EX-10.1 4 lmrk-ex101_10.htm EX-10.1 lmrk-ex101_10.htm

Exhibit 10.1

 

Execution Version

 

 

 

 

MANAGEMENT AGREEMENT

 

among

 

LMRK Issuer co III LLC,

 

 

LMRK Propco 3 LLC

 

and

 

LANDMARK INFRASTRUCTURE PARTNERS GP LLC,

as Manager

 

 

Dated as of June 6, 2018

 

 

 

 


 

TABLE OF CONTENTS

Page

 

SECTION 1.

Definitions

1

 

 

 

SECTION 2.

Appointment

3

 

 

 

SECTION 3.

Management Services

3

 

 

 

SECTION 4.

Administrative Services

5

 

 

 

SECTION 5.

Reporting

6

 

 

 

SECTION 6.

Other Services

6

 

 

 

SECTION 7.

Operation Standards

7

 

 

 

SECTION 8.

Authority of Manager

7

 

 

 

SECTION 9.

Operating Account; Receipts

8

 

 

 

SECTION 10.

Operating Budget and CapEx Budget

8

 

 

 

SECTION 11.

Operating Expenses and Capital Expenditures

9

 

 

 

SECTION 12.

Compensation

10

 

 

 

SECTION 13.

Employees

10

 

 

 

SECTION 14.

Books, Records, Inspections and Software

11

 

 

 

SECTION 15.

Insurance Requirements

11

 

 

 

SECTION 16.

Environmental

12

 

 

 

SECTION 17.

Cooperation

12

 

 

 

SECTION 18.

Representations and Warranties of Manager

12

 

 

 

SECTION 19.

Representations and Warranties of the Obligors

15

 

 

 

SECTION 20.

Permitted Activities

16

 

 

 

SECTION 21.

Removal or Substitution of Tenant Site Assets; Additional Asset Entities

16

 

 

 

SECTION 22.

Term of Agreement

17

 

 

 

SECTION 23.

Duties Upon Termination

19

 

 

 

SECTION 24.

[Reserved]

19

 

 

 

SECTION 25.

Indemnities

19

 

 

 

SECTION 26.

Miscellaneous

20

 


i

 

 


 

LIST OF SCHEDULES AND EXHIBITS

 

Schedule I – List of Tenant Site Assets

 

Exhibit A – Initial Budget

 

Exhibit B – Form of Manager Report

 

Exhibit C – Form of Manager Extension Letter

 

 

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MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of June 6, 2018 (the “Effective Date”) by and among LMRK Issuer Co III LLC, a Delaware limited liability company (the “Issuer”), LMRK PropCo 3 LLC, a Delaware limited liability company (the “Original Asset Entity” and,  together with any entity that becomes a party hereto after the date hereof as an “Additional Asset Entity,” the “Asset Entities” and, the Asset Entities and the Issuer, collectively, the “Obligors”) and Landmark Infrastructure Partners GP LLC, a Delaware limited liability company (the “Manager”).

SECTION 1.Definitions.  

(a)Defined Terms.  All capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to them in the Indenture.  As used in this Agreement, the following terms shall have the following meanings:

Actual/360 Basis” shall mean the accrual of interest calculated on the basis of the actual number of days elapsed during the relevant period in a year assumed to consist of 360 days.

Additional Asset Entity” shall have the meaning ascribed to it in the preamble hereto.  

Administrative Services” shall have the meaning specified in Section 4(a).

Agreement” shall mean this Management Agreement, together with all amendments hereof and supplements hereto.

Asset Entities” shall have the meaning ascribed to it in the preamble hereto.

Available Funds” shall have the meaning specified in Section 26(f)(iii).

Backup Manager” shall mean Wilmington Trust, National Association, and its successors and permitted assigns, pursuant to the Backup Management Agreement.

Backup Management Agreement” shall mean the Backup Management Agreement, dated as of the date hereof, by and among the Issuer, the Manager, the Backup Manager and the Indenture Trustee.

Budget” shall mean each of the Operating Budget and the CapEx Budget.

Effective Date” shall have the meaning ascribed to it in the preamble hereto.

Expiration Date” shall mean July 31, 2018, as such date may be extended from time to time pursuant to Section 22(a).

Extension Notice” shall have the meaning specified in Section 22(a).

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Indemnified Party” and “Indemnitor” shall mean the Manager (and its employees, directors, officers, agents, representatives and shareholders) and Obligors, respectively, as to Section 25(a) and shall mean the Obligors and Manager, respectively, as to Section 25(b).

Indenture” shall mean the Indenture, dated as of the date hereof, among the Obligors and Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”).

Information” shall have the meaning specified in Section 26(h).

Management Fee” shall have the meaning specified in Section 12.

Management Services” shall have the meaning specified in Section 3.

Manager” shall have the meaning ascribed to it in the preamble hereto.

Manager Report” shall have the meaning specified in Section 3(e).

Obligors” shall have the meaning ascribed to it in the preamble hereto.

Operating Account” shall have the meaning specified in Section 9(a).

Operation Standards” shall mean the standards for the performance of the Services set forth in Section 7.

Original Asset Entity” shall have the meaning ascribed to it in the preamble hereto.

Other Services” shall have the meaning specified in Section 6(a).

Permitted Activities” shall have the meaning specified in Section 20.

Permitted Investments” shall have the meaning specified in the Cash Management Agreement.

Records” shall have the meaning specified in Section 14.

Services” shall mean, collectively, the Management Services and the Administrative Services.

Servicing Agreement” shall mean the Servicing Agreement, dated as of the date hereof, by and between the Indenture Trustee and Midland Loan Services, a division of PNC Bank, National Association (the “Servicer”).

Sub-Manager” shall have the meaning specified in Section 26(d).

Sub-Management Agreement” shall have the meaning specified in Section 26(d).

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Successor Manager” shall have the meaning specified in Section 26(h).

Term” shall have the meaning specified in Section 22.

(b)Rules of Construction.  Unless the context otherwise requires:

(i)a term has the meaning assigned to it;

(ii)an accounting term not otherwise defined herein and accounting terms partly defined herein, to the extent not defined, shall have the respective meanings given to them under GAAP as in effect from time to time;

(iii)“or” is not exclusive;

(iv)“including” means including without limitation;

(v)words in the singular include the plural and words in the plural include the singular;

(vi)all references to “$” are to United States dollars unless otherwise stated;

(vii)any agreement, instrument or statute defined or referred to in this Agreement or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein;

(viii)references to a Person are also to its permitted successors and assigns; and

(ix)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.

SECTION 2.Appointment.  On the terms and conditions set forth herein, each Obligor hereby engages the Manager to perform the Services as described herein.  The Manager hereby accepts such engagement.  The Manager is an independent contractor, and nothing in this Agreement or in the relationship of any Obligor with the Manager shall constitute a partnership, joint venture or any other similar relationship.

SECTION 3.Management Services.  During the Term, the Manager shall, subject to the terms hereof, perform those functions reasonably necessary to maintain, manage and administer the Tenant Site Assets (collectively, the “Management Services”), all in accordance with the Operation Standards.  Without limiting the generality of the foregoing, the Manager will have the following specific duties in relation to the Tenant Site Assets:

(a)Tenant Site Asset Operations.  The Manager shall monitor and manage each Asset Entity’s property rights associated with the Tenant Site Assets (including negotiating

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renewals of Tenant Leases on behalf of the Asset Entities in the ordinary course of business) and maintaining the Insurance Policies pursuant to Section 15 hereof.  The Manager shall perform on behalf of each Asset Entity any obligation reasonably required of such Asset Entity pursuant to any Tenant Lease, Asset Agreement or other agreement related to the Tenant Site Assets (other than the payment of amounts due from the Asset Entities thereunder, which payments shall be paid out of the Operating Account as provided herein).

(b)Administration of Tenant Leases.  The Manager shall, on behalf of the Asset Entities, (i) maintain a database of the Tenant Leases indicating, for each Tenant Lease, the amount of all payments due from the Tenant thereunder and the dates on which such payments are due, (ii)  invoice all Rents and Receipts due under the Tenant Leases and otherwise with respect to the Tenant Site Assets, in each case to the extent required by such agreements and licenses, and use commercially reasonable efforts to collect all such Receipts and Rents and other amounts due under the Tenant Leases and otherwise, (iii) managing delinquencies and defaults under the Tenant Leases, (iv) perform all services required to be performed by the Asset Entities under the terms of the Tenant Leases and (v) otherwise use commercially reasonable efforts to ensure compliance on the part of the Asset Entities with the terms of the Transaction Documents and each Asset Agreement and Tenant Lease, all in accordance with the Operation Standards.  Each Asset Entity hereby authorizes the Manager to take any action the Manager deems to be necessary or appropriate to enforce the terms of the Transaction Documents and each Asset Agreement and Tenant Lease in accordance with the Operation Standards, including the right to exercise (or not to exercise) any right such Asset Entity may have to collect Rent and other amounts due under the Asset Agreements or Tenant Leases (whether through judicial proceedings or otherwise), to terminate any Tenant Lease, Asset Agreement or to evict any Tenant.  The Manager shall also have the right, in accordance with the Operation Standards, to compromise, settle and otherwise resolve claims and disputes with regard to the Asset Agreements and Tenant Leases.  The Manager may agree to any modification, waiver or amendment of any term of, forgive any payment on, and permit the release of any Tenant on, any Asset Agreement or Tenant Lease pertaining to the Tenant Site Assets as it may determine to be necessary or appropriate in accordance with the Operation Standards.

(c)Compliance with Law, Etc.  The Manager will take such actions within its reasonable control as may be necessary to comply in all material respects with any and all laws, ordinances, orders, rules, regulations, requirements, permits, licenses, certificates of occupancy, statutes and deed restrictions applicable to the Tenant Site Assets.  The cost of complying with this paragraph shall be the responsibility of the Asset Entities, shall be considered an Operating Expense, shall be included in the Operating Budget and shall be payable out of the Operating Account.

(d)Within two (2) Business Days of identification thereof, the Manager shall transfer all amounts deposited into the Lock Box Account and attributable to the Tenant Site Assets (other than Shared Rent, which will be transferred as designated by the Manager, in the amounts identified by the Manager as Shared Rent, to the applicable party entitled thereto) to the Collection Account.

(e)On the day that is four (4) Business Days prior to each Payment Date, the Manager shall furnish to the Issuer, the Servicer, the Indenture Trustee and the Backup Manager

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a report (the “Manager Report”) in substantially the form attached as Exhibit B with respect to the periods specified therein.  In addition, the Manager shall provide to the Servicer an updated Tenant Lease database no less frequently than every six (6) months.  The Manager shall, upon request, furnish such additional information pertaining to the Tenant Site Assets as each Rating Agency may reasonably request in writing, to the extent in the possession of the Manager or available to the Manager without undue burden or expense.  The Manager shall, upon request in writing, furnish such additional information to the Servicer as the Servicer deems reasonably necessary to perform its duties under the Servicing Agreement, to the extent in the possession of the Manager or available to the Manager without undue burden or expense.

SECTION 4.Administrative Services.  

(a)During the Term of this Agreement, the Manager shall, subject to the terms hereof, provide to each Obligor the following administrative services in accordance with the Operation Standards (collectively, the “Administrative Services”):

(i)clerical, bookkeeping and accounting services, including maintenance of general records of the Obligors, as necessary or appropriate in light of the nature of the Obligors’ business and the requirements of the Indenture and the other Transaction Documents;

(ii)maintain accurate books of account and records of the transactions of each Obligor, render statements or copies thereof from time to time as reasonably requested by such Obligor;

(iii)prepare and file, or cause to be prepared and filed, all franchise, withholding, income and other tax returns of such Obligor required to be filed by it and arrange for any taxes owing by such Obligor to be paid to the appropriate authorities out of funds of such Obligor available for such purpose, all on a timely basis and in accordance with applicable law, rules or regulations;

(iv)administer such Obligor’s performance under the Indenture and the other Transaction Documents, including (A) preparing and delivering (or causing to be prepared and delivered) on behalf of such Obligor such Opinions of Counsel, Officers’ Certificates, reports, notices and other documents as are required under such Indenture and the other Transaction Documents and (B) holding, maintaining and preserving such Indenture and the other Transaction Documents and books and records relating to such Indenture and the other Transaction Documents and the transactions contemplated or funded thereby, and making such books and records available for inspection in accordance with the terms of such Indenture and the other Transaction Documents;

(v)take all actions on behalf of such Obligor as may be necessary or appropriate in order for such Obligor to remain duly organized and qualified to carry out its business under applicable law, rules or regulations, including making all necessary or appropriate filings with federal, state and local authorities under corporate and other applicable statutes; and

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(vi)manage all litigation instituted by or against such Obligor, including retaining on behalf of and for the account of such Obligor legal counsel to perform such services as may be necessary or appropriate in connection therewith and negotiating any settlements to be entered into in connection therewith; provided that, with respect to any such litigation that refers to any property interest of the Indenture Trustee, on behalf of the Noteholders, in litigation papers accompanying a summons as a result of the conveyance by an Asset Entity to the Indenture Trustee, the Manager shall act on behalf of the Indenture Trustee to manage such litigation and shall promptly advise the Indenture Trustee and the Servicer, what action, if any, the Manager is taking, or intends to take, in connection therewith; provided, further, the Manager shall answer and appear on the Indenture Trustee’s behalf, but in no event shall the Manager accept a default judgment to the extent the related proceeding asserts any personal or institutional claims against the Indenture Trustee without the consent of the Indenture Trustee; provided, further, that, during a Special Servicing Period, the Servicer shall be entitled to assume the rights and obligations of the Manager pursuant to this clause (vi).  

