 325 — — 2,441 325 2,766 199112/15/2021
Early Childhood EducationExcelsior SpringsMO190 1,171 — — 190 1,171 1,361 198612/15/2021
Early Childhood EducationKearneyMO700 2,503 — — 700 2,503 3,203 200612/15/2021
Early Childhood EducationKansas CityMO385 1,254 — — 385 1,254 1,639 200912/15/2021
F-24


Description(a)EncumbrancesInitial Cost to CompanyCost Capitalized Subsequent
to Acquisition
Gross Amount at
December 31, 2021(b)(c)
Accumulated Depreciation
(d)(e)
Year
Constructed
Date
Acquired
Tenant IndustryCityStateLand &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Land &
Improvements
Building &
Improvements
Total
Early Childhood EducationParkvilleMO$507 $1,354 $— $— $507 $1,354 $1,861 $200412/15/2021
Early Childhood EducationPlatte CityMO194 929 — — 194 929 1,123 200512/15/2021
Early Childhood EducationVandalia OH 784 809 — — 784 809 1,593 199412/15/2021
Automotive ServiceClevelandMS313 664 — — 313 664 977 199012/17/2021
Automotive ServiceGreensvilleMS132 206 — — 132 206 338 199512/17/2021
Automotive ServiceGreensvilleMS209 111 — — 209 111 320 199012/17/2021
Automotive ServiceKosciuskoMS293 203 — — 293 203 496  N/A 12/17/2021
Automotive ServiceNatchezMS982 1,931 — — 982 1,931 2,913 199012/17/2021
Early Childhood EducationGreensboroNC767 872 — 100 767 972 1,739 197412/17/2021
Pet Care ServicesRockledgeFL952 — — — 952 — 952 — 12/17/2021
Pet Care ServicesMissouri CityTX665 2,645 — — 665 2,645 3,310 200612/20/2021
Equipment Rental and SalesFort Myers FL1,459 435 — 865 1,459 1,300 2,759 197312/20/2021
Equipment Rental and SalesHialeah GardensFL5,406 4,302 — 1,057 5,406 5,359 10,765 11 198312/20/2021
Equipment Rental and SalesJacksonvilleFL959 336 — 733 959 1,069 2,028 199712/20/2021
Equipment Rental and SalesOrlandoFL4,313 872 — 1,370 4,313 2,242 6,555 197112/20/2021
Equipment Rental and SalesTampaFL1,612 3,784 — 1,070 1,612 4,854 6,466 11 197912/20/2021
IndustrialHuronSD1,250 2,950 — — 1,250 2,950 4,200 199212/21/2021
Medical / Dental MidlandTX607 3,356 — — 607 3,356 3,963 201512/28/2021
IndustrialMcGregorTX5,350 6,679 — — 5,350 6,679 12,029 46 200812/28/2021
Early Childhood EducationDe PereWI609 2,527 — — 609 2,527 3,136 200612/29/2021
Early Childhood EducationHowardWI539 2,481 — — 539 2,481 3,020 199212/29/2021
Automotive ServiceNorthglennCO1,110 1,676 — — 1,110 1,676 2,786 201412/30/2021
Automotive ServiceNorthglennCO784 2,067 — — 784 2,067 2,851 201612/30/2021
Medical / Dental Kansas CityMO696 1,165 — 75 696 1,240 1,936 201212/30/2021
Medical / Dental RaymoreMO446 1,128 — 100 446 1,228 1,674 200412/30/2021
Automotive ServiceAuroraCO384 918 — — 384 918 1,302 198212/30/2021
Automotive ServiceAuroraCO802 1,816 — — 802 1,816 2,618 198412/30/2021
Medical / Dental Garden CityMI563 2,640 — — 563 2,640 3,203 197712/30/2021
Medical / Dental SouthfieldMI579 2,616 — — 579 2,616 3,195 196612/30/2021
Medical / Dental SouthgateMI514 2,646 — — 514 2,646 3,160 195312/30/2021
Automotive ServiceMahtomediMN1,026 1,994 — — 1,026 1,994 3,020 200012/31/2021
$994,659 $1,928,219 $9,495 $107,700 $1,004,154 $2,035,919 $3,040,073 $169,126 

(a)As of December 31, 2021, the Company had investments in 1,451 single-tenant real estate property locations including 1,315 owned properties and 10 ground lease interests. All or a portion of six of the Company’s owned properties and one property subject to ground lease interests are subject to leases accounted for as direct financing leases and the portions relating to the direct financing leases are excluded from the table above. The Company owns five properties which are accounted for as a loan receivable, as the leases contain purchase options. Initial costs exclude intangible lease assets totaling $76.3 million.
(b)The aggregate cost for federal income tax purposes is $2.7 billion.
F-25


(c)The following is a reconciliation of carrying value for land and improvements and building and improvements for the periods presented:
(in thousands) Year ended December 31, 2021Year ended December 31, 2020Year ended December 31, 2019
Balance, beginning of period$2,260,919 $1,812,961 $1,306,504 
Additions
Acquisitions831,795 527,482 568,680 
Improvements9,459 28,889 3,283 
Deductions
Provisions for impairment of real estate(6,120)(8,399)(1,527)
Real estate investments held for sale(15,434)(17,058)(1,211)
Cost of real estate sold(40,546)(82,956)(62,768)
Balance, end of period$3,040,073 $2,260,919 $1,812,961 
(d)The following is a reconciliation of accumulated depreciation for the periods presented:
(in thousands) Year ended December 31, 2021Year ended December 31, 2020Year ended December 31, 2019
Balance, beginning of period$112,144 $71,445 $37,904 
Additions
Depreciation expense61,172 51,736 36,354 
Deductions
Accumulated depreciation associated with real estate sold(4,190)(11,037)(2,813)
Balance, end of period$169,126 $112,144 $71,445 
(e)Depreciation is calculated using the straight-line method over the estimated useful lives of the properties, which is up to 40 years for buildings and improvements and 15 years for land improvements.
(f)Amounts shown as reductions to cost capitalized subsequent to acquisition represent provisions recorded for impairment of real estate or partial land dispositions.

See accompanying report of independent registered public accounting firm.


F-26


ESSENTIAL PROPERTIES REALTY TRUST, INC. AND ESSENTIAL PROPERTIES REALTY TRUST, INC. PREDECESSOR
Schedule IV - Mortgage Loans on Real Estate
As of December 31, 2021
(Dollar amounts in thousands)
DescriptionInterest
rate
Final
Maturity
Date
Periodic
Payment
Terms
Final
Payment
Terms
Prior
Liens
Face
Amount of
Mortgages
Carrying
Amount of
Mortgages
Principal Amount
of Loans Subject
to Delinquent
Principal or Interest
First mortgage loans:        
Two Early Childhood Education Centers located in Florida8.80%5/8/2039Interest only
Balloon - $12,000
None$12,000 $11,893 None
Two Early Childhood Education Centers located in Florida8.53%7/15/2039Interest only
Balloon - $7,300
None7,300 7,231 None
Two Family Dining Restaurants located in Texas8.10%6/30/2059Principal + InterestFully amortizingNone6,096 6,046 None
Sixty-nine Quick Service Restaurants located in fifteen states8.16%8/31/2034Interest only
Balloon - $28,000
None28,000 27,997 None
One Early Childhood Education Center located in Florida8.42%2/29/2040Interest only
Balloon - $5,300
None5,300 5,255 None
Three Convenience Stores located in Minnesota8.30%12/10/2022Interest only
Balloon - $2,324
None2,324 2,317 None
One Family Dining Restaurant located in Georgia7.00%1/25/2023Interest only
Balloon - $600
None600 597 None
Seven Automotive Service Centers located in California6.89%3/31/2026Interest only
Balloon - $14,165
None14,165 14,163 None
Three Convenience Stores located in Minnesota, Iowa, and Wisconsin 8.30%5/11/2023Interest only
Balloon - $3,146
None3,146 3,069 None
Two Casual Dining Restaurants located in Kentucky and Ohio6.87%5/31/2036Interest only
Balloon - $2,520
None2,520 2,520 None
Eighteen Casual Dining Restaurants located in 6 States7.51%5/31/2036Interest only
Balloon - $30,806
None30,806 30,635 None
Five Casual Dining Restaurants located in Kansas, Kentucky, and West Virginia 7.51%5/31/2036Interest only
Balloon - $9,679
None9,679 9,547 None
Two Entertainment Centers located in Missouri7.85%6/30/2031Interest only
Balloon - $13,000
None13,000 12,999 None
Two Convenience Stores located in Iowa8.29%6/1/2023Interest only
Balloon - $2,389
None2,389 2,328 None
One Entertainment Center located in New Jersey5.94%9/30/2051Principal + InterestFully amortizing None6,864 6,863 None
Two Indsutrial facilities located in California7.44%11/4/2036Interest only
Balloon - $9,808
None9,808 9,787 None
Five Car Washes located in Nevada 7.30%12/31/2036Interest only
Balloon - $25,714
None25,714 25,712 None
One Car Wash located in Florida7.73%12/29/2036Interest only
Balloon - $2,470
None2,470 2,463 None
      $182,181 $181,419  
F-27


The following shows changes in carrying amounts of mortgage loans receivable during the years ended December 31, 2021, 2020 and 2019 (in thousands):
 Year ended December 31,
 202120202019
Balance, beginning of period$144,048 $87,029 $14,854 
Additions:
New mortgage loans137,356 54,484 92,036 
Subsequent funding on existing mortgage loans— 3,500— 
Deductions:
Collections of principal(100,179)(11)(19,861)
Provision for loan losses194 (954)— 
Balance, end of period$181,419 $144,048 $87,029 
 
See accompanying report of independent registered public accounting firm.
F-28

Exhibit 10.4

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 10, 2022 (this “Agreement”), is among ESSENTIAL PROPERTIES REALTY TRUST, INC., a Maryland real estate investment trust (the “Parent REIT”), ESSENTIAL PROPERTIES, L.P., a Delaware limited partnership (the “Borrower”), the Subsidiary Guarantors party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Agent”), Barclays Bank PLC, as Existing Agent (defined below), and the Lenders party hereto.

RECITALS

WHEREAS, the Parent REIT, the Borrower, the lenders from time to time party thereto (the “Lenders”) and Barclays Bank PLC (the “Existing Agent”) are parties to the Amended and Restated Credit Agreement, dated as of April 12, 2019 (as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of November 22, 2019 and as further amended, restated, amended and restated, modified or supplemented prior to the date hereof, the “Credit Agreement”; the Credit Agreement, as modified hereby and as further amended from time to time in accordance with the terms thereof, the “Amended Credit Agreement”). Terms used but not defined herein shall have the respective meanings ascribed thereto in the Amended Credit Agreement.

WHEREAS, the Parent REIT, the Borrower, the Agent, and the Lenders party hereto have agreed to amend the Credit Agreement in accordance with and subject to the terms and conditions set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

I.    AMENDMENTS TO CREDIT AGREEMENT. Subject to the conditions precedent set forth in Section III below, as of the Effective Date, the Credit Agreement is hereby amended such that, immediately after giving effect to this Agreement: (a) the Amended Credit Agreement will read as set forth in Exhibit A and (b) a new Exhibit K (Form of Disbursement Instruction Agreement) will be added thereto as set forth in Exhibit B.

II.    REPRESENTATIONS. Each of the Parent REIT and the Borrower, on its own behalf and on behalf of the other Loan Parties, hereby represents, warrants and confirms that the representations and warranties in Section 4 of the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the date hereof, except to the extent any such representation or warranty relates solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date, and the representations and warranties contained in Section 4.1 of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) or (b), as applicable, of Section 6.1 of the Amended Credit Agreement.

III.    CONDITIONS TO EFFECTIVENESS. This Agreement will become effective on the first date (such date, the “Effective Date”) on which each of the following conditions is satisfied:

A.    The Agent shall have received counterparts of this Agreement executed and delivered by the Parent REIT, the Borrower, the Existing Agent, the other Loan Parties on the date hereof, each Revolving Credit Lender and Lenders constituting Required Lenders and the Agent.

B.    (a) The Existing Agent shall have received all reasonable fees and other amounts due and payable by the Borrower to the Existing Agent in accordance with the terms of the Credit



Agreement on or prior to the date hereof, including (i), to the extent invoiced, reimbursement or payment of all out of pocket expenses required pursuant to the terms of the Credit Agreement and this Agreement to be reimbursed or paid by the Borrower in connection herewith and (ii) the legal fees of Simpson Thacher & Bartlett LLP and (b) The Agent shall have received all reasonable fees and other amounts due and payable by the Borrower to the Agent in accordance with the terms of the Amended Credit Agreement on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required pursuant to the terms of the Amended Credit Agreement to be reimbursed or paid by the Borrower in connection herewith.

C.    The Agent shall have received all information reasonably requested by the Agent or any Lender regarding the Borrower and the other Loan Parties in order to comply with the Patriot Act and similar “know your customer” requirements of the Agent and the Lenders party to this Agreement.

D.    As of the date hereof, both immediately before and immediately after entering into and giving effect to this Agreement, no Default or Event of Default exists.

E.    The Agent shall have received a certificate of each Loan Party, dated the Effective Date, substantially in the form of Exhibit C of the Amended Credit Agreement, with appropriate insertions and attachments.

F.    The Agent shall have received the executed legal opinions of counsel to the Group Members, in form and substance reasonably acceptable to the Agent. Such legal opinions shall cover such matters incident to the transactions contemplated by this Agreement as the Agent may reasonably require and shall be addressed to the Agent and the Lenders.

G.    The Agent shall have received a Compliance Certificate, dated the Effective Date, demonstrating pro-forma compliance with each of the covenants set forth in Section 7.1 of the Amended Credit Agreement as of the last day of the most recent fiscal quarter of the Borrower for which the Borrower has provided financial statements under Section 6.1(b) of the Credit Agreement.

H.    The Agent shall have received copies of the corporate documents referenced in Section 5.1(m) of the Amended Credit Agreement.

I.    The Agent shall have received from the Borrower a Disbursement Instruction Agreement, substantially in the form of Exhibit K of the Amended Credit Agreement, effective as of the Effective Date.

J.    The Agent shall have received from the Borrower such other documents, instruments, certificates, assurances, consents and approvals as the Agent shall have reasonably requested from the Borrower prior to the Effective Date.

IV.    CONFIRMATION OF GUARANTY. Each Loan Party (a) confirms its obligations under the Guarantee Agreement, (b) confirms that its obligations under the Amended Credit Agreement constitute “Obligations” (as defined in the Amended Credit Agreement), (c) confirms its guarantee of the Obligations under the Guarantee Agreement, (d) confirms that its obligations under the Amended Credit Agreement are entitled to the benefits of the guarantee set forth in the Guarantee Agreement and (e) agrees that the Amended Credit Agreement is the “Credit Agreement” under and for all purposes of the Guarantee Agreement. Each Loan Party, by its execution of this Agreement, hereby confirms that the Obligations shall remain in full force and effect after giving effect to this Agreement.

V.    NO NOVATION. This Agreement, the Amended Credit Agreement or the effectiveness of this Agreement or the Amended Credit Agreement shall not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or any other Loan Document or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof.
2


Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Existing Credit Agreement, any other Loan Document or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby.

VI.    BENCHMARK TRANSITION EVENT. Each party hereto acknowledges and confirms that:

A.    a “Benchmark Transition Event” (as defined in the Credit Agreement) has occurred in respect of the LIBO Rate (as defined in the Credit Agreement);

B.    the amendments contemplated herein as set forth in Exhibit A shall be deemed as “Benchmark Replacement Conforming Changes” (as defined in the Credit Agreement);

C.    this Agreement is a “Benchmark Replacement Amendment” (as defined in the Credit Agreement) for the purposes of Section 2.26 of the Credit Agreement and satisfies all notice from, and all actions required to be taken by, the Agent in connection with an occurrence of a Benchmark Transition Event (as defined in the Credit Agreement) and the implementation of such Benchmark Replacement Conforming Changes pursuant to Section 2.26(c) of the Credit Agreement; and

D.    by executing this Agreement, each Lender party to this Agreement, hereby confirms and agrees (and does not object, under Section 2.26(a) of the Credit Agreement or otherwise) to such “Benchmark Replacement Amendment” contemplated herein.

VII.    CONSENT; ASSIGNMENT AND RE-ALLOCATION OF REVOLVING CREDIT LOANS.

A.    Subject to the satisfaction of the conditions precedent set forth in Section III above, each of the Lenders party to this Agreement, in its capacity as a Revolving Credit Lender (and as a Term Loan Lender, if applicable), hereby consents to this Agreement and the amendments to the Credit Agreement contemplated herein, including, the amendments to the terms and conditions in respect of the release of the Subsidiary Guarantors contemplated under Section 10.15 of the Amended Credit Agreement.

B.    In connection with the foregoing amendments, each of the Revolving Credit Lenders party to this Agreement agrees that as of the Effective Date, and after giving effect to this Agreement, the Revolving Credit Commitments of each Revolving Credit Lender under the Amended Credit Agreement shall be as set forth in Annex A to the Amended Credit Agreement. The Agent is hereby authorized and directed by the Borrower and each Revolving Credit Lender under the Amended Credit Agreement to re-allocate the Revolving Credit Loans outstanding on the Effective Date so as to (i) repay in full the outstanding Revolving Credit Loans of each existing Revolving Credit Lender under the Credit Agreement that will not be a Revolving Credit Lender under the Amended Credit Agreement (an “Exiting Revolving Credit Lender”) and (ii) to reflect the Revolving Credit Loans being held by the Revolving Credit Lenders on a pro rata basis in accordance with the Revolving Commitments set forth in Annex A of the Amended Credit Agreement. It is understood and agreed that any assignments in connection with the foregoing re-allocation or repayment of any existing Revolving Credit Lender will occur at the direction of the Agent and shall be deemed to automatically occur as an assignment done in accordance with Section 10.6 of the Credit Agreement and on terms and conditions set forth in the form of Assignment and Assumption set forth therein but without the necessity of documenting any such assignment pursuant to an Assignment and Assumption. It is further understood and agreed that any Lender that assigns Revolving Credit Commitments and/or Revolving Credit Loans shall receive payment in respect of such assignment (including payment of principal, accrued interest and fees); provided that it is understood and agreed that each Revolving Credit Lender party to the Credit Agreement and the Amended Credit Agreement hereby agrees to waive any right to seek indemnification for any loss or expense it would otherwise be entitled to pursuant to Section 2.19 of the Credit Agreement or the Amended Credit Agreement in connection with the reallocation of its Revolving Credit Loans.

3


VIII.    RESIGNATION AND APPOINTMENT OF AGENT.

A.    Existing Agent hereby notifies the Borrower and the Lenders in accordance with Section 9.9 of the Credit Agreement of its resignation as Administrative Agent. The Lenders party hereto constituting the Required Lenders and the Loan Parties acknowledge notice of the Existing Agent’s resignation as Administrative Agent and hereby waive the ten days’ advance notice requirement set forth in Section 9.9 of the Credit Agreement. The resignation of the Existing Agent as described in this Section VIII shall be effective simultaneously with the Effective Date; provided that, until the Effective Date, the Existing Agent shall continue to have full authority to act as Administrative Agent in accordance with the terms of the Loan Documents.

B.    Effective as of the Effective Date, the Required Lenders hereby appoint the Agent as the successor Administrative Agent, to exercise such powers as are delegated to the Administrative Agent under the Loan Documents.

C.    The Agent hereby accepts its appointment as the successor Administrative Agent under Section 9.9 of the Amended Credit Agreement, effective as of the Effective Date. Each of the parties hereto agrees to execute any further documents that may be necessary to evidence the appointment of the Agent as the successor Administrative Agent.

D.    As of the Effective Date, all references in the Loan Documents to “Administrative Agent” shall be deemed to be references to the Agent in its capacity as the successor Administrative Agent. From and after the Effective Date, the Existing Agent shall be released from each and all of its obligations and duties as the Administrative Agent under the Loan Documents, and the Agent as the successor Administrative Agent shall succeed to and become vested with all the obligations and duties of the Administrative Agent under the Loan Documents; provided that the Agent shall have no liabilities, duties, or obligations in respect of any acts or omissions of the Existing Agent occurring prior to the Effective Date, including with respect to withholding Taxes (and the Existing Agent shall have no liabilities, duties, or obligations in respect of any acts or omissions of the Agent occurring on or after the Effective Date, including with respect to withholding Taxes; nor shall the Existing Agent bear responsibility for any action taken hereunder at the request or direction of the Agent). Effective as of the Effective Date, the Agent shall succeed to, and become vested with, the rights, authority, privileges, discretion, and powers of the Administrative Agent under the Loan Documents, and the Existing Agent shall automatically cease to have any such rights, authority, privileges, discretion, and powers and duties (other than those rights that expressly survive the resignation pursuant to the Credit Agreement). Notwithstanding the foregoing, nothing in this Agreement shall be deemed a termination of the protective provisions and indemnities (collectively, the “Protective Provisions”) of any Loan Document (including, without limitation, the provisions of the Guarantee Agreement and Section 10.05 of the Credit Agreement) that survive the Existing Agent’s resignation pertaining to Existing Agent in its capacity as the Administrative Agent (and such provisions shall continue in effect for the benefit of the Existing Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it in its capacity as Existing Agent under the Credit Agreement or any other Loan Document on or prior to the Effective Date). The Existing Agent, the Loan Parties and the Required Lenders expressly agree and acknowledge that neither the Agent, in its individual capacity or in its capacity as the Agent, nor any of its Affiliates, shall bear any responsibility or liability for any actions taken or omitted to be taken by the Existing Agent in its capacity as the Existing Agent or otherwise under this Agreement, the Credit Agreement, or any of the other Loan Documents or the transactions contemplated hereby or thereby prior to the Effective Date. The Agent, the Loan Parties and the Required Lenders expressly agree and acknowledge that neither the Existing Agent, in its individual capacity or in its capacity as the Existing Agent, nor any of its Affiliates, shall bear any responsibility or liability for any actions taken or omitted to be taken by the Agent in its capacity as the Agent or otherwise under this Agreement, the Credit Agreement, or any of the other Loan Documents or the transactions contemplated hereby or thereby following the Effective Date. Each of the Loan Parties and the Required Lenders, with respect to their applicable indemnification obligations under the Loan Documents, expressly agrees and confirms (without limiting each of their indemnities in the
4


Protective Provisions) that the Agent’s right to indemnification, as set forth in the Loan Documents, shall apply, without limitation of its rights of indemnification with respect to any and all losses, claims, costs and expenses suffered by, incurred by, or threatened against it, relating to matters arising from and after the Effective Date, with respect to any and all losses, claims, costs and expenses that the Agent suffers, incurs or is threatened with relating to actions taken or omitted by any of the parties to this Agreement prior to the Effective Date. Each of the Loan Parties and the Required Lenders, with respect to their applicable indemnification obligations under the Loan Documents, expressly agrees and confirms (without limiting each of their indemnities in the Protective Provisions) that the Existing Agent’s right to indemnification, as set forth in the Loan Documents, shall apply, without limitation of its rights of indemnification with respect to any and all losses, claims, costs and expenses suffered by, incurred by, or threatened against it, relating to matters arising prior to the Effective Date, with respect to any and all losses, claims, costs and expenses that the Existing Agent suffers, incurs or is threatened with relating to actions taken or omitted by any of the parties to this Agreement following the Effective Date.

E.    The parties hereto agree that the Agent, as the successor Administrative Agent, shall be entitled to provide notice to any Person party to or under any Loan Document to the effect that, from and after the Effective Date, the Agent is the assignee of and successor to the Existing Agent under the Credit Agreement and the other Loan Documents in accordance with the terms hereof.

IX.    MISCELLANEOUS.

A.    Each party hereto agrees, that except as specifically amended hereby, as of the Effective Date, the Loan Documents remain unmodified and in full force and effect. Each of the Parent REIT and the Borrower hereby ratifies and confirms its obligations under the Amended Credit Agreement and the other Loan Documents to which it is a party.

B.    On and after the Effective Date, references in the Amended Credit Agreement or in any other Loan Document to the Loan Documents shall be deemed to be references to the Loan Documents as amended hereby and as further amended, restated, modified or supplemented from time to time. This Agreement shall constitute a Loan Document.

C.    On the Effective Date, each Lender party hereto that is not a Lender under the Credit Agreement shall become a party to the Amended Credit Agreement, have the rights and obligations of a Lender thereunder, and shall be a “Lender” for all purposes of the Amended Credit Agreement and the other Loan Documents.

D.    This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic mail message shall be effective as delivery of a manually executed counterpart of this Agreement.

E.    THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

F.    Section 10.12 of the Amended Credit Agreement is incorporated herein by reference, mutatis mutandis.

G.    This Agreement and the other Loan Documents represent the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the parties hereto relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

5


H.    Any provision in this Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable.

I.    The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to (i) any document to be signed by any Lender or Issuing Lender (collectively, the “Lender Parties”), in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Agent, or the keeping of records in electronic form; and (ii) any document to be signed by the Borrower or any other Loan Party in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature of such Lender Party, the Borrower or other Loan Party, or the use of a paper-based recordkeeping system with respect to such Lender Party, 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 notwithstanding anything contained herein to the contrary, the Agent is under no obligation to agree to accept electronic signatures from any Lender Party, the Borrower or other Loan Party in any form or in any format unless expressly agreed to by the Agent pursuant to procedures approved by it; provided further that, upon the request of the Agent or any Lender, any such electronic signature shall be followed by a manually executed version thereof. Each of the undersigned hereby (i) agrees that, for all purposes, electronic images of this Agreement (including with respect to any of the Lender Parties’ signature pages thereto) shall have the same legal effect, validity, admissibility into evidence and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity, admissibility into evidence or enforceability of this Agreement based solely on the lack of paper original copies hereof, including with respect to any of the Lender Parties’ signatures hereto.

[Remainder of page intentionally blank]

6


IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written.


ESSENTIAL PROPERTIES REALTY TRUST INC., as the PARENT REIT

By: /s/ Mark E. Patten
Name: Mark E. Patten Title: Chief Financial Officer, Treasurer and Executive Vice President



ESSENTIAL PROPERTIES, L.P., as the Borrower



By: Essential Properties OP G.P., LLC, its general partner


By: /s/ Mark E. Patten
Name: Mark E. Patten Title: Chief Financial Officer, Treasurer and Executive Vice President



7


SUBSIDIARY GUARANTORS:

SCF Realty IFH LLC, a Delaware limited liability company
SCF Realty Funding LLC, a Delaware limited liability company
SCF Realty Servicing Company LLC, a Delaware limited liability company
SCFRC-HW LLC, a Delaware limited liability company
SCF Realty Capital Trust LLC, a Delaware limited liability company
SCFRC-HW-528 South Broadway-Salem LLC, a Delaware limited liability company
SCFRC-HW-G LLC, a Delaware limited liability company
SCF RC Funding IV LLC, a Delaware limited liability company
SCF TRS LLC, a Delaware limited liability company
SCF RC Funding Canal LLC, a Delaware limited liability company
SCR RC Funding I LLC, a Delaware limited liability company
SCF RC Funding II LLC, a Delaware limited liability company
SCF RC Funding III LLC, a Delaware limited liability company
LB Funding I LLC, a Delaware limited liability company


By: Essential Properties, L.P., as sole
Member, Manager, or both of each of the entities
listed above


By: Essential Properties OP G.P., LLC, its
general partner

By: /s/ Mark E. Patten
Name: Mark E. Patten
Title: Chief Financial Officer, Treasurer and
Executive Vice President


8


SCFRC-HW-V LLC, a Delaware limited liability company

By: SCFRC-HW LLC., as sole
Member

By: Essential Properties, L.P., as sole
Member and Manager

By: Essential Properties OP G.P., LLC, its
general partner

By: /s/ Mark E. Patten
                    Name: Mark E. Patten
Title: Chief Financial Officer, Treasurer and Executive Vice President


9


WELLS FARGO BANK, NATIONAL ASSOCIATION, as         Administrative Agent, Sustainability Structuring Agent, Joint Lead Arranger and as a Lender


By: /s/ Matthew Ricketts
Name: Matthew Ricketts
Title: Managing Director




10


BANK OF AMERICA, N.A. as a Lender


By: /s/ Cheryl Sneor
Name: Cheryl Sneor
Title: Vice President




11


Truist Bank, as a Lender


By: /s/ Ryan Almond
Name: Ryan Almond
Title: Director




12


BARCLAYS BANK PLC, as Existing Agent and as a Lender


By: /s/ Craig J. Malloy
Name: Craig J. Malloy
Title: Director




13


CITIBANK, N.A,
as a Lender


By: /s/ Chris Albano
Name: Chris Albano
Title: Authorized Signatory




14


CAPITAL ONE, NATIONAL ASSOCIATION,
as a Lender


By: /s/ Peter Ilovie
Name: Peter Ilovie
Title: Authorized Signatory



15


TD Bank N.A.,
as a Lender


By: /s/ Jessica Trombly
Name: Jessica Trombly
Title: Vice President




16


The Huntington National Bank, a national bank association
as a Lender


By: /s/ Rebecca Stirnkorb
Name: Rebecca Stirnkorb
Title: AVP




17


BANK OF MONTREAL,
as a Lender


By: /s/ Gwendolyn Gatz
Name: Gwendolyn Gatz
Title: Director




18


MIZUHO BANK, LTD.
as a Lender


By: /s/ Donna DeMagistris
Name: Donna DeMagistris
Title: Executive Director





19


GOLDMAN SACHS BANK USA,
as a Lender


By: /s/ Jonathan Dworkin
Name: Jonathan Dworkin
Title: Authorized Signatory




20


Citizens Bank, N.A
as a Lender


By: /s/ Thomas Shannon
Name: Thomas Shannon
Title: Officer



21


ASSOCIATED BANK, NATIONAL ASSOCIATION
as a Lender


By: /s/ Mitchell Vega
Name: Mitchell Vega
Title: Senior Vice President




22


ROYAL BANK OF CANADA,
as a Lender


By: /s/ Brian Gross
Name: Brian Gross
Title: Authorized Signatory


23



EXHIBIT A

Amended Credit Agreement





24


$800,000,000

AMENDED AND RESTAED CREDIT AGREEMENT

among

ESSENTIAL PROPERTIES REALTY TRUST, INC.,
as the Parent REIT,

ESSENTIAL PROPERTIES, L.P.,
as the Borrower,

the Lenders referred to herein,
as Lenders,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent, Sustainability Structuring Agent and Issuing Lender

dated as of April 12, 2019

-------------------------------------

WELLS FARGO SECURITIES LLC,
and
BOFA SECURITIES, INC.,
as Joint Bookrunners
and with
TRUIST BANK,
as Joint Lead Arrangers

and

BARCLAYS BANK PLC, CITIBANK, N.A., CAPITAL ONE, NATIONAL ASSOCIATION, TD BANK, N.A., HUNTINGTON NATIONAL BANK, BANK OF MONTREAL, MIZUHO BANK, LTD.,
as Documentation Agents