(b)The Obligors acknowledge that, for tax purposes, the Manager will allocate the value of its services among the Obligors on a basis determined by the Manager in its reasonable discretion and the Obligors agree to be bound by such allocation and to file any required tax returns on a basis consistent with such allocation.

SECTION 5.Reporting.  The Manager shall maintain full and accurate books of accounts and other records reflecting the results of the operations of the Tenant Site Assets on a consolidated basis and shall deliver to the Indenture Trustee and the Servicer (in a form reasonably satisfactory to the Servicer) within forty-five (45) days after the end of each calendar month, commencing with the month of July, reports of Operating Expenses (presented on a monthly and year to date basis).

SECTION 6.Other Services.  

(a)The Manager may, subject to Section 6(b) below, provide to each Asset Entity marketing and leasing services in accordance with the Operation Standards (collectively, the “Other Services”).  Such services may include marketing of Site Space, conducting diligence on potential new tenants and procuring Tenant Leases with third party customers for the Tenant Site Assets, including locating potential Tenants, negotiating Tenant Leases with such Tenants and executing or brokering Tenant Leases as agent and attorney-in-fact for the Asset Entities (including renewals, expansions, equipment changes, rental abatements, relocations, maintenance agreements, terminations and extensions of such Tenant Leases).  To the extent that the Manager agrees to provide such services, the Manager shall have complete authority to negotiate all of the terms of each Tenant Lease, both economic and non-economic, as well as complete authority to negotiate and execute amendments and other modifications thereto in the name of or on behalf of the Asset Entities; provided, however, that the terms of any Tenant Lease or amendment or modification thereof shall be on commercially reasonable terms and in accordance with the Operation Standards.  Notwithstanding the absence of an agreement to provide such services, the Asset Entities specifically authorize the Manager to develop, operate and maintain marketing materials, including an internet website, pursuant to which the Tenant Site Assets may be marketed as an integrated network (including other telecommunication

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facilities owned or operated by the Manager or its Affiliates other than the Asset Entities), recognizing that such marketing efforts may not identify the particular Asset Entity related to a particular Tenant Site Asset.

(b)Any provision of Other Services to the Asset Entities by the Manager shall be subject to an additional agreement between the Manager and the Obligors, pursuant to which the Obligors shall agree to provide additional compensation to the Manager; provided that the obligation to pay any such additional compensation shall be limited to, and payable only from and to the extent of, funds otherwise available to the Obligors in accordance with Section 5.01(a)(xiv) of the Indenture.

SECTION 7.Operation Standards.  The Manager shall perform the Services in accordance with and subject to the terms of the Indenture and the other Transaction Documents, the Tenant Leases, the Asset Agreements and applicable law, rules or regulations and, to the extent consistent with the foregoing, (i) using the same degree of care, skill, prudence and diligence that the Manager employed in the management of Tenant Site Assets prior to the date hereof and, to the extent applicable, that the Manager uses for other similar assets it manages and (ii) with the objective of timely collections of Rents under the Tenant Leases.  The Manager hereby acknowledges that it has received a copy of the Indenture and the other Transaction Documents and agrees not to take any action or fail to take any action within its control that would cause the Obligors to be in default thereunder.  The services performed in relation to the Tenant Site Assets shall be of a scope and quality not less than those generally performed by professional managers performing services consistent with those required of the Manager under this Agreement for assets similar in type and quality to the Tenant Site Assets that are located in the same geographical market areas as the Tenant Site Assets.

SECTION 8.Authority of Manager.  During the Term, the parties recognize that the Manager will be acting as the exclusive agent of the Obligors with regard to the Services described herein.  Each Asset Entity hereby grants to the Manager the exclusive right and authority, and hereby appoints the Manager as its true and lawful attorney‑in‑fact, with full authority in the place and stead of such Asset Entity and in the name of such Asset Entity, to negotiate, execute, implement, amend or terminate, as circumstances dictate, for and on behalf of such Asset Entity, any and all Tenant Leases, Asset Agreements, contracts, permits, licenses, registrations, approvals, amendments and other instruments, documents and agreements as the Manager deems necessary or advisable in accordance with the Operation Standards.  The Manager will also have the authority to enforce, terminate and compromise disputes under all Tenant Leases, Asset Agreements and all other agreements and documents, as the Manager deems necessary and desirable.  In addition, the Manager will have full discretion in determining (subject to the Operation Standards and subject to the limitations set forth in Section 4(a)(vi)) whether to commence litigation on behalf of an Asset Entity, and will have full authority to act on behalf of each Asset Entity in any litigation proceedings or settlement discussions commenced by or against any Asset Entity.  Each Asset Entity shall promptly execute such other or further documents as the Manager may from time to time reasonably request to more completely effect or evidence the authority of the Manager hereunder, including the delivery of such powers of attorney (or other similar authorizations) as the Manager may reasonably request to enable it to carry out the Services hereunder.

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SECTION 9.Operating Account; Receipts.

(a)Operating Account.  On or prior to the Effective Date, the Manager shall establish, and at all times during the Term of this Agreement shall maintain, one or more operating bank accounts in the name of an Obligor or on behalf of one or more Asset Entities (such account or accounts being the “Operating Account”).  The Asset Entities shall deposit or cause to be deposited funds received in accordance with Sections 5.01(a)(v) and 5.01(a)(vii) of the Indenture into the Operating Account for the payment of Capital Expenditures and Operating Expenses (other than Impositions and Insurance Premiums that are to be paid from (and to the extent of) available cash on deposit in the Impositions and Insurance Reserve Account pursuant to the Indenture) in accordance with the amounts and timing set forth in the Budget.  At all times during the Term of this Agreement the Manager shall have full access to the Operating Account for the purposes set forth herein, and all checks or disbursements from the Operating Account will require only the signature of the Manager.  Funds may be withdrawn by the Manager from the Operating Account only (i) to pay Operating Expenses and Capital Expenditures in accordance with the terms hereof, (ii) to withdraw amounts deposited in error and (iii) if the Manager determines, in accordance with the Operation Standards, that the amount on deposit in the Operating Account exceeds the amount required to pay the Operating Expenses and Capital Expenditures as the same become due and payable, to make such other distributions as the Issuer may direct.  The Manager may direct any institution maintaining the Operating Account to invest the funds held therein in one or more Permitted Investments as the Manager may select in its discretion.  All interest and investment income realized on funds deposited therein shall be deposited to the Operating Account.

(b)Receipts.  The Manager shall cause all Receipts to be deposited directly into the applicable Lock Box Account as required by the Indenture and the other Transaction Documents.  The Manager acknowledges that the Obligors are obligated under the Transaction Documents to direct all Tenants and other Persons obligated to pay any Rents and Receipts directly to the applicable Lock Box Account for deposit into the Collection Account.  The Manager agrees to comply (and to cooperate with the Asset Entities in complying) with such requirements and directions, and the Manager agrees to give no direction to any Tenant or other Person in contravention of such requirements or directions, nor otherwise to cause any Rents or Receipts to be paid to the Asset Entities, the Manager or any other Person, whether at the direction of the Asset Entities or otherwise.  In the event the Manager shall for any reason receive any Receipts, the Manager shall deposit the same within four (4) Business Days of identification of such amounts into the applicable Lock Box Account.  The Manager hereby disclaims any and all interests in each of the Accounts and in any of the Receipts.  Upon written notice from the Indenture Trustee or the Servicer that an Event of Default has occurred under the Indenture or the other Transaction Documents, the Manager agrees to apply Receipts as instructed by the Servicer.

SECTION 10.Operating Budget and CapEx Budget.  Contemporaneously with the execution and delivery of this Agreement, the Manager and the Obligors have agreed on an initial Operating Budget and CapEx Budget for the period beginning on April 15, 2018 through the end of calendar year 2018, copies of which are attached as Exhibit A.  On or before each January, commencing in 2019, the Manager shall deliver to the Issuer and the Servicer (and if so requested by the Indenture Trustee promptly upon the Indenture Trustee’s request) an Operating

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Budget and CapEx Budget for the following calendar year (in each case presented on a monthly and annual basis).  The Operating Budget shall identify and set forth the Manager’s reasonable estimate of all Operating Expenses on a line-item basis consistent with the form of Operating Budget attached as Exhibit A subject to the limitations set forth in Section 7.02(b) of the Indenture.  Each of the parties hereto acknowledges and agrees that the Operating Budget and the CapEx Budget represent estimates only, and that actual Operating Expenses and Capital Expenditures may vary from those set forth in the applicable Budget.  In the event the Manager determines, in accordance with the Operation Standards, that the actual Operating Expenses or Capital Expenditures for any year will materially differ from those set forth in the applicable Budget for such year, the Manager may, subject to the Indenture and the other Transaction Documents, modify or supplement such Budget in its discretion to reflect such differences.  

SECTION 11.Operating Expenses and Capital Expenditures.  

(a)The Manager is hereby authorized to incur Operating Expenses and to make Capital Expenditures on behalf of the Asset Entities, the necessity, nature and amount of which may be determined in the Manager’s discretion in accordance with the Operation Standards.  The Manager shall use commercially reasonable efforts to incur Operating Expenses and to make Capital Expenditures within the limits prescribed by the Budgets; provided that the Manager may at any time incur Operating Expenses and make Capital Expenditures in amounts that exceed the Operating Expenses or Capital Expenditures, as the case may be, specified in the applicable Budget if and to the extent that the Manager determines in accordance with the Operation Standards that it is necessary or advisable to do so.

(b)The Manager shall maintain accurate records with respect to each Tenant Site Asset reflecting the status of real estate and personal property taxes for Fee Sites, Insurance Premiums and other Operating Expenses payable in respect thereof and shall furnish to the Issuer and the Servicer from time to time such information regarding the payment status of such items as the Issuer or the Servicer may from time to time reasonably request.  The Manager shall arrange for the payment of all such real estate and personal property taxes, Insurance Premiums and other Operating Expenses payable by the Asset Entities as the same become due and payable out of funds available for that purpose in the Impositions and Insurance Reserve Account (in the manner contemplated by Section 4.03 of the Indenture) or the Operating Account, as applicable.  All Operating Expenses will be funded through the Impositions and Insurance Reserve Account or the Operating Account, as applicable, and the Manager shall have no obligation to subsidize, incur, or authorize any Operating Expense that cannot, or will not, be paid by or through the Impositions and Insurance Reserve Account or the Operating Account.  If the Manager determines that the funds on deposit in the Impositions and Insurance Reserve Account and the Operating Account are not sufficient to pay all Operating Expenses related to the Tenant Site Assets as the same shall become due and payable, the Manager shall notify the Issuer, the Servicer and the Indenture Trustee of the amount of such deficiency and, subject to the applicable provisions of the Indenture and other Transaction Documents, the Obligors shall deposit the amount of such deficiency therein as soon as practicable.  In the event of any such deficiency, the Manager may, in its sole discretion and in accordance with the Indenture, elect to pay such Operating Expenses out of its own funds, but shall have no obligation to do so.  The Obligors, jointly and severally, shall be obligated to pay or reimburse the Manager for all such Operating Expenses paid by the Manager out of its own funds together with interest thereon at

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the Prime Rate (as such terms is defined in the Servicing Agreement) on an Actual/360 Basis, payable as an Additional Issuer Expense in accordance with Section 5.01(a)(iii) of the Indenture, and such reimbursement obligation shall survive the expiration of the termination of this Agreement.

SECTION 12.Compensation.  In consideration of the Manager’s agreement to perform the Services during the Term hereof, the Obligors hereby jointly and severally agree to pay to the Manager a fee (the “Management Fee”), for each Collection Period, equal to 1.5% of the Operating Revenues of the Obligors for such Collection Period.  Such fee in respect of each Collection Period shall be payable to the Manager by the Indenture Trustee, solely from the Collection Account (subject to the availability of funds for such purpose in accordance with Section 5.01(a)(vi) of the Indenture) on each Payment Date.  On the day that is three (3) Business Days prior to each Payment Date, the Manager shall report to the Obligors and the Servicer the Management Fee then due and payable based on the information regarding Operating Revenues for the immediately preceding Collection Period then available to it.  If the Manager subsequently determines that the Management Fee so paid to it for any Collection Period was less than what should have been paid (based on a re‑computation of the Operating Revenues for such Collection Period), then the Management Fee for the next Collection Period shall be increased by the amount of the underpayment.  If the Manager subsequently determines that the Management Fee so paid to it for any Collection Period was higher than what should have been paid (based on a re‑computation of the Operating Revenues for such Collection Period), then the Management Fee for the next Collection Period shall be reduced by the amount of the overpayment.  Upon the expiration or earlier termination of this Agreement as set forth in Section 22, the Manager shall be entitled to receive, on the next succeeding Payment Date, the portion of the Management Fee which was earned by the Manager through the effective date of such expiration or termination (such earned portion being equal to the product of (a) the total Management Fee that would have been payable for the Collection Period in which such expiration or termination occurred had this Agreement remained in effect and (b) a fraction, the numerator of which is the number of days in such month through the effective date of such expiration or termination and the denominator of which is the total number of days in such month).  Notwithstanding anything to the contrary in this Section 12, the Management Fee for the first Payment Date following the Closing Date shall be based on Operating Revenues for the period beginning on the Closing Date and ending on the last day of the initial Collection Period.  The Manager shall be entitled to no other fees or payments from the Obligors as a result of the termination or expiration of this Agreement in accordance with the terms hereof.  None of the expenses necessary to the performance of the Manager’s duties (other than Operating Expenses, Capital Expenditures, the indemnities described in Section 24 and the Other Services described in Section 6) will be paid by the Obligors.