25


Section 1DEFINITIONS1
1.1Defined Terms1
1.2Other Definitional Provisions49
1.3Accounting Changes50
Section 2AMOUNT AND TERMS OF COMMITMENTS51
2.1Revolving Credit Commitments51
2.2Procedure for Revolving Credit Borrowing51
2.3Initial Term Loans51
2.4Procedure for Initial Term Loan Borrowing52
2.5Repayment of Loans; Evidence of Debt52
2.6Extension of Revolving Credit Termination Date53
2.7Facility Fees, etc53
2.8Termination or Reduction of Revolving Credit Commitments54
2.9Optional Prepayments54
2.1Mandatory Prepayments54
2.11Conversion and Continuation Options55
2.12Minimum Amounts and Maximum Number of Term SOFR Tranches55
2.13Interest Rates and Payment 55
2.14Computation of Interest and Fees; Retroactive Adjustments of Applicable Margin56
2.15Inability to Determine Interest Rate56
2.16Pro Rata Treatment and Payments57
2.17Requirements of Law59
2.18Taxes60
2.19Indemnity64
2.2Illegality64
2.21Change of Lending Office65
2.22Replacement of Lenders under Certain Circumstances65
2.23Incremental Borrowings66
2.24Defaulting Lender70
2.25ESG Adjustments73
2.26Effect of Benchmark Transition Event73
2.27Funds Transfer Disbursements75
Section 3LETTERS OF CREDIT75
3.1L/C Commitment75
3.2Procedure for Issuance of Letter of Credit76
3.3Fees and Other Charges76
3.4L/C Participations77
3.5Reimbursement Obligation of the Borrower78
3.6Obligations Absolute78
3.7Letter of Credit Payments79
3.8Applications79
3.9Resignation of an Issuing Lender79
Section 4REPRESENTATIONS AND WARRANTIES80
26


4.1Financial Condition80
4.2No Change81
4.3Corporate Existence; Compliance with Law81
4.4Corporate Power; Authorization; Enforceable Obligations81
4.5No Legal Bar81
4.6No Material Litigation82
4.7No Default82
4.8Ownership of Property; Liens82
4.9Intellectual Property82
4.1Taxes82
4.11Federal Regulations83
4.12Labor Matters83
4.13ERISA83
4.14Investment Company Act; Other Regulations83
4.15Subsidiaries84
4.16Use of Proceeds84
4.17Environmental Matters84
4.18Accuracy of Information, etc85
4.19[Intentionally Omitted]86
4.2Solvency86
4.21[Intentionally Omitted]86
4.22REIT Status; Borrower Tax Status86
4.23Insurance86
4.24[Intentionally Omitted]86
4.25Compliance with Anti-Terrorism, Embargo and Anti-Money Laundering Laws86
4.26Acquisition of Eligible Unencumbered Assets87
Section 5CONDITIONS PRECEDENT87
5.1Conditions to Effectiveness87
5.2Conditions to Each Extension of Credit90
Section 6AFFIRMATIVE COVENANTS91
6.1Financial Statements91
6.2Certificates; Other Information91
6.3Payment of Obligations93
6.4Conduct of Business and Maintenance of Existence; Compliance93
6.5Maintenance of Property; Insurance93
6.6Inspection of Property; Books and Records; Discussions93
6.7Notices94
6.8Environmental Laws95
6.9Additional Guarantors96
6.1Use of Proceeds96
6.11[Reserved]96
6.12[Reserved]96
6.13Compliance with OFAC; Anti-Corruption Laws and Sanctions96
27


Section 7NEGATIVE COVENANTS96
7.1Financial Condition Covenants96
7.2Limitation on Indebtedness97
7.3Limitation on Liens98
7.4Limitation on Fundamental Changes99
7.5Limitation on Disposition of Property99
7.6Limitation on Restricted Payments100
7.7Limitation on Investments100
7.8Limitation on Modifications of Organizational Documents102
7.9Limitation on Transactions with Affiliates102
7.1[Intentionally Omitted]102
7.11Limitation on Changes in Fiscal Periods102
7.12Limitation on Negative Pledge Clauses103
7.13Limitation on Restrictions on Subsidiary Distributions103
7.14Limitation on Lines of Business103
7.15Limitation on Activities of the Parent REIT104
7.16[Intentionally Omitted]104
7.17REIT Status104
7.18[Intentionally Omitted]104
7.19OFAC; Anti-Corruption Laws and Sanctions104
7.2Borrower Tax Status105
Section 8EVENTS OF DEFAULT105
8.1Events of Default105
8.2Allocation of Proceeds108
Section 9THE AGENTS109
9.1Appointment109
9.2Delegation of Duties110
9.3Exculpatory Provisions110
9.4Reliance by Agents110
9.5Notice of Default110
9.6Non-Reliance on Agents and Other Lenders111
9.7Indemnification111
9.8Agent in Its Individual Capacity112
9.9Successor Administrative Agent112
9.1Authorization to Release Guarantees113
9.11The Arrangers; the Co-Syndication Agents113
9.12No Duty to Disclose113
9.13Waiver113
9.14Certain ERISA Matters113
9.15Erroneous Payments114
9.16Approvals of Lenders116
Section 10MISCELLANEOUS117
10.1Amendments and Waivers117
28


10.2Notices119
10.3No Waiver; Cumulative Remedies120
10.4Survival of Representations and Warranties120
10.5Payment of Expenses121
10.6Successors and Assigns; Participations and Assignments122
10.7Adjustments; Set-off127
10.8Counterparts128
10.9Severability128
10.1Integration128
10.11Governing Law128
10.12Submission To Jurisdiction; Waivers128
10.13Acknowledgments129
10.14Confidentiality130
10.15Release of Guarantee Obligations130
10.16Waivers of Jury Trial131
10.17Acknowledgment and Consent to Bail-In of Affected Financial Institutions132
10.18Effect of Amendment and Restatement of the Existing Credit Agreement132
10.19Keepwell132
10.2[Reserved]133
10.21Acknowledgement Regarding Any Supported QFCs133




29



ANNEX:
ACommitments
SCHEDULES:
4.4Consents, Authorizations, Filings and Notices
4.15Subsidiaries
7.18Existing Ground Leases
7.2(d)Existing Indebtedness
7.3Existing Liens
EXHIBITS:
AForm of Amended and Restated Guarantee Agreement
BForm of Compliance Certificate
CForm of Closing Certificate
DEligible Unencumbered Real Property Asset Certificate
EForm of Assignment and Assumption
F-1Form of Revolving Credit Note
F-2Form of Term Note
G-1Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes)
G-2Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes)
G-3Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are Partnerships for U.S. Federal Income Tax Purposes)
G-4Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Partnerships for U.S. Federal Income Tax Purposes)
HForm of Borrowing Notice
IForm of New Lender Supplement
JForm of Commitment Increase Supplement
KForm of Disbursement Instruction Agreement



30


AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 12, 2019, among ESSENTIAL PROPERTIES REALTY TRUST, INC., a Maryland real estate investment trust (the “Parent REIT”), ESSENTIAL PROPERTIES, L.P., a Delaware limited partnership (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sustainability structuring agent (in such capacity, the “Sustainability Structuring Agent”).

W I T N E S S E T H:
WHEREAS, the Parent REIT and the Borrower are parties to that certain $300,000,000 Revolving Credit Agreement, dated as of June 25, 2018 (as amended, supplemented or otherwise modified in writing prior to the date hereof, the “Existing Credit Agreement”), among the Parent REIT, the Borrower, the several banks and other financial institutions or entities parties thereto (the “Existing Lenders”), Barclays Bank PLC, as administrative agent, and others;

WHEREAS, Parent REIT and the Borrower have requested that the certain Lenders agree to amend and restate the Existing Credit Agreement;

WHEREAS, the Administrative Agent, the Issuing Lenders and the Revolving Credit Lenders desire to make available to the Borrower, a revolving credit facility in the amount of $600,000,000, which shall include an up to $10,000,000 letter of credit subfacility, on the terms and conditions contained herein;

WHEREAS, the Administrative Agent and the Term Loan Lenders desire to make available to the Borrower, a term loan facility in the initial amount of $200,000,000, on the terms and conditions contained herein;

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties hereto hereby agree that on the Restatement Effective Date, as provided in Section 10.19, the Existing Credit Agreement shall be amended and restated in its entirety as follows:

SECTION 1 DEFINITIONS

1.1    Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

Acceptable Ground Lease”: collectively, (a) each Existing Ground Lease, and (b) a ground lease that satisfies each of the following conditions: (i)(x) no default has occurred and is continuing and no terminating event has occurred under such lease by the Borrower or any Guarantor thereunder, (y) no event has occurred which but for the passage of time, or notice, or both would constitute a default or terminating event under such lease and (z) to the Borrower’s and each Guarantor’s knowledge, there is no default or terminating event under such lease by any lessor thereunder, in each case, which event, default or terminating event has caused or otherwise resulted in or could reasonably be expected to cause or otherwise result in any material interference with the applicable Person’s occupancy under such lease, and (ii) such lease contains terms and conditions customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease, including, without limitation, the following: (A) a remaining term (including any unexercised extension options exercisable at the ground lessee’s sole election with no veto or approval rights by ground lessor or any lender to such ground lessor other than customary requirements regarding no event of default) of 30 years or more from the Closing Date unless otherwise approved by the Administrative Agent in writing (such approval not to be unreasonably withheld or delayed) (or less if the lessee has the unilateral option to purchase the fee interest at the end of the lease term for a de minimis purchase price); (B) the right of the lessee to mortgage and encumber its interest in the leased property, and to amend the terms of any such mortgage or encumbrance, in each case, without the consent of the lessor, or if the consent of lessor is required, such consent cannot be unreasonably withheld, conditioned
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or delayed, whether by contract or applicable law, or is subject to satisfaction of objective criteria not constituting a discretionary approval; (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 foreclosures, and fails to do so; (D) acceptable transferability of the lessee’s interest under such lease, including ability to sublease; (E) acceptable limitations on the use of the leased property; and (F) clearly determinable rental payment terms which in no event contain profit participation rights.
Accounting Change”: as defined in Section 1.3.

Acquisition”: as to any Person, the acquisition by such Person of (a) Capital Stock (other than the Capital Stock of the Unconsolidated Joint Ventures) of any other Person if, after giving effect to the acquisition of such Capital Stock, such other Person would be a Subsidiary, and (b) any other Property of any other Person.

Adjusted Funds From Operations”: for the Parent REIT for any period, as reported for such period in the “Non-GAAP Financial Measures” section of the Parent REIT’s quarterly or annual financial statements, as applicable, determined as: (a) net income or loss (calculated in accordance with GAAP) for such period, adjusted to exclude, without duplication: (i) extraordinary items (determined in accordance with GAAP), (ii) net gain or loss from sales of depreciable real estate assets, (iii) impairment write-downs associated with depreciable real estate assets, (iv) real estate-related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), adjusted for (b) the REIT’s and its consolidated subsidiaries’ pro rata share of adjustments to net income or loss referred to in clause (a) above of any Unconsolidated Joint Venture, adjusted for (c) certain income and expense amounts that the Parent REIT determined are infrequent and unusual in nature and/or not related to the Parent REIT’s and its Subsidiaries’ core real estate operations, and adjusted for (d) such other adjustments to net income with respect to certain items that the Parent REIT determined are not indicative of the Parent REIT’s and its Subsidiaries’ operating performance, including, without limitation, straight-line rental revenue, non-cash interest expense, non-cash compensation expense, other amortization expense, other non-cash charges (including changes to the Parent REIT’s and its Subsidiaries’ provision for loan losses following the adoption of ASC 326), capitalized interest expense and transaction costs.

Adjusted Term SOFR”: for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) a percentage per annum as set forth below for the applicable type of such Loan and (if applicable) Interest Period therefor:

Interest PeriodPercentage
One month0.10%
Three months0.15%

except that if, as of any date of determination, Adjusted Term SOFR determined as provided above shall be less than zero, then Adjusted Term SOFR as of such date shall be deemed to be zero.

Administrative Agent”: as defined in the preamble hereto.

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

Affiliate”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise; provided that, the right to designate a member of a board or manager of a Person will not, by itself, be deemed to constitute “control”.
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Agents”: the collective reference to the Co-Syndication Agents, the Sustainability Structuring Agent and the Administrative Agent.

“Aggregate Exposure”: with respect to any Lender at any time, an amount equal to (a) until the funding of the Initial Term Loans on the Restatement Effective Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term Loans and (ii) the amount of such Lender’s Revolving Credit Commitment then in effect or, if the Revolving Credit Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.

“Aggregate Exposure Percentage”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the sum of the Aggregate Exposures of all Lenders at such time.

Agreement”: this Amended and Restated Credit Agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

Applicable Margin”:

(a)    On any day from and after the Second Amendment Effective Date until the day on which (i) the Credit Rating is an Investment Grade Rating and (ii) the Borrower irrevocably elects (which the Borrower has the right to do one time only) in a written notice to the Administrative Agent to have the Applicable Margin determined pursuant to subparagraph (b) below (such election, the “Ratings Opt-In” and the date of such election the “Ratings Opt-In Date”), for each Type of Loan, a percentage per annum determined by reference to the Consolidated Leverage Ratio pursuant to the pricing grid below:

Pricing LevelConsolidated Leverage RatioApplicable Margin for Revolving Credit Facility Term SOFR LoansApplicable Margin for Revolving Credit Facility Base Rate LoansApplicable Margin for Term Loan Facility Term SOFR LoansApplicable Margin for Term Loan Facility Base Rate Loans
I<0.35 to 1.001.05%0.05%1.20%0.20%
II≥ 0.35 to 1.00 and <0.40 to 1.001.10%0.10%1.25%0.25%
III≥ 0.40 to 1.00 and < 0.45 to 1.001.20%0.20%1.35%0.35%
IV≥ 0.45 to 1.00 and < 0.50 to 1.001.25%0.25%1.45%0.45%
V≥ 0.50 to 1.00 and < 0.55 to 1.001.30%0.30%1.55%0.55%
VI≥ 0.55 to 1.001.50%0.50%1.75%0.75%

At such time as this subparagraph (a) is applicable, changes in the Applicable Margin resulting from changes in the Consolidated Leverage Ratio shall become effective on the date on which financial statements are delivered to the Lenders pursuant to Section 6.1 (but in any event not later than the 50th day after the end of each of the first three quarterly periods of each fiscal year or the 95th day after the end of each fiscal year, as the case may be) and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified above, then, until such financial statements are delivered, the Consolidated Leverage Ratio as at the end of the fiscal period that would have been covered thereby shall for the purposes of this definition be deemed to be greater than 0.55 to 1.00. Each determination of the Consolidated Leverage
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Ratio pursuant to this pricing grid shall be made for the periods and in the manner contemplated by Section 7.1(a); and

(b)    From and after the Ratings Opt-In Date, the Applicable Margin shall mean, as of any date of determination, a percentage per annum determined by reference to the Credit Rating Level as set forth below:

Pricing LevelCredit Rating LevelApplicable Margin for Revolving Credit Facility Term SOFR LoansApplicable Margin for Revolving Credit Facility Base Rate LoansApplicable Margin for Term Loan Facility Term SOFR LoansApplicable Margin for Term Loan Facility Base Rate Loans
ICredit Rating Level 10.725%0.000%0.900%0.000%
IICredit Rating Level 20.775%0.000%0.950%0.000%
IIICredit Rating Level 30.850%0.200%1.100%0.100%
IVCredit Rating Level 41.050%0.450%1.350%0.350%
VCredit Rating Level 51.400%0.800%1.700%0.700%

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 Term SOFR 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 applicability of a Credit Rating Level or a change in the Credit Rating Level shall be effective until three Business Days after the date on which the Administrative Agent receives written notice of the applicability of such Credit Rating Level or a change in such Credit Rating Level.

Application”: an application, in such form as the relevant Issuing Lender may specify from time to time, requesting such Issuing Lender to issue a Letter of Credit.

Appraisal”: an MAI appraisal of the value of an Eligible Unencumbered Real Property Asset or other Real Property Asset, determined on an “as-is” value basis, performed by an independent appraiser.
Approved Fund”: any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of any entity that administers or manages a Lender.

Arrangers”: each of Wells Fargo Bank, National Association, and BofA Securities, Inc. and its designated affiliates, each in their capacity as joint lead arranger and bookrunner.

Assignment and Assumption”: an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.6), and accepted by the Administrative Agent in the form of Exhibit E or any other form approved by the Administrative Agent and the Borrower.

Assignor”: as defined in Section 10.6(c).

Available Tenor”: as of any date of determination and with respect to any then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of
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interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then removed from the definition of “Interest Period” pursuant to Section 2.26.

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, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

Bankruptcy Code”: Title 11 of the United States Code, 11 U.S.C. § 101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other Federal or state bankruptcy or insolvency law.

Bank Secrecy Act”: the Bank Secrecy Act, 31 CFR 103, as amended from time to time.

Base Rate”: for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) 1.0% per annum plus the Adjusted Term SOFR, as applicable, for a one-month tenor in effect on such day (for avoidance of doubt after giving effect to the proviso of the definition thereof) applicable to an Interest Period of one month. For purposes hereof: “Prime Rate” shall mean the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Board (as determined by the Administrative Agent). The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually available. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate, or the one-month Adjusted Term SOFR shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Federal Funds Effective Rate, or the one-month Adjusted Term SOFR, respectively.

Base Rate Loans”: Loans for which the applicable rate of interest is based upon the Base Rate.

Benchmark”: initially, the Term SOFR Reference Rate; provided that, if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.26.

Benchmark Replacement”: with respect to any Benchmark Transition Event for any then-current Benchmark, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for such Benchmark giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement for such Benchmark for U.S. dollar-denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement and the other Loan Documents.

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Benchmark Replacement Adjustment”: with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) 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 (ii) 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 U.S. dollar-denominated syndicated credit facilities at such time.

Benchmark Replacement Conforming Changes”: with respect to the use or administration of an initial Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 9.7 and other technical, administrative or operational matters) that the Administrative Agent in consultation with the Borrower decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent in consultation with the Borrower determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

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

(1)    in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) 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

(2)    in the case of clause (3) 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 (3) 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 (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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

(1)    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
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or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

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

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

Benchmark Transition Start Date”: 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 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

Benchmark Unavailability Period”: with respect to any then-current Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date with respect to such Benchmark pursuant to the definition of Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Documents in accordance with Section 2.26 and (y) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section titled Section 2.26.

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

Beneficial Ownership Regulation”: 31 C.F.R. § 1010.230.

Benefit Plan”: any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

Benefited Lender”: as defined in Section 10.7.

Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

Borrower”: as defined in the preamble hereto.

Borrowing Date”: any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

Borrowing Notice”: with respect to any request for borrowing of Loans hereunder, a notice from the Borrower, substantially in the form of, and containing the information prescribed by, Exhibit H, delivered to the Administrative Agent.
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Business Day”: (a) a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, Term SOFR Loans, is also not a day 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.

Capital Lease Obligations”: with respect to any Person (and subject to Section 1.3), the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP; and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

Capital One Credit Agreement”: the credit agreement, dated as of November 26, 2019, among the Parent REIT, the Borrower, the several banks and other financial institutions or entities from time to time party to that agreement, and Capital One, National Association, as administrative agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) and any renewal, extension, refunding, refinancing or replacement thereof.

Capital One Hedge Agreement”: any Hedge Agreement permitted under Section 7.2(n) that is entered into by and between any Loan Party and any Capital One Hedge Bank and designated in writing by the Borrower to the Administrative Agent as a “Capital One Hedge Agreement”.

Capital One Hedge Bank”: any Person that is an agent, a lender, an arranger or an affiliate of any of the foregoing under the Capital One Credit Agreement, at the time it enters into a Capital One Hedge Agreement, in its capacity as a party thereto, whether or not such Person subsequently ceases to be an agent, a lender, an arranger or an affiliate of any of the foregoing under the Capital One Credit Agreement.

Capital Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.
Capitalization Rate”: with respect to any Real Property Asset, 7.00%.

Cash Collateralize”: to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent or the applicable Issuing Lender, as applicable, as collateral for the L/C Obligations or obligations of the Lenders to fund participations in respect thereof (as the context may require), cash or deposit account balances or, if the applicable Issuing Lender benefiting from such collateral shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the applicable Issuing Lender. The term “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

Cash Equivalents”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of one year or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-2 by S&P or P-2 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within one year from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States
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government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; and (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

Cash Management Agreement”: any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card (including non-card electronic payables and purchasing cards), electronic funds transfer and other cash management arrangements.

Casualty”: with respect to any Property, that such Property is damaged or destroyed, in whole or in part, by fire or other casualty.

Change in Law”: the occurrence, after the Restatement Effective Date (or, with respect to any Lender not party to this Agreement as of the Restatement Effective Date, such later date on which such Lender becomes party hereto), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

Change of Control”: the occurrence of any of the following events: (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 35% of the outstanding common stock of the Parent REIT; (b) during any period of 12 consecutive months, the board of directors of the Parent REIT shall cease to consist of a majority of Continuing Directors; or (c) the Parent REIT or one of its Wholly-Owned Subsidiaries shall cease to (i) be the sole general partner of the Borrower or to own, directly or indirectly, all the general partnership interests of the Borrower, (ii) control the management and policies of the Borrower or (iii) own a majority of the Capital Stock of the Borrower.

Closing Date”: June 25, 2018.

Co-Syndication Agents”: as defined in the preamble hereto.

Code”: the Internal Revenue Code of 1986, as amended from time to time.

Commitment”: with respect to any Lender, each of the Initial Term Loan Commitment, the Incremental Loan Commitment and the Revolving Credit Commitment of such Lender.

Commitment Increase Supplement”: as defined in Section 2.23(b)(iii).

Commodity Exchange Act”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute, and the applicable rules, regulations and orders of the Commodity Futures Trading Commission (and the application and official interpretation thereof) related thereto.

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Commonly Controlled Entity”: an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of any Plan subject to Section 412 or 430 of the Code, Section 414(b), (c), (m) or (o) of the Code.

Compliance Certificate”: a certificate duly executed by a Responsible Officer, substantially in the form of Exhibit B.

Condemnation”: a temporary or permanent taking by any Governmental Authority as the result, in lieu or in anticipation, of the exercise of the right of condemnation or eminent domain, of all or any part of any Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Property or any part thereof.

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 Adjusted EBITDA”: for any given period and without duplication, (a) the Consolidated EBITDA of the Parent REIT and its Subsidiaries determined on a consolidated basis for such period, minus (b) the Reserve for Replacements. The Parent REIT’s Ownership Share of the Consolidated Adjusted EBITDA of its Unconsolidated Joint Ventures will be included when determining the Consolidated Adjusted EBITDA of the Parent REIT.

Consolidated EBITDA”: with respect to a Person for any period and without duplication: (a) net income (loss) of such Person for such period determined on a consolidated basis excluding the following (but only to the extent included in determining net income (loss) for such period): (i) depreciation and amortization; (ii) interest expense; (iii) income tax expense; (iv) extraordinary or nonrecurring items, including, without limitation, gains and losses from the sale of operating Real Property Assets; and (v) equity in net income (loss) of its Unconsolidated Joint Ventures; plus (b) such Person’s Ownership Share of Consolidated EBITDA of its Unconsolidated Joint Ventures. Consolidated EBITDA shall be adjusted to remove any impact from straight line rent adjustments required under GAAP, amortization of intangibles pursuant to FASB ASC 805 and capitalized lease incentives. For purposes of this definition, nonrecurring items shall be deemed to include (1) gains and losses on early extinguishment of Indebtedness, (2) severance and other restructuring charges and non-cash items and charges, including share-based compensation expense and impairment charges or expenses (to the extent not actually paid as a cash expense and other than non-cash charges that constitute an accrual of a reserve for future cash payments or charges), (3) transaction costs of permitted transactions which transaction costs are not permitted to be capitalized pursuant to GAAP, (4) impairment losses, (5) equity based, non-cash compensation, (6) costs, expenses and charges, including commissions, discounts and other fees and charges, associated with the issuance or incurrence of any Indebtedness or Capital Stock, and (7) provisions for loan losses. The Parent REIT’s Ownership Share of the Consolidated EBITDA of its Unconsolidated Joint Ventures will be included when determining the Consolidated EBITDA of the Parent REIT. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”), (i) if at any time during such Reference Period the Parent REIT or any Subsidiary shall have made any Adjustment Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Adjustment Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period, and (ii) if during such Reference Period the Parent REIT or any Subsidiary shall have made an Adjustment Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving effect thereto on a pro forma basis. For purposes hereof, “Adjustment Disposition” means any Disposition or series of related Dispositions that yields gross proceeds to the Parent REIT or any of its Subsidiaries in excess of $100,000,000, and “Adjustment Acquisition” means any Acquisition that (a) constitutes (i) assets comprising all or substantially all or any significant portion of a business or operating unit of a business, or (ii) all or substantially all of the Capital Stock of a Person, and (b) involves the payment of consideration by the Parent REIT and its Subsidiaries in excess of $100,000,000.

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Consolidated Fixed Charge Coverage Ratio”: for any period, the ratio of (a) Consolidated Adjusted EBITDA for such period to (b) Consolidated Fixed Charges of the Parent REIT and its consolidated Subsidiaries for such period.

Consolidated Fixed Charges”: with respect to a Person and for any period and without duplication: (a) the Consolidated Interest Expense of such Person paid in cash for such period, plus (b) the aggregate of all regularly scheduled principal payments on Indebtedness payable by such Person during such period (excluding balloon, bullet or similar payments of principal due upon the stated maturity of Indebtedness), plus (c) the aggregate amount of all Preferred Dividends paid by such Person during such period. The Parent REIT’s Ownership Share of the Consolidated Fixed Charges of its Unconsolidated Joint Ventures will be included when determining the Consolidated Fixed Charges of the Parent REIT.

Consolidated Interest Expense”: with respect to a Person and for any period, without duplication, (a) total interest expense of such Person, including capitalized interest (other than capitalized interest funded under a construction loan interest reserve account), determined on a consolidated basis in accordance with GAAP for such period, but excluding amortization of deferred loan costs, gains or losses on the early retirement of Indebtedness, debt modification charges, or prepayment premiums, plus (b) such Person’s Ownership Share of the Consolidated Interest Expense of its Unconsolidated Joint Ventures for such period.

Consolidated Leverage Ratio”: on any date of determination, the ratio of (a) Consolidated Total Debt of the Parent REIT and its consolidated Subsidiaries on such date to (b) Total Asset Value on such date; provided that for purposes of calculating Total Asset Value on such date, the Total Asset Value and Consolidated Total Debt of any Person Disposed of by the Parent REIT or its consolidated Subsidiaries during the fiscal quarter ending on such date shall be excluded for such period (assuming the consummation of such Disposition and the repayment of any Indebtedness in connection therewith occurred on the first day of such period).

Consolidated Secured Debt”: with respect to a Person as of a given date and without duplication, the aggregate principal amount of all Indebtedness of such Person outstanding on such date that is secured in any manner by any lien on any property and, in the case of the Parent REIT, shall include (without duplication) the Parent REIT’s Ownership Share of the Consolidated Secured Debt of its Unconsolidated Joint Ventures; provided that, any Recourse Indebtedness that is secured only by a pledge of Capital Stock shall not be deemed to be Consolidated Secured Debt.

Consolidated Secured Debt Leverage Ratio”: on any date of determination, the ratio of (a) Consolidated Secured Debt of the Parent REIT and its consolidated Subsidiaries on such date to (b) Total Asset Value on such date; provided that for purposes of calculating Total Asset Value and Consolidated Secured Debt on such date, the Total Asset Value and Consolidated Secured Debt of any Person Disposed of by the Parent REIT or its consolidated Subsidiaries during the fiscal quarter ending on such date shall be excluded for such period (assuming the consummation of such Disposition and the repayment of any Indebtedness in connection therewith occurred on the first day of such period).

Consolidated Total Debt”: as to any Person as of a given date and without duplication: (a) all Indebtedness of such Person and its Subsidiaries determined on a consolidated basis, and (b) such Person’s Ownership Share of the Indebtedness of any Unconsolidated Joint Venture of such Person.

Consolidated Unsecured Debt”: with respect to a Person as of a given date, all Consolidated Total Debt of such Person that is not Consolidated Secured Debt of such Person; provided that, any Recourse Indebtedness that is secured only by a pledge of Capital Stock shall be deemed to be Consolidated Unsecured Debt.

Consolidated Unsecured Interest Expense”: with respect to a Person for any period and without duplication, all Consolidated Interest Expense of such Person for such period attributable to Consolidated Unsecured Debt of such Person.

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Continuing Directors”: the directors of the Parent REIT on the Second Amendment Effective Date, and, at the beginning of any period of 12 consecutive months for which any such determination is being made, each other director of the Parent REIT, if, in each case, such other director’s nomination for election to the board of directors of the Parent REIT is recommended or approved by at least a majority of the then Continuing Directors.

Contractual Obligation”: as to any Person, any provision of any security issued by such Person 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.

Control Investment Affiliate”: as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

Credit Rating”: as of any date of determination, the highest level of the credit ratings (or their equivalents) most recently announced for the Parent REIT’s long-term senior unsecured non-credit enhanced debt for borrowed money by any of the Rating Agencies, subject to the following:

(a)    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; and a credit rating of A- from S&P or Fitch is equivalent to a credit rating of A3 from Moody’s and vice versa;

(b)    if the Parent REIT shall only obtain a credit rating from one of S&P, Moody’s or Fitch without seeking or obtaining a credit rating from the other Rating Agencies, then the Borrower shall only be entitled to the benefit of the Credit Rating Level for such Credit Rating;

(c)    if the Parent REIT shall have obtained a credit rating from more than one of the Rating Agencies and shall thereafter lose such rating or ratings (whether as a result of a withdrawal, suspension, election to not obtain a rating, or otherwise) such that only one rating from S&P, Moody’s or Fitch is remaining, such remaining credit rating shall be deemed to be such Parent REIT’s rating;

(d)    if the Parent REIT shall have obtained a credit rating from one or more of the Rating Agencies and shall thereafter lose such rating or ratings (whether as a result of withdrawal, suspension, election to not obtain a rating, or otherwise) from such Rating Agencies and as a result does not have a credit rating from any of S&P, Moody’s or Fitch, the Parent REIT shall be deemed, for the purposes hereof, not to have a Credit Rating;

(e)    if the Parent REIT receives two or more Credit Ratings, and such Credit Ratings are not all at the same level, then the Parent REIT’s Credit Rating shall:

(i)    if the difference between the highest and the lowest such Credit Ratings is one ratings level (e.g. Baa2 by Moody's and BBB- by S&P or Fitch), be determined by reference to the highest of such Credit Ratings; and

(f)        if the difference between the highest and the lowest such Credit Ratings is two or more ratings levels (e.g. Baa1 by Moody's and BBB- by S&P or Fitch) or more, be deemed to be the Credit Rating that is one rating level immediately below the level of the highest of such Credit Ratings; and

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(f)    if at any time any of the Rating Agencies shall no longer perform the functions of a securities rating agency, then the Borrower and the Administrative Agent shall promptly negotiate in good faith to agree upon a substitute rating agency or agencies (and to correlate the system of ratings of each substitute rating agency with that of the rating agency being replaced), and pending such amendment, the available Credit Rating from S&P, Moody’s or Fitch shall be deemed the Credit Rating of the Parent REIT, notwithstanding such unavailability.