SECTION 13.Employees.  The Manager shall employ, supervise and pay (or contract with a third-party, including an Affiliate of the Manager, to provide, supervise and pay) at all times a sufficient number of capable employees as may be necessary for the Manager to perform the Services hereunder in accordance with the Operation Standards.  All employees of the Manager will be employed at the sole cost of the Manager.  All matters pertaining to the employment, supervision, compensation, promotion and discharge of such employees are the sole responsibility of the Manager, who is, in all respects, the employer of such employees.  To the extent the Manager, its designee, or any subcontractor negotiates with any union lawfully

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entitled to represent any such employees, it shall do so in its own name and shall execute any collective bargaining agreements or labor contracts resulting therefrom in its own name and not as an agent for any Obligor.  The Manager shall comply in all material respects with all applicable laws and regulations related to workers’ compensation, social security, ERISA, unemployment insurance, hours of labor, wages, working conditions and other employer-employee related subjects.  The Manager is independently engaged in the business of performing management and operation services as an independent contractor.  All employment arrangements in connection with the Manager’s performance of the Services hereunder are therefore solely the Manager’s concern and responsibility, and the Obligors shall have no liability with respect thereto.

SECTION 14.Books, Records, Inspections and Software.  The Manager shall, on behalf of the Obligors, keep (or cause to be kept) such materially accurate and complete books and other records pertaining to the Tenant Site Assets and the Services as may be necessary or appropriate under the Operation Standards. Such books and records shall include all Tenant Leases, Asset Agreements, corporate records, monthly summaries of all accounts receivable and accounts payable, maintenance records, Insurance Policies, receipted bills and vouchers (including tax receipts, vouchers and invoices) and other documents and papers pertaining to the Tenant Site Assets.  All such books and records (“Records”) shall be kept in an organized fashion and in a secure location.  During the Term, the Manager shall afford to the Obligors, the Servicer, the Indenture Trustee and the Backup Manager reasonable access to any Records relating to the Tenant Site Assets and the Services within its control, except to the extent it is prohibited from doing so by applicable law or the terms of any applicable obligation of confidentiality or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Obligors.  Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Manager designated by it.  The Manager will provide to the Backup Manager such licenses for software and access to the Manager’s computers as the Backup Manager shall reasonably require for the performance of its duties hereunder and under the Backup Management Agreement.

SECTION 15.Insurance Requirements.  The Manager shall maintain (or cause to be maintained), on behalf of the Obligors, all Insurance Policies required to be maintained by the Obligors pursuant to the Indenture and other Transaction Documents and such other Insurance Policies as the Manager shall determine to be necessary or appropriate in accordance with the Operation Standards.  The Manager shall prepare and present, on behalf of the Obligors, claims under any such insurance policy in a timely fashion in accordance with the terms of such policy.  Any payments on such policies shall be made to the Manager as agent of and for the account of the Obligors (and on behalf of the Obligors, for the benefit of and to be held in trust for the Indenture Trustee to the extent provided in the Indenture), except as otherwise required by the Indenture and other Transaction Documents.  All such payments shall be applied in accordance with the Indenture and the other Transaction Documents or, if the Indenture and the other Transaction Documents do not specify an application, shall be deposited into the Operating Account.  The Manager shall provide to the Indenture Trustee and the Servicer on behalf of the Obligors such evidence of insurance and payments of the premiums thereof required pursuant to the Obligors’ obligations under Section 7.05 of the Indenture.

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SECTION 16.Environmental.  

(a)The Obligors hereby represent and warrant as to each Tenant Site Asset that none of the Obligors have Knowledge of any material violations of Environmental Laws at the related Tenant Site.

(b)The Manager shall not consent to the installation, use or incorporation into the Tenant Site Assets of any Hazardous Materials in violation of applicable Environmental Laws and shall not consent to the discharge, dispersion, release, storage, treatment, generation or disposal of any pollutants or toxic or Hazardous Materials in material violation of Environmental Law and covenants and agrees to take reasonable steps to comply in all material respects with the Environmental Laws.

(c)The Manager covenants and agrees (i) that it shall advise the Issuer, the Indenture Trustee, the Servicer and the Backup Manager in writing of each notice of any material violation of Environmental Law of which the Manager has Knowledge, promptly after the Manager obtains Knowledge thereof and (ii) to deliver promptly to the Issuer, the Indenture Trustee, the Servicer and the Backup Manager copies of all communications from any federal, state and local governmental authorities received by the Manager concerning any such violation and Hazardous Material on, at or about the Tenant Site Assets.

SECTION 17.Cooperation.  Each Obligor and the Manager shall cooperate with the other parties hereto in connection with the performance of any responsibility required hereunder, under the Transaction Documents, or otherwise related to the Tenant Site Assets or the Services.  In the case of the Obligors, such cooperation shall include (i) executing such documents or performing such acts as may be required to protect, preserve, enhance, or maintain the Tenant Site Assets or the Operating Account, (ii) executing such documents as may be reasonably required to accommodate a Tenant or its installations, (iii) furnishing to the Manager, on or prior to the Effective Date, all keys, key cards or access codes required in order to obtain access to the Tenant Site Assets, (iv) furnishing to the Manager, on or prior to the Effective Date, all books, records, files, abstracts, contracts, Tenant Leases, Asset Agreements, materials and supplies, Budgets and other Records relating to the Tenant Site Assets or the performance of the Services and (v) providing to the Manager such other information as the Manager considers reasonably necessary for the effective performance of the Services.  In the case of the Manager, such cooperation shall include cooperating with the Indenture Trustee, the Servicer, the Backup Manager, potential purchasers of any of the Tenant Site Assets, appraisers, sellers of sites or related Tenant Site Assets, auditors and their respective agents and representatives, with the view that such parties shall be able to perform their duties efficiently and without interference.

SECTION 18.Representations and Warranties of Manager.  The initial Manager makes the following representations and warranties to the Obligors all of which shall survive the execution, delivery, performance or termination of this Agreement:

(a)The Manager is a limited liability company, validly existing and in good standing under the laws of the State of Delaware.

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(b)The Manager’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Manager’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound.

(c)The Manager has the full power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

(d)Each Transaction Document to which the Manager is a party, assuming the due authorization, execution and delivery of such Transaction Document by each of the other parties thereto, constitutes a valid, legal and binding obligation of the Manager, enforceable against the Manager in accordance with the terms thereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

(e)The Manager is not in violation of, and its execution and delivery of, performance under and compliance with each of the Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Manager’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Manager to perform its obligations under the Transaction Documents to which it is a party or the financial condition of the Manager.

(f)No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Manager of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained.

(g)No litigation is pending or, to the Manager’s Knowledge, threatened against the Manager that, if determined adversely to the Manager, would prohibit the Manager from entering into any of the Transaction Documents to which it is a party, or that, in the Manager’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Manager to perform its obligations under the Transaction Documents to which it is a party or the financial condition of the Manager.

(h)The Manager is not (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”) (ii) an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that target of comprehensive OFAC sanctions, or (iii) otherwise blocked, or subject to comprehensive sanctions under other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, the International

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Emergency Economic Powers Act, the Comprehensive Iran Sanctions, Accountability and Divestment Act or any similar law or regulation with respect to Iran or any economic sanctions regulations administered and enforced by the United States or any enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (i), clause (ii) or clause (iii), a “Blocked Person”).  The Manager has not been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

(i)The Manager (i) has not been found in violation of, charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any other United States law or regulation governing such activities (collectively, “Anti-Money Laundering Laws”) or any U.S. Economic Sanctions violations, (ii) is not, to the actual knowledge of the Manager, under investigation by any Governmental Authority for possible violation of Anti-Money Laundering Laws or any U.S. Economic Sanctions violations, (iii) has not been assessed civil penalties under any Anti-Money Laundering Laws or any U.S. Economic Sanctions, or (iv) has not had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

(j)In the past five, years, the Manager (i) has not been charged with, or convicted of bribery or any other anti-corruption related offense under any applicable law or regulation in a U.S. or any non-U.S. country or jurisdiction, including but not limited to, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 (collectively, “Applicable Anti-Corruption Laws”), (ii) to the actual knowledge of the Manager, is not under investigation by any U.S. or non-U.S. Governmental Authority for possible violation of Applicable Anti-Corruption Laws, and (iii) has not been assessed civil or criminal penalties under any Applicable Anti-Corruption Laws.

(k)To the actual knowledge of the Manager, the Manager has not, within the last five years, directly or indirectly offered, promised, given, paid, authorized, solicited, accepted, or received anything of value to or from any Person (including a governmental official or a commercial counterparty) for the purposes of: (i) improperly influencing any act, decision or failure to act, (ii) improperly inducing a Person to do or omit to do any act in violation of their duty, or (iii) improperly inducing a Person to use his or her influence to affect any act or decision; in each case in order to obtain, retain or direct business or to otherwise secure an improper advantage in material violation of any applicable law or regulation.

(l)The Manager has established policies and procedures which it reasonably believes are adequate to ensure that it will continue to be in material compliance with the Applicable Anti-Corruption Laws.

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SECTION 19.Representations and Warranties of the Obligors.  Each Obligor makes the following representations and warranties to the Manager all of which shall survive the execution, delivery, performance or termination of this Agreement:

(a)Such Obligor is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

(b)Such Obligor’s execution and delivery of, performance under, and compliance with this Agreement, will not violate such Obligor’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any agreement or other instrument to which it is a party or by which it is bound, except where such violation, breach or default in such Obligor’s good faith and reasonable judgment, is not reasonably likely to affect materially and adversely either the ability of such Obligor to perform its obligations under this Agreement or the financial condition of such Obligor.

(c)Such Obligor has the full power and authority to own its Tenant Site Assets, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

(d)This Agreement, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of such Obligor, enforceable against such Obligor in accordance with the terms hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

(e)Such Obligor is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, except such violation, in such Obligor’s good faith and reasonable judgment, is not reasonably likely to affect materially and adversely either the ability of such Obligor to perform its obligations under this Agreement or the financial condition of such Obligor.

(f)No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by such Obligor of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or that, in such Obligor’s good faith and reasonable judgment, is not reasonably likely to materially and adversely affect either the ability of such Obligor to perform its obligations under this Agreement or the financial condition of such Obligor.

(g)No litigation is pending or, to the Obligor’s Knowledge, threatened against such Obligor that, if determined adversely to such Obligor, would prohibit such Obligor from entering into this Agreement or that, in such Obligor’s good faith and reasonable judgment, is

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reasonably likely to materially and adversely affect either the ability of such Obligor to perform its obligations under this Agreement or the financial condition of such Obligor.

SECTION 20.Permitted Activities.  For the avoidance of doubt, it is understood and agreed that nothing contained in this Agreement shall restrict the Manager, its employees, its agents or its Affiliates (or impose a duty on the Manager or any such other Person to refrain) from engaging in any business relating to managing, for itself, its Affiliates or others, similar assets (including the ownership, operation, maintenance, leasing or marketing of tenant site assets for itself or for others) without regard to any conflicts which may arise in connection therewith and even if, by doing so, such activities could be construed to be in competition with the business activities of the Obligors, subject only to the restrictions set forth below in items (i), (ii) and (iii) (“Permitted Activities”).  In the conduct of Permitted Activities the Manager agrees that (i) if the Manager arranges for a lease of a tenant site asset with a tenant that is also a Tenant under a Tenant Lease, such new lease will be separate from and independent of the Tenant Lease(s) between the Tenant and the related Asset Entity, (ii) unless a Tenant Site Asset has been disposed of or terminated by an Asset Entity in accordance with the Indenture and the other Transaction Documents, the Manager will not solicit a Tenant to terminate a Tenant Lease for a Tenant Site Asset and replace such Tenant Lease with a tenant site asset owned, leased or managed by a Person that is not an Asset Entity and (iii) in all cases the Manager shall perform its duties and obligations hereunder in accordance with the Operation Standards notwithstanding any potential conflicts of interest that may arise, including any relationship that the Manager may have with any other owners of tenant site assets that it manages.  

SECTION 21.Removal or Substitution of Tenant Site Assets; Additional Asset Entities.  If, during the Term of this Agreement, an Asset Entity assigns, disposes of or otherwise transfers all of its right, title and interest in and to any Tenant Site Asset to a Person other than another Asset Entity, the Indenture Trustee or a designee of the Indenture Trustee (whether pursuant to a taking under the power of eminent domain or otherwise) or otherwise ceases to have an interest in a Tenant Site Asset, this Agreement shall terminate (as to that Tenant Site Asset only) on the date of such assignment or transfer or other event and the Obligors shall promptly deliver to the Manager  (with  a copy to the Servicer) an amended Schedule I reflecting the removal of such Tenant Site Asset from the scope of this Agreement.  Upon the termination of this Agreement as to a particular Tenant Site Asset, the Manager and the respective Asset Entity that owns such Tenant Site Asset shall be released and discharged from all liability hereunder with respect to such Tenant Site Asset for the period from and after the applicable termination date (except for rights and obligations hereunder that are expressly stated to survive such termination).  In addition, the Obligors may at any time add any additional Tenant Site Asset to Schedule I in connection with a substitution or property addition (including addition by use of a Site Acquisition Account) permitted under the terms of the Indenture and the other Transaction Documents (excluding, for the avoidance of doubt, the addition of any Deferred Additional Tenant Site Assets to an Asset Entity).  Upon such substitution or property addition, the Obligors shall promptly deliver to the Manager (with a copy to the Servicer and the Rating Agencies) an amended Schedule I reflecting the addition of such Tenant Site Assets.  In addition, effective upon the accession to the Indenture of an Additional Asset Entity, such Additional Asset Entity shall become a party hereto as an Additional Asset Entity and the Additional Obligor Tenant Site Assets of such Additional Asset Entity shall become Tenant Site Assets managed hereunder.  The Obligors shall promptly deliver to the Manager (with a copy to the

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Servicer and the Rating Agencies) an amended Schedule I reflecting the addition of any such Tenant Site Assets, whereupon the Manager shall assume responsibility for the performance of the Management Services hereunder with respect to such Tenant Site Assets and Administrative Services with respect to such Additional Asset Entity.

SECTION 22.Term of Agreement.  

(a)Term.  This Agreement shall be in effect during the period (the “Term”) commencing on the date hereof and ending at 5:00 P.M. (New York time) on the Expiration Date, unless sooner terminated in accordance with the provisions of this Section 22.  The Expiration Date under this Agreement may be extended from time to time at the option of the Issuer (or the Servicer on its behalf), acting in its sole and absolute discretion, for successive one (1) month periods (so that the Expiration Date is the last day of each calendar month) by written notice to that effect to the Manager (with a copy to the Indenture Trustee and the Backup Manager) from the Issuer (or the Servicer on its behalf), as the case may be, delivered on or prior to the then-current Expiration Date (an “Extension Notice”); provided that the Servicer shall not have the right to extend the Expiration Date after the payment in full of the Obligations.  Each of the Obligors and the Manager agree that if the Issuer fails to deliver an Extension Notice to the Manager by the Expiration Date (or if such day is not a Business Day, on the following Business Day) the Manager shall, on such Expiration Date (or such subsequent Business Day), provide the Servicer (with a copy to the Indenture Trustee and the Backup Manager) with notice of such failure and the Servicer shall have ten (10) Business Days following its receipt of such notice to deliver an Extension Notice to the Manager, and notwithstanding the first sentence of this Section 22(a), this Agreement shall continue in effect for such ten (10) Business Days, unless the Servicer shall deliver a notice that it does not intend to deliver an Extension Notice. Upon the delivery of such Extension Notice, the Expiration Date shall be extended to the end of the month following the Expiration Date as in effect immediately prior to such Extension Notice. Upon delivery of an Extension Notice, the then-current Expiration Date shall be automatically extended to the date specified therein without any further action by any party.

(b)Termination for Cause.  The Issuer or the Indenture Trustee (or the Servicer on its behalf) shall renew this Agreement, unless otherwise directed by the Servicer, which direction may be given only following the occurrence of one or more of the following events:  (i) the declaration of an Event of Default, (ii) the DSCR falls to less than 1.10 to 1.0 as of the end of any calendar month and the Servicer reasonably determines that such decline in the DSCR is primarily attributable to acts or omissions of the Manager rather than factors affecting the Obligors’ industry generally, (iii) the Manager has engaged in fraud, gross negligence or willful misconduct in connection with its performance hereunder or (iv) a default on the part of the Manager in the performance of its obligations hereunder, and with respect to clause (iv), such default could reasonably be expected to have a Material Adverse Effect and remains unremedied for thirty (30) days after the Manager receives written notice thereof from the Servicer (provided, however, if such default is reasonably susceptible of cure, but not within such thirty (30) day period, then the Manager may be permitted up to an additional ninety (90) days to cure such default provided that the Manager diligently and continuously pursues such cure).

(c)Automatic Termination for Bankruptcy, Etc.  If the Manager or any Obligor files a petition for bankruptcy, reorganization or arrangement, or makes an assignment

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for the benefit of the creditors or takes advantage of any insolvency or similar law, or if a receiver or trustee is appointed for the assets or business of the Manager or any Obligor and is not discharged within ninety (90) days after such appointment, then this Agreement shall terminate automatically; provided that if any such event shall occur with respect to less than all of the Obligors, then this Agreement will terminate solely with respect to the Obligor or Obligors for which such event has occurred and the respective Tenant Site Assets owned, leased or managed by such Obligor(s).  Upon the termination of this Agreement as to a particular Obligor, the Manager and such Obligor shall be released and discharged from all liability hereunder for the period from and after the applicable termination date (except for rights and obligations hereunder that are expressly stated to survive any termination) and the Manager shall have no further obligation to perform any Services for such Obligor or any Tenant Site Assets owned, leased or managed by such Obligor from and after such date.

(d)Resignation by Manager.  Unless and until the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents have been fully satisfied, the Manager shall not resign from the obligations and duties hereby imposed on it hereunder except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which can be taken to make the performance of its duties hereunder permissible under applicable law.  Any such determination under clause (d)(i) above permitting the resignation of the Manager shall be evidenced by an Opinion of Counsel (who is not an employee of the Manager) to such effect delivered, and in form and substance reasonably satisfactory, to the Issuer, the Servicer, the Indenture Trustee and the Backup Manager.  From and after the date on which the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents have been fully satisfied, the Manager shall have the right in its sole and absolute discretion, upon thirty (30) days prior written notice to the Issuer, the Indenture Trustee, the Backup Manager and the Servicer, to resign at any time from the obligations and duties hereby imposed on it.  This Agreement shall terminate with respect to the resigning Manager on the effective date of any resignation of the Manager permitted under this paragraph (d).

(e)Backup Manager to Act.  On and after the termination of the Manager pursuant to paragraphs (b) and (c) or upon a resignation by the Manager pursuant to paragraph (d) above (other than a resignation by the Manager after all Obligations due and owing under the Transaction Documents have been fully satisfied pursuant to Section 22(d)), the Issuer shall appoint (or if the Issuer fails to so appoint, the Indenture Trustee shall appoint) the Backup Manager or its designee, by providing written notice of such appointment to the Backup Manager, as the replacement Manager if the Backup Manager is then able and willing to accept such appointment in accordance with the terms of the Backup Management Agreement.  The Manager shall duly satisfy in all material respects all obligations hereunder and on its part to be fulfilled under or in connection with the Backup Management Agreement in connection with the appointment of the Backup Manager or its designee, including the performance of all obligations of the Manager until a replacement Manager’s appointment has become effective; provided that the Manager shall be entitled to the Management Fee during such period. If the Backup Manager is unable or unwilling to act, and no Event of Default has occurred and is continuing, the Issuer shall require that the Manager be replaced with a Person chosen by the Issuer (or, if an Event of

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Default has occurred and is then continuing, the Servicer) and reasonably acceptable to the Servicer.

(f)The Issuer and the Manager each agree to give prompt written notice to the Backup Manager of the occurrence of any event or circumstance of which it has Knowledge that could reasonably be expected to lead to the Manager’s termination under Sections 21(b), (c) or (d) hereof.

SECTION 23.Duties Upon Termination.  Upon the expiration or termination of the Term, the Manager shall have no further right to act for any Obligor or to draw checks on the Operating Account and shall promptly (i) furnish to the Issuer or its designee or any replacement Manager all keys, key cards or access codes required in order to obtain access to the Tenant Site Assets, (ii) deliver to the Issuer or its designee or any replacement Manager (x) all Receipts received after such termination or (y) any monies or reserves held by the Manager on behalf of the Indenture Trustee, (iii) deliver to the Issuer or its designee or any replacement Manager all books, files, abstracts, contracts, Tenant Leases, Asset Agreements, materials and supplies, Budgets and other Records relating to the Tenant Site Assets or the performance of the Services and (iv) upon request, assign, transfer, or convey, as required, to the respective Obligors all service contracts and personal property relating to or used in the operation and maintenance of the Tenant Site Assets, except any personal property which was paid for and is owned by the Manager.  The Manager shall also, for a period of six (6) months after such expiration or termination, make itself available to consult with and advise the Obligors, the Servicer and any replacement Manager regarding the operation and maintenance of the Tenant Site Assets or otherwise to facilitate an orderly transition of management to a new manager of the Tenant Site Assets; provided, that during such period, the Manager shall be entitled to be compensated by the Obligors for its out-of-pocket costs and expenses (such expenses to be deemed Additional Issuer Expenses).  Nothing in this Section 23 shall prohibit the Manager, the Obligors or any of their respective Affiliates from retaining copies of any document or instrument delivered in accordance with clauses (i), (iii) or (iv) above.  This Section 23 shall survive the expiration or earlier termination of this Agreement (whether in whole or part).

SECTION 24.[Reserved]

SECTION 25.Indemnities.  

(a)Each of the Obligors agrees to, jointly and severally, indemnify, defend and hold the Manager (including, for the avoidance of doubt, any replacement Manager) and its agents, officers and employees harmless from and against any and all suits, liabilities, damages, or claims (including any reasonable attorneys’ fees and other reasonable costs and expenses relating to any such suits, liabilities or claims), in any way relating to the Tenant Site Assets, the Manager’s performance of the Services hereunder, or the exercise by the Manager of the powers or authorities herein or hereafter granted to the Manager, except for those actions, omissions and breaches of Manager in relation to which the Manager has agreed to indemnify the Obligors pursuant to Section 25(b).

(b)The Manager agrees to indemnify, defend and hold the Obligors harmless from and against any and all suits, liabilities, damages, or claims for damages (including any

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reasonable attorneys’ fees and other reasonable costs and expenses relating to any such suits, liabilities or claims), in any way relating to (i) any acts or omissions of the Manager or its agents, officers or employees in the performance of the Services hereunder constituting fraud, gross negligence or willful misconduct or (ii) any material breach of any representation or warranty made by the Manager hereunder. If any legal action or other proceeding of any kind is brought for the enforcement of this Agreement or because of a default, misrepresentation, or any other dispute in connection with any provision of this Agreement or the Services, the successful or prevailing party shall be entitled to recover all fees and other costs incurred in such action or proceeding, in addition to any other relief to which it may be entitled.

(c)If any action or proceeding is brought against an Indemnified Party with respect to which indemnity may be sought under this Section 25, the Indemnitor, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel and payment of all expenses.  The Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but the Indemnitor shall not be required to pay the fees and expenses of such separate counsel unless such separate counsel is employed with the written approval and consent of the Indemnitor, which shall not be unreasonably withheld or refused.

(d)The indemnities in this Section 25 shall survive the expiration or termination of the Agreement.

(e)The indemnities payable under this Section 25 by the Obligors shall be subject to the availability of funds for such purpose in accordance with Section 5.01(a) of the Indenture.

SECTION 26.Miscellaneous.  

(a)Amendments.  No amendment, supplement, waiver or other modification of this Agreement shall be effective unless in writing and executed and delivered by the Manager and the Obligor sought to be bound thereby; provided that, until the Indenture has been terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents have been fully satisfied, any material amendment, supplement, waiver or other modification of this Agreement shall also require the consent of the Servicer, the Indenture Trustee and a Rating Agency Confirmation (it being understood that none of the foregoing shall require the consent of any Noteholder).  No failure by any party hereto to insist on the strict performance of any obligation, covenant, agreement, term or condition of this Agreement, or to exercise any right or remedy available upon a breach of this Agreement, shall constitute a waiver of any of the terms of this Agreement.  The Manager shall not be bound by any amendment, supplement, or other modification to any other Transaction Document which is materially adverse to the Manager unless the Manager has consented thereto; however the Manager’s consent shall not otherwise be required as a condition for any such amendment, supplement, or other modification to be effective for all other purposes.  No amendment, supplement, waiver or other modification of this Agreement which is or may reasonably be expected to be materially adverse to the Backup Manager shall be effective unless the Backup Manager has consented thereto; provided, however, that the Backup Manager’s consent shall not

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otherwise be required as a condition for any such amendment, supplement, or other modification to be effective for all other purposes.

(b)Notices.  Any notice or other communication required or permitted hereunder shall be in writing and may be delivered personally or by commercial overnight carrier, telecopied or mailed (postage prepaid via the US postal service) to the applicable party at the following address (or at such other address as the party may designate in writing from time to time); provided, however, any such notice or communication shall be deemed to be delivered only when actually received by the party to whom it is addressed:

 

(1)     To any Obligor:

c/o LMRK Issuer Co III LLC

 

2141 Rosecrans Avenue, Suite 2100

 

El Segundo, CA 90245

 

Attention: George Doyle

 

 

With copies to:

 

 

Landmark Infrastructure Partners LP

 

2141 Rosecrans Avenue, Suite 2100

 

El Segundo, California 90245

 

Attention: Legal Department

 

(2)     To Manager:

c/o Landmark Infrastructure Partners GP LLC

 

2141 Rosecrans Avenue, Suite 2100

 

El Segundo, CA 90245

 

Attention: George Doyle

 

 

With copies to:

 

 

Landmark Infrastructure Partners LP

 

2141 Rosecrans Avenue, Suite 2100

 

El Segundo, California 90245

 

Attention: Legal Department

 

(c)Assignment, Etc.  The provisions of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.  None of the rights, interests, duties, or obligations created by this Agreement may be assigned, transferred, or delegated in whole or in part by the Manager or any Obligor, and any such purported assignment, transfer, or delegation shall be void; provided, however, that (i) the Obligors may assign this Agreement to the Indenture Trustee and grant a security interest in their rights and interests hereunder pursuant to the Indenture and the other Transaction Documents, (ii) the Manager may, in accordance with paragraph (d) below, delegate any of its obligations hereunder to one or more Sub-Managers pursuant to one or more Sub-Management Agreements and (iii) the Manager may, in accordance with the Operation Standards, utilize the services of

21


 

third-party service providers , including Affiliates of the Manager, to perform all or any portion of its Services hereunder.  Notwithstanding any such delegation or appointment of a third-party service provider, the Manager shall remain liable to the Obligors to the same extent as if the Manager were performing the Services alone, and the Manager agrees that no additional compensation shall be required to be paid by the Obligors in connection with any such delegation or third-party service provider.  The Manager hereby acknowledges that all of the rights of the Obligors hereunder have been assigned to the Indenture Trustee as collateral security for the Obligations.  The Indenture Trustee is an intended third party beneficiary of this Agreement.  