Credit Rating Level”: one of the following five pricing levels, as applicable, and provided that, from and after Ratings Opt-In Date, during any period that the Parent REIT has no Credit Rating, Credit Rating Level 5 shall be the applicable Credit Rating Level:

Credit Rating Level 1” means the Credit Rating Level applicable for so long as the Credit Rating is greater than or equal to A- by S&P or Fitch or A3 by Moody’s;

Credit Rating Level 2” means the Credit Rating Level applicable for so long as the Credit Rating is greater than or equal to BBB+ by S&P or Fitch or Baa1 by Moody’s and Credit Rating Level 1 is not applicable;

Credit Rating Level 3” means the Credit Rating Level applicable for so long as the Credit Rating is greater than or equal to BBB by S&P or 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 applicable for so long as the Credit Rating is greater than or equal to BBB- by S&P or Fitch or Baa3 by Moody’s and Credit Rating Levels 1, 2 and 3 are not applicable; and

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 or Fitch and Baa3 by Moody’s or there is no Credit Rating.

Debtor Relief Laws”: the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or otherwise available debtor relief laws of the United States, of any State or of any other applicable jurisdictions from time to time in effect.

Default”: any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

Defaulted Amount”: as defined in Section 2.16(g).

Defaulting Lender”: subject to Section 2.24(b), 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 Administrative 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 Administrative Agent, any Issuing 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) within two Business Days of the date when due,

(b)    has notified the Borrower, the Administrative Agent or any Issuing Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such 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
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applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied),

(c)    has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or

(d)    has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) has 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 Capital Stock in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

Any determination by the Administrative Agent that a Lender is a Defaulting Lender under 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 Section 2.24(b)) upon delivery of written notice of such determination to the Borrower, each Issuing Lender and each Lender.

Derivatives Counterparty”: as defined in the definition of “Restricted Payment”.

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

Disqualified Equity Interest” means any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than solely for Capital Stock that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the later of the Term Loan Maturity Date and the Revolving Credit Termination Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Capital Stock referred to in clause (a) above, in each case at any time on or prior to the date that is 91 days after the later of the Term Loan Maturity Date and the Revolving Credit Termination Date, or (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations (other than contingent obligations not then due and payable and that by their terms survive the termination thereof); except that any Capital Stock that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Capital Stock is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Capital Stock upon the occurrence of a change in control or an asset sale occurring prior to the date that is 91 days after the later of the Term Loan Maturity Date and the Revolving Credit Termination Date shall not constitute Disqualified Equity Interests if such Capital Stock provides that the issuer thereof will not redeem any such Capital Stock pursuant to such provisions prior to the repayment in full of the Obligations (other than contingent obligations not then due and payable and that by their terms survive the termination thereof). In addition, any Capital Stock held by any future, present or former employee, director, officer, manager or consultant
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(or their estates, spouses or former spouses) of the Parent REIT, other Loan Parties, any of the Subsidiaries or any direct or indirect parent company of the Borrower or the other Loan Parties pursuant to any stockholders agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the Parent REIT, the other Loan Parties or any Subsidiary following the termination of employment with the Parent REIT, the other Loan Parties, any of the Subsidiaries or such parent company, or death or disability of, such employee, director, officer, manager or consultant, or in order to satisfy applicable regulatory or statutory obligations (so long as, in each case referred to in this sentence, any such requirement is made subject to compliance with this Agreement).

Disposition”: with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof; and the terms “Dispose” and “Disposed of” shall have correlative meanings.

Division Transaction”: with respect to any limited liability company (a) the division of such limited liability company into two or more limited liability companies pursuant to a “plan of division” or similar method or (b) the creation, or reorganization into, or allocation of its assets to, one or more series, in the case of clause (a) and (b) above, within the meaning of the Delaware Limited Liability Company Act or similar statute in any other state.

Dollars” and “$”: dollars in lawful currency of the United States of America.

EEA Financial Institution”: (a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country that 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 credit institution or investment firm established in any EEA Member Country.

Eligible Assignee”: as defined in Section 10.6(c).

Eligible Subsidiary”: each direct or indirect Wholly-Owned Subsidiary of the Borrower that directly or indirectly owns or leases an Eligible Unencumbered Asset.

Eligible Unencumbered Assets”: collectively, the Eligible Unencumbered Mortgage Notes Receivable, the Eligible Unencumbered Real Property Assets and Eligible Unencumbered Other Assets.

Eligible Unencumbered Mortgage Notes Receivable”: any Mortgage Note Receivable that is (i) not subject to (a) a Lien other than Permitted Liens or (b) any Negative Pledge other than Permitted Negative Pledges, (ii) not more than 60 days past due, (iii) owned solely by the Borrower or one of its Wholly-Owned Subsidiaries, (iv) secured by a first priority lien on real property located on a Real Property Asset that meets the criteria for Eligible Unencumbered Real Property Asset (excluding the conditions set forth in clause (b) of the definition thereof) and (v) if owned by a Subsidiary of the Parent REIT, (a) no direct or indirect Capital Stock of such Subsidiary is subject to any Liens (other than in favor of the Parent REIT or any Wholly-Owned Subsidiary of the Parent REIT or of the Borrower and Permitted Liens) or Negative Pledge (other than Permitted Negative Pledges) and (b) the Borrower has the right, directly or indirectly, to sell, transfer or otherwise dispose of such Mortgage Note Receivable without the consent of any Person (other than any consent required under this Agreement and other than Permitted Transfer Restrictions).
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Eligible Unencumbered Mortgage Notes Receivable Value”: on any date of determination, an aggregate amount equal to the GAAP book value of Eligible Unencumbered Mortgage Notes Receivable as of such date, provided that, the Eligible Unencumbered Mortgage Notes Receivable Value for any for Eligible Unencumbered Mortgage Notes Receivable owned by an Unconsolidated Joint Venture shall be equal to the Parent REIT’s Ownership Share of the Eligible Unencumbered Mortgage Notes Receivable Value for such Eligible Unencumbered Mortgage Notes Receivable, and provided further that the Eligible Unencumbered Mortgage Notes Receivable Value shall not exceed 10% of total Eligible Unencumbered Pool Asset Value.

Eligible Unencumbered Other Assets”: cash, cash equivalents and Marketable Securities that are (i) not subject to (a) a Lien other than Permitted Liens or (b) any Negative Pledge other than Permitted Negative Pledges, (ii) owned solely by the Borrower or a Wholly-Owned Subsidiary of the Borrower and (iii) if owned by a Subsidiary of the Parent REIT, (a) no direct or indirect Capital Stock of such Subsidiary is subject to any liens (other than in favor of the Parent REIT or any Wholly-Owned Subsidiary of the Parent REIT or of the Borrower and Permitted Liens) or Negative Pledge (other than Permitted Negative Pledges) and (b) the Borrower has the right, directly or indirectly, to sell, transfer or otherwise dispose of such cash, cash equivalents and Marketable Securities without the consent of any Person (other than any consent required under this Agreement and other than Permitted Transfer Restrictions), provided that, value given to Eligible Unencumbered Other Assets owned by an Unconsolidated Joint Venture shall be equal to the Parent REIT’s Ownership Share of the applicable value for such Eligible Unencumbered other assets.

Eligible Unencumbered Pool Asset Value”: on any date of determination, an aggregate amount equal to:

(a)    with respect to the Eligible Unencumbered Real Property Assets, the Eligible Unencumbered Real Property Value, plus

(b)    with respect to the Eligible Unencumbered Mortgage Notes Receivable, the Eligible Unencumbered Mortgage Notes Receivable Value.

For purposes of determining Eligible Unencumbered Pool Asset Value, Net Operating Income from Real Property Assets disposed of by the Parent REIT or any Subsidiary, during the fiscal quarter most recently ended shall be excluded from the calculation of Eligible Unencumbered Pool Asset Value.

Eligible Unencumbered Real Property Asset”: any Real Property Asset for which the Administrative Agent has received an Eligible Unencumbered Real Property Asset Certificate from the Borrower certifying that such Real Property Asset meets the following criteria:

(a)    such Real Property Asset is located in any of the 50 states of the United States, the District of Columbia or the Commonwealth of Puerto Rico;

(b)    such Real Property Asset is wholly-owned by the Borrower or a Wholly-Owned Subsidiary thereof in fee simple or subject to a ground lease pursuant to an Acceptable Ground Lease;

(c)    such Real Property Asset shall not have any material environmental, structural or title defects, and not be subject to any condemnation proceeding that in any event would give rise to a materially adverse effect as to the value, use of, operation of or ability to sell or finance such Real Property Asset;

(d)    such Real Property Asset shall be subject to (A) a triple-net lease to a third party or (B) a double-net or equivalent lease to a third party;

(e)    [reserved];

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(f)    such Real Property Asset is not subject to (i) a Lien (other than Permitted Liens) or (ii) any Negative Pledge (other than Permitted Negative Pledges); and

(g)    if such Real Property Asset is owned by a Subsidiary of the Parent REIT, (i) no Capital Stock of such Subsidiary is subject to any Liens (other than in favor of the Parent REIT or any Wholly-Owned Subsidiary of the Parent REIT or of the Borrower and Permitted Liens) or Negative Pledge (other than Permitted Negative Pledges) and (ii) the Borrower has the right, directly or indirectly, to sell, transfer or otherwise dispose of such Real Property Asset without the consent of any Person, in each case, other than any consent required under this Agreement and other than Permitted Transfer Restrictions.

A Real Property Asset satisfying the conditions set forth above shall become an Eligible Unencumbered Real Property Asset on the second Business Day after receipt by the Administrative Agent of an Eligible Unencumbered Real Property Asset Certificate from the Borrower.

Eligible Unencumbered Real Property Asset Certificate”: a certificate duly executed by a Responsible Officer, substantially in the form of Exhibit D.

Eligible Unencumbered Real Property Value”: on any date of determination, subject to the proviso below, an aggregate amount equal to:

(a)    the sum of (A) for any Eligible Unencumbered Real Property Asset owned or leased by the Parent REIT and its subsidiaries for four fiscal quarters or more, the Unencumbered NOI of such Eligible Unencumbered Real Property Asset for the fiscal quarter most recently ended multiplied by four divided by the applicable Capitalization Rate for such asset and (B) for any Eligible Unencumbered Real Property Asset owned or leased by the Parent REIT and the subsidiaries for less than four fiscal quarters, an amount equal to the lesser of the appraised value and the sum of the purchase price plus lease incentives of such Eligible Unencumbered Real Property Asset (unless no Appraisal is available as of such date of determination, in which case the amount shall be the sum of the purchase price plus lease incentives); provided that, the aggregate amount of lease incentives included above for all Eligible Unencumbered Real Property Assets as of any date of determination shall not exceed 5% of Eligible Unencumbered Real Property Value:

minus the sum of:

(b)    (i) the aggregate Eligible Unencumbered Real Property Value of Real Property Assets leased to any single tenant or group of Affiliates thereof exceeding 15% of the Eligible Unencumbered Real Property Value;

(ii)    [reserved];

(iii)    the aggregate Eligible Unencumbered Pool Asset Value of properties with tenants whose business is classified within the same NAICS Industry Group exceeding 25% of the Eligible Unencumbered Real Property Value;

(iv)    the aggregate Eligible Unencumbered Real Property Value of properties located in a single state exceeding 20% of the Eligible Unencumbered Real Property Value;

(v)    the aggregate Eligible Unencumbered Real Property Value of properties subject to construction, redevelopment or undeveloped land exceeding 10% of the Eligible Unencumbered Real Property Value;


(vi)    the aggregate Eligible Unencumbered Real Property Value of properties subject to a ground lease exceeding 15% of the Eligible Unencumbered Real Property Value; and
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(vii)    the aggregate Eligible Unencumbered Real Property Value of properties subject to a double-net lease exceeding 15% of the Eligible Unencumbered Real Property Value;

For purposes of determining Eligible Unencumbered Real Property Value, (i) Net Operating Income from Real Property Assets disposed of by the Parent REIT or any Subsidiary during the fiscal quarter most recently ended shall be excluded from the calculation of Eligible Unencumbered Real Property Value and (ii) the Eligible Unencumbered Real Property Value for any Eligible Unencumbered Real Property Asset owned by an Unconsolidated Joint Venture shall be equal to the Parent REIT’s Ownership Share of the Eligible Unencumbered Real Property Value for such Eligible Unencumbered Real Property Asset. Nothing in either clause (a) or (b) above shall require that the Parent REIT or a Subsidiary obtain an Appraisal of any real estate, unless such Appraisal is required by GAAP.

Environmental Claim”: any investigative, enforcement, cleanup, removal, containment, remedial, or other private or governmental or regulatory action threatened, instituted, or completed pursuant to any applicable Environmental Law against any Group Member or against or with respect to any Real Property or facility.

Environmental Laws”: any and all laws, rules, orders, regulations, statutes, ordinances, codes, decrees, agreements or other legally enforceable requirements (including, without limitation, common law) of any international authority, foreign government, the United States, or any state, local, municipal or other governmental authority, regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health, or employee health and safety, as has been, is now, or may at any time hereafter be, in effect.

Environmental Permits”: any and all permits, licenses, approvals, registrations, notifications, exemptions and other authorizations required under any Environmental Law.

ERISA”: the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

Erroneous Payment”: as defined in Section 9.15.

Erroneous Payment Deficiency Assignment”: as defined in Section 9.15.

Erroneous Payment Impacted Class”: as defined in Section 9.15.

Erroneous Payment Return Deficiency”: as defined in Section 9.15.

ESG”: as defined in Section 2.25.

ESG Amendment”: as defined in Section 2.25.

ESG Applicable Margin Adjustments”: as defined in Section 2.25.

ESG Pricing Provisions”: as defined in Section 2.25.

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

Event of Default”: any of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

Exchange Act”: as defined in the definition of “Change of Control”.

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Excluded Hedge Obligation”: with respect to any Loan Party, any obligation under Specified Hedge Agreements if, and to the extent that, all or a portion of the Guarantee Obligations of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such obligation (or any Guarantee Obligation thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the Guarantee Obligation of such Loan Party becomes effective with respect to such obligation under such Hedge Agreement. If an obligation under a Specified Hedge Agreement arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such obligation that is attributable to swaps for which such Guarantee Obligation or security interest is or becomes illegal.

Excluded Subsidiary”: at any time when the Credit Rating is an Investment Grade Rating, each Subsidiary of the Parent REIT that, at such time, does not have any Guarantee Obligations with respect to Indebtedness for borrowed money.

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, withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.22) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.18, 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 Section 2.18(e) and (d) any withholding Taxes imposed under FATCA.

Existing Ground Lease”: each ground lease listed in Schedule 7.18:

(a)    under which no event of default has occurred or solely with the passage of time or the giving of notice would occur;

(b)    under which no ground lessor has the unilateral right to terminate such ground lease prior to expiration of the stated term of such ground lease absent the occurrence of any casualty, condemnation or default by the Borrower or any of its Subsidiaries thereunder; and

(c)    that has, as of any date of determination, a remaining term of at least one year.

Existing Lenders”: as defined in the preamble hereto.

Existing Credit Agreement”: as defined in the preamble hereto.

Facility”: each of (a) the Initial Term Loans made hereunder (the “Initial Term Loan Facility”), (b) the Revolving Credit Commitments and the extensions of credit made thereunder (the “Revolving Credit Facility”) and (c) any Series of Incremental Loans (each such Series, an “Incremental Loan Facility”).

Facility Fee”: as defined in Section 2.7(a).

Facility Fee Rate”:

(a)    on any date of determination from and after the Second Amendment Effective Date until the Ratings Opt-In Date, a rate equal to the rate determined by reference to the Consolidated Leverage Ratio as set forth below:
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Consolidated Leverage RatioFacility Fee Rate
< 0.35 to 1.000.15%
≥ 0.35 to 1.00 and <0.40 to 1.000.15%
≥ 0.40 to 1.00 and < 0.45 to 1.000.20%
≥ 0.45 to 1.00 and < 0.50 to 1.000.20%
≥ 0.50 to 1.00 and < 0.55 to 1.000.30%
≥ 0.55 to 1.000.30%
; and

(b)    on any date of determination on and after the Ratings Opt-In Date, a percentage per annum determined by reference to the Credit Rating Level as set forth below:

Credit Rating LevelFacility Fee Rate
Credit Rating Level 10.125%
Credit Rating Level 20.150%
Credit Rating Level 30.200%
Credit Rating Level 40.250%
Credit Rating Level 50.300%

If this subparagraph (b) is applicable, the Facility Fee Rate shall be determined by reference to the Credit Rating Level in effect from time to time; provided that no change in the Applicable Margin resulting from the applicability of a Credit Rating Level or a change in the Credit Rating Level shall be effective until three Business Days after the date on which the Administrative Agent receives written notice of the applicability such of the Credit Rating Level or a change in such Credit Rating Level.

FATCA”: Sections 1471 through 1474 of the Code, as of Second Amendment Effective Date (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.

FCPA”: the Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd-1, et seq., as amended from time to time.

Federal Funds Effective Rate”: for any day, the rate calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate.

Federal Reserve Bank of New York’s Website”: the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

Fitch”: Fitch, Inc. and its successors.

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

Fronting Exposure”: at any time there is a Revolving Credit Lender that is a Defaulting Lender, with respect to any Issuing Lender, such Defaulting Lender’s L/C Exposure with respect to Letters of Credit issued by such Issuing Lender other than L/C Obligations as to which such Defaulting Lender’s
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participation obligation has been reallocated to other Revolving Credit Lenders or Cash Collateralized in accordance with the terms hereof.

Funding Office”: the office specified from time to time by the Administrative Agent as its funding office by notice to the Borrower and the Lenders.

GAAP”: subject to Section 1.3, generally accepted accounting principles in the United States of America as in effect from time to time, as adopted by the Financial Accounting Standards Board and the SEC.

Governmental Authority”: any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners and any supra-national bodies such as the European Union or the European Central Bank).

Granting Lender”: as defined in Section 10.6(g).

Group Members”: the Parent REIT and all of its Subsidiaries, including, without limitation, the Borrower.

Guarantee Agreement”: the Amended and Restated Guarantee Agreement executed and delivered by the Parent REIT and each Subsidiary Guarantor, substantially in the form of Exhibit A, as the same may be amended, restated, supplemented or otherwise modified from time to time.

Guarantee Obligation”: as to any Person (the “guaranteeing person”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees any Indebtedness, leases, dividends or other payment obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (a) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise to assure the payment of such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lesser of (A) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (B) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

Guarantors”: the collective reference to the Parent REIT and the Subsidiary Guarantors.

Hedge Agreements”: all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity or currency futures contracts, options to purchase or sell a commodity or currency, or option, warrant or other right with respect to a commodity or currency futures contract or similar arrangements entered into by the Group Members providing for protection against fluctuations in interest rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies.

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Hedge Bank”: any Person that is an Agent, a Lender, an Arranger or an Affiliate of any of the foregoing at the time it enters into a Specified Hedge Agreement, in its capacity as a party thereto, whether or not such Person subsequently ceases to be an Agent, a Lender, an Arranger or an Affiliate of any of the foregoing; provided that, at the time of entering into a Specified Hedge Agreement, no Hedge Bank shall be a Defaulting Lender.

KPIS”: as defined in Section 2.25.

Incremental Lenders”: as defined in Section 2.23.

Incremental Loan Amendment”: as defined in Section 2.23.

Incremental Loan Commitment”: as defined in Section 2.23.

Incremental Loan Effective Date”: as defined in Section 2.23.

Incremental Loan Facility”: as defined in the definition of “Facility” in this Section 1.1.

Incremental Loan Maturity Date”: with respect to any Series of Incremental Loans, the date on which such Series shall become due and payable in full hereunder, as specified in the applicable Incremental Loan Amendment (whether at the stated maturity, by acceleration or otherwise).

Incremental Loans”: as defined in Section 2.23.

Indebtedness”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property (excluding any obligations under a contract to purchase Property that has not been consummated) or services (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit, surety bond or similar facilities, (g) all obligations of such Person with respect to Disqualified Equity Interests, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of others of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, but limited to the lesser of the fair market value of such property and the aggregate amount of the obligations so secured, and (j) for the purposes of Section 7.2(n) and Section 8.1(e) only, all net obligations of such Person in respect of Hedge Agreements. The Indebtedness of any Person shall (x) include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor and (y) exclude liabilities or obligations associated with operating leases whether or not included in Indebtedness in accordance with GAAP. For purposes of clause (j) above, the principal amount of Indebtedness in respect of Hedge Agreements shall equal the net amount that would be payable (giving effect to netting) at such time if such Hedge Agreement were terminated.

Indemnified Liabilities”: as defined in Section 10.5.

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

Indemnitee”: as defined in Section 10.5.
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Initial Term Loan Commitment”: as to any Lender, the obligation of such Lender, if any, to make, or continue to make, an Initial Term Loan to the Borrower hereunder during the Initial Term Loan Commitment Period in a principal amount not to exceed the amount set forth under the heading “Term Loan Commitment” opposite such Lender’s name on Annex A, as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Initial Term Loan Commitments on the Restatement Effective Date was $200,000,000. The Initial Term Loan Commitment shall automatically terminate on the Initial Term Loan Commitment Termination Date.

Initial Term Loan Commitment Period”: the period from the Restatement Effective Date through and including April 12, 2024.

Initial Term Loan Commitment Termination Date”: the date that is the earlier of (x) the Initial Term Loan Funding Date and (y) April 12, 2024.

Initial Term Loan Funding Date”: the date the Initial Term Loans were funded pursuant to Section 2.3.

Initial Term Loan Lenders”: each Lender that (a) has an Initial Term Loan Commitment or that is a holder of an Initial Term Loan or (b) has any other Incremental Loan Commitment for other Incremental Loans designated as Initial Term Loans pursuant to Section 2.23 or is the holder of any other Incremental Loan designated as an Initial Term Loan pursuant to Section 2.23.

Initial Term Loans”: the term loans made on the Initial Term Loan Funding Date pursuant to Section 2.3, together with any Incremental Loans designated as Initial Term Loans pursuant to Section 2.23.

Insolvency”: with respect to any Multiemployer Plan, the condition that such Multiemployer Plan is insolvent within the meaning of Section 4245 of ERISA.

Insolvent”: pertaining to a condition of Insolvency.

Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

Interest Payment Date”: (a) as to any Base Rate Loan, the last day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Term SOFR Loan having an Interest Period of three months or shorter, the last day of such Interest Period, (c) as to any Term SOFR Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any portion of a Loan (other than any Revolving Credit Loan that is a Base Rate Loan), the date of repayment or prepayment thereof.

Interest Period”: as to any Term SOFR Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Term SOFR Loan and ending one day or one or three months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Term SOFR Loan and ending one day or one or three months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 11:00 A.M. (local time in New York City) on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto, in each case 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 be extended to the next succeeding Business
53


Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii)    any Interest Period that would otherwise extend beyond the Revolving Credit Termination Date or beyond any Term Loan Maturity Date shall end on the Revolving Credit Termination Date or such Term Loan Maturity Date, as applicable; and

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

Investment Grade Rating”: a Credit Rating determined by (a) S&P of at least BBB-, (b) Moody’s of at least Baa3, or (c) Fitch of at least BBB-.

Investments”: as defined in Section 7.7.

Issuing Lenders”: (a) Wells Fargo Bank, National Association and Bank of America, N.A. or (b) any other Revolving Credit Lender from time to time designated by the Borrower as an Issuing Lender with the consent of such Revolving Credit Lender and the Administrative Agent.

Joint Venture”: any joint venture entity, whether a company, unincorporated firm, association, partnership or any other entity, in each case, in which the Parent REIT or its Subsidiaries has a direct or indirect equity or similar interest and which is not a Wholly-Owned Subsidiary of the Borrower.

L/C Commitment”: as to any Issuing Lender, the amount set forth under the heading “L/C Commitment” opposite such Issuing Lender’s name on Annex A as such amount may be increased or decreased from time to time as agreed to in writing by such Issuing Lender and the Borrower and notified to the Administrative Agent. The aggregate of all L/C Commitments for all Issuing Lenders as of the Restatement Effective Date is $10,000,000.

L/C Exposure”: for any Lender, at any time, its Revolving Credit Percentage of the total L/C Obligations at such time.

L/C Fee Payment Date”: the last day of each March, June, September and December and the last day of the Revolving Credit Commitment Period.

L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5.

L/C Participants”: with respect to any Letter of Credit, the collective reference to all the Revolving Credit Lenders other than the Issuing Lender that issued such Letter of Credit.

L/C Sublimit”: $10,000,000, as such amount may be reduced pursuant to Section 3.9.

Lender Payment Amount”: as defined in Section 2.16(g).

Lenders”: the Term Loan Lenders, the Incremental Lenders and the Revolving Credit Lenders, as applicable, party to this Agreement from time to time and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.
Letters of Credit”: as defined in Section 3.1(a).

Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without
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limitation, any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).
Loan Documents”: this Agreement, the Guarantee Agreement, the Applications and the Notes.
Loan Parties”: the Parent REIT, the Borrower and each Subsidiary of the Borrower that is a party to a Loan Document. For the avoidance of doubt, a Group Member shall not be a Loan Party solely because it is a beneficiary to an Application.

Loans”: the Term Loans, the Incremental Loans (if any) and the Revolving Credit Loans.

Majority Facility Lenders”: at any time, with respect to any Facility, the holders of more than 50% of in the case of (a) the Initial Term Loan Facility, the aggregate unpaid principal amount of the Initial Term Loans then outstanding; (b) each Series of Incremental Loans, the aggregate unpaid principal amount of the Incremental Loans of such Series then outstanding (and, in the case any Incremental Loan Commitments of such Series remains undrawn and available, prior to the termination of such Commitments, the holders of more than 50% of the aggregate Incremental Loan Commitments of such Series then in effect), and (c) the Revolving Credit Facility, the Total Revolving Extensions of Credit, as the case may be, then outstanding under such Facility (or, in the case of the Revolving Credit Facility, prior to any termination of the Revolving Credit Commitments, the holders of more than 50% of the Total Revolving Credit Commitments then in effect).

Majority Revolving Credit Facility Lenders”: the Majority Facility Lenders in respect of the Revolving Credit Facility.

Marketable Securities”: securities evidencing indebtedness issued by Persons located in, and formed under the laws of, any State of the United States or America or the District of Columbia, which Persons have a senior unsecured long term credit rating of BBB- or higher from S&P or Fitch, Baa3 or higher from Moody’s or an equivalent or higher rating from another Rating Agency.

Material Acquisition”: any Acquisition (or series of related Acquisitions) or any Investment (or series of related Investments) permitted by Section 7.7 and consummated in accordance with the terms of Section 7.7 for which the aggregate consideration paid in respect of such Acquisition or Investment (including any Indebtedness assumed in connection therewith) is $250,000,000 or more.

Material Adverse Effect”: (a) a material adverse effect on the business, assets, operations or financial condition of the Loan Parties, taken as a whole; (b) a Material Property Event with respect to the Eligible Unencumbered Assets, taken as a whole; (c) a material impairment of the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents; or (d) a material adverse effect on the legality, validity, binding effect or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Agents or the Lenders hereunder or thereunder.
Material Environmental Amount”: an amount or amounts payable by any of the Group Members or in respect to any Real Property in the aggregate in excess of $80,000,000, for: costs to comply with any applicable Environmental Law; costs of any investigation, and any remediation, of any Materials of Environmental Concern which is required by applicable Environmental Law or a Governmental Authority; and compensatory damages (including, without limitation damages to natural resources), punitive damages, fines, and penalties pursuant to any applicable Environmental Law.

Material Property Event”: with respect to any Eligible Unencumbered Asset, the occurrence of any event or circumstance occurring or arising after the Second Amendment Effective Date that could reasonably be expected to have a (a) material adverse effect with respect to the financial condition or the operations of such Eligible Unencumbered Asset, (b) material adverse effect on the ownership of such Eligible Unencumbered Asset, or (c) result in a Material Environmental Amount.

Materials of Environmental Concern”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products (virgin or used), polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity, and any other materials, substances or forces of any kind, whether or not any such material, substance or force is defined as hazardous or toxic under
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any Environmental Law, that is regulated pursuant to or could reasonably be expected to give rise to liability under any applicable Environmental Law.

Maximum Revolving Facility Availability”: at any date, an amount equal to the Total Revolving Credit Commitments on such date.

Money Laundering Control Act”: the Money Laundering Control Act of 1986, as amended from time to time.

Moody’s”: Moody’s Investors Service, Inc. and its successors.

Mortgage Notes Receivable”: a note receivable representing indebtedness owed to the Borrower or one of the Parent REIT’s Subsidiaries which is secured by a mortgage lien on real property having a value in excess of the amount of such indebtedness, provided that, any such indebtedness owed by an Unconsolidated Joint Venture shall be reduced by the portion of such indebtedness attributable to the Borrower’s or such Subsidiary’s, as applicable, Ownership Share of such Unconsolidated Joint Venture.

Multiemployer Plan”: a multiemployer plan as defined in Section 4001(a)(3) of ERISA that is subject to Title IV of ERISA and to which the Borrower or any Commonly Controlled Entity has an obligation to contribute.

NAICS Industry Group”: any “Industry Group” as defined by The North American Industry Classification System, as published by the Executive Office of the President Office of Management and Budget, United States 2012.

Negative Pledge”: with respect to a given asset, any provision of a document, instrument or agreement (other than any Loan Document) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for the Obligations; provided that, an agreement that (a) conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, or (b) contains Permitted Transfer Restrictions, shall not, in any such case, constitute a Negative Pledge.

Net Operating Income”: for any Real Property Asset and for a given period, the following (without duplication and determined on a consistent basis with prior periods): (i) total revenues (as determined in accordance with GAAP) attributable to such Real Property Asset during the given period, including but not limited to rents, additional rents (including tenant reimbursement income for expenses not excluded from the description in clause (ii) below) and all other revenues (including earned income from direct financing leases) from such Real Property Asset, as well as proceeds from rent/payment loss or business interruption insurance, condemnation awards to the extent relating to lost usage compensation, lease termination fees and legal settlements or awards related to lease or loan payments (but not in excess of the actual rent/payments otherwise payable) but excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ obligations for rent/payments, minus (ii) all expenses paid (excluding interest, amortization and depreciation, but including an appropriate accrual for property taxes and insurance) related to the ownership, operation or maintenance of such Real Property Asset during the given period, including but not limited to property taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Real Property Asset, but specifically excluding (w) any of the foregoing to the extent included in imputed management fee referred to in clause (iv) below as reasonably determined by the Borrower, (x) any general overhead expenses of the Parent REIT and its subsidiaries, (y) capital expenses, debt service charges, losses covered by insurance, and non-cash expenses, and (z) any property management fees) all of the preceding expenses shall only be included to the extent not covered by the tenant as required in the lease agreement, minus (iii) the Reserve for Replacements for such Real Property Asset as of the end of such period, minus (iv) an imputed management fee in an amount equal to the greater of actual management fees incurred or 1% of the gross revenues for such Real Property
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Asset for such period, minus (v) all rents received from tenants or licensees in default of payment or other material monetary obligations under their lease for 45 days or more, or with respect to leases as to which the tenant or licensee or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding (and that, with respect to tenants or licensees in bankruptcy, have filed a motion to reject their lease or license respectively in such bankruptcy or other insolvency proceeding).