(d)Sub-Management Agreements.  

(i)The Manager may enter into one or more sub-management agreements (each, a “Sub-Management Agreement”) to provide for the performance by one or more third parties, including Affiliates of the Manager (each, a “Sub-Manager”) of any or all of its obligations hereunder, provided that any Sub-Management Agreement shall expressly or effectively provide that if the Manager shall for any reason no longer act in such capacity hereunder (including pursuant to Section 22(b)), any successor to the Manager hereunder (including the Backup Manager if the Backup Manager has become such successor pursuant to Section 22(e)) may thereupon either assume all of the rights and, except to the extent that they arose prior to the date of assumption, obligations of the Manager under such Sub-Management Agreement or alternatively, may terminate such rights and obligations, in either case without cause and without payment of any penalty or termination fee.

(ii)The Manager shall monitor the performance of its Sub-Managers under any Sub-Management Agreement.

(iii)The Manager will be solely liable for all fees owed by it to any Sub-Manager. Each Sub-Manager retained under the related Sub-Management Agreement will be reimbursed by the Manager for certain expenditures which it makes, generally to the same extent that the Manager would be reimbursed hereunder.

(e)Entire Agreement; Severability.  This Agreement constitutes the entire agreement between the parties hereto, and no oral statements or prior written matter not specifically incorporated herein shall be of any force or effect.  In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby.

(f)Limitations on Liability.

(i)Notwithstanding anything herein to the contrary, neither the Manager nor any member, manager, director, officer, employee, shareholder or agent of the Manager shall be under any liability to the Obligors or any other Person for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Manager against any liability to the

22


 

Obligors, the Servicer or the Indenture Trustee for the material breach of a representation or warranty made by the Manager herein or against any liability which would otherwise be imposed on the Manager solely attributable to the Manager’s fraud, gross negligence or willful misconduct in the performance of the Services hereunder.

(ii)Notwithstanding anything herein to the contrary, no party will be liable to any other for special, indirect, incidental, exemplary, consequential or punitive damages, or loss of profits, arising from the relationship of the parties or the conduct of business under, or breach of, this Agreement.

(iii)Notwithstanding any other provision of this Agreement or any rights which the Manager might otherwise have at law, in equity, or by statute, any liability of an Obligor to the Manager shall be satisfied only from such Obligor’s interest in the Tenant Site Assets, the Tenant Leases, the Asset Agreements, the Insurance Policies and the proceeds thereof, and then only to the extent that such Obligor has funds available to satisfy such liability in accordance with the Indenture, the Cash Management Agreement and the other Transaction Documents, (any such available funds being hereinafter referred to as “Available Funds”).  In the event the Available Funds of an Obligor are insufficient to pay in full any such liabilities of an Obligor, the excess of such liabilities over such Available Funds shall not constitute a claim (as defined in the United States Bankruptcy Code) against such Obligor unless and until a proceeding of the type described in Section 26(j) is commenced against such Obligor by a party other than the Manager or any of its Affiliates.

(iv)No officer, director, employee, agent, shareholder, member, manager or Affiliate of any Obligor or the Manager (except, in the case of an Obligor, for Affiliates that are also Obligors hereunder) shall in any manner be personally or individually liable for the obligations of any Obligor or the Manager hereunder or for any claim in any way related to this Agreement or the performance of the Services.

(v)The provisions of this Section 26(f) shall survive the expiration or earlier termination of this Agreement (whether in whole or in part).

(g)Governing Law; Submission to Jurisdiction.  

(i)THIS AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

(ii)EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE UNITED STATES FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK OR, IF SUCH FEDERAL COURTS DO NOT HAVE SUBJECT MATTER OR DIVERSITY JURISDICTION FOR A PARTICULAR PROCEEDING, IN THE STATE COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR IN RELATION TO THIS AGREEMENT.

23


 

(h)Confidentiality.  The Backup Manager, or any other party succeeding to the duties of the Manager named herein (a “Successor Manager”) agrees to keep confidential (and (a) to cause its respective officers, directors and employees to keep confidential and (b) to use its best efforts to cause its respective agents and representatives to keep confidential) the Information (as defined below) and all copies thereof, extracts therefrom and analyses or other materials based thereon, except that such Successor Manager shall be permitted to disclose Information (i) to the extent required by the Transaction Documents, (ii) as requested by the Rating Agencies, (iii) to the extent such Successor Manager reasonably determines disclosure is necessary or advisable to perform services contemplated by this Agreement, (iv) to the extent provided in any Offering Memorandum, (v) the parties to the Indenture who are subject to the confidentiality provisions contained therein, (vi) to actual or prospective Tenants, (vii) if required to do so by any applicable statute, law, rule or regulation, or in working with any taxing authorities or other governmental agencies, (viii) to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of such Successor Manager’s business or that of its Affiliates, (ix) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which such Successor Manager or an Affiliate or an officer, director, employer or shareholder thereof is a party, (x) to any Affiliate, independent or internal auditor, agent, employee or attorney of such Successor Manager provided that the Manager advises such recipient of the confidential nature of the Information being disclosed and obtains confirmation in such form as may be acceptable to the Manager to the effect that such Person will keep such Information confidential and (xi) any other disclosure authorized by such Successor Manager.  For the purposes of this paragraph (g), the term “Information” shall mean the terms and provisions of this Agreement and all financial statements, certificates, reports, Records, agreements and information (including the Tenant Leases, Asset Agreements and all analyses, compilations and studies based on any of the foregoing) that relate to the Tenant Site Assets or the Services, other than any of the foregoing that are or become publicly available other than by a breach of the confidentiality provisions contained herein.

(i)Issuer as Agent.  Each of the Obligors hereby appoints the Issuer to serve as its representative and agent to act, make decisions, and grant any necessary consents or approvals hereunder, collectively, on behalf of such Obligor.  Each Obligor hereby authorizes the Issuer to take such action as agent on its behalf and to exercise such powers as are delegated to the Issuer by the terms hereof, together with such powers as are reasonably incidental thereto.

(j)No Petition.  Prior to the date that is one year and one day after the date on which the Indenture has been terminated in accordance with its terms, all Obligations under the Indenture and under the other Transaction Documents have been fully satisfied, the Manager shall not institute, or join any other Person in instituting, or authorize a trustee or other Person acting on its behalf or on behalf of others to institute, any bankruptcy, reorganization, arrangement, insolvency, liquidation or receivership proceedings under the laws of the United States of America or any state thereof against any Obligor or the Guarantor.

(k)Headings.  Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to effect the construction of, or to be taken into consideration in interpreting, this Agreement.

24


 

(l)Counterparts.  This Agreement may be executed in any number of counterparts (including by facsimile or other electronic means, including telecopy, email or otherwise), each of which when so executed shall be deemed to be an original, but all such respective counterparts shall together constitute but one and the same instrument.  Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission (including, without limitation, via Portable Document Format or “PDF”) shall be as effective as delivery of a manually executed counterpart hereof.

(m)Waiver of Jury Trial.  EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

[SIGNATURE PAGES FOLLOW]

 

 

25


 

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

 

Manager:

 

 

 

 

LANDMARK INFRASTRUCTURE PARTNERS GP LLC

 

 

By:

/s/ George P. Doyle

 

 

Name: George P. Doyle

 

 

 

 

 

Title: Authorized Representative

 

Issuer and Obligor:

 

 

 

 

LMRK ISSUER CO III LLC

 

 

By:

/s/ George P. Doyle

 

 

Name: George P. Doyle

 

 

 

 

 

Title: Authorized Representative

 

Original Asset Entity and Obligor:

 

 

 

LMRK PROPCO 3 LLC

 

 

By:

/s/ George P. Doyle

 

 

Name: George P. Doyle

 

 

 

 

 

Title: Authorized Representative

 

[Signature Page to Management Agreement]


 

SCHEDULE I

 

TENANT SITE ASSETS

 

US-DOCS\100390964.8


 

 

 

Asset Number

Address

City

State

Zip

TC100108

1956 E 103rd St

Los Angeles

CA

90002-3124

TC110123

3680 Us Highway 50

Hillsboro

OH

45133-9158

TC110184

2200 Robindale Rd

Henderson

NV

89074-5374

TC110191

600 Plantation Rd

Perry

FL

32348-6220

TC110193

39457 15th St E

Palmdale

CA

93550-3445

TC110199

7290 Samuel Dr - TC110199

Denver

CO

80221-2743

TC110221

416 Mary Ave

New Smyrna Beach

FL

32168-6726

TC110235

8000 E Mississippi Ave

Denver

CO

80247-2123

TC110308

27500 HICKORY HILL ROAD

BROOKSVILLE

FL

33592

TC110309

1001 Bristol Rd

Bristol

ME

04539-3028

TC110312

35931 Fir Avenue

Yucaipa

CA

92399

TC110314

10234 4th St # RCH

Rancho Cucamonga

CA

91730-5803

TC110318

1400 E Rosedale St

Fort Worth

TX

76104-5314

TC110322

13055 Levan Rd

Livonia

MI

48150-1255

TC110328

6060 Indian Creek Dr

Miami Beach

FL

33140-2219

TC110329

6060 Indian Creek Dr

Miami Beach

FL

33140-2219

TC110333

20525 Center Ridge Rd

Rocky River

OH

44116-3437

TC110334

2903 NE 163rd St

Miami

FL

33160-4465

TC110335

6100 Wilkinson Dr

Prescott

AZ

86301-6162

TC110336

6100 Wilkinson Dr

Prescott

AZ

86301-6162

TC110337

6100 Wilkinson Dr

Prescott

AZ

86301-6162

TC110338

6100 Wilkinson Dr

Prescott

AZ

86301-6162

TC110340

1809 W Southern Ave

Phoenix

AZ

85041-4630

TC110345

4810 N 35th Ave

Phoenix

AZ

85017-3010

TC110346

120 N Ash St

Escondido

CA

92027-3058

TC110351

9474 Lapeer Rd

Davison

MI

48423-1755

TC110352

15732 Highland Valley Rd

Escondido

CA

92025-3535

TC110355

11802 East Bay Rd

Gibsonton

FL

33534-5624

TC110366

1905 Bridgeport Way W

University Place

WA

98466-4846

TC110370

4525 Riverview Blvd

Saint Louis

MO

63120-1828

TC110371

4525 Riverview Blvd

Saint Louis

MO

63120-1828

TC110372

1782 Route 73

Keene Valley

NY

12943

TC110382

9229 Touchstone Ct

Granite Bay

CA

95746-5890

TC110383

9229 Touchstone Ct

Granite Bay

CA

95746-5890

TC110384

12722 Cadiz Road

Essex

CA

92277-8058

TC110387

330 E Yoakum Ave

Kingsville

TX

78363-4440

TC110390

2204 E Monroe St

Phoenix

AZ

85034-1329

TC110392

10061 San Fernando Rd

Pacoima

CA

91331-2610

TC110404

660 N Cambell St

Rapid City

SD

57701-6944

TC110408

148 S Munn Ave

East Orange

NJ

07018-2748

TC110409

148 S Munn Ave

East Orange

NJ

07018-2748

TC110422

798 Province Line Rd

Allentown

NJ

08501

TC110430

2921 S Orlando Dr

Sanford

FL

32773

TC110434

1905 Foothill Blvd

Oakland

CA

94606

TC110435

5911 N Lindbergh Blvd

Hazelwood

MO

63042-3123

TC110472

27150 Hansen Rd

Tracy

CA

95377-8850

TC110494

6901 SW 147th Ave

Miami

FL

33193-1080

TC110509

4424 Painters Mill Rd

Owings Mills

MD

21117-4942

TC110512

1717 Via Del Rio

Corona

CA

92882

TC110513

1717 Via Del Rio

Corona

CA

92882

TC110519

750 Ogden Cyn

Ogden

UT

84401

TC110520

7570 Peace Way

Las Vegas

NV

89147

TC110521

7570 Peace Way

Las Vegas

NV

89147

TC110536

1050 N Allen Ave

Pasadena

CA

91104

TC110537

1625 Riverside Ave

Provo

UT

84604

TC110538

119 Mountain Rd

Bridgton

ME

04009-3307

TC110543

29600 Stephenson Hwy

Madison Hts

MI

48071-2339

TC110547

1312 E Center St

Spanish Fork

UT

84660-2312

TC110553

1601 E Cook Rd

Fort Wayne

IN

46825

TC110627

9700 Central Ave SW

Albuquerque

NM

87121

TC110628

8145 Rogue River Hwy

Grants Pass

OR

97527

TC120641

29600 Stephenson Hwy

Madison Hts

MI

48071-2339

TC120642

26230 SE Wally Rd

Boring

OR

97009

TC120643

535 Hawthorne Ave

Newark

NJ

07112

TC120645

193 Industrial Ave

Williston

VT

05495

TC120646

193 Industrial Ave

Williston

VT

05495

TC120664

2514 Delta Rd

Brogue

PA

17309

TC120667

1502 1/2 Tri City Beach Road

Baytown

TX

77523

TC120673

123 N Union Ave

Cranford

NJ

07016

TC120674

123 N Union Ave

Cranford

NJ

07016

TC120675

123 N Union Ave

Cranford

NJ

07016

TC120683

Pershing County

Various

NV

00000

TC120685

Elko County

Elko

NV

00000

 


 

Asset Number

Address

City

State

Zip

TC120688

Pershing County

Various

NV

00000

TC120693

Pershing County

Various

NV

00000

TC120726

18251 County Road 371

Rio Medina

TX

78066-2525

TC120738

7630 NW 25th St

Miami

FL

33122

TC120741

6926 N Sunset Dr

Wasilla

AK

99623

TC120765

901 Walton Ave

Bronx

NY

10452

TC120766

901 Walton Ave

Bronx

NY

10452

TC120812

1151 Blue Hills Ave

Bloomfield

CT

06002

TC120821

7093 South 1630 West

West Jordan

UT

84084

TC120823

150 W Saint Charles Rd

Lombard

IL

60148

TC120824

6841 SW 147th Avenue

Miami

FL

33193

TC120825

35008 Emerald Coast Parkway

Destin

FL

32541

TC120826

24587 210th Street

Paynesville

MN

56362

TC120827

6749 Texas Highway 61

Devers

TX

77538

TC120828

14502 1/2 Smith Road

Humble

TX

77396

TC120829

985 NW 1901st Road

Lone Jack

MO

64070

TC120830

1605 Thraikill Road

Grove

OH

43123

TC120831

Arlington Avenue

Thornville

OH

43076

TC120832

4849 North Milwaukee Avenue

Chicago

IL

60630

TC120833

6499 West 65th Street

Bedford Park

IL

60638

TC120834

9671A Old State Road

Chardon

OH

44024

TC120836

1280 Motherhead Road

Cottleville

MO

63304

TC120837

201 North Wisconsin Avenue

Oklahoma City

OK

73117

TC120839

5802 Seven Star Lane

Dermott

AR

71638

TC120840

2103 Coral Way

Miami

FL

33145

TC120841

6824 Edmund Highway

Lexington

SC

29073

TC120842

John Street

Ballston Spa

NY

12020

TC120843

1914 E. Vickery

Fort Worth

TX

76104

TC120844

5811 Airport Lane

Port Orange

FL

32124

TC120845

12211 Magnolia Street

Garden Grove

CA

92841

TC120879

723 Macek Rd

Richmond

TX

77469-8303

TC120934

10625 N Tatum Blvd

Phoenix

AZ

85028-3062

TC120955

1534 S Western Ave

Chicago

IL

60608

TC120998

1333 S Rural Rd

Tempe

AZ

85281-6807

TC121010

105 E Harmon Ave

Las Vegas

NV

89109-4500

TC121011

105 E Harmon Ave

Las Vegas

NV

89109-4500

TC121022

7263 103rd St

Jacksonville

FL

32210-6706

TC121023

710 Morris Park Ave

Bronx

NY

10462-3639

TC121024

696 Rhinelander Ave

Bronx

NY

10462-3547

TC121028

48 W 138th St # 54

New York

NY

10037-1712

TC121029

48 W 138th St # 54

New York

NY

10037-1712

TC121063

82 Peachtree St SW

Atlanta

GA

30303

TC121064

82 Peachtree St SW

Atlanta

GA

30303

TC121074

3402 106th St

Corona

NY

11368-1246

TC121083

8500 S Stony Island Ave

Chicago

IL

60617

TC121092

2933 Norton St

Corpus Christi

TX

78415-4901

TC121101

6790 Miller Dr

Miami

FL

33155-5722

TC121712

1100 Country Club Rd

Middletown

CT

06457-2306

TC121717

1209 E King Ave

Kingsland

GA

31548

TC121730

12188 Highway 142

Oxford

GA

30054-4420

TC121740

2805 Hunter Rd

San Marcos

TX

78666

TC121754

755 Fuller Ave SE

Grand Rapids

MI

49506

TC121758

7115 Rising Rd

Knoxville

TN

37924

TC121771

255 Magill Rd

Haughton

LA

71037-9543

TC121796

11815 Baileyton Rd

Houston

TX

77074

TC121799

522 Meadowlark Dr

Monroe

LA

71203-6915

TC121801

6350 Highway 269

Parrish

AL

35580-3850

TC121812

387 W Pontoon Rd

Granite City

IL

62040-6848

TC121821

2538 Sutherland Ave

Knoxville

TN

37919

TC121826

66-190 Kamehameha Hwy

Haleiwa

HI

96712

TC121835

3692 W 5400 S

Salt Lake City

UT

84129-3572

TC121837

11044 N Cave Creek Rd

Phoenix

AZ

85020

TC121838

3024 Lovers Ln

Krum

TX

76249

TC121839

350 W Washington St

Kearney

MO

64060-8626

TC121847

675 W Union Hills Dr

Phoenix

AZ

85027

TC121850

2200 E 73rd Ave

Spokane

WA

99223-8437

TC121851

2200 E 73rd Ave

Spokane

WA

99223-8437

TC121854

8707 San Leandro St

Oakland

CA

94621-1244

TC121872

3145 N Main St

Mansfield

TX

76063-6024

TC121884

2420 Martin Rd

Fairfield

CA

94534-8651

TC121885

7040 S Yale Ave

Tulsa

OK

74136-5700

TC121886

1320 W Burnham St

Milwaukee

WI

53204-3248

TC121887

2558 South Browns Mill Road

Freeport

IL

61032

TC131899

1647 Benning Rd NE

Washington

DC

20002

 


 

Asset Number

Address

City

State

Zip

TC131902

10535 Foothill Boulevard

Rancho Cucamonga

CA

91730-3843

TC131903

10535 Foothill Boulevard

Rancho Cucamonga

CA

91730-3843

TC131904

10535 Foothill Boulevard

Rancho Cucamonga

CA

91730-3843

TC131949

1930 Manhattan Beach Blvd

Redondo Beach

CA

90278

TC131950

1930 Manhattan Beach Blvd

Redondo Beach

CA

90278

TC131951

1930 Manhattan Beach Blvd

Redondo Beach

CA

90278

TC131952

1930 Manhattan Beach Blvd

Redondo Beach

CA

90278

TC131954

201 Trade St

San Marcos

CA

92078

TC131961

3801 S Normandie Ave

Los Angeles

CA

90037

TC131974

22411 S Dixie Hwy

Miami

FL

33170

TC131977

19002 Us Highway 12

Lemmon

SD

57638-6316

TC131981

14622 Highway 64

East Lake

NC

27953-0115

TC131982

1 South Ave

Garden City

NY

11530

TC131983

1 South Ave

Garden City

NY

11530

TC131984

1 South Ave

Garden City

NY

11530

TC131986

1 South Ave

Garden City

NY

11530

TC131987

1435 E Shelbourne Ave

Las Vegas

NV

89123-2404

TC131999

7725 W Reno Ave

Oklahoma City

OK

73127-9711

TC132014

9014 Shreveport Hwy

Leesville

LA

71446

TC132022

3115 35th Ave

Greeley

CO

80634-9415

TC132034

5495 Tubman Rd

Appling

GA

30802-3501

TC132067

16 W Ogden Ave

Westmont

IL

60559-1358

TC132068

16 W Ogden Ave

Westmont

IL

60559-1358

TC132069

16 W Ogden Ave

Westmont

IL

60559-1358

TC132079

2402 Crystal Bend Dr

Pflugerville

TX

78660

TC132097

17285 NE 70th St

Redmond

WA

98052

TC132098

17285 NE 70th St

Redmond

WA

98052

TC132099

17285 NE 70th St

Redmond

WA

98052

TC132113

1934 West Garfield Boulevard

Chicago

IL

60609

TC132116

3930 SE 72nd Ave

Des Moines

IA

50320-0000

TC132119

8630 E Via De Ventura

Scottsdale

AZ

85258

TC132146

357 County Road 4550

Spurger

TX

77660

TC132185

1605 E Monroe St

Mt Pleasant

IA

52641-3205

TC132186

1601 Court Street

Syracuse

NY

13208-1834

TC132187

325 SE CR 3070

Corsicana

TX

75109

TC132196

E 33rd St

Long Beach

CA

90755

TC132205

7850 South Rita Road

Tucson

AZ

85747

TC132207

1909 E 4th St

Long Beach

CA

90802

TC132237

5608 E Ashlan Ave

Fresno

CA

93727

TC132238

5608 E Ashlan Ave

Fresno

CA

93727

TC132239

34835 N 7th Street

Phoenix

AZ

85086

TC132240

34835 N 7th Street

Phoenix

AZ

85086

TC132247

1909 E 4th St

Long Beach

CA

90802

TC132288

3220 Iowa Ave

Vicksburg

MS

39180

TC132289

3 Civic Center Plaza

Mankato

MN

56001-7784

TC132295

7825 328th Ct SE

Fall City

WA

98024-6718

TC132305

1004 Hegeman Ave

Brooklyn

NY

11208

TC132317

64 Klein Ave

Hunter

NY

12442-0000

TC132318

64 Klein Ave

Hunter

NY

12442-0000

TC132320

Tax Parcel No. 163.00-3-14

hunter

NY

12442

TC132321

Tax Parcel No. 163.00-3-14

hunter

NY

12442

TC132327

210 Forest Ridge Dr

Elgin

TX

78621

TC132336

5220 Bataan Memorial E

Las Cruces

NM

88011

TC132337

5220 Bataan Memorial E

Las Cruces

NM

88011

TC132339

1941 State Highway 59 S

Bowie

TX

76230

TC132341

11810 Adel Rd

Houston

TX

77067-2206

TC132344

2521 NW 6th St

Fort Lauderdale

FL

33311

TC132368

7310 N 27th Ave

Phoenix

AZ

85051

TC132376

1107 W Wilson St

Valliant

OK

74764-8012

TC132377

128 Thatcher Hill Rd

Marlborough

NH

03455-2541

TC132378

1250 Presidents Place

Quincy

MA

02169

TC132379

68 Huguenot Rd

Oxford

MA

01540-2335

TC132384

13 Longley Place

LaGrange

GA

30240-6351

TC132385

716 Campbell St

Lagrange

GA

30240-6351

TC132386

26 Robertson St

Lagrange

GA

30240-6351

TC132388

606 S East St

Erie

KS

66733

TC132391

802 College Ave

Shelby

NC

28152

TC132399

1593 Highway 150

Bessemer

AL

35022

TC132400

5801 Commercial Avenue

Madison

WI

53718

TC132402

1743 S Nc 111 Hwy

Chinquapin

NC

28521

TC132407

13636 Vaughn St

San Fernando

CA

91340

TC132419

14071 1/2 Polk St

Sylmar

CA

91342-2223

TC132420

14071 1/2 Polk St

Sylmar

CA

91342-2223

TC132423

322 Beaver Brook Rd

Lyme

CT

06371-3205

 


 