For purposes of determining Net Operating Income, to the extent that greater than 5% of Net Operating Income is attributable to leases where the mortgagee, tenant or licensee or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding, such excess shall be excluded.

Net Operating Income shall be adjusted to remove any impact from straight line rent leveling adjustments required under GAAP and amortization of above and below market rent intangibles pursuant to FASB ASC 805.

For the purpose of calculating Net Operating Income for any Real Property Asset, (i) the revenue from rents attributable to such Real Property Asset during any monthly period of free rent shall be deemed to be the contracted monthly amount of initial rent immediately following such free rent period, provided that, such period of deemed revenue from rents shall not exceed three months for any Real Property Asset for any tenant and its affiliates and (ii) the Net Operating Income for any Real Property Asset owned by an Unconsolidated Joint Venture shall be equal to the Parent REIT’s Ownership Share of the Net Operating Income for such Real Property Asset.

For the purpose of calculating Net Operating Income for any Real Property Asset, if the Net Operating Income attributable to such Real Property Asset with respect to any period shall be negative, the Net Operating Income of such Real Property Asset with respect to such period shall be deemed to be zero.

New Revolving Credit Lender”: as defined in Section 2.23(b)(ii).

Non-Consenting Lender”: as defined in Section 2.22(b).

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

Nonrecourse Indebtedness”: with respect to a Person as of a given date and without duplication, (a) the aggregate principal amount of all indebtedness for borrowed money (or the portion thereof) in respect of which recourse for payment (except Nonrecourse Indebtedness Exceptions) is contractually limited to specific assets of such Person, including Capital Stock in such Person, encumbered by a lien securing such indebtedness and (b) if such Person is a Single Asset Entity, any indebtedness of such Person (and a loan secured by multiple properties owned by Single Asset Entities shall be considered Nonrecourse 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; provided that, such indebtedness that is cross-defaulted and cross-collateralized otherwise satisfies clause (a) above with respect to the applicable Single Asset Entities).

Nonrecourse Indebtedness Exceptions”: with respect which Indebtedness for which recourse for payment is generally limited to specific assets encumbered by a lien securing such Indebtedness, customary exceptions for fraud, material misrepresentations, gross negligence, willful misconduct, unlawful acts, misapplication of funds, environmental indemnities, prohibited transfers, claims that result from intentional mismanagement of or waste at the Real Property Asset securing such Nonrecourse Indebtedness or which are the result of any unpaid real estate taxes and assessments (whether contained in a loan agreement, promissory note, indemnity agreement or other document), failure to pay taxes, failure to maintain insurance, insurance deductibles, ERISA liability, violation of “special purpose entity” covenants, bankruptcy, insolvency receivership or other similar events and other exceptions customarily excluded by institutional lenders in nonrecourse financings of real estate.

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Non-Consenting Term Loan Lender”: each Lender that was a Term Loan Lender on the Second Amendment Effective Date, immediately after giving effect to the Second Amendment, other than any such Term Loan Lender that is party to the Second Amendment, including in its capacity as a Revolving Credit Lender.

Non-U.S. Lender”: as defined in Section 2.23(b)(ii).

Non-U.S. Participant”: as defined in Section 2.22(b).

Note”: any promissory note evidencing any Loan.

Obligations”: (i) the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, the Reimbursement Obligations and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise and (ii) all obligations and liabilities of any Loan Party to any Hedge Bank under any Specified Hedge Agreement; provided that, the definition of “Obligations” shall not create or include any guarantee by any Loan Party of (or grant of security interest by any Loan Party to support, as applicable) any Excluded Hedge Obligations of such Loan Party.

OFAC”: Office of Foreign Assets Control of the United States Department of the Treasury.

Other Charges”: all ground rents, maintenance charges, impositions other than taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Real Property, now or hereafter levied or assessed or imposed against the Real Property or any part thereof.

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 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”: any and all present or future stamp, court or documentary, intangible, recording, filing or similar taxes arising from any payment made hereunder or from the execution, delivery, performance, registration of, enforcement of, receipt or perfection of a security interest under or otherwise with respect to, any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment request made pursuant to Section 2.22).

Ownership Share”: with respect to any subsidiary of a Person (other than a Wholly-Owned Subsidiary) or any Unconsolidated Joint Venture of a Person, the greater of (a) such Person’s relative nominal direct and indirect ownership interest (expressed as a percentage) in such subsidiary or Unconsolidated Joint Venture or (b) such Person’s relative direct and indirect economic interest (calculated as a percentage) in such subsidiary or Unconsolidated Joint Venture determined in accordance with the applicable provisions of the declaration of trust, articles or certificate of incorporation, articles of organization, partnership agreement, joint venture agreement or other applicable organizational document of such subsidiary or Unconsolidated Joint Venture.

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Parent REIT”: as defined in the preamble hereto.

Participant”: as defined in Section 10.6(b).

Participation Amount”: as defined in Section 3.4(b).

Payment Amount”: as defined in Section 3.5.

Payment Office”: the office specified from time to time by the Administrative Agent as its payment office by notice to the Borrower and the Lenders.

Payment Recipient”: as defined in Section 9.15.

PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

Permitted Liens”: as to any Person: (a) Liens securing taxes, assessments and other charges or levies imposed by any Governmental Authority not yet due and payable (excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental Laws if the imposition of such Lien could reasonably be expected to have a Material Adverse Effect) or the claims of materialmen, mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, which are not at the time required to be paid or discharged under Section 6.3; (b) deposits or pledges made, in the ordinary course of business, in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar applicable Requirements of Law or in connection with performance of bids and trade contracts and leases where such Person is the tenant; (c) encumbrances on Real Property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto which do not materially detract from the value of such property for its intended business use or impair the intended business use thereof in the business of such Person; (d) the rights of tenants under leases or subleases not interfering with the ordinary conduct of business of such Person; (e) Liens in favor of (i) the Administrative Agent for the benefit of the Lenders (including their affiliates in respect of any Specified Hedge Agreement permitted hereunder) or (ii) in favor of the administrative agent or other representative on behalf of the administrative agent under the Capital One Credit Agreement to secure the obligations thereunder (including in respect of any Capital One Hedge Agreement permitted thereunder); (f) normal and customary rights of setoff against deposits in favor of banks and other depository institutions; (g) Liens of a collecting bank under Section 4-210 of the Uniform Commercial Code, or similar law, on items in the course of collection; and (h) Liens in favor of any Group Member in connection with an Eligible Unencumbered Mortgage Note Receivable.

Notwithstanding the foregoing, in no event shall any Lien be created, incurred, assumed or suffered to exist on (x) any Eligible Unencumbered Asset (except Liens pursuant to clauses (a), (c) or (e) above), or (y) the Capital Stock of any Person that is the direct or indirect owner of any Eligible Unencumbered Asset (except inchoate Liens securing taxes, assessments and other charges or levies imposed by any Governmental Authority not yet due and payable pursuant to clause (a) above or Liens pursuant to clause (e) above).

Permitted Negative Pledge”: as defined in Section 7.12.

Permitted Transfer Restrictions”: (a) obligations, encumbrances or restrictions contained in any sale agreement restricting the creation of liens on, or the sale, transfer or other disposition of Capital Stock or Property, including any Real Property Asset, pending the sale thereof; provided that such encumbrances and restrictions apply only to the Subsidiary or Property that are the subject of such sale agreement, (b) reasonable and customary restrictions on transfer, mortgage liens, pledges and changes in beneficial ownership arising under management agreements, franchise agreements and ground leases entered into in the ordinary course of business (including in connection with any acquisition or development of any applicable Real Property Asset, without regard to the transaction value thereof), including rights of first offer or refusal arising under such agreements and leases, in each case, that limit,
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but do not prohibit, sale or mortgage transactions, (c) reasonable and customary obligations, encumbrances or restrictions contained in agreements not constituting Indebtedness entered into with limited partners or members of the Borrower or of any other Subsidiary of the Parent REIT imposing obligations in respect of contingent obligations to make any tax “make whole” or similar payment arising out of the sale or other transfer of assets reasonably related to such limited partners’ or members’ interest in the Borrower or such Subsidiary pursuant to “tax protection” or other similar agreements and (d) obligations, encumbrances or restrictions under the Capital One Credit Agreement and any Capital One Hedge Agreement.

Person”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

Plan”: any employee benefit plan, other than a multiemployer plan as defined in Section 3(37) or 4001(a)(3) of ERISA, that is covered by ERISA and in respect of which the Borrower is an “employer” as defined in Section 3(5) of ERISA.

Preferred Dividends”: for any period and without duplication, all Restricted Payments paid during such period on Preferred Equity Interests issued by the Parent REIT or any of its subsidiaries. Preferred Dividends shall not include dividends or distributions (a) paid or payable solely in Capital Stock (other than mandatorily redeemable stock) payable to holders of such class of Capital Stock, (b) paid or payable to the Parent REIT or a Subsidiary, or (c) constituting or resulting in the redemption of Preferred Equity Interests, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.

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

Prime Rate”: as defined in the definition of “Base Rate”.

Principal Financial Officer”: the chief financial officer, any director (or equivalent) or officer from time to time of the Parent REIT with actual knowledge of the financial affairs of the Parent REIT and its Subsidiaries.

Property”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

Pro Forma Balance Sheet” as defined in Section 4.1.

PTE”: a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

Rating Agency”: each of S&P, Moody’s and Fitch, or any other nationally recognized statistical rating agency or organization which has been approved by the Administrative Agent in its sole discretion.

Ratings Opt-In”: as defined in the definition of “Applicable Margin”.

Ratings Opt-In Date”: as defined in the definition of “Applicable Margin”.

Real Property”: with respect to any Person, all of the right, title, and interest of such Person in and to land, improvements and fixtures, including ground leases.

Real Property Asset”: a real property asset (including improvements, fixtures, equipment and related tangible personal property) owned by the Borrower or any of the subsidiaries in fee simple or leased pursuant to a ground lease located in the United States, the District of Columbia or the
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Commonwealth of Puerto Rico and intended for retail, medical, industrial, service-based or entertainment use (and any operating business ancillary thereto).

Recipient”: means (a) the Administrative Agent or (b) any Lender as applicable.

Recourse Indebtedness”: any Indebtedness other than any Nonrecourse Indebtedness. For the avoidance of doubt, Recourse Indebtedness shall not include the Obligations.

Register”: as defined in Section 10.6(d).

Regulation U”: Regulation U of the Board as in effect from time to time.

Reimbursement Obligation”: the obligation of the Borrower to reimburse each Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit issued by such Issuing Lender.

REIT Controlled Affiliate”: any Person that directly or indirectly, is controlled by the Parent REIT. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

REIT Status”: with respect to any Person, (a) the qualification of such Person as a real estate investment trust under Sections 856 through 860 of the Code (a “REIT”), and (b) the applicability to such Person and its shareholders of the method of taxation provided for in Section 857 et seq. of the Code, including a deduction for dividends paid.

Relevant Governmental Body”: the Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board and/or the Federal Reserve Bank of New York or any successor thereto.

Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the 30-day notice period is waived.

Required Lenders”: at any time, Lenders holding more than 50% of the sum of (a) the aggregate unpaid principal amount of the Term Loans and Incremental Loans, if any, then outstanding, (b) the aggregate undrawn and available amount of Incremental Loan Commitments, if any, then outstanding, and (c) the Total Revolving Credit Commitments then in effect or, if the Revolving Credit Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding; provided that, if any Lender shall be a Defaulting Lender at such time then there shall be excluded from the determination of Required Lenders the Commitments and Aggregate Exposure of such Lender at such time.

Requirements of Law”: as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any treaty, federal, state, county, municipal and other governmental statutes, laws, orders, rules, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities or determination of an arbitrator or a court, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject, or the construction, use, alteration or operation of any Real Property, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto, and, with respect to any Real Property, all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to the Group Members, at any time in force affecting such Real Property or any part thereof.

Reserve for Replacements”: for any period and with respect to any Real Property Asset, an amount equal to (i)(a) the aggregate square footage of all completed space of such Real Property Asset that is not subject to “triple net” or “double-net” leases multiplied by (b) $0.10 multiplied by (c) the number of days in such period divided by (ii) 365. If the term Reserve for Replacements is used without reference to any specific Real Property, then it shall be determined on an aggregate basis with respect to all Real Property Assets and the applicable Ownership Shares of all Real Property Assets of all Unconsolidated Joint Ventures.
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Resolution Authority”: an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

Responsible Officer”: the chief executive officer, president, treasurer or chief financial officer of the Parent REIT, but in any event, with respect to financial matters, the chief financial officer or treasurer of the Parent REIT.

Restatement Effective Date”: April 12, 2019.

Restricted Payments”: (a) any dividend or other distribution, direct or indirect, on account of any Capital Stock of the Parent REIT or any of its subsidiaries now or hereafter outstanding, except a dividend payable solely in shares of that class of Capital Stock to the holders of that class; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Capital Stock of the Parent REIT or any of its subsidiaries now or hereafter outstanding; (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Capital Stock of the Parent REIT or any of its subsidiaries now or hereafter outstanding and (d) any derivatives or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a “Derivatives Counterparty”) obligating any Group Member to make payments to such Derivatives Counterparty as a result of any change in market value of any Capital Stock of the Parent REIT.

Revolving Commitment Increase Notice”: each notice delivered by the Borrower to the Administrative Agent pursuant to Section 2.23 requesting an increase to the Revolving Credit Commitments.

Revolving Credit Commitment”: as to any Lender, the obligation of such Lender, if any, to make Revolving Credit Loans and participate in Letters of Credit, in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Credit Commitment” opposite such Lender’s name on Annex A, or, as the case may be, in the Assignment and Assumption substantially in the form of Exhibit E pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Total Revolving Credit Commitments as of the Second Amendment Effective Date is $600,000,000.

Revolving Credit Commitment Period”: the period from and including the Restatement Effective Date to the Revolving Credit Termination Date.

Revolving Credit Increase Effective Date”: as defined in Section 2.23(b).

Revolving Credit Lender”: each Lender that has a Revolving Credit Commitment or that is the holder of Revolving Credit Loans.

Revolving Credit Loans”: as defined in Section 2.1.

Revolving Credit Note”: as defined in Section 2.5.

Revolving Credit Percentage”: as to any Revolving Credit Lender at any time, the percentage which such Lender’s Revolving Credit Commitment then constitutes of the Total Revolving Credit Commitments (or, at any time after the Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate amount of such Lender’s Revolving Extensions of Credit then outstanding constitutes of the Total Revolving Extensions of Credit then outstanding).

Revolving Credit Termination Date”: February 10, 2026, as such date may be extended pursuant to Section 2.6.

Revolving Extensions of Credit”: as to any Revolving Credit Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding and (b) such Lender’s L/C Exposure then outstanding.
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Revolving Offered Increase Amount”: with respect to any Revolving Commitment Increase Notice, the amount of the increase in Revolving Credit Commitments requested by the Borrower in such Revolving Commitment Increase Notice pursuant to Section 2.23(a).

S&P”: Standard & Poor’s Ratings Services and its successors.

SEC”: the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

Second Amendment”: the Second Amendment to Amended and Restated Credit Agreement dated as of February 10, 2022, by and among the Borrower, the Parent REIT, the Subsidiary Guarantors party thereto, Wells Fargo Bank, National Association, as Administrative Agent, Sustainability Structuring Agent, Lender and Issuing Lender, the Lenders party thereto and each of the other parties thereto that are designated as a Subsidiary Guarantor on the signature page thereof.

Second Amendment Effective Date”: February 10, 2022.

Series”: as defined in Section 2.23.

Single Asset Entity”: a bankruptcy remote, single purpose entity which is a Subsidiary of the Parent REIT and which is neither the owner of an Eligible Unencumbered Asset nor 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 Nonrecourse Indebtedness (except for Nonrecourse Indebtedness Exceptions). In addition, if the financial assets of a Person that is a bankruptcy remote, single purpose entity which is a Subsidiary of the Parent REIT and which is neither the owner of an Eligible Unencumbered Asset nor a Subsidiary Guarantor consist solely of (i) Capital Stock in one or more other Single Asset Entities and (ii) cash and other assets of nominal value incidental to such Person’s ownership of the other Single Asset Entities, such Person shall also be deemed to be a Single Asset Entity for purposes hereof.

Single Employer Plan”: any employee benefit plan, other than a multiemployer plan as defined in Section 3(37) or 4001(a)(3) of ERISA, that is covered by Title IV of ERISA or Section 412 of the Code, and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

SOFR”: with respect to any day, 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).

Solvent”: with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.
SPC”: as defined in Section 10.6(g).

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Specially Designated Nationals List”: the Specially Designated Nationals and Blocked Persons List maintained by OFAC and available at http://www.ustreas.gov/offices/ enforcement/ofac/sdn/, or as otherwise published from time to time.

Specified Cash Management Agreement”: any Cash Management Agreement that is made or entered into at any time, or in effect as of the Second Amendment Effective Date or at any time thereafter, whether as a result of an assignment or transfer or otherwise, between or among any Loan Party and any Specified Cash Management Bank.

Specified Cash Management Bank”: any Person that (a) at the time it enters into a Cash Management Agreement with a Loan Party, is a Lender or an Affiliate of a Lender or (b) at the time it (or its Affiliate) becomes a Lender or the Administrative Agent (including on the Closing Date), is a party to a Cash Management Agreement with a Loan Party, in each case in its capacity as a party to such Cash Management Agreement.

Specified Hedge Agreement”: any Hedge Agreement permitted under Section 7.2(n) that is entered into by and between any Loan Party and any Hedge Bank and designated in writing by the Borrower to the Administrative Agent as a “Specified Hedge Agreement”.

State”: any state, commonwealth or territory of the United States of America, in which the subject of such reference or any part thereof is located.

Subsidiary”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Parent REIT.

Subsidiary Guarantor”: each Subsidiary of the Borrower that is or becomes a party to the Guarantee Agreement.

Sustainability Structuring Agent” as defined in the preamble hereto.

Sustainability Linked Loan Principles”: the Sustainability Linked Loan Principles (as published in May 2021 and updated on July 19, 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) or such other principles and metrics mutually agreed to by the Borrower and the Sustainability Structuring Agent (each acting reasonably).

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.

Term Loan Facilities”: the collective reference to the Initial Term Loan Facility and each Incremental Loan Facility.

Term Loan Lenders”: the collectively reference to the Initial Term Loan Lenders and the Incremental Lenders, if any.

Term Loan Maturity Date”: (a) with respect to the Initial Term Loans, April 12, 2024, and (b) with respect to any Incremental Loans designated as Terms Loans, the final maturity date as specified in the applicable Incremental Loan Amendment.

Term Loan Percentage”: as to any Term Loan Lender at any time, with respect to any Term Loan Facility, the percentage which such Lender’s Commitment for such Facility then constitutes of
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the aggregate Commitments for such Facility (or, with respect to any Term Loan Facility that has been funded, the aggregate then unpaid principal amount of such Lender’s Term Loans in respect of such Term Loan Facility).

Term Loans”: the collective reference to the Initial Term Loans and the Incremental Loans, if any.

Term Note”: as defined in Section 2.5(d).

Term SOFR”:

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

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

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

Term SOFR Loan”: any Loan that bears interest at a rate based on 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.

Term SOFR Tranche”: the collective reference to Term SOFR Loans the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

Total Asset Value”: at a given time, the sum (without duplication) of all of the following of the Parent REIT and its Subsidiaries determined on a consolidated basis in accordance with GAAP applied on a consistent basis:
(a)    cash, cash equivalents (other than tenant deposits and other cash and cash equivalents that are subject to a Lien (other than Permitted Liens) or a Negative Pledge (other than a Permitted Negative Pledge) or the disposition of which is restricted in any way (other than Permitted Transfer Restrictions)) and the GAAP book value of Marketable Securities; plus

(b)    subject to the proviso below, the sum of (x) for any Real Property Asset owned or leased by the Borrower and its subsidiaries for more than four fiscal quarters, the Net Operating
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Income of such Real Property Asset for the fiscal quarter most recently ended multiplied by four, divided by the applicable Capitalization Rate for such asset and (y) for any Real Property Asset owned or leased by the Borrower and its subsidiaries for less than four fiscal quarters, an amount equal to the lesser of the appraised value and the sum of the purchase price plus lease incentives of such Real Property Asset; plus

(c)    the GAAP book value of Mortgage Notes Receivable or notes receivable (owned as of the end of the fiscal quarter most recently ended); plus

(d)    the lesser of (i) 10% of the Total Asset Value and (ii) the aggregate sums expended on the construction or redevelopment of improvements (including land acquisition costs) with respect to properties on which construction or redevelopment has commenced but has not yet been completed;

except that:

(i)    as of any dated of determination, the aggregate amount (expressed as percentage of Total Asset Value) of each of the following items in excess of the amount set forth opposite such item below shall be excluded from the determination of Total Asset Value as of such date:

(1)Eligible Unencumbered Other Assets5%
(2)Marketable Securities constituting Eligible Unencumbered Other Assets5%
(3)Mortgage Notes Receivables10%
(4)Pro rata share of Unconsolidated Joint Ventures5%
(5)Ground lease properties5%
(6)Raw land upon which no structure exists5%
(7)Publicly traded and non-traded securities5%
(8)Aggregate of (3) to (7)15%;

(ii)    the Parent REIT’s Ownership Share of assets held by Unconsolidated Joint Ventures (excluding assets of the type described in the immediately preceding clause (a)) shall be included in the calculation of Total Asset Value consistent with the above described treatment for assets owned by the Parent REIT or a consolidated Subsidiary thereof; and

(iii)    Net Operating Income from Real Property Assets disposed of by the Parent REIT, any Subsidiary or any Unconsolidated Joint Venture, as applicable, during the fiscal quarter most recently ended on or prior to any date of determination shall be excluded from the calculation of Total Asset Value as of such date.

Total Revolving Credit Commitments”: at any time, the aggregate amount of the Revolving Credit Commitments then in effect.

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Total Revolving Extensions of Credit”: at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Credit Lenders outstanding at such time.

Transferee”: as defined in Section 10.14.

Type”: as to any Loan, its nature as a Base Rate Loan or a Term SOFR Loan.

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 Benchmark Replacement excluding the Benchmark Replacement Adjustment.

Unconsolidated Joint Venture”: with respect to any Person, any other Person in whom such Person holds an investment that is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person. Unless otherwise specified, any reference to “Unconsolidated Joint Venture” shall mean an Unconsolidated Joint Venture of the Parent REIT or its subsidiaries.

Unencumbered Interest Coverage Ratio”: for any period, the ratio of (a) Unencumbered NOI of the Group Members for such period to (b) Consolidated Unsecured Interest Expense of the Group Members for such period.

Unencumbered Leverage Ratio”: on any date of determination the ratio of (a) Consolidated Unsecured Debt of the Group Members on such date to (b) the sum of (i) Eligible Unencumbered Pool Asset Value of the Eligible Unencumbered Assets on such date plus (ii) the GAAP book value of Eligible Unencumbered Other Assets on such date.

Unencumbered NOI”: for any period:

(a)    with respect to all Eligible Unencumbered Real Property Assets, Net Operating Income for the most recent fiscal quarter ended from all such Eligible Unencumbered Real Property Assets owned as of the end of such fiscal quarter and owned for the full fiscal quarter most recently ended; plus

(b)    solely when calculating the Unencumbered Interest Coverage Ratio and without duplication of amounts captured in clause (a) above, with respect to all Eligible Unencumbered Real Property Assets owned as of the end of the most recent fiscal quarter, but not for the full fiscal quarter, Net Operating Income from all such assets; plus

(c)    solely when calculating the Unencumbered Interest Coverage Ratio, income from Eligible Unencumbered Mortgage Notes Receivable and interest from notes receivable; provided that income from any Eligible Unencumbered Mortgage Notes Receivable owned by an Unconsolidated Joint Venture shall be equal to the Parent REIT’s Ownership Share of the income for such from Eligible Unencumbered Mortgage Notes Receivable.

Unimproved Land”: land on which no development (other than improvements that are not material and are temporary in nature) has occurred.

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USA PATRIOT Act”: the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56), as amended from time to time.

Wholly-Owned Subsidiary”: as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly-Owned Subsidiaries.

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    Other Definitional Provisions. (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b)    As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Parent REIT, the Borrower and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, in each case, subject to Section 1.3.

(c)    The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. Unless the context requires otherwise, any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein).

(d)    The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e)    In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(f)    All calculations of financial ratios set forth in Section 7.1 and the calculation of the Consolidated Leverage Ratio for purposes of determining the Applicable Margin shall be calculated to the same number of decimal places as the relevant ratios are expressed in and shall be rounded upward if the number in the decimal place immediately following the last calculated decimal place is five or greater. For example, if the relevant ratio is to be calculated to the hundredth decimal place and the calculation of the ratio is 5.126, the ratio will be rounded up to 5.13. All calculations of financial ratios and other similar calculations hereunder shall be for the Parent REIT and its Subsidiaries on a consolidated basis.

1.3    Accounting Changes. In the event that any Accounting Change (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Accounting Change as if such Accounting Change had not been
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made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred. “Accounting Change” refers to any change in accounting principles, including, but not limited to, GAAP, required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SEC. Notwithstanding anything to the contrary contained herein or in the definition of “Capital Lease Obligations,” to the extent any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) (“FAS 842”), 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 on December 15, 2018, such lease shall not be considered a capital lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

SECTION 2    AMOUNT AND TERMS OF COMMITMENTS

2.1    Revolving Credit Commitments. (a) Subject to the terms and conditions hereof, each Revolving Credit Lender severally agrees to make revolving credit loans (the “Revolving Credit Loans”) to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding that will not cause (i) such Lender’s Revolving Credit Percentage of the sum of the aggregate principal amount of all Revolving Credit Loans then outstanding plus the L/C Obligations then outstanding to exceed the amount of such Lender’s Revolving Credit Commitment or (ii) the Total Revolving Extensions of Credit to exceed the Maximum Revolving Facility Availability at such time. During the Revolving Credit Commitment Period the Borrower may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Credit Loans may from time to time be Term SOFR Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.11.

(b)    The Borrower shall repay all outstanding Revolving Credit Loans on the Revolving Credit Termination Date.

2.2    Procedure for Revolving Credit Borrowing. The Borrower may borrow under the Revolving Credit Commitments on any Business Day during the Revolving Credit Commitment Period, provided that the Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent (i) prior to 11:00 A.M. (local time in New York City) or such later time as agreed to by the Administrative Agent in its sole discretion, three Business Days prior to the requested Borrowing Date, in the case of Term SOFR Loans, or (ii) prior to 11:00 A.M. (local time in New York City) on the Borrowing Date, in the case of Base Rate Loans). Each borrowing of Revolving Credit Loans under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $1,000,000 or a whole multiple in excess thereof and (y) in the case of Term SOFR Loans, $1,000,000 or a whole multiple in excess thereof. Upon receipt of any such Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit Lender will make its Revolving Credit Percentage of the amount of each borrowing of Revolving Credit Loans available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 1:00 P.M. (local time in New York City) on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower in the account specified by the Borrower in the Disbursement Instruction Agreement, by the Administrative Agent in like funds as received by the Administrative Agent.

2.3    Initial Term Loans. (a) Subject to the terms and conditions hereof, each Initial Term Loan Lender severally agrees to make a single term loan (each, an “Initial Term Loan”) to the Borrower at any time during the Initial Term Loan Commitment Period in an amount for each Initial Term Loan Lender not to exceed the amount of the Initial Term Loan Commitment of such Lender. The Initial Term Loans may from time to time be Term SOFR Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.4 and 2.11.

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(b)    The Borrower shall repay all outstanding Initial Term Loans on the Term Loan Maturity Date for the Initial Term Loans. Once borrowed and repaid, no Initial Term Loan Commitment may be re-borrowed.

2.4    Procedure for Initial Term Loan Borrowing. The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 11:00 A.M. (local time in New York City) (i) three Business Days prior to the Initial Term Loan Funding Date, in the case of Term SOFR Loans, or (ii) one Business Day prior to the Initial Term Loan Funding Date, in the case of Base Rate Loans). Upon receipt of such Borrowing Notice the Administrative Agent shall promptly notify each Initial Term Loan Lender thereof. Not later than 1:00 P.M. (local time in New York City) on the Initial Term Loan Funding Date each Initial Term Loan Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Initial Term Loan or Initial Term Loans to be made by such Lender. The Administrative Agent shall make available to the Borrower in the account specified by the Borrower in the Disbursement Instruction Agreement, the aggregate of the amounts made available to the Administrative Agent by the Initial Term Loan Lenders, in like funds as received by the Administrative Agent.

2.5    Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of each Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8.1) and (ii) the then unpaid principal amount of each Term Loan of each Term Loan Lender on the Term Loan Maturity Date for such Term Loans (or on such earlier date on which the Loans become due and payable pursuant to Section 8.1). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the Restatement Effective Date until payment in full thereof, in each case, at the rates per annum, and on the dates, set forth in Section 2.13.

(b)    Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing Indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c)    [Reserved].

(d)    [Reserved].

(e)    The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Revolving Credit Loans or Term Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a “Revolving Credit Note” or “Term Note”), with appropriate insertions as to date and principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of the Second Amendment Effective Date or the making of the Loans or issuance of Letters of Credit on the Restatement Effective Date.

2.6    Extension of Revolving Credit Termination Date. (a) During the period commencing not more than 120 days prior to, and ending not less than 30 days prior to, the then effective Revolving Credit Termination Date, the Borrower may, in its sole discretion, extend such Revolving Credit Termination Date up to two times of up to six months each by delivering to the Administrative Agent on each occasion a written notice (the “Extension Request”), which the Administrative Agent shall distribute promptly to the Lenders, provided that, the Revolving Credit Termination Date, as extended, shall not be later than February 10, 2027.

(b)    Each extension of the Revolving Credit Termination Date shall become automatically effective on the date on which the following conditions have been satisfied:

(i)    the Administrative Agent shall have received the Extension Request by the time specified in Section 2.6(a) above;
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(ii)    no Default or Event of Default shall have occurred and be continuing either on the date that the Borrower delivers the Extension Request, or on the original Revolving Credit Termination Date immediately prior to or after giving effect to such extension, provided that, the Borrower shall deliver (A) a certificate from a Responsible Officer together with the Extension Request certifying that no Default or Event of Default shall have occurred and be continuing on the date the Borrower delivers such Extension Request and (B) on the original Revolving Credit Termination Date, a certificate from a Responsible Officer certifying that no Default or Event of Default shall have occurred and be continuing on the original Revolving Credit Termination Date; and

(iii)    the Borrower shall have paid to the Administrative Agent, for distribution to each Lender, a one-time fee in an amount equal to 0.0625% of the Revolving Credit Commitment of such Lender on such date (or, if the Revolving Credit Commitments have been terminated, the aggregate principal amount of the Revolving Credit Loans then outstanding).

2.7    Facility Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a facility fee (the “Facility Fee”) for the period from and including the Second Amendment Effective Date to the last day of the Revolving Credit Commitment Period, computed at the applicable Facility Fee Rate on the average daily amount of the Total Revolving Credit Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Credit Termination Date, commencing on the first of such dates to occur after the Second Amendment Effective Date. If there is any change in the Facility Fee Rate during any quarter, the actual daily amount of the Facility Fee shall be computed and multiplied by the Facility Fee Rate separately for each period during such quarter that such Facility Fee Rate was in effect.