Asset Number

Address

City

State

Zip

TC132424

101 W De Renne Ave

Savannah

GA

31405

TC132428

40 Exchange Place

New York

NY

10005-2701

TC132429

40 Exchange Place

New York

NY

10005-2701

TC132432

2239 Hylan Blvd

Staten Island

NY

10306

TC132435

20 Webster Street

Jaffrey

NH

03452

TC132437

1720 Brierley Way

Sparks

NV

89434

TC132439

4815 S Harvard Ave

Tulsa

OK

74135

TC132441

168 Clinton Ave

Jersey City

NJ

07304

TC132449

65 & 69 Wheeler St

New Haven

CT

06512

TC132450

65 & 69 Wheeler St

New Haven

CT

06512

TC132451

65 & 69 Wheeler St

New Haven

CT

06512

TC132464

8601 4th St NW

Los Ranchos

NM

87114

TC132465

8601 4th St NW

Los Ranchos

NM

87114

TC132466

4s361River Rd

Naperville

IL

60563

TC132467

4s361River Rd

Naperville

IL

60563

TC132468

11829 South St

Cerritos

CA

90703

TC132469

11829 South St

Cerritos

CA

90703

TC132470

11829 South St

Cerritos

CA

90703

TC132471

Section 19, Township 5 S, Range 4 E

County of Wasatch

UT

84043

TC132473

Section 19, Township 5 S, Range 4 E

County of Wasatch

UT

84043

TC132474

Section 19, Township 5 S, Range 4 E

County of Wasatch

UT

84043

TC132475

7301 Germantown Ave

Philadelphia

PA

19119-1726

TC132476

7301 Germantown Ave

Philadelphia

PA

19119-1726

TC132479

335 Church Ave

Chula Vista

CA

91910

TC132482

1300 E Colorado St

Glendale

CA

91205

TC132485

9583 Brewerton Rd

Brewerton

NY

13029

TC132494

905 3rd St SE

Cedar Rapids

IA

52401-2330

TC132495

29950 439th Ave

Utica

SD

57067-5518

TC132498

780 State Street

New Haven

CT

06511

TC132502

21150 Dumetz Rd

Woodland Hills

CA

91364-4532

TC132505

5215 Cutler Lake Rd

Blue Rock

OH

43720

TC132510

127 South St

Oyster Bay

NY

11771

TC132511

Industrial Pkwy

Boston Heights

OH

44236

TC132513

Tecolote Drive, Lot #7

Fallbrook

CA

92026

TC132520

3636 E Main St

Mesa

AZ

85205

TC132533

200 Arco Pl

Independence

KS

67301

TC132534

200 Arco Pl

Independence

KS

67301

TC132548

5642 Campus Dr

Virginia Beach

VA

23462

TC132554

8752 N Highway 83

Parker

CO

80134

TC132555

3901 S Paper Birch Ln

Wasilla

AK

99654

TC132558

225 NW 150th St

Edmond

OK

73013

TC132566

2601 Searles Ave

Las Vegas

NV

89101

TC132581

180 W Washington St

Chicago

IL

60602

TC132596

45527 Highway 79

Aguanga

CA

92536

TC132599

1700 S Flamingo Rd

Davie

FL

33325

TC132600

909 Castleton Ave

Staten Island

NY

10310

TC132604

2900 Purchase St

Purchase

NY

10577

TC132605

2900 Purchase St

Purchase

NY

10577

TC132606

2900 Purchase St

Harrison

NY

10577

TC132635

25511 E Smoky Hill Rd

Aurora

CO

80016

TC132637

25511 E Smoky Hill Rd

Aurora

CO

80016

TC132648

795 Sipe Rd

York Haven

PA

17370-9787

TC132649

233 Baseline Rd

La Verne

CA

91750

TC132650

233 Baseline Rd

La Verne

CA

91750

TC132653

550 Pharr Rd NE

Atlanta

GA

30305

TC132654

550 Pharr Rd NE

Atlanta

GA

30305

TC132685

545X County Road 371

Water Valley

MS

38965

TC132698

227 N Central Ave

Glendale

CA

91202

TC132699

227 N Central Ave

Glendale

CA

91202

TC132712

2525 New Hope Rd

Heath Springs

SC

29058

TC132746

49 South Rd

Bolton

CT

06043-7415

TC132748

322 KY Hwy 392

Cynthiana

KY

41031

TC132752

8612 Hwy 178

Olive Branch

MS

38654

TC132753

1329 Gladys Ave

Long Beach

CA

90804

TC132782

5800 Southwest Ave

Sacramento

CA

95824

TC132783

5800 Southwest Ave

Sacramento

CA

95824

TC132790

1529 Industrial Ct

Arlington

TX

76011

TC132791

1529 Industrial Ct

Arlington

TX

76011

TC132793

1529 Industrial Ct

Arlington

TX

76011

TC132796

3756 Lee Road

Shaker Heights

OH

44120

TC132797

3756 Lee Road

Shaker Heights

OH

44120

TC132800

Interstate 55

Grenada

MS

38901

TC132829

720 Mother Gaston Blvd

Brooklyn

NY

11212

TC132830

720 Mother Gaston Blvd

Brooklyn

NY

11212

 


 

Asset Number

Address

City

State

Zip

TC142863

6101 Monmouth Ave

Ventnor City

NJ

08406

TC142885

2390 W Sam Houston Pkwy N

Houston

TX

77043

TC142909

Boeppler Rd

Leavenworth

KS

66048

TC142912

3701 Chestnut St

Philadelphia

PA

19104-3104

TC142913

7900 S County Road 5

Windsor

CO

80528

TC142928

1601 S Donaghey Ave

Conway

AR

72034

TC142929

518 E 187th St

Bronx

NY

10458-6659

TC142930

518 E 187th St

Bronx

NY

10458-6659

TC142955

780 Vaca Valley Pkwy

Vacaville

CA

95688

TC142958

40614 US HWY 20-26

Casper

WY

82604-6305

TC142966

1000 Pine Ave

Long Beach

CA

90813-3201

TC142998

2512 W Lincolnway

Cheyenne

WY

82001

TC143009

265 Sunrise Hwy

Rockville Centre

NY

11570

TC143010

265 Sunrise Hwy

Rockville Centre

NY

11570

TC143014

300 S Red Rd

Shepherd

TX

77371-3724

TC143018

1213 Jackson By-Pass Rd

Jackson

NC

27845

TC143019

1100 NE 163rd St

North Miami Beach

FL

33162-4515

TC143027

1217 S 3rd Ave

Wausau

WI

54401

TC143033

330 Trousdale Dr

Chula Vista

CA

91910

TC143040

82420 215th St

Hayward

MN

56043-4045

TC143042

6121 Moline St

Houston

TX

77087

TC143052

22097 COLO HWY 6

KEYSTONE

CO

80435

TC143056

1970 Diablo Rd

Danville

CA

94506-2056

TC143059

1970 Diablo Rd

Danville

CA

94506-2056

TC143060

1970 Diablo Rd

Danville

CA

94506-2056

TC143061

1970 Diablo Rd

Danville

CA

94506-2056

TC143066

4310 Edenhurst Ave

Los Angeles

CA

90039

TC143070

51 W 84th Ave

Thornton

CO

80260

TC143072

51 W 84th Ave

Thornton

CO

80260

TC143073

51 W 84th Ave

Thornton

CO

80260

TC143074

150 Hidden Valley Rd

Livingston

TX

77351

TC143077

827 Glenside Ave

Wyncote

PA

19095-1221

TC143078

827 Glenside Ave

Wyncote

PA

19095-1221

TC143080

251 10th St

Hoboken

NJ

07030

TC143082

3001 Government St

Baton Rouge

LA

70806-5504

TC143102

1550 W 88th Ave

Thornton

CO

80260

TC143103

76 Community Ave

Plainfield

CT

06374

TC143130

1073 Main St

Millis

MA

02054

TC143137

1150 Golden Cir Bldg 11

Golden

CO

80401-3623

TC143145

911 Main St

Kansas City

MO

64105-2009

TC143148

6885 Southwest Freeway

Houston

TX

77074

TC143175

2560 San Ramon Valley Blvd

San Ramon

CA

94583-1604

TC143180

3333 S Brea Canyon Rd

Diamond Bar

CA

91765

TC143183

8639 Seneca Tpke

New Hartford

NY

13413-4972

TC143184

136 N Main St

Concord

NH

03301

TC143185

136 N Main St

Concord

NH

03301

TC143208

1820 Spence St

Baltimore

MD

21230-1355

TC143209

1510 W Mosher St

Baltimore

MD

21217-2175

TC143210

1510 W Mosher St

Baltimore

MD

21217-2175

TC143214

51 Tower Road

Cocolalla

ID

83813

TC143215

51 Tower Road

Cocolalla

ID

83813

TC143216

51 Tower Road

Cocolalla

ID

83813

TC143230

536 Old Orchard Trl

Pittsburgh

PA

15238-5100

TC143240

11093 27 Mile Rd

Washington

MI

48094-3903

TC143246

8300 Rex Rd

Pico Rivera

CA

90660-3719

TC143251

2646 Palma Dr

Ventura

CA

93003

TC143254

1914 Washington Ave N

Minneapolis

MN

55411-3427

TC143256

1900 Walker Ave

Monrovia

CA

91016

TC143262

5291 S Us Highway 59

Nacogdoches

TX

75964-8427

TC143263

233 Kersten Rd

Sealy

TX

77474-8569

TC143264

506 E 2nd St

Lancaster

TX

75146

TC143376

2535 S Kinnickinnic Ave

Milwaukee

WI

53207

TC143380

10 Osborne Ter

Newark

NJ

07108-1700

TC143387

8324 Skokie Blvd

Skokie

IL

60077

TC143390

3-5351 Kuhio Hwy

Lihue

HI

96766-9151

TC143398

100 E Ferguson St

Tyler

TX

75702-5759

TC143399

100 E Ferguson St

Tyler

TX

75702-5759

TC143405

314 Hidden Valley Dr

Garrison

TX

75946-8147

TC143414

123 Dry Bridge Rd

Charlottesville

VA

22903-7453

TC143415

123 Dry Bridge Rd

Charlottesville

VA

22903-7453

TC143416

123 Dry Bridge Rd

Charlottesville

VA

22903-7453

TC143605

26 Brighton Pl

Smyrna

DE

19977

TC143606

912 Baltimore Ave

Kansas City

MO

64105-1772

TC143617

731-733 S 13th St

Newark

NJ

07103-1753

 


 

Asset Number

Address

City

State

Zip

TC143618

419 N Buchanan St

Lafayette

LA

70501-4349

TC143621

4100 W Fillmore St

Chicago

IL

60624-3907

TC143622

4100 W Fillmore St

Chicago

IL

60624-3907

TC143623

4100 W Fillmore St

Chicago

IL

60624-3907

TC143624

3025 E 3300 S Ste D

Salt Lake City

UT

84109

TC143630

512 Gallivan Blvd

Dorchester Center

MA

02124

TC143638

1130 US Highway 22

Lebanon

NJ

08833-4209

TC143639

1130 US Highway 22

Lebanon

NJ

08833-4209

TC143642

5500 Us Highway 59 N

Lufkin

TX

75901-0554

TC143643

119 Jones Ln

Garrison

TX

75946-6345

TC143644

14707 S Dixie Hwy

Miami

FL

33176-7948

TC143645

14707 S Dixie Hwy

Miami

FL

33176-7948

TC143646

14707 S Dixie Hwy

Miami

FL

33176-7948

TC143649

14707 S Dixie Hwy

Miami

FL

33176-7948

TC143653

4268 Swisher Rd

Denton

TX

76208-6719

TC143658

2325 S Main St

Los Angeles

CA

90015-3008

TC143661

52 E Arverne Ave

Ocean Gate

NJ

08740

TC143662

52 E Arverne Ave

Ocean Gate

NJ

08740

TC143663

52 E Arverne Ave

Ocean Gate

NJ

08740

TC143664

52 E Arverne Ave

Ocean Gate

NJ

08740

TC143676

4101 University Dr

Anchorage

AK

99508-4625

TC143695

7301 NW Tiffany Springs Rd

Kansas City

MO

64153-1830

TC143696

646 Germantown Pike

Lafayette Hill

PA

19444

TC143698

3593 Fm 2782

Nacogdoches

TX

75964-2505

TC143701

1041 Old Hillsboro Rd

Henniker

NH

03242-4010

TC143707

100 Pond Lily Ave

New Haven

CT

06515-1106

TC143708

100 Pond Lily Ave

New Haven

CT

06515-1106

TC143710

6022 Two Ford Rd

Roanoke

VA

24018-7672

TC143711

225 Lordship Blvd

Stratford

CT

06615-7119

TC143712

225 Lordship Blvd

Stratford

CT

06615-7119

TC143720

9421 Largo Dr W Uppr

Upper Marlboro

MD

20774-4758

TC143721

9421 Largo Dr W Uppr

Upper Marlboro

MD

20774-4758

TC143727

100 Carpenter Ave

Middletown

NY

10940-2154

TC143740

2454 Kennesaw Due West Rd NW

Kennesaw

GA

30152-3526

TC143764

3003 N University Dr

Sunrise

FL

33322

TC143765

3003 N University Dr

Sunrise

FL

33322

TC143787

696 Willoughby Ave

Brooklyn

NY

11206

TC143790

2182 Flatbush Ave

Brooklyn

NY

11234

TC153892

1424 Maxim Southard Rd

Howell

NJ

07731

TC153911

1200 Orange Ave

Corcoran

CA

93212-9609

TC153954

3008 Hyde Park Blvd

Los Angeles

CA

90043

TC153958

233 N New Ballas Rd.

Creve Coeur

MO

63146

TC153968

635 Oxford St

Chula Vista

CA

91911-2610

TC153993

4711 Berwyn House Rd

College Park

MD

20740-2480

TC154002

1700 Denison Ave

Cleveland

OH

44109

TC154151

363 S Garden Way

Eugene

OR

97401-8042

TC154175

4370-4380 Alvarado Canyon Rd

San Diego

CA

92120-4301

TC154177

3200 N Military Trl

Boca Raton

FL

33431-6343

TC154180

8790 S Highway 97

Redmond

OR

97756

TC154201

7902 15th Ave

Brooklyn

NY

11228-2549

TC154207

Lincoln St

Franklin

MA

02038-1047

TC154220

2619 Preston Ave

Pasadena

TX

77503-3734

TC154222

5440 W Northern Ave

Glendale

AZ

85301-1406

TC154231

58 US 202

RINDGE

NH

03461

TC154234

8777 169Th St

Jamaica

NY

11432-4463

TC154241

960 Holmdel Rd

Holmdel

NJ

07733-2138

TC154255

2012 Westwood Northern Blvd

Cincinnati

OH

45225-1524

TC154265

1951 Ames Blvd

Marrero

LA

70072-4743

TC154267

1250 E Franklin Ave

Pomona

CA

91766-5449

TC154268

1250 E Franklin Ave

Pomona

CA

91766-5449

TC154286

6115 N Farm Road 141

Springfield

MO

65803-8487

TC154292

6280 W North Ave

Chicago

IL

60639-2528

TC154311

33494 Stoney Creek Ave

Seward

AK

99664

TC154312

33494 Stoney Creek Ave

Seward

AK

99664

TC154330

2828 N 59th Ave

Phoenix

AZ

85035

TC154343

808 14th St SW

Loveland

CO

80537-6331

TC154345

9450 Manor Mountain Ct

Moreno Valley

CA

92555

TC154348

242 N Sutter St

Stockton

CA

95202-2402

TC154349

242 N Sutter St

Stockton

CA

95202-2402

TC154350

242 N Sutter St

Stockton

CA

95202-2402

TC154371

7618 SW 215th St

Douglass

KS

67039-8274

TC154372

2001 Beach Street

Fort Worth

TX

76103

TC154382

346 Frog Pond Rd

Little Egg Harbor Twp

NJ

08087

TC154383

825 Radio Rd

Little Egg Harbor Twp

NJ

08087

 


 

Asset Number

Address

City

State

Zip

TC154384

825 Radio Rd

Little Egg Harbor Twp

NJ

08087

TC154387

1203 N Us Highway 1

Ormond Beach

FL

32174

TC154388

1203 N Us Highway 1

Ormond Beach

FL

32174

TC154395

706 Milton Grove Rd

Mount Joy

PA

17552-8837

TC154402

21003 E Bradshaw Rd

Fairfield

WA

99012-9792

TC154406

104 Birdie Hills Rd

St Peters

MO

63376

TC154428

7313 Northern Blvd

East Syracuse

NY

13057-9736

TC154451

7576 State Route 48

Waynesville

OH

45068

TC154454

5450 Texas 176

Andrews

TX

79714

TC154462

431-433 Kennedy Blvd.

Bayonne

NJ

07002

TC154471

2830 N 42nd Street

Phoenix

AZ

85008-1432

TC154486

2840 Valentine Ave

Bronx

NY

10458

TC154493

140 N Virginia St

Reno

NV

89501-1406

TC154526

2610 Wycliffe

Raleigh

NC

27607

TC154578

4864 Dempster St

Skokie

IL

60077-2253

TC154610

4030 William Flynn Hwy

Allison Park

PA

15101

TC164683

935 W Wisconsin Ave

Milwaukee

WI

53233-2310

TC164686

28 W. Cook St.

Manteno

IL

60950

TC164691

Ew139 Rd

Holdenville

OK

74848

TC164710

2113 Grubbs Rd.

Sealy

TX

77474

TC164721

35162 C30 Apt Le

Le Mars

IA

51031-8056

TC164735

50 Morgan Street

Hartford

CT

06120

TC164737

1431 Lainson Ave

Fort Dodge

IA

50501-8739

TC164738

2020 NW Glassow Dr

Bend

OR

97703-5642

TC164739

12345 W 95th St

Lenexa

KS

66215-3853

TC164740

12345 W 95th St

Lenexa

KS

66215-3853

TC164742

940 N. Durfee Ave

South El Monte

CA

91733-4408

TC164750

101 Heitmann Dr

Lincoln

IL

62656

TC164758

3900 W Us Highway 95

Somerton

AZ

85350

TC164760

10147 West Florissant Rd

Dellwood

MO

63135

TC164776

40 W 4th St

Dayton

OH

45402-1857

TC164777

40 W 4th St

Dayton

OH

45402-1857

TC164779

40 W 4th St

Dayton

OH

45402-1857

TC164795

33425 Idyllwild Rd

Creswell

OR

97426-9368

TC164805

5707 South Simms Street

Littleton

CO

80127

TC164814

45 Eisenhower Drive

Paramus

NJ

07652

TC164815

45 Eisenhower Drive

Paramus

NJ

07652

TC164816

45 Eisenhower Drive

Paramus

NJ

07652

TC164820

1200 Orange Ave

Corcoran

CA

93212-9609

TC164826

331 Fulton St

Peoria

IL

61602-1486

TC164834

2337 Silveria Ct

Santa Clara

CA

95054-1352

TC164835

2337 Silveria Ct

Santa Clara

CA

95054-1352

TC164841

1710 Cypress Creek Pkwy.

Houston

TX

77090

TC164845

1320 Goshen Ave

Fort Wayne

IN

46808

TC164858

Frankfort Road and SH 190 Frontage Road

Dallas

TX

75287-5704

TC164859

8125 Shepherd Rd

Shepherd

MT

59079-3830

TC164863

839 Landon Dr

Bullhead City

AZ

86429

TC164864

2 Wilmington Park

Chadds Ford

PA

19317

TC164889

3970 Clear View Frontage Rd

Colorado Springs

CO

80911-1220

TC164899

951 Herriot Dr

Mauston

WI

53948-2013

TC164912

14 Queens Folly Rd

Hilton Head Island

SC

29928-5110

TC164913

14 Queens Folly Rd

Hilton Head Island

SC

29928-5110

TC164915

4111 S Darlington Ave

Tulsa

OK

74135

TC164916

4111 S Darlington Ave

Tulsa

OK

74135

TC164917

4111 S Darlington Ave

Tulsa

OK

74135

TC164923

1970 Diablo Rd

Danville

CA

94506-2056

TC164942

1655 Valley Rd

Wayne

NJ

07470-2044

TC164962

11986 Lancaster Street

Millersport

OH

43046

TC164970

5914 Lost Horizon Dr

Austin

TX

78759-6213

TC165005

20792 Bango Rd

Fallon

NV

89406

TC165024

250 E 1st St

Azusa

CA

91702

TC165233

1729 Signal Point Rd

Charleston

SC

29412-8028

TC165234

1728 Signal Point Road

Charleston

SC

29412

TC165244

251 E Schrock Rd

Wasilla

AK

99654

TC165295

3728 W 3980 N

Moore

ID

83255

TC165298

1345 Deer Mountain Ct. a/k/a 1355 Dear Mount Ct.

Ketchikan

AK

99901-6707

TC165309

1771 E Palomar St

Chula Vista

CA

91913

TC165362

6499 W 65th St

Bedford Park

IL

60638-5118

TC165363

6648 S Narragansett Ave

Bedford Park

IL

60638-5112

TC165371

30690 Aldine Westfield Rd

Spring

TX

77386-3339

TC165380

15041 SE 288th St

Kent

WA

98042-4525

TC165394

1290 Ocean Ave

Brooklyn

NY

11230

TC165407

600 Central Ave

Great Falls

MT

59401-3179

TC165408

7847 Highway B

Perryville

MO

63775-5755

 


 

Asset Number

Address

City

State

Zip

TC165425

4225 Sioux Ln

McHenry

IL

60050

TC165426

4225 Sioux Ln

McHenry

IL

60050

TC165430

351 Riverdale Avenue

Brooklyn

NY

11212-4048

TC165431

319 East Idaho Street

Paul

ID

83347

TC165433

82 Mechanic St

Pawcatuck

CT

06379

TC165441

12251 N 32nd St

Phoenix

AZ

85032-7189

TC165447

529 Miller St sudivided out of 323 Miller Street

Navasota

TX

77868

TC165449

5263 Agro Dr

Frederick

MD

21703

TC165450

5263 Agro Dr

Frederick

MD

21703

TC165456

727 S Schifferdecker Ave

Joplin

MO

64801-3524

TC165462

Horse Creek Rd

Darien

GA

31305

TC165463

Horse Creek Rd

Darien

GA

31305

TC165470

331 Osborne Ter

Newark

NJ

07112-2050

TC165471

W229N1420 Westwood Dr

Waukesha

WI

53186-1175

TC165480

320 Lawndale St

Fayetteville

NC

28306-2835

TC165484

1259 N Church St

Moorestown

NJ

08057

TC165506

4920 Hunting Creek Church Rd

Hamptonville

NC

27020-7749

TC165528

8910 SE Fuller Rd

Happy Valley

OR

97086-3610

TC165530

8840 Warner Ave Ste 204

Fountain Valley

CA

92708-3233

TC165531

8840 Warner Ave Ste 204

Fountain Valley

CA

92708-3233

TC176227

104 S Center St

Goldsboro

NC

27530-4829

TC176255

6951 West Little York Rd.

Houston

TX

77040

TC176320

9034 County Road 144

Brainerd

MN

56401-1829

TC176353

29000 S Western Ave

Rancho Palos Verdes

CA

90275-0818

TC176395

21247 Questhaven Rd

San Marcos

CA

92078-3410

TC176413

201 Union Blvd

West Islip

NY

11795-3007

TC176414

201 Union Blvd

West Islip

NY

11795-3007

TC176417

317 FM- 89

Abilene

TX

79606-6603

 

 


 

EXHIBIT A

 

INITIAL BUDGET

 

$33,538 Operating Expense through December 31, 2018

US-DOCS\100390964.8


 

EXHIBIT B

 

FORM OF MANAGER REPORT

 

 

US-DOCS\100390964.8


 

Landmark Infrastructure Partners GP LLC -- Monthly Report

Today's Date (Date of Submission)

6/5/2018

 

 

 

 

 

 

 

Beginning of Period

[____]

 

 

 

 

 

 

 

End of Period

[____]

 

 

 

 

 

 

 

 

PRINCIPAL NOTE BALANCE

Series 2018-1

 

BOP Balance

 

Targeted Paydown

 

Unpaid Carryforward Amort from Previous

 

Actual Paydown

 

Unpaid Amort Amt

 

EOP Balance

 

Coupon

 

Interest Due

Series 2018-1 Class C

 

95,530,000.00

 

-

 

-

 

-

 

-

 

95,530,000.00

 

3.970%

 

-

Series 2018-1 Class D

 

13,180,000.00

 

-

 

-

 

-

 

-

 

13,180,000.00

 

4.700%

 

-

Series 2018-1 Class F

 

16,730,000.00

 

-

 

-

 

-

 

-

 

16,730,000.00

 

5.920%

 

-

Total

 

125,440,000.00

 

-

 

-

 

-

 

-

 

125,440,000.00

 

4.31%

 

-

TOTAL

 

125,440,000.00

 

-

 

-

 

-

 

-

 

125,440,000.00

 

4.31%

 

-

 

ACCOUNT BALANCES

 

 

 

Beginning Period

End Period

 

 

 

 

Collection Account

-

-

 

 

 

 

Impositions and Reserve Account

-

-

 

 

 

 

Advance Rents Reserve Account

783,378.00

783,378.00

 

 

 

 

Site Acquisition Account (if any)

-

-

 

 

 

 

Yield Maintenance Reserve Account (if any)

-

-

 

 

 

 

 

 

 

 

 

 

 

 

 

ANNUALIZED NET CASH FLOW

 

 

 

Current Period

 

 

 

 

 

Scheduled NTM Rent (based on the minimum Rent payable by Tenants during such 12 month period)

-

 

 

 

 

 

Average Contingent Rent paid by Tenants during past 12 months

-

 

 

 

 

 

Annualized Revenue

-

 

 

 

 

 

Annualized Net Cash Flow (=98.25% x Annualized Revenue)

-

 

 

 

 

 

 


 

 

DSCR

 

 

 

 

 

 

 

 

DSCR = (a) over (b)

 

 

 

 

 

 

 

(a)

Annualized Net Cash Flow

-

 

 

 

 

 

 

Less: 12 months Monthly Amortization Amounts

$0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(b)

Sum of the following:

 

 

 

 

 

 

 

Next 12 months interest

-

 

 

 

 

 

 

Per Annum Indenture Trustee Fee

-

 

 

 

 

 

 

Per Annum Servicer Fee

-

 

 

 

 

 

 

Less: Annualized Yield Maintenance Amount (if applicable)

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TRIGGERS

 

 

 

 

Requirement

Actual

Result

 

 

Cash Trap Condition

 

DSCR

1.30x

0.00x

PASS/FAIL

 

 

Amortization Period

 

DSCR

1.15x

0.00x

PASS/FAIL

 

 

Manager Replacement

 

DSCR

1.10x

0.00x

PASS/FAIL

 

 

 

 

 

 

 

 

 

 

 

TENANT QUALITY TESTS

 

 

Requirement

Actual

Result

 

 

 

% of Annualized Revenue for all Tenant Site Assets that have an Investment Grade Rating

40%

-

PASS/FAIL

 

 

 

% of Annualized Net Cash Flow represented by Mortgaged Tenant Site Assets

95%

-

PASS/FAIL

 

 

 

 

 

 


 

EXHIBIT C

 

FORM OF MANAGER EXTENSION LETTER

 

 

US-DOCS\100390964.8


 

LMRK ISSUER CO III LLC

2141 Rosecrans Avenue, Suite 2100  

El Segundo, CA 90245

 

LANDMARK INFRASTRUCTURE PARTNERS GP LLC

2141 Rosecrans Avenue, Suite 2100 El Segundo, CA 90245

 

[ __ ], 2018

 

Re: Extension of Management Agreement, dated as of June 6, 2018, by and among the LMRK Issuer Co III LLC (the “Issuer”), the Asset Entities from time to time party thereto and Landmark Infrastructure Partners GP LLC, as manager (the “Manager”)

 

Dear [ __ ]:

 

Reference is made to the Management Agreement, dated as of June 6, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Management Agreement”), by and among the LMRK Issuer Co III LLC (the “Issuer”), the Asset Entities from time to time party thereto and Landmark Infrastructure Partners GP LLC, as manager (the “Manager”). Capitalized terms not defined herein shall have the meanings set forth in the Management Agreement.

 

Pursuant to Section 22(a) of the Management Agreement, the initial Term of the Management Agreement was scheduled to expire at 5:00 P.M. (New York time) on [ __ ] (the “Initial Expiration Date”), which Term may be extended from time to time at the option of the Issuer, for successive one (1) month periods by written notice by the Issuer to that effect to the Manager on or prior to the then-current Expiration Date (an “Extension Notice”).

Pursuant to Section 22(a) of the Management Agreement, the Issuer hereby notifies you that the Issuer has elected to extend the term of the Management for an additional one (1) month period (so that the Expiration Date is the last day of the calendar month following the date of the Initial Expiration Date). The new Expiration Date will be [ __ ].

 

[Remainder of Page Intentionally Blank; Signature Page Follows]

 

 


 

 

 

Very truly yours,

 

 

 

LMRK ISSUER CO III LLC

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

Copies to:

 

Wilmington Trust, National Association

1100 N. Market Street Wilmington, DE 19890

clmajor@wilmingtontrust.com

 

Midland Loan Services, a divison of PNC Bank, National Association  

10851 Mastin Street, Suite 300

Overland Park, KS 66210 USA

Brandy.Toepfer@midlandls.com

 

[Signature Page to Extension Notice]