(b)    The Borrower agrees to pay to each Co-Syndication Agent the fees in the amounts and on the dates previously agreed to in writing by the Borrower and such Co-Syndication Agent.

(c)    The Borrower agrees to pay to the Administrative Agent and the Sustainability Structuring Agent the fees in the amounts and on the dates from time to time agreed to in writing by the Borrower, the Administrative Agent and the Sustainability Structuring Agent.

2.8    Termination or Reduction of Revolving Credit Commitments. The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Credit Commitments or, from time to time, to reduce the aggregate amount of the Revolving Credit Commitments; provided that no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Maximum Revolving Facility Availability. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitments then in effect.

2.9    Optional Prepayments. The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as required pursuant to Section 2.18), upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M. (local time in New York City) three Business Days prior thereto in the case of Term SOFR Loans and no later than 11:00 A.M. (local time in New York City) one Business Day prior thereto in the case of Base Rate Loans, which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans and whether such prepayment is of Term SOFR Loans or Base Rate Loans; provided, that if a Term SOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.18; provided, further, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the
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Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof.

2.10    Mandatory Prepayments. If at any date the Total Revolving Extensions of Credit exceed the Maximum Revolving Facility Availability calculated as of such date, the Borrower shall prepay the Revolving Credit Loans and the outstanding Letters of Credit shall be Cash Collateralized within three Business Days of such date in an aggregate amount equal to or greater than such excess so that the Total Revolving Extensions of Credit no longer exceed the Maximum Revolving Facility Availability as of such date. Amounts to be applied in connection with prepayments made pursuant to this Section shall be applied, first, to the prepayment of the Revolving Credit Loans (without a corresponding reduction of the Revolving Credit Commitments) and, second, to Cash Collateralize the outstanding Letters of Credit.

2.11    Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Term SOFR Loans to Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such conversion of Term SOFR Loans may be made only on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans to Term SOFR Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election (which notice shall specify the length of the initial Interest Period therefor); provided that, no Base Rate Loan under a particular Facility may be converted into a Term SOFR Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Facility Lenders in respect of such Facility have, determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b)    The Borrower may elect to continue any Term SOFR Loan as such upon the expiration of the then current Interest Period with respect thereto by giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loan, provided that no Term SOFR Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Facility Lenders in respect of such Facility have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility and, provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted or continued and have an Interest Period of the same duration as such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.12    Minimum Amounts and Maximum Number of Term SOFR Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions, continuations and optional prepayments of and Term SOFR Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Term SOFR Loans comprising each Term SOFR Tranche, in each case, shall be equal to $1,000,000 or a whole multiple in excess thereof and (b) no more than ten Term SOFR Tranches shall be outstanding at any one time.

2.13    Interest Rates and Payment Dates. (a) Each Term SOFR Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Adjusted Term SOFR determined for such day plus the Applicable Margin in effect for such day.

(b)    Each Base Rate Loan shall bear interest for each day on which it is outstanding at a rate per annum equal to the Base Rate in effect for such day plus the Applicable Margin in effect for such day.

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(c)    Notwithstanding the foregoing, if any principal of or interest on any Loan, any Reimbursement Obligation or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest at a rate per annum that is equal to (i) in the case of the Loans, at the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2%, (ii) in the case of Reimbursement Obligations, at a rate per annum equal to the rate then applicable to Base Rate Loans under the Revolving Credit Facility plus 2% and (iii) in the case of any interest payable on any Loan or any other amount payable hereunder at a rate per annum equal to the rate then applicable to Base Rate Loans under the relevant Facility plus 2%, in each case, with respect to clauses (i), (ii) and (iii) above, from the date of such non-payment until such amount is paid in full (after as well as before judgment).

(d)    Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.

2.14    Computation of Interest and Fees; Retroactive Adjustments of Applicable Margin. (a) Interest, fees and commissions payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans on which interest is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Term SOFR. Any change in the interest rate on a Loan resulting from a change in the Base Rate shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.

(b)    Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.13(a) or (b).

2.15    Inability to Determine Interest Rate. (a) If prior to the first day of any Interest Period:

(i)    the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Term SOFR Reference Rate for such Interest Period, or

(ii)    the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Term SOFR Reference Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Term SOFR Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Term SOFR Loans shall be continued as Base Rate Loans and (z) any outstanding Term SOFR Loans under the relevant Facility shall be converted, on the last day of the then current Interest Period with respect thereto, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Term SOFR Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Term SOFR Loans.

2.16    Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of the Facility Fee or Letter of Credit
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fee, and any reduction of the Commitments of the Lenders under any Facility, shall be made pro rata according to the respective Term Loan Percentages or Revolving Credit Percentages, as the case may be, of the relevant Lenders. Each payment of interest in respect of the Loans and each payment in respect of fees payable hereunder shall be applied to the amounts of such obligations owing to the Lenders pro rata according to the respective amounts then due and owing to the Lenders.

(b)    Each payment (including each prepayment) by the Borrower on account of principal of the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans then held by the Revolving Credit Lenders. Each payment in respect of Reimbursement Obligations in respect of any Letter of Credit shall be made to the Issuing Lender that issued such Letter of Credit. Each payment (including each prepayment) by the Borrower on account of principal of any Series of Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans in such Series then held by the Term Loan Lenders.

(c)    The application of any payment of Loans under any Facility (including mandatory prepayments but excluding optional prepayments, which shall be applied as directed by the Borrower) shall be made, first, to Base Rate Loans under such Facility and, second, to Term SOFR Loans under such Facility. Each payment of the Loans (except in the case of Revolving Credit Loans that are Base Rate Loans) shall be accompanied by accrued interest to the date of such payment on the amount paid.

(d)    All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 2:00 pm, local time in New York City, on the due date thereof to the Administrative Agent, for the account of the relevant Lenders, at the Payment Office, in Dollars and in immediately available funds. Any payment made by the Borrower after 2:00 pm, local time in New York City, on any Business Day shall be deemed to have been on the next following Business Day. If any payment hereunder (other than payments on the Term SOFR Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Term SOFR Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(e)    Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing of Loans that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans, on demand, from the Borrower.

(f)    Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within
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three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

(g)    Upon receipt by the Administrative Agent of payments on behalf of Lenders, the Administrative Agent shall promptly distribute such payments to the Lender or Lenders entitled thereto, in like funds as received by the Administrative Agent. If and to the extent the Administrative Agent shall not make such payments to a Lender when due as set forth in the preceding sentence, then such unpaid amounts shall accrue interest, payable by the Administrative Agent, at the Federal Funds Rate from the due date until (but not including) the date on which the Administrative Agent makes such payments to such Lender. Notwithstanding the foregoing, if the Administrative Agent receives any payment (whether voluntarily or involuntarily, pursuant to events or proceedings of the nature referred to in Section 8.1(f), or otherwise) (the amount of such payment, the “Lender Payment Amount”) for the account of any Lender (whether in such Lender’s capacity as a Revolving Credit Lender or L/C Participant), and at the time of such receipt such Lender, in its capacity as L/C Participant, is in default in any of its obligations pursuant to Section 3.4(a) (the amount of such obligations in default, the “Defaulted Amount”), the Administrative Agent may withhold from the Lender Payment Amount an amount up to the Defaulted Amount, and apply the amount so withheld toward payment to the relevant Issuing Lender of the Defaulted Amount or, if applicable, toward reimbursement of any other Person that has previously reimbursed such Issuing Lender for the Defaulted Amount.

2.17    Requirements of Law. (a) If any Change in Law:

(i)    shall subject any Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

(ii)    shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Term SOFR hereunder; or

(iii)    shall impose on such Lender any other condition (other than Taxes);

and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Term SOFR Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable as reasonably determined by such Lender (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and substantially consistent with similarly situated customers of such Lender under agreements having provisions similar to this Section 2.17(a)). If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.
(b)    If any Lender shall have determined that any Change in Law regarding capital adequacy or liquidity requirements or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the Second Amendment Effective Date shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such Change in Law or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the
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Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction as reasonably determined by such Lender (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and substantially consistent with similarly situated customers of such Lender under agreements having provisions similar to this Section 2.17(b) after consideration of such factors as such Lender then reasonably determines to be relevant).

(c)    A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

2.18    Taxes. (a) All payments made by the Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, 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 shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)    In addition, the Borrower shall pay, or at the option of Administrative Agent reimburse it for the payment of, any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)    The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d)    Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the
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Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).

(e)    As soon as practicable after the payment of Taxes by the Borrower to a Governmental Authority pursuant to this section, the Borrower shall send to the Administrative Agent for the account of the relevant Agent or Lender, as the case may be, a the original or a certified copy of a receipt received by the Borrower showing payment thereof, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f)    Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, each Lender shall deliver documentation and information to the Borrower and the Administrative Agent, at the times and in form required by applicable law or reasonably requested by the Borrower or the Administrative Agent, sufficient to permit the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding and information reporting requirements. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such document (other than such documentation set forth in the immediately following clauses (i)(A), (i)(B), and (i)(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.

(i) Without limiting the generality of the foregoing,

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

(B) any Lender that is not a “United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (or, in the case of a Participant that would be a Non-U.S. Lender if it were a Lender (each, a “Non-U.S. Participant”), to the Lender from which the related participation shall have been purchased) in such number of copies as shall be requested by the recipient on or about the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Non-U.S. 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 IRS Form 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 IRS Form 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 Non-U.S. 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 G-1 to the effect that such Non-U.S. Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent
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shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as 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 IRS Form W 8BEN-E; or

(4) to the extent a Non-U.S. Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner;

(C) any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative 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 Administrative 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 Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, 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 that it shall update previously delivered forms promptly upon such form becoming inaccurate or upon the expiration, obsolescence or invalidity of any form previously delivered by such Lender. Each Lender shall promptly notify the Borrower in writing at any time it determines that it is no longer in a position to provide any previously delivered form or certificate to the Borrower that has become expired, obsolescent or inaccurate (or any other form of certification adopted by the U.S. taxing authorities for such purpose).

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

(h)    Each party’s obligation under this Section 2.18 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

2.19    Indemnity. The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Term SOFR Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment or conversion of Term SOFR Loans on a day that is not the last day of an Interest Period with respect thereto. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.20    Illegality. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Term SOFR Loans as contemplated by this Agreement, (a) the commitment of such Lender hereunder to make Term SOFR Loans, continue Term SOFR Loans as such and convert Base Rate Loans to Term SOFR Loans shall forthwith be canceled and (b) such Lender’s Loans then outstanding as Term SOFR Loans, if any, shall be converted automatically to Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Term SOFR Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.18.

2.21    Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.17, 2.18(a) or 2.20 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations of any Borrower or the rights of any Lender pursuant to Section 2.17, 2.18(a) or 2.20.

2.22    Replacement of Lenders under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender that (i) requests reimbursement for amounts owing pursuant to Section 2.17 or 2.17(c) or gives a notice of illegality pursuant to Section 2.20, (ii) is a Defaulting Lender or (iii) is a Non-Consenting Lender (as defined below) with a replacement financial institution; provided that (A) such replacement does not conflict with any Requirement of Law, (B) no Event of Default under Section 8.1(a) or 8.1(f) shall have occurred and be continuing at the time of such replacement, (C) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.17 or 2.17(c) or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (D) [reserved], (E) the Borrower shall be liable to such replaced Lender under Section 2.18 (as though Section 2.18 were applicable) if any Term SOFR Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (F) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (G) the replaced Lender shall be
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obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (H) the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.17 or 2.17(c), as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (I) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

(b)    In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment requires the agreement of all Lenders or all affected Lenders in accordance with the terms of Section 10.1 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender”.

(c)    Each party hereto agrees that (i) an assignment required pursuant to this Section 2.22 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee, and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.

2.23    Incremental Borrowings. (a) At any time after the Second Amendment Effective Date, so long as no Default or Event of Default has occurred and is continuing, the Borrower may either (i) by delivery of notice to the Administrative Agent, request the establishment of one or more new term loan commitments which may be in the form of a new series of Incremental Loans or an increase in the amount of the Initial Term Loans or any then outstanding Series of Incremental Loans (such new term loan commitments or increase, the “Incremental Loan Commitments”) or (ii) by delivery of a Revolving Commitment Increase Notice to the Administrative Agent, which notice shall promptly be copied by the Administrative Agent to each Lender, request an increase in the Total Revolving Credit Commitments pursuant to a Revolving Commitment Increase Notice. The Borrower may request any such increases in an aggregate amount, together with the aggregate amount of the Revolving Offered Increase Amounts or any Incremental Loans made since the Second Amendment Effective Date, not exceeding $600,000,000, provided that, any such Revolving Offered Increase Amounts or any Incremental Loans shall be in a minimum amount of not less than $10,000,000.

(b)    Revolving Credit Increase Amounts.

(i)    The Borrower shall (A) first, offer each of the Revolving Credit Lenders the opportunity to provide a pro rata portion of any Revolving Offered Increase Amount pursuant to Section 2.23(b)(iii) below, (B) second, offer each of the Revolving Credit Lenders the opportunity to provide all or a portion of any Revolving Offered Increase Amount not otherwise accepted by the other Revolving Credit Lenders (pursuant to clause (A) above) pursuant to Section 2.23(b)(iii) below and (C) third, with the consent of each Issuing Lender and the Administrative Agent (which consent shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to provide all or a portion of such Revolving Offered Increase Amount not accepted by the Revolving Credit Lenders pursuant to Section 2.23(b)(ii) below. Each Revolving Commitment Increase Notice shall specify which banks, financial institutions or other entities the Borrower desires to provide such Revolving Offered Increase Amount not accepted by the Revolving Credit Lenders. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify the Revolving Credit Lenders, and, if the Revolving Credit Lenders do not accept the entire Revolving Offered Increase Amount, such banks, financial institutions or other entities shall be offered the opportunity to provide the portion of the Revolving Offered Increase Amount not accepted by the Revolving Credit Lenders.

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(ii)    Any additional bank, financial institution or other entity that the Borrower selects to offer participation in any increased Total Revolving Credit Commitments and that elects to become a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to this Section 2.23(b)(ii) shall execute a New Lender Supplement substantially in the form of Exhibit I, with the Borrower, each Issuing Lender and the Administrative Agent, whereupon such bank, financial institution or other entity (herein called a “New Revolving Credit Lender”) shall become a Revolving Credit Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, provided that, the Revolving Credit Commitment of any such New Revolving Credit Lender shall be in an amount not less than $5,000,000.

(iii)    Any Revolving Credit Lender that accepts an offer to it by the Borrower to increase its Revolving Credit Commitment pursuant to this Section 2.23(b)(iii) shall, in each case, execute a Commitment Increase Supplement substantially in the form of Exhibit J (each, a “Commitment Increase Supplement”), with the Borrower, each Issuing Lender and the Administrative Agent, whereupon such Revolving Credit Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased.

(iv)    On any Revolving Credit Increase Effective Date, (A) each bank, financial institution or other entity that is a New Revolving Credit Lender pursuant Section 2.23(b)(ii) or any Revolving Credit Lender that has increased its Revolving Credit Commitment pursuant to Section 2.23(b)(iii) shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other relevant Revolving Credit Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Revolving Credit Lenders, each Revolving Credit Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Percentage of such Revolving Credit Loans and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans of all the Revolving Credit Lenders to equal its Revolving Credit Percentage of such outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.2). The deemed payments made pursuant to clause (B) of the immediately preceding sentence in respect of each Term SOFR Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.18(g) if the deemed payment occurs other than on the last day of the related Interest Periods.

(v)    The increase in the Revolving Credit Commitments provided pursuant to this Section 2.23 shall be effective on the date (the “Revolving Credit Increase Effective Date”) the Administrative Agent receives satisfactory legal opinions (which shall include, for the avoidance of doubt, an opinion that such increase in Revolving Credit Commitments does not contravene this Agreement as of the date of such increase), board resolutions and other closing documents deemed reasonably necessary by the Administrative Agent in connection with such increase; provided that, immediately prior to and after giving effect to such increase, (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the Parent REIT and the Borrower is in pro forma compliance with Section 7.1, such determination of pro forma compliance to be based on the then outstanding principal amount of Loans, (C) after giving effect to the such increase in the Revolving Credit Commitments, the aggregate amount of Revolving Credit Loans and Letters of Credit then outstanding does not exceed the Maximum Revolving Facility Availability and (D) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, provided that, (x) to the extent that any such representation or warranty relates to a specific earlier
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date, they shall be true and correct in all material respects as of such earlier date and (y) to the extent that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates. For the avoidance of doubt, no increase in the Revolving Credit Commitments pursuant to this Section 2.23 shall require, as a condition to its effectiveness, the signature of, or any consent or approval from, any Lender that is not obligated to increase its Revolving Credit Commitments pursuant to a Commitment Increase Supplement.
(c)    Incremental Loans.

(i)    Incremental Loan Commitments shall become Commitments under this Agreement pursuant to an amendment to this Agreement (each, an “Incremental Loan Amendment”) executed by the Borrower, each Lender or other Person to whom any portion of such Incremental Loan Commitments has been allocated (each, an “Incremental Lender”) and such amendments to the other Loan Documents (executed by the relevant Loan Party and the Administrative Agent only) as the Borrower and the Administrative Agent shall reasonably deem appropriate to effect such purpose. For the avoidance of doubt, no amendment executed for the purpose of making Incremental Loan Commitments under this Agreement shall require, as a condition to its effectiveness, the signature of any Lender that is not obligated to make an Incremental Loan under such amendment. The Incremental Loan Amendment shall be effective on the date the Administrative Agent receives satisfactory legal opinions (which shall include, for the avoidance of doubt, an opinion that such Incremental Loans Commitments do not contravene this Agreement as of the date of such increase), board resolutions and other closing documents deemed reasonably necessary by the Administrative Agent in connection with such increase; provided that, immediately prior to and after giving effect to such Incremental Loans, (A) no Default or Event of Default shall have occurred and be continuing, (B) each of the Parent REIT and the Borrower is in pro forma compliance with Section 7.1, such determination of pro forma compliance to be based on the then outstanding principal amount of Loans, and (C) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, provided that, (x) to the extent that any such representation or warranty relates to a specific earlier date, they shall be true and correct in all material respects as of such earlier date, and (y) to the extent that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

(ii)    Each Incremental Loan Commitment shall designate the applicable Incremental Loans either as a separate series, an increase to the Initial Term Loans or an increase to any prior series of Incremental Loans (in each case, a “Series”; for purposes of this Section 2.23, the Initial Term Loans and any increase thereof shall be deemed to be a Series) for all purposes of this Agreement. Except for purposes of this Section 2.23, any Incremental Loans that are designated as an increase to the Initial Term Loans shall be deemed to be, effective as of the date (each, an “Incremental Loan Effective Date”) on which the Borrower proposes such Incremental Loan Commitments shall be effective, and after the making of such Incremental Loans, Initial Term Loans for all purposes of this Agreement. For the avoidance of doubt all Incremental Loans shall be incurred under this Agreement.

(iii)    On any Incremental Loan Effective Date on which any Incremental Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions (including, but not limited to, delivery of a Borrowing Notice), (i) each Incremental Lender of any Series shall make a Loan to the Borrower (an “Incremental Loan”) in an amount equal to its Incremental Loan Commitment of such Series and (ii) each Incremental Lender of any Series shall become a Lender hereunder with respect to the Incremental Loan Commitment of such Series and the Incremental Loans of such Series made pursuant thereto.
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(iv)    The Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Incremental Loan Effective Date and in respect thereof the Series of Incremental Loan Commitments and the Incremental Lenders of such Series.

(v)    The Incremental Loans and Incremental Loan Commitments established pursuant to this Section 2.23 shall constitute Term Loans and Initial Term Loan Commitment under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit from the Guarantee Agreement equally and ratably with the other Obligations.

(vi)    The terms and provisions of the Incremental Loans and Incremental Loan Commitments of any Series shall be identical to the Initial Term Loans, provided that, (x) the applicable Incremental Loan Maturity Date of each Series shall be as set forth in the applicable Incremental Loan Amendment for such Series which date shall not be earlier than the Term Loan Maturity Date of the Initial Term Loans, (y) the terms and conditions applicable to any Series of Incremental Loans maturing after the Term Loan Maturity Date of the Initial Term Loans may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the such Term Loan Maturity Date and (z) the Incremental Loans may be priced differently than the Revolving Credit Loans and the Initial Term Loans.

2.24    Defaulting Lender.

(a)    Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

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

(ii)    Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Lender hereunder; third, to Cash Collateralize the Issuing Lenders’ Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or
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the related Letters of Credit were issued at a time when the conditions set forth in Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the Revolving Credit Commitments without giving effect to Section 2.24(a)(iv). 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 Section 2.24(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)    Certain Fees. (A) No Defaulting Lender shall be entitled to receive any Facility Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B)    Each Defaulting Lender shall be entitled to receive fees pursuant to Section 3.3(a) with respect to Letters of Credit for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Revolving Credit Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral.

(c)    With respect to any fee on account of Letters of Credit not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Lender the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv)    Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Credit Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 5.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Extensions of Credit of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 10.17 hereof, 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.

(v)    Cash Collateral. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the Issuing Lenders’ Fronting Exposure.
(b)    Defaulting Lender Cure. If the Borrower, the Administrative Agent and, in the case that a Defaulting Lender is a Revolving Credit Lender, each Issuing Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with the Revolving Credit Commitments (without giving effect to Section 2.24(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting
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Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c)    New Letters of Credit. So long as any Revolving Credit Lender is a Defaulting Lender, no Issuing Lender shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

(d)    Hedge Banks. So long as any Lender is a Defaulting Lender, such Lender shall not be a Hedge Bank with respect to any Specified Hedge Agreement entered into while such Lender was a Defaulting Lender.

(e)    Purchase of Defaulting Lender’s Commitment/Loans. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 10.6(c). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 10.6(c). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding Section 10.6(c), shall pay to the Administrative Agent an assignment fee in the amount of $7,500. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenders.

2.25    ESG Adjustments. (a)After the Second Amendment Effective Date, the Borrower, in consultation with the Sustainability Structuring Agent, shall be entitled, but shall not be required, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Structuring Agent and the Borrower may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring Agent. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the Applicable Margin applicable to the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) will be made (but no adjustments shall be permitted to the Facility Fee); provided that such adjustments shall be made in two steps based on two appropriate KPIs and that the amount of all such adjustments shall not exceed a decrease of 0.02% per annum. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Structuring Agent (each acting reasonably). Following the effectiveness of any ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin or the Facility Fee to a level not otherwise permitted by this Section 2.25.

(b)    The Sustainability Structuring Agent will assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with any ESG Amendment.
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(c)    This Section 2.25 shall supersede any provisions in Section 10.1 to the contrary.

2.26    Effect of Benchmark Transition Event.

(a)    Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment (the “Benchmark Replacement Amendment”) to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement Amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.26 will occur prior to the applicable Benchmark Transition Start Date.

(b)    Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes pursuant to the Benchmark Replacement Amendment and otherwise from time to time with the Borrower’s consent and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement 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 Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.26, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.26.

(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), (A) if any then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (2) the regulatory supervisor for the administrator of such 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 Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative 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 borrowing of, conversion to or continuation of a Term SOFR Loan to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-
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current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

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

SECTION 3    LETTERS OF CREDIT

3.1    L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the Borrower or its Subsidiaries on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided, that (x) no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s L/C Commitment, (ii) the L/C Obligations would exceed the L/C Sublimit, (iii) the Total Revolving Extensions of Credit would exceed the Maximum Revolving Facility Availability at such time or (iv) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender, together with the aggregate principal amount of its other outstanding Revolving Credit Loans hereunder, would exceed such Issuing Lender’s Revolving Credit Commitment then in effect and (y) the Borrower shall alternate the selection of the applicable Issuing Lender based on the number and size of the Letters of Credit requested by the Borrower in order for each Issuing Lender to be selected for the issuance of Letters of Credit on an equivalent basis. Each Letter of Credit shall (A) be denominated in Dollars and (B) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Revolving Credit Termination Date; provided that (i) if the Borrower requests that any Letter of Credit have an expiration date after the Revolving Credit Termination Date, it is understood and agreed that such Letter of Credit shall only be issued, amended, renewed or extended, as applicable, if agreed to by the applicable Issuing Lender and the Administrative Agent in their sole discretion and (ii) to the extent that any Letter of Credit shall have an expiration date after the Revolving Credit Termination Date, subject in all cases to the immediately preceding clause (i), such Letter of Credit may expire on the date that is one year after the Revolving Credit Termination Date if the Borrower has provided Cash Collateral therefor in an amount equal to 105% of the face amount of such Letter of Credit no later than the Revolving Credit Termination Date; provided, further that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above unless the conditions set forth in the immediately preceding proviso are met).

(b)    Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Lender shall at any time be obligated to issue, amend, extend, renew or increase any Letter of Credit hereunder if such issuance, amendment, extension or increase would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or one or more of the applicable Issuing Lender’s policies (now or hereafter in effect) applicable to letters of credit.

(c)    For the avoidance of doubt, any Letters of Credit issued by any Issuing Lender shall be limited to standby letters of credit.

3.2    Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered
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to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower. Each Issuing Lender shall promptly give notice to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

3.3    Fees and Other Charges. (a) The Borrower will pay a fee on the aggregate drawable amount of all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Term SOFR Loans under the Revolving Credit Facility, shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the relevant Issuing Lender for its own account a fronting fee on the aggregate drawable amount of all outstanding Letters of Credit issued by it of 0.125% per annum, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date.

(b)    In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

3.4    L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such drawing, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(b)    If any amount (a “Participation Amount”) required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such Participation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that
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elapse during such period and the denominator of which is 360. If any Participation Amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility. A certificate of the Administrative Agent submitted on behalf of an Issuing Lender to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.

(c)    Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent any L/C Participant’s pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the portion thereof previously distributed by such Issuing Lender.

3.5    Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender, on or before the Business Day following the date on which such Issuing Lender notifies the Borrower of the date and amount of a drawing presented under any Letter of Credit and paid by such Issuing Lender, for the amount of (a) such drawing so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 8.1(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

3.6    Obligations Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each Issuing Lender that such Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing Lender. The Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance
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with the standards of care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender to the Borrower.

3.7    Letter of Credit Payments. If compliant documents shall be presented for payment under any Letter of Credit, the relevant Issuing Lender shall within the period stipulated by the terms and conditions of such Letter of Credit examine such compliant documents. After such examination, the relevant Issuing Lender shall promptly notify the Borrower and the Administrative Agent in writing of such demand for payment and if such Issuing Lender has made or will make payment thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Lender with respect to any such payment. The responsibility of the relevant Issuing Lender to the Borrower in connection with compliant documents presented for payment under any Letter of Credit, in addition to any payment obligation expressly provided for in such Letter of Credit issued by such Issuing Lender, shall be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment appear on their face to be in substantial conformity with the requirements of such Letter of Credit.

3.8    Applications. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 3, the provisions of this Section 3 shall apply.

3.9    Resignation of an Issuing Lender. Any Issuing Lender may resign upon 30 days’ notice to the Administrative Agent, the Lenders and the Borrower. In the event of any such resignation, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Lender hereunder by written agreement among the Borrower, the Administrative Agent, such successor Issuing Lender and the resigning Issuing Lender (provided that the resigning Issuing Lender shall not be required to execute or deliver any written agreement if the resigning Issuing Lender has no Letters of Credit or Reimbursement Obligations outstanding); provided that, the failure by the Borrower to appoint a successor shall not affect the resignation of such Issuing Lender. On the date of effectiveness of such resignation, the Borrower shall pay all accrued and unpaid fees to the resigning Issuing Lender pursuant to Section 3.3. Any Issuing Lender resigning hereunder, (i) shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Lender set forth in this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, including the right to require the Lenders to make Loans pursuant to Section 3.5 or to purchase participations in outstanding Letters of Credit pursuant to Section 3.4, but, after receipt by the Administrative Agent, the Lenders and the Borrower of notice of resignation from such Issuing Lender, such Issuing Lender shall not be required, and shall be discharged from its obligations, to issue additional Letters of Credit or extend or increase the amount of Letters of Credit then outstanding, without affecting its rights and obligations with respect to Letters of Credit previously issued by it and (ii) the provisions of Sections 2.17, 2.17(c) and 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Issuing Lender under this Agreement. Upon the appointment of a successor Issuing Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the resigning Issuing Lender and (b) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to such resigning Issuing Lender. In the event that the Borrower does not appoint a successor Issuing Lender to replace a resigning Issuing Lender, on the effective date of such resigning Issuing Lender’s resignation, (x) such Issuing Lender’s L/C Commitment shall automatically terminate and (y) the L/C Sublimit shall automatically be reduced by an amount equal to such Issuing Lender’s L/C Commitment until the Borrower appoints a successor Issuing Lender, if any, in accordance with this Section 3.9, provided that, the aggregate L/C Commitments of all Issuing Lenders shall not exceed the L/C Sublimit. The Administrative Agent shall notify the Revolving Credit Lenders of any such resignation or replacement of an Issuing Lender.

SECTION 4    REPRESENTATIONS AND WARRANTIES

To induce the Agents and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, the Parent REIT and the Borrower hereby jointly and severally represent and warrant to each Agent and each Lender that:

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4.1    Financial Condition (a) The unaudited pro forma consolidated balance sheet of the Parent REIT and its consolidated Subsidiaries as at December 31, 2020, (including the notes thereto) as prepared and filed in connection with the Parent REIT Follow-On Offering (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Parent REIT Follow-On Offering, any Loans to be made on the Restatement Effective Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Parent REIT as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of the Parent REIT and its consolidated Subsidiaries as at December 31, 2018, assuming that the events specified in the preceding sentence had actually occurred at such date.

(b)    The audited consolidated balance sheets of (i) the Parent REIT and its consolidated Subsidiaries as at December 31, 2018 and (ii) Essential Properties Realty Trust, LLC (as predecessor in interest to the Borrower, the “Pre-Conversion Borrower”) as at December 31, 2017 and, in each case, the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Parent REIT and its consolidated Subsidiaries and the Pre-Conversion Borrower and its consolidated Subsidiaries, as applicable, as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended.

(c)    All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein).

4.2    No Change. Since December 31, 2020 there has been no event or circumstances that either individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect.

4.3    Corporate Existence; Compliance with Law. Each of the Group Members (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate power and authority, and the legal right and all material governmental licenses, authorizations, consents and approvals necessary to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (iv) is in compliance with all Requirements of Law, except in the case of clauses (iii) and (iv) to the extent that the failure to so qualify or comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.4    Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or other power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of
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creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

4.5    No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof (a) will not violate any material Requirement of Law or any material Contractual Obligation of any Group Member and (b) will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (except, in the case of Liens on properties or assets that are not Eligible Unencumbered Assets, any such Lien that could not reasonably be expected to have a Material Adverse Effect). No Requirement of Law or Contractual Obligation applicable to any Group Member could reasonably be expected to have a Material Adverse Effect.

4.6    No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Parent REIT or the Borrower, threatened by or against any Group Member or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, (b) with respect to the ability of the Group Members, taken as a whole, to perform their obligations hereunder, or (c) that could reasonably be expected to have a Material Adverse Effect.

4.7    No Default. None of the Group Members is in default under or with respect to any of its Contractual Obligations in any respect that could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

4.8    Ownership of Property; Liens. (a) Each of the Group Members has good record and marketable title, and with respect to the Eligible Unencumbered Assets, title in fee simple to, or a valid leasehold interest in, all its Real Property, and good title to, or a valid leasehold interest in, all its other Property, and none of such Property is subject to any Lien except as permitted by Section 7.3 or (in the case of any Property other than an Eligible Unencumbered Asset) as could otherwise be expected to have a Material Adverse Effect. Such Liens in the aggregate do not materially and adversely affect the value, operation or use of the applicable Real Property (as currently used) or the Borrower’s ability to repay the Loans.

(b)    No Loan Party has received written notice of the assertion of any material valid claim by anyone adverse to any such Loan Party’s ownership or leasehold rights in and to any Eligible Unencumbered Asset (except as disclosed in writing and approved by the Required Lenders).

4.9    Intellectual Property. Each of the Group Members owns, or is licensed to use, all material Intellectual Property necessary for the conduct of its business as currently conducted. No material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does the Parent REIT or the Borrower know of any valid basis for any such claim. The use of Intellectual Property by the Group Members does not infringe on the rights of any Person in any material respect.

4.10    Taxes. Each of the Group Members has filed or caused to be filed all Federal, state and other tax returns that are required to be filed and has paid all federal, state and other taxes shown to be due and payable on said returns or on any assessments made against it or any of its Property, income, profits and assets and all other taxes, fees or other charges imposed on it or any of its Property, income, profits and assets by any Governmental Authority except (a) any taxes that are being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP are being maintained on the books of the applicable Group Member; or (b) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

4.11    Federal Regulations. (a) No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent
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and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1 referred to in Regulation U.

(b)    The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U), or extending credit for the purpose of purchasing of carrying margin stock.

4.12    Labor Matters. There are no strikes or other labor disputes against any Group Member or involving the operations of the Eligible Unencumbered Assets pending or, to the knowledge of the Parent REIT or the Borrower, threatened that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. Hours worked by and payments made to employees of the Group Members have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. All payments due from the Group Members on account of employee health and welfare insurance, including payments in respect of employees, that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect if not paid have been paid or accrued as a liability on the books of the Group Members.

4.13    ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, neither a Reportable Event nor a failure to meet the minimum funding standards and benefit limitations of Section 412, 430 or 436 of the Code with respect to any Single Employer Plan (whether or not waived) has occurred during the period of ownership of any of the Eligible Unencumbered Assets by a Group Member or Affiliate, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred for which any liability remains outstanding, and no Lien with respect to the Borrower in favor of the PBGC or a Plan has arisen. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect on account of liability under ERISA. Except as could not be reasonably expected to have a Material Adverse Effect, no such Multiemployer Plan is, to the knowledge of Borrower or any Commonly Controlled Entity, Insolvent.

4.14    Investment Company Act; Other Regulations. No Loan Party is required to be registered as an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the Board) that limits its ability to incur Indebtedness.

4.15    Subsidiaries. (a) The Subsidiaries listed on Schedule 4.15 constitute all the Subsidiaries of the Parent REIT and the Borrower on the Second Amendment Effective Date. Schedule 4.15 sets forth as of the Second Amendment Effective Date, the name and jurisdiction of incorporation, formation or organization, as applicable, of each Subsidiary and, as to each Subsidiary, the percentage of each class of Capital Stock thereof owned by each Group Member.

(b)    As of the Second Amendment Effective Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of any Group Member, except as disclosed on Schedule 4.15.

4.16    Use of Proceeds. The proceeds of the Revolving Credit Loans and the Letters of Credit, shall be used for general corporate purposes, including to refinance existing Indebtedness, and funding acquisitions, redevelopment and expansion. The proceeds of any Incremental Loans in any Series shall be used for such purposes as agreed between the Borrower and the Lenders providing such Incremental Loan Commitments for such Series in the applicable Incremental Loan Amendment.

4.17    Environmental Matters. Other than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to result in the payment of a Material Environmental Amount:

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(a)    Each of the Group Members and all Real Property and facilities owned, leased, or otherwise operated by them: (i) is, and within the period of all applicable statutes of limitation has been to the knowledge of the Borrower, in compliance with all applicable Environmental Laws; (ii) holds or as applicable is covered by all Environmental Permits (each of which is in full force and effect) required by applicable Environmental Law for its current or intended operations; (iii) is, and within the period of all applicable statutes of limitation has been, to the knowledge of the Borrower, in compliance with all applicable Environmental Permits; and (iv) to the extent within the control of the Borrower and its Subsidiaries: each of such Environmental Permits will be timely renewed and complied with and additional Environmental Permits that are required by applicable Environmental Law will be timely obtained and complied with, without material expense; and compliance with any Environmental Law that is or is expected to become applicable to it will be timely attained and maintained, without material expense.

(b)    Materials of Environmental Concern are not present at, on, under, or in any Real Property or facilities now or, to the knowledge of the Borrower, formerly owned, leased or operated by any Group Member, or, to the knowledge of the Borrower, at any other location (including, without limitation, any location to which Materials of Environmental Concern have been sent for re-use or recycling or for treatment, storage, or disposal) which could reasonably be expected to (i) give rise to liability or obligations of any Group Member under any applicable Environmental Law, or (ii) interfere with the Borrower’s or any of its Subsidiaries’ continued operations, or (iii) impair the fair saleable value of any Real Property owned or leased by any Group Member.

(c)    There is no judicial, administrative, or arbitral proceeding (including any written notice of violation or alleged violation) under or relating to any Environmental Law to which any Group Member is, or to the knowledge of any Group Member will be, named as a party that is pending or, to the knowledge of any Group Member, threatened.

(d)    No Group Member has received any written notice of, or has any knowledge of, any Environmental Claim or any completed, pending, or to the knowledge of any Group Member, proposed or threatened investigation or inquiry, concerning the presence or release of any Materials of Environmental Concern at any Real Property or facilities owned, leased, or otherwise operated by it.

(e)    None of the Group Members has received any written request for information, or been notified that it is a potentially responsible party under or relating to the federal Comprehensive Environmental Response, Compensation, and Liability Act or any similar Environmental Law.

(f)    None of the Group Members, or as applicable any Real Property or facilities owned, leased, or otherwise operated by them, has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with or liability under any Environmental Law.

(g)    None of the Group Members has expressly assumed or retained, by contract, conduct or operation of law, any liabilities of any kind, fixed or contingent, known or unknown, under any Environmental Law or with respect to any Materials of Environmental Concern.

(h)    No Eligible Unencumbered Real Property Asset or any other Real Property owned by or leased to a Group Member is subject to any liens imposed pursuant to Environmental Law.

4.18    Accuracy of Information, etc. (a) No statement or information contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished to the Administrative Agent or the Lenders or any of them (other than any projections and information of a general industry nature), by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as of the date such statement,
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information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein, taken as a whole, not misleading in light of the circumstances under which such statements are made. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact, is subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

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

4.19    [Intentionally Omitted].

4.20    Solvency. The Loan Parties, taken as a whole, are, and after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection herewith and therewith will be, Solvent.

4.21    [Intentionally Omitted].

4.22    REIT Status; Borrower Tax Status. The Parent REIT has been, and is as of the Second Amendment Effective Date, organized and operated in a manner that has allowed it, and will allow it to continue, to qualify for REIT Status, and has maintained its election to be treated as a REIT, commencing with its taxable year ending December 31, 2018. The Borrower is not an association taxable as a corporation under the Code.

4.23    Insurance. The Group Members maintain, or cause their tenants to maintain, with financially sound and reputable insurance companies insurance on all their Properties in at least such amounts and against such risks (but including in any event public liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

4.24    [Intentionally Omitted].

4.25    Compliance with Anti-Terrorism, Embargo and Anti-Money Laundering Laws. (a) No Group Member or REIT Controlled Affiliate, nor, to the knowledge of any Group Member, their respective directors, officers, employees, or agents, has, directly or indirectly (i) engaged in business dealings with any party listed on U.S. or applicable non-U.S. restricted party lists, including the Specially Designated Nationals List or other similar lists maintained by OFAC, or in any related Executive Order issued by the President, (ii) conducted business dealings with a party, subject to sanctions administered by U.S. or applicable non-U.S. governmental agencies, including OFAC and the U.S. Department of State or (iii) derived income from business dealings with a party, subject to or a target of sanctions administered by U.S. or applicable non-U.S. governmental agencies, including OFAC and the U.S. Department of State.

(b)    No Group Member or REIT Controlled Affiliate has derived any of its assets in violation of the anti-money laundering or anti-terrorism laws or regulations of the United States or any applicable foreign jurisdiction, including but not limited to the USA PATRIOT Act, the Money Laundering Control Act, the Bank Secrecy Act and any related Executive Order issued by the President.

(c)    No Group Member or REIT Controlled Affiliate, nor, to the knowledge of any Group Member, their respective directors, officers, employees or agents, has failed to comply with
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applicable anti-bribery and anti-corruption laws and regulations (including FCPA), including failing to comply in any manner that may result in the forfeiture of any Eligible Unencumbered Asset or the proceeds of the Loans or a claim of forfeiture of any Eligible Unencumbered Asset or the proceeds of the Loans.

(d)    No Group Member or REIT Controlled Affiliate, nor to the knowledge of any Group Member, their respective directors, officers, employees, or agents, is a Person (1) subject to sanctions administered by the United States, including being listed on the Specially Designated Nationals List or other similar lists maintained by OFAC, or in any related Executive Order issued by the President, (2) located, organized or resident in a country or territory that is subject to sanctions administered by OFAC, or (3) controlled by any Person or Persons described in the foregoing clause (1) or clause (2).

(e)    No Group Member or REIT Controlled Affiliate, nor, to the knowledge of any Group Member, their respective directors, officers, employees, or agents, shall lend, contribute or otherwise make available the proceeds of the Loans or any Letter of Credit to any Person, to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of sanctions administered by the United States.

4.26    Acquisition of Eligible Unencumbered Assets. The Eligible Unencumbered Assets were originated or purchased, as applicable, by the Borrower or one of its Subsidiaries and the origination, acquisition and collection practices used by the Borrower and its Subsidiaries with respect to the Eligible Unencumbered Assets have been, in all material respects, conducted in compliance with all applicable Requirements of Law, and proper, prudent and customary in the mortgage loan and real estate investment origination business. The servicing of each of the Eligible Unencumbered Assets has been, in all material respects, conducted in compliance with all applicable Requirements of Law, and proper, prudent and customary in the mortgage loan and real estate investment business.

SECTION 5    CONDITIONS PRECEDENT

5.1    Conditions to Effectiveness. The effectiveness of this Agreement is subject to the satisfaction or waiver of the following conditions precedent:

(a)    Loan Documents. The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of the Parent REIT and the Borrower, (ii) the Guarantee Agreement, executed and delivered by a duly authorized officer of the Parent REIT and each Subsidiary Guarantor and (iii) an executed counterpart to this Agreement executed and delivered by each Lender.

(b)    Pro Forma Balance Sheet; Financial Statements. The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Parent REIT for the 2018 fiscal year, (iii) audited consolidated financial statements of the Pre-Conversion Borrower for the 2017 fiscal year, and (iii) unaudited interim consolidated financial statements of the Parent REIT (as applicable) and its consolidated Subsidiaries for each quarterly period ended subsequent to the date of the latest applicable financial statements delivered pursuant to clause (ii) of this paragraph as to which such financial statements are available; and such financial statements shall not, in the reasonable judgment of the Lenders, reflect any material adverse change in the consolidated financial condition of the Borrower and its consolidated Subsidiaries, as reflected in the financial statements or projections delivered to the Agents and the Lenders prior to the Restatement Effective Date.

(c)    Fees. The Lenders, the Arrangers and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including reasonable fees, disbursements and other charges of counsel to the Agents), at least two days prior to the Restatement Effective Date.

(d)    Solvency Analysis. The Lenders shall have received a reasonably satisfactory solvency analysis certified by the chief executive officer of the Borrower’s general partner, on behalf of the Borrower, which shall document the solvency of the Borrower and its Subsidiaries considered as a whole
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after giving effect to the transactions contemplated hereby (including the Parent REIT Follow-On Offering, the Facilities and the use of the proceeds thereof).

(e)    [Reserved].

(f)    Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Restatement Effective Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

(g)    Legal Opinions. The Administrative Agent shall have received the executed legal opinions of counsel to the Group Members, in form and substance reasonably acceptable to the Administrative Agent. Such legal opinions shall cover such matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require and shall be addressed to the Administrative Agent and the Lenders.

(h)    USA PATRIOT Act. The Lenders shall have received, at least three days prior to the Restatement Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, to the extent requested at least five days prior to the Restatement Effective Date.

(i)    No Litigation. There shall exist no action, suit, investigation or proceeding, pending or threatened, in any court or before any arbitrator or governmental authority that purports to affect the Loan Parties in a materially adverse manner or any transaction contemplated hereby, or that would reasonably be expected to have a Material Adverse Effect or a material adverse effect on any transaction contemplated hereby or on the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents.

(j)    No Material Adverse Effect. No event or condition shall have occurred since the date of the Group Members’ most recent audited financial statements delivered to the Administrative Agent which has or would reasonably be expected to have a Material Adverse Effect.

(k)    Borrowing Base Certificate. The Administrative Agent and the Lenders shall have received a Borrowing Base Certificate dated as of the Restatement Effective Date.

(l)    Compliance Certificate. The Administrative Agent shall have received a Compliance Certificate dated as of the date of the Restatement Effective Date demonstrating pro-forma compliance with each of the covenants set forth in Section 7.1 as of the most recent calendar quarter of the Borrower for which the Borrower has provided financial statements.

(m)    Corporate Documents. The Administrative Agent shall have received:

(i)    For the Borrower and each Guarantor a copy, certified as of a recent date by the appropriate officer of each State in which such Person is organized 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 or any Guarantor (or if previously delivered to the Administrative Agent, solely a certification of such partnership agreement, corporate charter or operating agreement and/or other organizational agreements of the Borrower or any Guarantor as being true and complete and there have been no changes to such documents since they were last delivered) and its qualification to do business or good standing, as applicable, as in effect on such date of certification;

(ii)    copies of resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, the borrowings hereunder; and

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(iii)    an incumbency certificate, dated as of the Restatement Effective Date, certified by a duly authorized officer of each Loan Party and giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the name of and on behalf of such Person, each of the Loan Documents to which such Person is or is to become a party.

(n)    Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Restatement Effective Date as if made on and as of such date, provided that, (x) to the extent that any such representation or warranty relates to a specific earlier date, they shall be true and correct in all material respects as of such earlier date, and (y) to the extent that any such representation and warranty is qualified as to “materiality”, “Material Adverse Effect” or similar language, such representation or warranty shall be true and correct in all respects on such respective dates.

(o)    No Default. No Default or Event of Default shall have occurred and be continuing on the Restatement Effective Date or after giving effect to the transactions to occur on such date.

(p)    Follow-On Offering. (i) The follow-on offering of the common Capital Stock of the Parent REIT (collectively, the “Parent REIT Follow-On Offering”) and (ii) the receipt by the Borrower of gross cash proceeds of at least $150,000,000 from the Parent REIT Follow-On Offering shall each have occurred.

(q)    Beneficial Ownership Regulation. At least five days prior to the Restatement Effective Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, shall deliver a Beneficial Ownership Certification in relation to such Borrower.

(r)    [Reserved].

(s)    Other. The Administrative Agent shall have received such other documents, instruments, certificates, assurances, consents and approvals as the Administrative Agent shall have reasonably requested.

5.2    Conditions to Each Extension of Credit. The agreement of each Lender to make any extension of credit requested to be made by it hereunder on any date (including, without limitation, its initial extension of credit) is subject to the satisfaction or waiver of the following conditions precedent:

(a)    Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, provided that, (x) to the extent that any such representation or warranty relates to a specific earlier date, they shall be true and correct as of such earlier date and (y) to the extent that any such representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

(b)    No Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date, including pro forma compliance with each of the financial covenants set forth in Section 7.1(a) and (e) (for the avoidance of doubt the Borrower shall not be required to deliver a Compliance Certificate containing calculations necessary for determining such pro forma compliance).

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 5.2 have been satisfied.

SECTION 6    AFFIRMATIVE COVENANTS

The Parent REIT and the Borrower hereby jointly and severally agree that, so long as the Revolving Credit Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or
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other amount is owing to any Lender or any Agent hereunder, each of the Parent REIT and the Borrower shall and shall cause each of its Subsidiaries to:

6.1    Financial Statements. Furnish to the Administrative Agent:

(a)    as soon as available, but in any event within 95 days after the end of each fiscal year of the Parent REIT (or such later date as permitted by the SEC), commencing with the fiscal year ending December 31, 2019, a copy of the audited consolidated balance sheet of the Parent REIT and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of such year and for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit (other than customary exceptions for current obligations and successor auditing firms), by Ernst & Young LLP, Grant Thornton LLP or other independent certified public accountants of nationally recognized standing; and

(b)    as soon as available, but in any event not later than 50 days after the end of each of the first three quarterly periods of each fiscal year of the Parent REIT (or such later date as permitted by the SEC), commencing with the fiscal quarter ending March 31, 2019, the unaudited consolidated balance sheet of the Parent REIT and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of such quarter and for the corresponding period in the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments);

all such financial statements to be complete and correct in all material respects and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).

6.2    Certificates; Other Information. Furnish to the Administrative Agent.

(a)    [reserved];

(b)    concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that no Default or Event of Default shall have occurred and be continuing as of the date of such certificate except as specified in such certificate and (ii) a Compliance Certificate containing (A) all information and calculations necessary for determining compliance by the Group Members with the covenants set forth in Section 7.1 as of the last day of the fiscal quarter or fiscal year of the Parent REIT, as the case may be, accompanied by reasonable detail, (B) reasonably detailed reports on newly acquired Eligible Unencumbered Real Property Assets and (C) a reasonably detailed report on any sale of (I) any Eligible Unencumbered Real Property Asset or (II) other Real Property Asset for consideration in excess of $15,000,000;

(c)    as soon as available, and in any event no later than 95 days after the end of each fiscal year of the Parent REIT (commencing with the year ending December 31, 2021), projected consolidated balance sheets of the Parent REIT and its consolidated Subsidiaries and related operating and cash flow statements for each quarter of the next succeeding fiscal year of the Parent REIT, all presented in a manner consistent with the Parent REIT’s public reporting and accompanied by a summary of the assumptions used in the preparation of the aforementioned statements, and the calculations that establish whether or not the Parent REIT and the Borrower will be in compliance with the covenants contained in Section 7.1. at the end of each fiscal quarter of such next succeeding fiscal year;

(d)    [reserved];

(e)    within 60 days after the end of each fiscal quarter of the Borrower, a narrative discussion and analysis of the financial condition and results of operations of the Parent REIT and its Subsidiaries that is usual and customary in scope and detail for quarterly reporting for such fiscal quarter
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and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year; provided that such discussion and analysis may be included as part of the Borrower’s financial statements delivered pursuant to Section 6.1(a) or 6.1(b) and in such case, delivery of such financial statements shall satisfy this Section 6.2(e);

(f)    (i) within five Business Days after the dates of the respective deliveries set forth in Sections 6.1(a) or 6.1(b), copies, including copies sent electronically, of all non-public financial statements and reports that the Parent REIT or the Borrower sends to the holders of any class of its debt securities or public equity securities to the extent such financial statements and reports (or the contents thereof) would reasonably be expected to have a Material Adverse Effect; and (ii) within five Business Days after the receipt thereof, copies of all non-public correspondence received from the SEC concerning any material investigation or inquiry regarding financial or other operational results of any Group Member that would reasonably be expected to result in a Material Adverse Effect; and

(g)    promptly, (i) such additional financial and other information as the Administrative Agent may from time to time reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act or other applicable anti-money laundering laws.

6.3    Payment of Obligations. (a) Pay, discharge or otherwise satisfy as the same shall become due and payable (a) all taxes, assessments and governmental charges or levies imposed upon it or upon its income, profits, assets or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien (other than a Permitted Lien) on any properties of such Person, provided that, in each case, nothing in this Section 7.6 shall require the payment or discharge of any such tax, assessment, charge, levy or claim (x) which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP on such Person’s books, or (y) if the failure to pay or discharge any such tax, assessment, charge or levy or claim, together with any associated interest fines or penalties, could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(b)    File or cause to be filed all Federal, state and other material tax returns that are required to be filed by it or in respect of its income, profits, assets and properties when due (after giving effect to all valid extensions of such deadlines).

6.4    Conduct of Business and Maintenance of Existence; Compliance. (a)(i) Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except, in the case of clause (i) (other than with respect to any Loan Parties) or clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law, except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.5    Maintenance of Property; Insurance. (a) Keep, or cause its tenants to keep, all Property and systems useful and necessary in its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, or use commercially reasonably efforts to cause its tenants to maintain, with financially sound and reputable insurance companies insurance on all its Property in at least such amounts and against such risks (but including in any event public liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business, except in the case of clause (a) above, where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

6.6    Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct (in all material respects) entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) subject to limitations, if any, imposed under regulatory or confidentiality requirements and agreements to which the Parent REIT or one of its subsidiaries is subject or could
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otherwise reasonably be expected to contravene attorney client privilege or constitute attorney work product, permit representatives of the Administrative Agent to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Group Members with officers and employees of the Group Members and with its independent certified public accountants; provided that so long as no Default or Event of Default shall have occurred and be continuing, the Administrative Agent shall not be permitted to conduct such visits and inspections more often than once in any 12 month period. The Administrative Agent 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.

6.7    Notices. Promptly (unless otherwise specified below) give notice to the Administrative Agent and each Lender of:

(a)    the occurrence of any Default or Event of Default;

(b)    any (i) default or event of default under any Contractual Obligation of any Group Member or (ii) litigation, investigation or proceeding between any Group Member and any Governmental Authority, that in either case could reasonably be expected to have a Material Adverse Effect;

(c)    any litigation or proceeding affecting any Group Member (i) in which the aggregate actual or estimated liability of the Group Members is $80,000,000 or more and not covered by insurance, (ii) in which injunctive or similar relief is sought or (iii) which relates to any Loan Document;

(d)    the following events, but only to the extent such events could reasonably be expected to have a Material Adverse Effect, as soon as possible and in any event within 30 days after the Borrower knows or has reason to know thereof: (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination or Insolvency of, any Plan;

(e)    as soon as a Responsible Officer of any Group Member first obtains knowledge thereof: (i) any Environmental Claim (ii) any written notice that any Governmental Authority may deny any application for an Environmental Permit sought by, or revoke or refuse to renew any Environmental Permit held by, any Group Member (iii) any condition or occurrence on any Real Property that (x) results in noncompliance by any Group Member or any Real Property with any applicable Environmental Law or (y) could reasonably be anticipated to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law; and (iv) the taking of any removal or remedial action in response to the actual or alleged presence of any Materials of Environmental Concern on any Real Property; in each case that could reasonably be expected to result in the payment by the Group Members, in the aggregate, of a Material Environmental Amount, including a full description of the nature and extent of the matter for which notice is given and all relevant circumstances;

(f)    as soon as possible and in any event within five days after a Responsible Officer of any Group Member has knowledge, of any development or event that has had or could reasonably be expected to have a Material Adverse Effect;

(g)    as soon as a Responsible Officer of any Group Member first obtains knowledge thereof any actual or threatened Condemnation of any material portion of any Eligible Unencumbered Real Property Asset (including copies of any and all papers served in connection with such proceeding), any negotiations with respect to any such taking, or any loss of or substantial damage to any Eligible Unencumbered Real Property Asset;

(h)    the failure of the Parent REIT to maintain REIT Status;

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(i)    [reserved];

(j)    if any required permit, license, certificate or approval with respect to any Eligible Unencumbered Asset that is material to the operation of such Eligible Unencumbered Asset lapses or ceases to be in full force and effect or claim from any Person that any Eligible Unencumbered Asset, or any use, activity, operation or maintenance thereof or thereon, is not in compliance with any Requirement of Law that would have a Material Adverse Effect; and

(k)    any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the relevant Group Member proposes to take with respect thereto.

6.8    Environmental Laws. (a) Comply in all material respects with, and use commercially reasonable efforts to require compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply in all material respects with and maintain, and use commercially reasonable efforts to require that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all Environmental Permits required by any applicable Environmental Law.

(b)    Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under applicable Environmental Laws and promptly comply in all material respects with all lawful and legally binding orders and directives of all Governmental Authorities regarding applicable Environmental Laws; provided that, the Parent REIT, the Borrower, each of their respective Subsidiaries, and each of their respective tenants shall have the right to contest in good faith any such actions, orders or directives so long as such contest is conducted in accordance with applicable law.

6.9    Additional Guarantors. With respect to any new Eligible Subsidiary (other than any Excluded Subsidiary) created or acquired after the Second Amendment Effective Date by any Wholly-Owned Subsidiary, promptly (i) cause such Eligible Subsidiary to become a party to the Guarantee Agreement, and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

6.10    Use of Proceeds. Use the proceeds of the Revolving Credit Facility on and after the Restatement Effective Date for general corporate purposes, including to refinance existing Indebtedness, and to fund acquisitions, redevelopment and expansion, not in contravention of any Requirement of Law or any Loan Document.

6.11    [Reserved].

6.12    [Reserved].

6.13    Compliance with OFAC; Anti-Corruption Laws and Sanctions. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the covenants contained in Section 7.19(a), (b) and (c).

SECTION 7    NEGATIVE COVENANTS

The Parent REIT and the Borrower hereby jointly and severally agree that, so long as the Revolving Credit Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or any Agent hereunder, each of the Parent REIT and the Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

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7.1    Financial Condition Covenants.

(a)    Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the last day of any fiscal quarter of the Parent REIT to exceed 60%; provided that, the Borrower may on two non-consecutive occasions elect a one-time step up to 65% for four consecutive fiscal quarters following a Material Acquisition. (For the avoidance of doubt, the Borrower may not elect a step-up to 65% for any eight consecutive fiscal quarters.)

(b)    Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio for any period of four consecutive fiscal quarters of the Parent REIT to be less than 1.50 to 1.00.

(c)    [Reserved].

(d)    Consolidated Secured Debt Leverage Ratio. Permit the Consolidated Secured Debt Leverage Ratio as of the last day of any fiscal quarter of the Parent REIT to exceed 50%.

(e)    Unencumbered Leverage Ratio. Permit the Unencumbered Leverage Ratio as of the last day of any fiscal quarter of the Parent REIT to exceed 60%; provided that, the Borrower may on two non-consecutive occasions elect a one-time step up to 65% for four consecutive fiscal quarters following a Material Acquisition. (For the avoidance of doubt, the Borrower may not elect a step-up to 65% for any eight consecutive fiscal quarters.)

(f)    Unencumbered Interest Coverage Ratio. Permit the Unencumbered Interest Coverage Ratio for any period of four consecutive fiscal quarters of the Parent REIT to be less than 1.75 to 1.00.

7.2    Limitation on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except (without duplication):

(a)    Indebtedness of any Loan Party pursuant to any Loan Document;

(b)    Indebtedness of the Borrower or any other Loan Party to any other Loan Party;

(c)    current liabilities 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 outstanding on the Second Amendment Effective Date and listed on Schedule 7.2(d) and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof (other than by the refinancing costs thereof including premiums and make whole payments) or any shortening of the maturity of any principal amount thereof);

(e)    Indebtedness owed to Affiliates of the Loan Parties that is not prohibited under Section 7.9; provided, that as of the date of incurrence thereof, (i) giving pro forma effect to the incurrence thereof, no Default or Event of Default under the financial covenants set forth in Section 7.1 would result therefrom, and (ii) immediately prior to and after giving effect to the incurrence thereof, no Default or Event of Default shall have occurred and be continuing;

(f)    Consolidated Unsecured Debt of the Parent REIT or any of its Subsidiaries provided, that as of the date of incurrence thereof, (i) giving pro forma effect to the incurrence thereof, no Default or Event of Default under the financial covenants set forth in Section 7.1 would result therefrom, and (ii) immediately prior to and after giving effect to the incurrence thereof, no Default or Event of Default shall have occurred and be continuing;

(g)    Indebtedness of the Borrower and any of its Subsidiaries in respect of customary cash management obligations, netting services, automatic clearing house arrangements, overdraft
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protections and similar arrangements, in each case in connection with deposit accounts and incurred in the ordinary course;

(h)    Indebtedness in respect of judgments, but only to the extent and for an amount not resulting in an Event of Default;

(i)    endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;

(j)    Indebtedness in respect of workers’ compensation claims, self-insurance premiums, performance, bid and surety bonds and completion guaranties, in each case, in the ordinary course of business;

(k)    [reserved];

(l)    Secured Recourse Indebtedness of the Parent REIT and its Subsidiaries that matures at least one year after the Revolving Credit Termination Date and in an aggregate amount not exceeding on any date of determination, an amount equal to 10% of Total Asset Value on such date at any one time outstanding;

(m)    Indebtedness in respect of Capital Lease Obligations and purchase money obligations for fixed or capital assets; provided that the aggregate outstanding principal amount of such Indebtedness at any time does not exceed $20,000,000; and

(n)    Indebtedness in respect of Obligations under Specified Hedge Agreements and obligations under Capital One Hedge Agreements, in each case, not for speculative purposes and Guarantee Obligations thereof.

7.3    Limitation on Liens. Create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except for:

(a)    Permitted Liens;

(b)    [reserved];

(c)    intercompany Liens among the Parent REIT and its Subsidiaries securing intercompany obligations among such Persons that have been subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;

(d)    Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.1(g);

(e)    Liens on assets other than Eligible Unencumbered Assets provided that such Liens secure Indebtedness or other obligations that may be incurred or maintained without violating Section 7.1, Section 7.2 or any other provision of this Agreement, including, without limitation, Liens in existence as of the Second Amendment Effective Date and set forth in Schedule 7.3 and any renewals or refinancings thereof; and

(f)    Liens on fixed or capital assets acquired, constructed or improved by the Parent REIT or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (m) of Section 7.2, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Parent REIT or any Subsidiary.

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7.4    Limitation on Fundamental Changes. Enter into any merger, consolidation, Division Transaction, or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that:

(a)    any Subsidiary of the Borrower may be merged or consolidated with (or liquidated or dissolved into) any other Subsidiary of the Borrower or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any Wholly-Owned Subsidiary of the Parent REIT (provided that (i) such Wholly-Owned Subsidiary shall be the continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Wholly-Owned Subsidiary of the Parent REIT), and, in each case, the Borrower shall comply with Section 6.9 in connection therewith;

(b)    any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation, dissolution, pursuant to a Division or otherwise) to the Borrower or any Subsidiary thereof, except that, if the transferor in such transaction is a Wholly-Owned Subsidiary of the Parent REIT, then the transferee thereof must be a Wholly-Owned Subsidiary of the Parent REIT, and, in each case, the Borrower shall comply with Section 6.9 in connection therewith; and

(c)    any transaction permitted under Section 7.5 and 7.7 shall be permitted, including in connection with an acquisitions not otherwise prohibited hereunder.

7.5    Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:

(a)    Dispositions of cash and Cash Equivalents in connection with any transactions not otherwise prohibited by the Loan Documents;

(b)    leases and subleases of assets, as lessor or sublessor (as the case may be), in the ordinary course of business;

(c)    that any Group Member may sell, transfer, or dispose of its assets to a Loan Party; and

(d)    other Dispositions by the Borrower and its Subsidiaries; provided that (x) after giving effect thereto, the Borrower is in pro forma compliance with each of the financial covenants set forth in this Agreement (including the financial covenants under Section 7.1), and (y) no Default or Event of Default exists at the time of such Disposition or would result therefrom.

7.6    Limitation on Restricted Payments. Make any Restricted Payment, except that:

(a)    any Subsidiary may make Restricted Payments to the Parent REIT or any Subsidiary;

(b)    the Parent REIT may make Restricted Payments in the form of Capital Stock (other than any Disqualified Equity Interests) of the Parent REIT;

(c)    the Parent REIT may make Restricted Payments to its direct or indirect owners during any four-quarter period (and the Borrower may make Restricted Payments to the Parent REIT to the extent necessary to enable the Parent REIT to make such Restricted Payments), not to exceed the greater of (x) 95% of Adjusted Funds From Operations and (y) the minimum amount required to maintain REIT Status and avoid the payment of federal or state income or excise Taxes, provided that, (i) no such Restricted Payments shall be made pursuant to this Section 7.6(c) if a Default or Event of Default shall have occurred and be continuing (except that Restricted Payments in the minimum amount required to maintain REIT Status shall be permitted unless an Event of Default under Section 8.1(a) or (f) has occurred and is continuing) and (ii) on the date of any such Restricted Payment, the Borrower shall deliver to the Administrative Agent a certification that immediately prior to and after giving effect to such
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Restricted Payment, no Default or Event of Default (or no Event of Default under Section 8.1(a) or (f), as applicable) shall have occurred and be continuing;

(d)    the Borrower may make Restricted Payments to the Parent REIT to permit the Parent REIT to (i) pay corporate overhead expenses incurred in the ordinary course of business and (ii) pay any taxes which are due and payable by the Parent REIT, the Borrower or any Subsidiary (and the Parent REIT shall be permitted to pay such expenses or taxes);

(e)    any Joint Venture may make Restricted Payments pursuant to the terms of its joint venture agreement; and

(f)    the Parent REIT may make Restricted Payments in exchange for, or out of the net cash proceeds of, a substantially concurrent sale of Capital Stock (other than Disqualified Equity Interests) of the Parent REIT.

7.7    Limitation on Investments. Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except:

(a)    extensions of trade credit in the ordinary course of business;

(b)    Investments in Cash Equivalents;

(c)    Investments arising in connection with the incurrence of Indebtedness permitted by Section 7.2(b);

(d)    loans and advances to officers of the Parent REIT, the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Parent REIT, the Borrower and Subsidiaries of the Borrower not to exceed $250,000 at any one time outstanding;

(e)    any Investments, so long as (i) immediately prior to and immediately after giving effect to such Investment, no Default or Event of Default shall have occurred and be continuing, and (ii) after giving pro forma effect to such Investment, the Borrower shall be in compliance with the provisions of Sections 6.9 and 7.1 hereof;

(f)    to the extent constituting Investments, non-cash consideration received in connection with a Disposition permitted under this Agreement;

(g)    Investments in Subsidiaries of the Parent REIT existing as of Second Amendment Effective Date, Investments in any Subsidiaries of the Parent REIT created after the Second Amendment Effective Date and Investments in any Person that, after giving effect to such Investment, shall become a Subsidiary of the Parent REIT;

(h)    deposits required by government agencies or public utilities, and other deposits or pledges which constitute Permitted Liens;

(i)    Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

(j)    Investments consisting of debt securities, equity securities and other non-cash consideration received as consideration for a disposition permitted by this Agreement;

(k)    Investments in Unimproved Land including construction draws to tenants in connection with improvements thereon in an amount not to exceed 5% of Total Asset Value as of the date any such Investment is made;
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(l)    lease incentives (1) extended to tenants in the ordinary course of business in the form of cash contributions to be used for such tenants’ capital expenditures and building improvements, which in each case generate additional Net Operating Income for the applicable Real Property Asset within twelve months after the date of extension of such lease incentive (provided that this clause (1) shall, for the avoidance of doubt, exclude lease incentives in the form of other preferential lease terms including free rent) and (2) in the form of other preferential lease terms (including free rent) in an aggregate amount under this clause (2) not to exceed $20,000,000 at any time outstanding;

(m)    transactions permitted under Section 7.4 to the extent constituting Investments; and

(n)    other Investments not otherwise permitted hereunder in an aggregate amount not to exceed $40,000,000 at any time outstanding.

In determining the aggregate amount of Investments outstanding at any particular time: (A) there shall be included as an investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (B) there shall be deducted in respect of each Investment any amount received as a return of capital; (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, except that accrued interest included as provided in the foregoing clause (A) shall be deducted when paid; and (D) the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value thereof.

7.8    Limitation on Modifications of Organizational Documents. Amend its organizational documents in a manner materially adverse to the Lenders.

7.9    Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than any Group Member), except:

(a)    transactions not otherwise not prohibited under this Agreement, so long as such transactions are (i) in the ordinary course of business of such Group Member, as the case may be, and (ii) upon fair and reasonable terms no less favorable to such Group Member, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate as determined in good faith by the board of directors (or equivalent governing body) of the Parent REIT;

(b)    compensation, bonus and benefit arrangements with employees, officers, directors and trustees of a Group Member that are customary in the industry or are in the ordinary course of business;

(c)    payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of Holdings, the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries; and

(d)    transactions and payments permitted by Sections 7.4, 7.5, 7.7 and 7.9.

7.10    [Intentionally Omitted].

7.11    Limitation on Changes in Fiscal Periods. Permit the fiscal year of the Parent REIT to end on a day other than December 31 or change the Parent REIT’s method of determining fiscal quarters.

7.12    Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any Negative Pledge that prohibits or limits the ability of any Group Member to create, incur,
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assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee Agreement, other than (each of the following, a “Permitted Negative Pledge” and collectively, the “Permitted Negative Pledges”): (a) this Agreement and the other Loan Documents, the Capital One Credit Agreement and related loan documents thereto, (b) by operation of Requirements of Law; (c) [reserved]; (d) single purpose entity limitations contained in charter documents for Subsidiaries that are not Eligible Subsidiaries; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Group Member; (f) customary provisions restricting assignment of any licensing agreement or other contract entered into by any Group Member in the ordinary course of business; (g) customary restrictions and conditions contained in agreements relating to the sale or other Disposition of a Subsidiary or assets pending such sale (provided that such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale or other Disposition is permitted hereunder); (h) customary provisions in joint venture agreements restricting the transfer or encumbrance of Capital Stock in such joint venture or the assets owned by such joint venture, or otherwise restricting transactions between the joint venture and the Borrower and its Subsidiaries; and (i) restrictions or conditions contained in any agreement relating to Consolidated Secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the direct or indirect Capital Stock in the issuer of such Consolidated Secured Debt.

7.13    Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition otherwise permitted under this Agreement; (iii) restrictions imposed by applicable law; (iv) with respect to clauses (b) and (c) above, restrictions pursuant to any joint venture agreement solely with respect to the transfer of the assets or Capital Stock of the related Joint Venture; (v) Permitted Transfer Restrictions; (vi) [reserved]; and (vii) any restrictions existing under an agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (i) through (vi), provided that, the terms and conditions of any such agreement, as they relate to any such restrictions are no less favorable to the Borrower and its Subsidiaries, as applicable, than those under the agreement so amended, refinanced or replaced, taken as a whole.

7.14    Limitation on Lines of Business. Enter into any business, either directly or through any Subsidiary, except for those businesses in which the Group Members are engaged on the Second Amendment Effective Date or that are reasonably related, complementary or ancillary thereto or that are a natural expansion thereof.

7.15    Limitation on Activities of the Parent REIT
. In the case of the Parent REIT, (a) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower, its operations as a Parent REIT and the performing of activities in preparation for and consummating any public offering of its Capital Stock and related to its status as a public company, (ii) participating in tax, accounting and other administrative and fiduciary matters as a parent of the Group Members or as a direct or indirect owner of the Borrower, in each case, in accordance with the terms of the Loan Documents to which it is a party, (iii) providing customary compensation, indemnification and insurance coverage to officers and directors, or (iv) activities incidental to the businesses or activities described above and incurred in the ordinary course of business, (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations (other than liabilities or financial obligations in the ordinary course of its business), except (i) nonconsensual obligations imposed by operation of law, (ii) pursuant to the Loan Documents, the Capital One Credit Agreement and loan documents related thereto, in each case, to which it is a party, (iii) obligations with respect to its Capital Stock, (iv) Consolidated Unsecured Debt permitted by Section 7.2(f), (v) Guarantee Obligations with respect to any Indebtedness permitted by Section 7.2, (vi) liabilities for compensation and other employment matters, including pursuant to employment agreements filed by the Parent REIT
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with the SEC, (vii) liabilities incidental to its status as a publicly traded real estate investment trust under the Code and not constituting liabilities in respect of Indebtedness for borrowed money (including liabilities associated with employment contracts, executive officer and director indemnification agreements and employee benefit matters), indemnification obligations pursuant to purchase and sale agreements, tax liabilities; (viii) other immaterial obligations, immaterial intercompany obligations or other intercompany obligations owing by the Parent REIT to the Borrower or any Subsidiary of the Borrower; and (ix) as otherwise expressly permitted by the Loan Documents; or (c) own, lease, manage or otherwise operate any properties or assets (including cash and Cash Equivalents) other than the (i) ownership of shares of Capital Stock of the Borrower or any other Wholly Owned Subsidiary of the Parent REIT that owns, directly or indirectly, all or any portion of the Capital Stock of the Borrower, (ii) cash or Cash Equivalents (including cash and Cash Equivalents received in connection with dividends made by the Borrower in accordance with Section 7.6 pending application in the manner contemplated by said Section) and of any other assets on a temporary basis that are in the process of being transferred through the Borrower or any Group Member as part of a permitted Restricted Payment or a downstream contribution, directly or indirectly to the Borrower and (iii) cash and other assets of nominal value incidental to its status as a public company or its ownership of the Capital Stock described in this Section 7.15.
7.16    [Intentionally Omitted].

7.17    REIT Status. Permit the Parent REIT to fail to meet the requirements for REIT Status from and after the date that the Parent REIT’s election to qualify for REIT Status is effective.

7.18    [Intentionally Omitted]

7.19    OFAC; Anti-Corruption Laws and Sanctions. (a)(i) Engage, directly or, to its knowledge, indirectly, in business dealings with any party listed on the Specially Designated Nationals List or other similar lists maintained by U.S. or applicable non-U.S. governmental agencies, including OFAC and the U.S. Department of State, or in any related Executive Order issued by the President; (ii) conduct, directly or, to its knowledge, indirectly, business dealings with a party, subject to sanctions administered by U.S. or applicable non-U.S. governmental agencies, including OFAC and the U.S. Department of State; (iii) derive, directly or to its knowledge, indirectly, income from business dealings with a party, subject to sanctions administered by U.S. or applicable non-U.S. governmental agencies, including OFAC and the U.S. Department of State; (iv) use the proceeds of the Loans or any Letter of Credit to conduct any business dealings or transaction, either directly or, to its knowledge, indirectly, with any party, or in or with any country or territory, subject to sanctions administered by U.S.

(b)    Derive any material amount of its assets in violation of the anti-money laundering or anti-terrorism laws or regulations of the United States, including but not limited to the USA PATRIOT Act, the Money Laundering Control Act, the Bank Secrecy Act and any related Executive Order of the President.

(c)    Fail to comply with applicable anti-bribery and anti-corruption laws and regulations (including the FCPA), in any material respect, including any failure to so comply that may result in the forfeiture of any Eligible Unencumbered Asset or the proceeds of the Loans or a claim of forfeiture of any Eligible Unencumbered Asset or the proceeds of the Loans.

(d)    Fail to provide the Administrative Agent and the Lenders with any information readily available to the Borrower regarding any Group Member or any REIT Controlled Affiliate necessary for the Administrative Agent or any of the Lenders to comply with (i) the anti-money laundering laws and regulations, including but not limited to the USA PATRIOT Act, The Money Laundering Control Act, the Bank Secrecy Act and any related Executive Order issued by the President, (ii) all applicable economic sanctions laws and regulations administered by OFAC, and (iii) all applicable anti-corruption and anti-bribery laws and regulations, including the FCPA.

7.20    Borrower Tax Status. Make any election or otherwise take any action that would result in the Borrower becoming an association (or a publicly traded partnership or taxable mortgage pool) taxable as a corporation for U.S. federal income tax purposes.

SECTION 8    EVENTS OF DEFAULT
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8.1    Events of Default. If any of the following events shall occur and be continuing:

(a)    the Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder or under any other Loan Document, within three Business Days after any such interest or other amount becomes due in accordance with the terms hereof or thereof; or

(b)    any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document, or that is contained in any certificate, document or financial or other statement furnished by it at any time under this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made or furnished; or

(c)    any Loan Party shall default (i) in the observance or performance of any agreement contained in clause (a)(i) of Section 6.4 (with respect to the Parent REIT and the Borrower only), Section 6.7(a) or Section 7 or (ii) in the observance or performance of any agreement contained in Section 6.1, 6.2, 6.5, or 6.7 (except 6.7(a)), and such default under this clause (c)(ii) shall continue unremedied for a period of ten days; or

(d)    any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days; or

(e)    any Group Member shall (i) default in making any payment of any principal of any Indebtedness (including, without limitation, any Guarantee Obligation, but excluding the Loans and Reimbursement Obligations) or interest thereon on the scheduled or due date with respect thereto and such default shall continue beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause such Indebtedness to become due prior to its stated maturity or to become subject to a mandatory offer to purchase by the obligor thereunder prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable prior to the stated maturity of the guaranteed Indebtedness; provided, that a default, event or condition described in any of clauses (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness having an aggregate principal amount which exceeds in the aggregate (A) $30,000,000, if such Indebtedness is Recourse Indebtedness or (B) $80,000,000, if such Indebtedness is Nonrecourse Indebtedness; or

(f)    (i) any Group Member shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Group Member shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Group Member any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 90 days; or (iii) there shall be commenced against any Group Member any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or
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any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 90 days from the entry thereof; or (iv) any Group Member shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Group Member shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g)    (i) any failure by the Borrower to satisfy minimum funding requirements (as defined in Section 302 of ERISA), whether or not waived with respect to any Single Employer Plan, or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Borrower, (ii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iii) any Single Employer Plan shall terminate for purposes of Title IV of ERISA in a distress termination pursuant to Section 4041(c) of ERISA, or (iv) the Borrower shall incur any liability (including any liability on account of a Commonly Controlled Entity) in connection with a withdrawal from, or the Insolvency of, a Multiemployer Plan; and in each case in clauses (i) through (iv) above, such event or condition, together with all other such events or conditions described in clauses (i) through (iv), if any, could reasonably be expected to have a Material Adverse Effect; or

(h)    (i) one or more judgments or decrees shall be entered against any Group Member involving for the Group Members taken as a whole a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $30,000,000 or more, or (ii) one or more non-monetary judgments shall have been entered against any Group Member have, or could reasonably be expected to have, a Material Adverse Effect, and, in either case, (x) enforcement proceedings are commenced by any creditor upon such judgment or order or (y) all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 90 days from the entry thereof; or

(i)    the guarantee contained in Section 2 of the Guarantee Agreement shall cease, for any reason (other than by reason of the express release thereof pursuant to Section 10.15 of this Agreement or Section 3.15 of the Guarantee Agreement), to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert; or

(j)    any Change of Control shall occur;
then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Majority Revolving Credit Facility Lenders, the Administrative Agent may, or upon the request of the Majority Revolving Credit Facility Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Credit Commitments to be terminated forthwith, whereupon the Revolving Credit Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the case of all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a Cash Collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired face amount of such Letters of Credit. Amounts held in such Cash Collateral account shall be applied by the Administrative Agent to the payment of drawings under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired with no pending drawings or been fully drawn upon, if any, shall be applied to
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repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired with no pending drawings or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such Cash Collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto).

8.2    Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 10.7) under any of the Loan Documents in respect of any Guarantee Obligations shall be applied in the following order and priority:

(a)    to payment of that portion of the Guarantee Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such and the Issuing Lenders in their capacity as such, ratably among the Administrative Agent and the Issuing Lenders in proportion to the respective amounts described in this clause (a) payable to them;

(b)    to payment of that portion of the Guarantee Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them;

(c)    to payment of that portion of the Guarantee Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause (c) payable to them;

(d)    to payment of that portion of the Guarantee Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit liabilities and payment obligations then owing under Specified Hedge Agreements and Specified Cash Management Agreements, ratably among the Lenders, the Issuing Lenders, the Hedge Banks and the Specified Cash Management Banks in proportion to the respective amounts described in this clause (d) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Cash Collateral account; and

(e)    the balance, if any, after all of the Guarantee Obligations have been paid in full, to the Borrower or as otherwise required by applicable law.

Notwithstanding the foregoing, Guarantee Obligations arising under Specified Cash Management Agreements and Specified Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Cash Management Bank or Hedge Bank, as the case may be. Each Specified Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Agents pursuant to the terms of Article IX. for itself and its Affiliates as if a “Lender” party hereto.

SECTION 9    THE AGENTS

9.1    Appointment. Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities,
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except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. Each Lender or Affiliate of a Lender party to a Specified Hedge Agreement, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Guarantee Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.

9.2    Delegation of Duties. Each Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

9.3    Exculpatory Provisions. Neither any Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

9.4    Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, electronic communication, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties), independent accountants and other experts selected by such Agent. The Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 10.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

9.5    Notice of Default. No Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless such Agent shall have received notice from a Lender, the Parent REIT or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent shall receive such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement); provided that unless and until the Administrative Agent shall have received such directions, the Administrative 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 advisable in the best interests of the Lenders.
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9.6    Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that neither any of the Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent 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 analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

9.7    Indemnification. The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Parent REIT or the Borrower and without limiting the obligation of the Parent REIT or the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), for, and to save each Agent harmless from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (including, without limitation, at any time following the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

9.8    Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.

9.9    Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ notice to the Lenders and the Borrower. Any such resignation by the Administrative Agent hereunder shall also constitute its resignation as an Issuing Lender, in which case the retiring Administrative Agent (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a) or 8.1(f) shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor
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agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Each Co-Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Co-Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of such Co-Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by such Co-Syndication Agent, the Administrative Agent or any Lender. After any retiring Agent’s resignation as Agent, such Agent shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents.

9.10    Authorization to Release Guarantees. The Administrative Agent is hereby irrevocably authorized by each of the Lenders to effect any release of guarantee obligations contemplated by Section 10.15 of this Agreement or Section 3.15 of the Guarantee Agreement.

9.11    The Arrangers; the Co-Syndication Agents. None of the Arrangers or the Co-Syndication Agents, in their respective capacities as such, shall have any duties or responsibilities, nor shall any such Person incur any liability, under this Agreement and the other Loan Documents.

9.12    No Duty to Disclose. The Administrative Agent, the Sustainability Structuring Agent, each Co-Syndication Agent, the Arrangers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Parent REIT, the Borrower, the other Loan Parties and their respective Affiliates, and none of the Administrative Agent, the Sustainability Structuring Agent, the Co-Syndication Agents nor the Arrangers has any obligation to disclose any of such interests to the Parent REIT, the Borrower, any other Loan Party or any of their respective Affiliates.

9.13    Waiver. To the fullest extent permitted by law, each of the Parent REIT, the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, each Co-Syndication Agent, the Arrangers and the Sustainability Structuring Agent with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

9.14    Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Arrangers, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i)    such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit or the Commitments or this Agreement,

(ii)    the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
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for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii)    (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv)    such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)    In addition, unless Section 9.14(a)(i) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in Section 9.14(a)(iv), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent or the Arrangers, or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).

9.15    Erroneous Payments.

(a) Each Lender and each Issuing Lender hereby severally agrees that if (i) the Administrative Agent notifies (which such notice shall be conclusive absent manifest error) such Lender or Issuing Lender or any other Person that has received funds from the Administrative Agent or any of its Affiliates, either for its own account or on behalf of a Lender, Issuing Lender (each such recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion that any funds received by such Payment Recipient were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) or (ii) any Payment Recipient receives any payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in error or by mistake (in whole or in part) then, in each case, an error in such payment shall be presumed to have been made (any such amounts specified in clauses (i) or (ii) of this Section 9.15(a), whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”), then, in each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment; provided that nothing in this Section shall require the Administrative Agent to provide any of the notices specified in clauses (i) or (ii) above. Each Payment Recipient agrees that it shall not assert any right or claim to any Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

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

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

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient or an Affiliate of a Payment Recipient (such unrecovered amount as to such Lender, an “Erroneous Payment Return Deficiency”), then at the sole discretion of the Administrative Agent and upon the Administrative Agent’s written notice to such Lender (i) such Lender shall be deemed to have made a cashless assignment of the full face amount of the portion of its Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) to the Administrative Agent or, at the option of the Administrative Agent, the Administrative Agent’s applicable lending affiliate in an amount that is equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) plus any accrued and unpaid interest on such assigned amount, without further consent or approval of any party hereto and without any payment by the Administrative Agent or its applicable lending affiliate as the assignee of such Erroneous Payment Deficiency Assignment. The parties hereto acknowledge and agree that (1) any assignment contemplated in this clause (d) shall be made without any requirement for any payment or other consideration paid by the applicable assignee or received by the assignor, (2) the provisions of this clause (d) shall govern in the event of any conflict with the terms and conditions of Section 10.6 and (3) the Administrative Agent may reflect such assignments in the Register without further consent or action by any other Person.

(e) Each party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent (1) shall be subrogated to all the rights of such Payment Recipient with respect to such amount and (2) is authorized to set off, net and apply any and all amounts at any time owing to such Payment Recipient under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under this Section 9.15 or under the indemnification provisions of this Agreement, (y) the receipt of an Erroneous Payment by a Payment Recipient shall not for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction of any Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of making a payment on the Obligations and (z) to the extent that an Erroneous Payment was in any way or at any time credited as payment or satisfaction of any of the Obligations, the Obligations or any part thereof that were so credited, and all rights of the Payment Recipient, as the case may be, shall be reinstated and continue in full force and effect as if such payment or satisfaction had never been received, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of making a payment on the Obligations; provided, that this Section 9.15 shall not be interpreted to increase (or accelerate the due
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date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Loan Parties 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 Administrative Agent.

(f) Each party’s obligations under this Section 9.15 shall survive the resignation or replacement of the Administrative Agent or any transfer of right or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

(g) Nothing in this Section 9.15 will constitute a waiver or release of any claim of the Administrative Agent hereunder arising from any Payment Recipient’s receipt of an Erroneous Payment.

9.16    Approvals of Lenders. All communications from the Administrative Agent to any Lender requesting such Lender’s determination, consent or approval (a) shall be given in the form of a written notice to such Lender, (b) shall be accompanied by a description of the matter or issue as to which such determination, consent or approval is requested, or shall advise such Lender where information, if any, regarding such matter or issue may be inspected, or shall otherwise describe the matter or issue to be resolved and (c) shall include, if reasonably requested by such Lender and to the extent not previously provided to such Lender, written materials provided to the Administrative Agent by the Borrower in respect of the matter or issue to be resolved. Unless a Lender shall give written notice to the Administrative Agent that it specifically objects to the requested determination, consent or approval (together with a reasonable written explanation of the reasons behind such objection) within 10 Business Days (or such lesser or greater period as may be specifically required under the express terms of the Loan Documents) of receipt of such communication, such Lender shall be deemed to have conclusively approved such requested determination, consent or approval. No amendment, waiver or consent unless in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents; provided, the provisions of this Section shall not apply to any amendment, waiver or consent regarding any of the matters described in this Section 9.16.

SECTION 10    MISCELLANEOUS

10.1    Amendments and Waivers. Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof may be amended, restated, supplemented or modified except in accordance with the provisions of this Section 10.1. Except as otherwise permitted pursuant to Sections 2.25 and 2.26 hereof, the Required Lenders and each Loan Party party to the relevant Loan Document may, or the Administrative Agent (with the written consent or ratification of the Required Lenders) and each Loan Party party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents (including amendments and restatements hereof or thereof) for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as may be specified in the instrument of waiver, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall:

(a)    forgive the principal amount or extend the final scheduled date of maturity of any Loan or Reimbursement Obligation, reduce the stated rate of, or forgive, any interest or fee payable under this Agreement (except (x) in connection with the waiver of applicability of any post-default increase in interest rates or the waiver of any mandatory prepayment requirement (which waiver shall be effective with the consent of the Majority Facility Lenders of each adversely affected Facility) and (y) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (a)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Commitment of any Lender, in each case without the consent of each Lender directly affected thereby;

(b)    (i) amend, modify or waive any provision of this Section or reduce any percentage specified in the definition of Required Lenders or any other provision hereof specifying the
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number or percentage of Lenders required to amend, waive or otherwise modify any right hereunder or make any determination or grant any consent hereunder or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, (ii) release the Parent REIT or, except as provided in Section 10.15(c), all or substantially all of the Subsidiary Guarantors from their guarantee obligations under the Guarantee Agreement or (iii) release the liability of the Borrower hereunder, in each case without the consent of all the Lenders;

(c)    amend, modify or waive any provision of Section 9, or any other provision affecting the rights, duties or obligations of any Agent, without the consent of any Agent directly affected thereby;

(d)    amend, modify or waive any condition precedent to any extension of credit under the Revolving Credit Facility set forth in Section 5.2 (including, without limitation, the waiver of an existing Default or Event of Default required to be waived in order for such extension of credit to be made) without the consent of the Majority Revolving Credit Facility Lenders;

(e)    amend, modify or waive any provision of Section 2.16 in a manner that would alter the manner in which payments are shared, without the consent of each Lender directly affected thereby;

(f)    amend, modify or waive any provision of Section 3 without the consent of each Issuing Lender affected thereby;

(g)    [reserved]; or

(h)    reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without the consent of all of the Lenders under such Facility.

Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Agents and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Agents shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Any such waiver, amendment, supplement or modification shall be effected by a written instrument signed by the parties required to sign pursuant to the foregoing provisions of this Section; provided, that delivery of an executed signature page of any such instrument by facsimile transmission or electronic communication shall be effective as delivery of a manually executed counterpart thereof.

In addition, notwithstanding anything to the contrary contained in this Section 10.1, (x) no amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under Specified Hedge Agreements resulting in such Obligations being junior in right of payment to principal on the Loans shall be effective without the written consent of such Hedge Bank and (y) no amendment, modification or waiver of this Agreement or any Loan Document unless in writing and signed by the Sustainability Structuring Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights, obligations, liabilities or duties of the Sustainability Structuring Agent under this Agreement or any of the other Loan Documents.

10.2    Notices. (a) All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed (i) in the case of the Parent REIT, the Borrower and the Agents, as follows, (ii) in the case of the Lenders, as set forth in an administrative questionnaire delivered to the Administrative Agent or, in the case of a Lender which becomes a party to this Agreement pursuant to an Assignment and Assumption substantially in the form of Exhibit E, in such Assignment and Assumption or (iii) in the case of any party, to such other address as such party may hereafter notify to the other parties hereto:

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The Parent REIT and the Borrower:Essential Properties Realty Trust, Inc.
Essential Properties, L.P.
902 Carnegie Center, Suite 520
Princeton, NJ 08540
Attention: Mark E. Patten, Chief Financial Officer, Treasurer and Executive Vice President
Telephone: (609) 436-0613
mpatten@essentialproperties.com
The Administrative Agent:Wells Fargo Bank, National Association
550 South Tryon Street, 14th Floor
Charlotte, NC 28202
Attention: Terrance Alewine
Telephone: (704) 410-2034
terrance.alewine@wellsfargo.com
If to the Administrative Agent under Section 2:Wells Fargo Bank, National Association
600 South 4th Street, 8th Floor
Minneapolis, MN 55415
Attention: Anthony Gangelhoff
Telephone: (612) 316-0109
anthony.gangelhoff@wellsfargo.com
If to Wells Fargo, as an Issuing Lender:Wells Fargo Bank, National Association
550 South Tryon Street, 14th Floor
Charlotte, NC 28202
Attention: Terrance Alewine
Telephone: (704) 410-2034
terrance.alewine@wellsfargo.com
If to Wells Fargo, as Sustainability Structuring Agent:Wells Fargo Bank, National Association
550 South Tryon Street, 14th Floor
Charlotte, NC 28202
Attention: Terrance Alewine
Telephone: (704) 410-2034
terrance.alewine@wellsfargo.com
Issuing Lenders:As notified by such Issuing Lender to the Administrative Agent and the Borrower

provided that any notice, request or demand to or upon any Agent, any Issuing Lender or any Lender shall not be effective until received.

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(b)    Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. Each of the Administrative 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.

(c)    Any financial statement, document and other information that is required to be furnished by Sections 6.01 or 6.02 may be delivered electronically and, if so delivered, shall be deemed to be furnished on the earlier of the dates on which such financial statement, document or other information (i) have been posted on the Parent REIT’s or the Borrower’s website or on the SEC’s website, (ii) are delivered in a format acceptable to the Administrative Agent by electronic mail or (iii) are posted on the Parent REIT’s or the Borrower’s behalf on an electronic system to which each of the Administrative Agent and each Lender has access.

10.3    No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.4    Survival of Representations and Warranties. All representations and warranties made herein, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.

10.5    Payment of Expenses. Each of the Parent REIT and the Borrower jointly and severally agrees (a) to pay or reimburse the Agents and the Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Commitments and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements and other charges of counsel to the Administrative Agent (but limited, in the case of legal fees and expenses, to a single firm of counsel for all such Persons, taken as a whole and, if relevant, of a single firm of local counsel in each applicable jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest, where the Person affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person and, if relevant, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Person)) and the charges of Intralinks or another similar electronic system, (b) to pay or reimburse each Lender and the Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including, without limitation, the fees and disbursements of counsel to the Lenders and the Agents (but limited, in the case of legal fees and expenses, to a single firm of counsel for all such Persons, taken as a whole and, if relevant, of a single firm of local counsel in each applicable jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest, where the Person affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person and, if relevant, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Person)), and (c) to pay, indemnify or reimburse each Lender, each Agent, their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless
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from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by the Parent REIT, the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, any commitment letter or fee letter in connection therewith, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds thereof (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Materials of Environmental Concern on or from any property owned, occupied or operated by the Parent REIT, the Borrower or any of their respective Subsidiaries, or any environmental liability related in any way to the Borrower or any of their respective Subsidiaries or any of their respective properties, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Parent REIT, the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, that neither the Parent REIT nor the Borrower shall have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted directly and primarily from (in each of the succeeding clauses (w), (x) and (y), to the extent determined by a court of competent jurisdiction, in a final and non-appealable judgment) (w) the gross negligence or willful misconduct of such Indemnitee or any of such Indemnitee’s officers, directors and employees (collectively, such Indemnitee’s “Related Parties”), (x) the material breach by such Indemnitee (or any of such Indemnitee’s Related Parties) of its express obligations under the Loan Documents pursuant to a claim initiated by the Borrower, (y) with regard to Section 10.5(d)(iii), are caused solely by Materials of Environmental Concern first brought onto such respective property after neither Parent REIT, the Borrower nor any other Loan Party has possession or control of such property after a foreclosure or other transfer in lieu of foreclosure by an Indemnitee or (z) any proceeding that does not involve an act or omission of the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than any proceeding against any Indemnitee solely in its capacity or in fulfilling its role as an Agent, Issuing Lender, or Arranger). No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons except to the extent resulting from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties (to the extent determined by a court of competent jurisdiction in a final and non-appealable judgment). No party hereto shall be liable for any special, indirect, consequential or punitive damages in connection with the Facilities or the Loan Documents; provided that nothing contained in this sentence shall limit the Borrower or Parent REIT’s obligations to the extent set forth in this Section 10.5 to the extent such damages are included in any third party claim in connection with which an Indemnitee is entitled to indemnification hereunder. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee regarding any Indemnified Liabilities for which Borrower has an obligation under this Section 10.5. All amounts due under this Section shall be payable not later than 30 days after written demand therefor. Statements payable by each of the Parent REIT and the Borrower pursuant to this Section shall be submitted at the address and attention of the Parent REIT and the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent REIT or the Borrower in a notice to the Administrative Agent. The agreements in this Section shall survive repayment of the Loans and all other amounts payable hereunder. This Section 10.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

10.6    Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Parent REIT, the Borrower, the Lenders, the Agents, all future holders of the Loans and their respective successors and assigns, except that the Borrower may
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not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Agents and each Lender.

(b)    Any Lender may, without the consent of the Borrower, in accordance with applicable law, at any time sell to one or more banks, financial institutions or other entities other than a natural Person or a Defaulting Lender (each, a “Participant”) participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrower and the Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. In no event shall any Participant under any such participation have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would require the consent of all affected Lenders pursuant to Section 10.1. The Borrower agrees that if amounts outstanding under this Agreement and the Loans are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 10.7(a) as fully as if such Participant were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to the benefits of Sections 2.17 and 2.17(c) (subject to the requirements and limitations therein, including the requirements under 2.18(f) (it being understood that the documentation required under Section 2.17(c)(f) shall be delivered to the participating Lender) with respect to its participation in the Commitments and the Loans outstanding from time to time as if such Participant were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided that such participant agrees to be subject to the provisions of Section 2.22 as if it were an assignee under paragraph (c) of this Section, and, in the case of Section 2.17(c), such Participant shall have complied with the requirements of said Section, and provided, further, that no Participant shall be entitled to receive any greater amount than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.

(c)    Any Lender (an “Assignor”) may, in accordance with applicable law and upon written notice to the Administrative Agent, at any time and from time to time assign to any Lender or any affiliate or Approved Fund (other than a Defaulting Lender) or, with the consent of the Borrower and the Administrative Agent and, in the case of any assignment of Revolving Credit Commitments, the written consent of each Issuing Lender (which, in each case, shall not be unreasonably withheld or delayed) (provided that no such consent need be obtained by the Arrangers or the Administrative Agent, each in its capacity as a Lender), to an additional bank, financial institution or other entity (an “Eligible Assignee”) all or any part of its rights and obligations under this Agreement pursuant to an Assignment and Assumption, substantially in the form of Exhibit E, executed by such Eligible Assignee and such Assignor (and, where the consent of the Borrower, the Administrative Agent or the Issuing Lenders is required pursuant to the foregoing provisions, by the Borrower and such other Persons) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that no such assignment to an Eligible Assignee (other than any Lender or any affiliate thereof) shall be in an aggregate principal amount of less than $5,000,000 (other than in the case of an assignment of all of a Lender’s interests under this Agreement), unless otherwise agreed by the Borrower and the Administrative Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Assumption, (x) the Eligible Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Assumption, have the rights and obligations of a Lender hereunder with the Revolving Credit Commitments and/or Loans as set forth therein, and (y) the Assignor thereunder shall, to the extent provided in such Assignment and Assumption, be released from its obligations under this
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Agreement (and, in the case of an Assignment and Assumption covering all of an Assignor’s rights and obligations under this Agreement, such Assignor shall cease to be a party hereto, except as to Section 2.17, 2.17(c) and 10.5 in respect of the period prior to such effective date); provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.6(b). In the event that Borrower fails to object by written notice within five Business Days after the receipt of a request to approve an assignment pursuant to this Section 10.6(c), the Borrower shall be deemed to have consented to such assignment. Notwithstanding any provision of this Section, the consent of the Borrower shall not be required for any assignment that occurs at any time when any Event of Default under Section 8.1(a) or 8.1(f) shall have occurred and be continuing, provided that parties hereby agree that Merrill Lynch, Pierce, Fenner & Smith Incorporated may, without notice to the Loan Parties, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. For purposes of the minimum assignment amounts set forth in this paragraph, multiple assignments by two or more Approved Funds shall be aggregated.

(d)    The Administrative Agent shall, acting for this purpose as a nonfiduciary agent of the Borrower, maintain at its address referred to in Section 10.2 a copy of each Assignment and Assumption delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, each Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Loans and any Notes evidencing such Loans recorded therein for all purposes of this Agreement. Any assignment of any Loan, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of a Loan evidenced by a Note shall be registered on the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Assumption; thereupon one or more new Notes in the same aggregate principal amount shall be issued to the designated Eligible Assignee, and the old Notes shall be returned by the Administrative Agent to the Borrower marked “canceled”. The Register shall be available for inspection by the Borrower or any Lender (with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice. Each Lender that sells a participation, acting for this purpose as a non-fiduciary agent of the Borrower (solely for tax purposes) shall 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 Revolving Credit Commitments, Loans and other Obligations held by it (the “Participant Register”); provided that, no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) or proposed Section 1.163-5(b) of the United States Treasury Regulations (or, in each case, any amended or successor version). For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 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 interest in the Revolving Credit Commitments, Loans and other Obligations as the owner thereof for all purposes of this Agreement notwithstanding any notice to the contrary.

(e)    Upon its receipt of an Assignment and Assumption executed by an Assignor and an Eligible Assignee (and, in any case where the consent of any other Person is required by Section 10.6(c), by each such other Person) together with payment to the Administrative Agent of a registration and processing fee of $4,500 (treating multiple, simultaneous assignments by or to two or more Approved Funds as a single assignment) (except that no such registration and processing fee shall be payable (x) in
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connection with an assignment by or to the Arrangers, the Administrative Agent or their Control Investment Affiliates or (y) in the case of an Eligible Assignee which is already a Lender or is an affiliate or Approved Fund of a Lender or a Person under common management with a Lender), the Administrative Agent shall (i) promptly accept such Assignment and Assumption and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Borrower. On or prior to such effective date, the Borrower, at its own expense, upon request, shall execute and deliver to the Administrative Agent (in exchange for the Revolving Credit Note of the assigning Lender) a new Revolving Credit Note to the order of such Eligible Assignee in an amount equal to the Revolving Credit Commitment assumed or acquired by it pursuant to such Assignment and Assumption and, if the Assignor has retained a Revolving Credit Commitment upon request, a new Revolving Credit Note to the order of the Assignor in an amount equal to the Revolving Credit Commitment retained by it hereunder. Such new Note or Notes shall be dated the Second Amendment Effective Date and shall otherwise be in the form of the Note or Notes replaced thereby.

(f)    For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests in Loans and Notes, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law.

(g)    Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other Indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In addition, notwithstanding anything to the contrary in this Section 10.6(g), any SPC may (A) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender, or with the prior written consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld) to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans, and (B) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC; provided that non-public information with respect to the Borrower may be disclosed only with the Borrower’s consent which will not be unreasonably withheld. This paragraph (g) may not be amended without the written consent of any SPC with Loans outstanding at the time of such proposed amendment.

(h)    Notwithstanding anything to the contrary contained herein, no assignment under this Section 10.6 shall be made to (i) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii).

(i)    Notwithstanding anything to the contrary contained herein, no such assignment under this Section 10.6 shall be made to a natural Person.

(j)    In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other
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conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative 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 Administrative Agent, each Issuing Lender and each other 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 in accordance with its Revolving Credit 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.

10.7    Adjustments; Set-off. (a) Except to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8.1(f) or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Obligations, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Obligations, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

(b)    Subject to Sections 10.7(c) and (d), in addition to any rights and remedies of the Lenders provided by law, each Lender (other than a Defaulting Lender) shall have the right, at any time and from time to time while an Event of Default shall have occurred and be continuing, without prior notice to the Parent REIT or the Borrower, any such notice being expressly waived by the Parent REIT and the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Parent REIT or the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, Indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Parent REIT or the Borrower, as the case may be. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

(c)    Each Lender hereby acknowledges that the exercise by any Lender of offset, set-off, banker’s lien or similar rights against any deposit account or other property or asset of the Borrower or any other Group Member could result under certain laws in significant impairment of the ability of all Lenders to recover any further amounts in respect of the Obligations. Each Lender hereby agrees not to charge or offset any amount owed to it by Borrower against any of the accounts, property or assets of the Borrower or any other Group Member held by such Lender without the prior written approval of the Required Lenders.

(d)    In the event that any Defaulting Lender shall exercise any such right of setoff, all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.24 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 Administrative Agent and the Lenders.

10.8    Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall
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be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or other electronic imaging means (e.g. “pdf”) shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

10.9    Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.10    Integration. This Agreement and the other Loan Documents represent the entire agreement of the Parent REIT, the Borrower, the Agents, the Arrangers and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Arrangers, any Agent or any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

10.11    Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

10.12    Submission To Jurisdiction; Waivers. Each of the Parent REIT and the Borrower hereby irrevocably and unconditionally:

(a)    submits for itself and its Property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the Commercial Division of the Supreme Court of the State of New York sitting in New York County, the courts of the United States of America for the Southern District of New York sitting in New York County, and appellate courts from any thereof;

(b)    consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)    agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Parent REIT or the Borrower, as the case may be at its address set forth in Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d)    agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e)    waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

For avoidance of doubt, nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Lenders or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

10.13    Acknowledgments. Each of the Parent REIT and the Borrower hereby acknowledges that:

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(a)    it has been advised by and consulted with its own legal, accounting, regulatory and tax advisors (to the extent it deemed appropriate) in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b)    none of the Arrangers, any Agent nor any Lender has any fiduciary relationship with or duty to the Parent REIT or the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Arrangers, the Agents and the Lenders, on one hand, and the Parent REIT and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor;

(c)    it is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents;

(d)    no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Arrangers, the Agents and the Lenders or among the Parent REIT, the Borrower and the Lenders; and

(e)    the Agents, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve economic interests that conflict with those of the Parent REIT, the Borrower, and none of the Agents, the Arrangers, nor any Lender has any obligation to disclose any of such interests to the Parent REIT, the Borrower or any of their respective Affiliates.

10.14    Confidentiality. Each of the Agents and the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential, unless the prior written consent of the Borrower is obtained; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (a) to the Arrangers, any Agent, any other Lender or any affiliate of any thereof, (b) to any Participant or Eligible Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (c) to any of its or its respective affiliates’ employees, directors, agents, attorneys, accountants and other professional advisors to the extent necessary in connection with the credit facility evidenced hereby and to the extent such persons are notified of their obligations to keep such non-public information confidential and such persons agree to hold the same in confidence, (d) to any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (e) upon the request or demand of any Governmental Authority purporting to have jurisdiction over it (in which case (except in the case of requests and demands of regulatory authorities and routine audits) the applicable Agent or Lender shall give written notice thereof to the extent permitted by applicable law), (f) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (g) in connection with any litigation or similar proceeding (including in order to establish a due diligence defense) (in which case the applicable Agent or Lender shall give written notice thereof to the extent permitted by applicable law), (h) that has been publicly disclosed other than in breach of this Section or any other confidentiality obligation known to such Agent or Lender, (i) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (j) in connection with the exercise of any remedy hereunder or under any other Loan Document. In addition, the Administrative Agent and the Lenders may disclose to market data collectors, similar service providers to the lending industry and service providers to the Agents or any Lender, the existence of this Agreement and information about this Agreement routinely provided to such service providers, in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

10.51    Release of Guarantee Obligations. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower (i) in connection with any Disposition of Property permitted by the Loan Documents, the Administrative Agent shall take such actions as shall be required to release any guarantee obligations under any Loan Document of any Person being Disposed of in such Disposition, to the extent necessary to permit consummation of such
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Disposition in a transaction permitted by the Loan Documents or (ii) at any time that the Parent REIT has an Investment Grade Rating, to release any Subsidiary Guarantor that is an Excluded Subsidiary from its guarantee obligations under the Loan Documents, the Administrative Agent shall take such actions as shall be required to release such guarantee obligation.

(b)    Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any incurrence of Indebtedness permitted by Section 7.2, the Administrative Agent shall (without notice to, or vote or consent of, any Lender) take such actions as shall be required to release any guarantee obligations under any Loan Document of the Person incurring such Indebtedness, to the extent necessary to permit the incurrence of such Indebtedness (and the granting of Liens to secure such Indebtedness) in accordance with the Loan Documents, provided that, the Borrower shall deliver to the Administrative Agent a pro forma Compliance Certificate (i) certifying that, immediately prior to and after giving effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing and (ii) containing all information and calculations reasonably necessary, and taking into consideration such Indebtedness, for determining pro forma compliance with the provisions of Section 7.1.

(c)    [Intentionally omitted].

(d)    Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations have been paid in full, all Revolving Credit Commitments have terminated or expired and no Letter of Credit shall be outstanding, upon request of the Borrower, the Administrative Agent shall take such actions as shall be required to release all guarantee obligations under any Loan Document. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower, any Guarantor or any substantial part of their respective property, or otherwise, all as though such payment had not been made.

10.16    Waivers of Jury Trial. THE PARENT REIT, THE BORROWER, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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

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

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

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

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

10.18    Effect of Amendment and Restatement of the Existing Credit Agreement. On the Restatement Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. Each Loan Party hereby reaffirms its duties and obligations under each Loan Document to which it is a party. Each reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Existing Credit Agreement as amended and restated hereby. All “Revolving Credit Loans” (under and as defined in the Existing Credit Agreement) which are outstanding on the Restatement Effective Date shall continue as Revolving Credit Loans under this Agreement and the other Loan Documents, and notwithstanding any provisions to the contrary in the Existing Credit Agreement, the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Revolving Credit Lender’s Revolving Extensions of Credit under the Existing Credit Agreement as are necessary in order that each such Revolving Credit Lender’s Revolving Extensions of Credit hereunder reflects such Revolving Credit Lender’s Revolving Credit Percentage of the aggregate Revolving Extensions of Credit on the Restatement Effective Date.

10.19    Keepwell. The Borrower hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Loan Party to honor all of its obligations under the Guarantee Agreement in respect of Specified Hedge Obligations (provided, however, that the Borrower shall only be liable under this paragraph for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.19 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The Borrower intends that this paragraph constitute, and this paragraph shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

10.20    [Reserved]

10.21    Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge Agreements 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):

(i)    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
130


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.

(ii)    As used in this Section 10.21, the following terms have the following meanings:

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

Covered Entity”: any of the following:

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

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

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

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

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

[Signature pages intentionally omitted]


131


Annex A
Commitments


LenderTerm Loan CommitmentRevolving Credit CommitmentL/C Commitment
Wells Fargo Bank, National Association--$75,000,000$5,000,000
Bank of America, N.A.$42,000,000$75,000,000$5,000,000
Truist Bank$31,000,000$55,000,000--
Barclays Bank PLC$10,000,000$45,000,000--
Citibank, N.A.$22,000,000$45,000,000--
Capital One, National Association$32,500,000$45,000,000--
TD Bank, N.A.--$45,000,000--
The Huntington National Bank--$45,000,000--
Bank of Montreal--$45,000,000--
Mizuho Bank, LTD.$32,500,000$45,000,000--
Goldman Sachs Bank USA$10,000,000$37,500,000--
Citizens Bank, N.A.$10,000,00$37,500,000--
Associated Bank, National Association--$5,000,000--
Royal Bank of Canada$10,000,000----
Total Commitments$200,000,000$600,000,000$10,000,000





132


Schedule 7.18
Existing Ground Leases


A. 817 First Colonial Road, Virginia Beach, Virginia, 23451

B. 4804 West Plano Parkway, Plano, Texas, 75093

C. 328 West 16th Street, Yuma, Arizona 85364

D. 1189 North Garland Avenue, Fayetteville, Arkansas 72703

E. 304 Hartford Turnpike, Vernon, Connecticut, 06066-4719

F. 54 N Groesbeck Hwy, Mount Clemens, MI, 48043-5427

G. 11274 McCombs Street, El Paso, Texas 79934

H. 528 South Broadway, Salem, New Hampshire, 03079

I. 1615 E. Churchville Road, Bel Air, Maryland 21015

J. 2718 East Third Street, Bloomington, Indiana 47401

133


EXHIBIT B

Exhibit K to Amended Credit Agreement


134


EXHIBIT K

FORM OF DISBURSEMENT INSTRUCTION AGREEMENT

Borrower: ESSENTIAL PROPERTIES, L.P.

Administrative Agent: Wells Fargo Bank, National Association


Loan: Loan number [INSERT LOAN NUMBER] made pursuant to that certain Second Amendment to Amended and Restated Credit Agreement, dated as of [______], 2022 (the “Second Amendment”), which amends that certain Amended and Restated Credit Agreement, dated as of April 12, 2019 (as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of November 22, 2019, the Second Amendment, and as further amended, restated, amended and restated, modified or supplemented, the “Credit Agreement”), among Borrower, ESSENTIAL PROPERTIES REALTY TRUST, INC. (the “Parent REIT”), Administrative Agent and Lender


Effective Date: _____________, 20_


Check applicable box:

New – This is the first Disbursement Instruction Agreement submitted in connection with the Loan.
Replace Previous Agreement – This is a replacement Disbursement Instruction Agreement. All prior instructions submitted in connection with this Loan are cancelled as of the Effective Date set forth above


This Disbursement Instruction Agreement (this “Agreement”) must be signed by Borrower and is used for the following purposes:

a.to designate an individual or individuals with authority to request disbursements of Loan proceeds, whether at the time of Loan closing/origination or thereafter;
b.to designate an individual or individuals with authority to request disbursements of funds from Restricted Accounts (as defined in the Terms and Conditions attached to this Agreement), if applicable; and
c.to provide Administrative Agent with specific instructions for wiring or transferring funds on Borrower’s behalf.

Any of the disbursements, wires or transfers described above are referred to herein as a “Disbursement.”

Specific dollar amounts for Disbursements must be provided to Administrative Agent at the time of the applicable Disbursement in the form of a signed closing statement, an email instruction or other written communication (each, a “Disbursement Request”) from an applicable Authorized Representative (as defined in the Terms and Conditions attached to this Agreement).

A new Disbursement Instruction Agreement must be completed and signed by the Borrower if (i) all or any portion of a Disbursement is to be transferred to an account or an entity not described in this Agreement or (ii) Borrower wishes to add or remove any Authorized Representatives.

See the Additional Terms and Conditions attached hereto for additional information and for definitions of certain capitalized terms used in this Agreement.



135


Disbursement of Loan Proceeds at Origination/Closing

Closing Disbursement Authorizers: Administrative Agent is authorized to accept one or more Disbursement Requests from any of the individuals named below (each, a “Closing Disbursement Authorizer”) to disburse Loan proceeds on or about the date of the Loan origination/closing and to initiate Disbursements in connection therewith (each, a “Closing Disbursement”)

Individual’s NameTitle
1
2
3

Describe Restrictions, if any, on the authority of the Closing Disbursement Authorizers (dollar amount limits, wire/deposit destinations, etc.):
DESCRIBE APPLICABLE RESTRICTIONS OR INDICATE “N/A”
If there are no restrictions described here, any Closing Disbursement Authorizer may submit a Disbursement Request for all available Loan proceeds.



Permitted Wire Transfers: Disbursement Requests for the Closing Disbursement(s) to be made by wire transfer must specify the amount and applicable Receiving Party. Each Receiving Party included in any such Disbursement Request must be listed below. Administrative Agent is authorized to use the wire instructions that have been provided directly to Administrative Agent by the Receiving Party or Borrower and attached as the Closing Exhibit. All wire instructions must be in the format specified on the Closing Exhi

Names of Receiving Parties for the Closing Disbursement(s) (may include as many parties as needed; wire instructions for each Receiving Party must be attached as the Closing Exhibit)
1
2
3


DELETE FOLLOWING SECTION IF NO DEPOSITS INTO WFB ACCOUNTS AT ORIGINATION/CLOSING

Direct Deposit: Disbursement Requests for the Closing Disbursement(s) to be deposited into an account at Wells Fargo Bank, N.A. must specify the amount and applicable account. Each account included in any such Disbursement Request must be listed belo

Name on Deposit Account:
Wells Fargo Bank, N.A. Deposit Account Number:
Further Credit Information/Instructions:






136


Disbursements of Loan Proceeds Subsequent to Loan Closing/Origination

Subsequent Disbursement Authorizers: Administrative Agent is authorized to accept one or more Disbursement Requests from any of the individuals named below (each, a “Subsequent Disbursement Authorizer”) to disburse Loan proceeds after the date of the Loan origination/closing and to initiate Disbursements in connection therewith (each, a “Subsequent Disbursement”)

Individual’s NameTitle
1
2
3

Describe Restrictions, if any, on the authority of the Subsequent Disbursement Authorizers (dollar amount limits, wire/deposit destinations, etc.):
DESCRIBE APPLICABLE RESTRICTIONS OR INDICATE “N/A”
If there are no restrictions described here, any Subsequent Disbursement Authorizer may submit a Disbursement Request for all available Loan proceeds.

DELETE FOLLOWING SECTION IF NO SUBSEQUENT WIRE TRANSFERS ANTICIPATED

Permitted Wire Transfers: Disbursement Requests for Subsequent Disbursements to be made by wire transfer must specify the amount and applicable Receiving Party. Each Receiving Party included in any such Disbursement Request must be listed below. Administrative Agent is authorized to use the wire instructions that have been provided directly to Administrative Agent by the Receiving Party or Borrower and attached as the Subsequent Disbursement Exhibit. All wire instructions must be in the format specified on the Subsequent Disbursement Exhib

Names of Receiving Parties for Subsequent Disbursements (may include as many parties as needed; wire instructions for each Receiving Party must be attached as the Subsequent Disbursement Exhibit)
1
2
3

DELETE FOLLOWING SECTION IF NO SUBSEQUENT DEPOSITS INTO WFB ACCOUNTS ANTICIPATED

Direct Deposit: Disbursement Requests for Subsequent Disbursements to be deposited into an account at Wells Fargo Bank, N.A. must specify the amount and applicable account. Each account included in any such Disbursement Request must be listed below

Name on Deposit Account:
Wells Fargo Bank, N.A. Deposit Account Number:
Further Credit Information/Instructions:


137


Borrower acknowledges that all of the information in this Agreement is correct and agrees to the terms and conditions set forth herein and in the Additional Terms and Conditions on the following page.

ESSENTIAL PROPERTIES, L.P.


By:______________________________

Name:___________________________

Title:____________________________



138


Additional Terms and Conditions to the Disbursement Instruction Agreement

Definitions. The following capitalized terms shall have the meanings set forth below:

“Authorized Representative” means any or all of the Closing Disbursement Authorizers, Subsequent Disbursement Authorizers and Restricted Account Disbursement Authorizers, as applicable.
“Receiving Bank” means the financial institution where a Receiving Party maintains its account.
“Receiving Party” means the ultimate recipient of funds pursuant to a Disbursement Request.
“Restricted Account” means an account at Wells Fargo Bank, N.A. associated with the Loan to which Borrower’s access is restricted.

Capitalized terms used in these Additional Terms and Conditions to Disbursement Instruction Agreement and not otherwise defined herein shall have the meanings given to such terms in the body of the Agreement.

Disbursement Requests. Except as expressly provided in the Credit Agreement, Administrative Agent must receive Disbursement Requests in writing. Disbursement Requests will only be accepted from the applicable Authorized Representatives designated in the Disbursement Instruction Agreement. Disbursement Requests will be processed subject to satisfactory completion of Administrative Agent’s customer verification procedures. Administrative Agent is only responsible for making a good faith effort to execute each Disbursement Request and may use agents of its choice to execute Disbursement Requests. Funds disbursed pursuant to a Disbursement Request may be transmitted directly to the Receiving Bank, or indirectly to the Receiving Bank through another bank, government agency, or other third party that Administrative Agent considers to be reasonable. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each Disbursement will be made. Administrative Agent may delay or refuse to accept a Disbursement Request if the Disbursement would: (i) violate the terms of this Agreement; (ii) require use of a bank unacceptable to Administrative Agent or Lenders or prohibited by government authority; (iii) cause Administrative Agent or Lenders to violate any Federal Reserve or other regulatory risk control program or guideline; or (iv) otherwise cause Administrative Agent or Lenders to violate any applicable law or regulation.

Limitation of Liability. Administrative Agent, Issuing Banks, and Lenders shall not be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s requested Disbursements may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent, Issuing Banks, or any Lender; (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent’s, Issuing Banks’, or any Lender’s control; or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Administrative Agent, Issuing Banks, any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent, Issuing Banks, nor any Lender makes any representations or warranties other than those expressly made in this Agreement. IN NO EVENT WILL ADMINISTRATIVE AGENT, ISSUING BANKS, OR ANY LENDER BE LIABLE FOR DAMAGES ARISING DIRECTLY OR INDIRECTLY IF A DISBURSEMENT REQUEST IS EXECUTED BY ADMINISTRATIVE AGENT IN GOOD FAITH AN IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Reliance on Information Provided. Administrative Agent is authorized to rely on the information provided by Borrower or any Authorized Representative in or in accordance with this Agreement when executing a Disbursement Request until Administrative Agent has received a new Agreement signed by Borrower. Borrower agrees to be bound by any Disbursement Request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Administrative Agent in good faith and in compliance with this Agreement, even if not properly authorized by Borrower. Administrative Agent may rely solely (i) on the account number of the Receiving Party, rather than the Receiving Party’s name, and (ii) on the bank routing number of the Receiving Bank, rather than the Receiving Bank’s name, in executing a Disbursement Request. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower or an Authorized Representative. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfers or requests or takes any actions in an attempt to detect unauthorized Disbursement Requests, Borrower agrees that, no matter how many times Administrative Agent takes these actions, Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, and such actions shall not become any part of the Disbursement procedures authorized herein, in the Loan Documents, or in any agreement between Administrative Agent and Borrower.

International Disbursements. A Disbursement Request expressed in US Dollars will be sent in US Dollars, even if the Receiving Party or Receiving Bank is located outside the United States. Administrative Agent will not execute Disbursement Requests expressed in foreign currency unless permitted by the Credit Agreement.

Errors. Borrower agrees to notify Administrative Agent of any errors in the Disbursement of any funds or of any unauthorized or improperly authorized Disbursement Requests within fourteen (14) days after Administrative Agent’s confirmation to Borrower of such Disbursement.

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so.


139


CLOSING EXHIBIT
WIRE INSTRUCTIONS

ADMINISTRATIVE AGENT TO ATTACH WIRE INSTRUCTIONS FROM RECEIVING PARTIES

All wire instructions must contain the following information:

Transfer/Deposit Funds to (Receiving Party Account Name)
Receiving Party Deposit Account Number
Receiving Bank Name, City and State
Receiving Bank Routing (ABA) Number
Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.)




140


SUBSEQUENT DISBURSEMENT EXHIBIT
WIRE INSTRUCTIONS

ADMINISTRATIVE AGENT TO ATTACH WIRE INSTRUCTIONS FROM RECEIVING PARTIES

All wire instructions must contain the following information:

Transfer/Deposit Funds to (Receiving Party Account Name)
Receiving Party Deposit Account Number
Receiving Bank Name, City and State
Receiving Bank Routing (ABA) Number
Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.)



141

Exhibit 21.1


List of Subsidiaries


Name of SubsidiaryState of Incorporation
Essential Properties, L.P.Delaware
Essential Properties OP G.P., LLCDelaware
SCF TRS LLCDelaware
SCFRC-HW LLCDelaware
SCFRC-HW-V LLCDelaware
SCFRC-HW-G LLCDelaware
SCF RC Funding I LLCDelaware
SCF RC Funding II LLCDelaware
SCF RC Funding III LLCDelaware
SCF RC Funding IV LLCDelaware
SCF Realty Capital Trust LLCDelaware
SCF Realty IFH LLCDelaware
SCF Realty Funding LLCDelaware
SCF Realty Servicing Company LLCDelaware
SCFRC-HW-528 South Broadway-Salem LLCDelaware
SCF RC Funding Canal LLCDelaware
LB Funding I LLCDelaware


Exhibit 22


List of Guarantors and Subsidiary Issuers of Guaranteed Securities

As of December 31, 2021, Essential Properties Realty Trust, Inc., a Maryland corporation, is the guarantor of the following outstanding guaranteed debt securities issued by its subsidiary Essential Properties, L.P., a Delaware limited partnership:

2.950% Senior Notes due 2031

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We have issued our reports dated February 16, 2022, with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report of Essential Properties Realty Trust, Inc. on Form 10-K for the year ended December 31, 2021. We consent to the incorporation by reference of said reports in the Registration Statements of Essential Properties Realty Trust, Inc. on Forms S-3 (File No. 333-232490 and File No. 333-257202) and on Forms S-8 (File No. 333-225837).
/s/ GRANT THORNTON LLP
Jacksonville, Florida
February 16, 2022

Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-3 No. 333-232490) of Essential Properties Realty Trust, Inc.,
(2) Registration Statement (Form S-3 No. 333-257202) of Essential Properties Realty Trust, Inc., and
(3) Registration Statement (Form S-8 No. 333-225837) pertaining to the 2018 Incentive Plan of Essential Properties Realty Trust, Inc.
of our report dated February 23, 2021, with respect to the consolidated financial statements of Essential Properties Realty Trust, Inc. included in this Annual Report (Form 10-K) of Essential Properties Realty Trust, Inc. for the year ended December 31, 2021.
/s/ Ernst & Young LLP
New York, New York
February 16, 2022


Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Peter M. Mavoides, certify that:
(1)I have reviewed this Annual Report on Form 10-K of Essential Properties Realty Trust, Inc.;
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
(5)The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:February 16, 2022By:/s/ Peter M. Mavoides
Peter M. Mavoides
President and Chief Executive Officer
(Principal Executive Officer)


Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark E. Patten, certify that:
(1)I have reviewed this Annual Report on Form 10-K of Essential Properties Realty Trust, Inc.;
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
(5)The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:February 16, 2022By:/s/ Mark E. Patten
   Mark E. Patten
   Executive Vice President, Treasurer and Chief Financial Officer
   (Principal Financial Officer)


Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Essential Properties Realty Trust, Inc. (the “Company”) for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter M. Mavoides, Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for the purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
Date:February 16, 2022By:/s/ Peter M. Mavoides
Peter M. Mavoides
President and Chief Executive Officer
(Principal Executive Officer)

The foregoing certification is being furnished with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and it is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Essential Properties Realty Trust, Inc. (the “Company”) for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark E. Patten, Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for the purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
Date:February 16, 2022By:/s/ Mark E. Patten
Mark E. Patten
Executive Vice President, Treasurer and Chief Financial Officer
(Principal Financial Officer)

The foregoing certification is being furnished with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and it is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.