10-12G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

BROADSTONE NET LEASE, INC.

(Exact name of registrant as specified in its charter)

Maryland	26-1516177
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

800 Clinton Square Rochester, New York	14604
(Address of principal executive offices)	(Zip Code)

(585) 287-6500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

None

Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:

Common Stock,

par value $0.001 per share

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒  (Do not check if a smaller reporting company)	Smaller reporting company	☐
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

BROADSTONE NET LEASE, INC.

TABLE OF CONTENTS

		Page
Cautionary Note Regarding Forward-Looking Statements			ii
Item 1.	Business		1
Item 1A.	Risk Factors.		15
Item 2.	Financial Information		34
Item 3.	Properties.		57
Item 4.	Security Ownership of Certain Beneficial Owners and Management.		58
Item 5.	Directors and Executive Officers.		60
Item 6.	Executive Compensation.		69
Item 7.	Certain Relationships and Related Transactions and Director Independence.		71
Item 8.	Legal Proceedings.		78
Item 9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.		79
Item 10.	Recent Sales of Unregistered Securities.		81
Item 11.	Description of Registrant’s Securities to Be Registered.		84
Item 12.	Indemnification of Directors and Officers.		94
Item 13.	Financial Statements and Supplementary Data.		96
Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.		97
Item 15.	Financial Statements and Exhibits.		98

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Cautionary Note Regarding Forward-Looking Statements

Except where the context suggests otherwise, the terms “we,” “us,” “our,” and “our company” refer to Broadstone Net Lease, Inc., a Maryland corporation, and, as required by context, Broadstone Net Lease, LLC, a New York limited liability company, which we refer to as our “Operating Company,” and to their respective subsidiaries.

This General Form for Registration of Securities on Form 10 (this “Form 10”) may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding, among other things, our plans, strategies, and prospects, both business and financial. Forward-looking statements include, but are not limited to, statements that represent our beliefs concerning future operations, strategies, financial results or other developments. Forward-looking statements can be identified by the use of forward-looking terminology such as, but not limited to, “may,” “should,” “expect,” “anticipate,” “estimate,” “would be,” “believe,” or “continue” or the negative or other variations of comparable terminology. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic, and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Although we believe that our plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Form 10 is filed with the Securities and Exchange Commission (the “SEC”). Except as required by law, we do not undertake any obligation to update or revise any forward-looking statements contained in this Form 10. Important factors that could cause actual results to differ materially from the forward-looking statements are disclosed in Item 1A. “Risk Factors” of this Form 10.

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Item 1. Business

We are filing this Form 10 to register our shares of common stock, $0.001 par value per share (our “common stock”), pursuant to Section 12(g) of the Exchange Act. We are subject to the registration requirements of Section 12(g) of the Exchange Act because as of December 31, 2016, the aggregate value of our assets exceeded the applicable threshold and our common stock was held of record by 2,000 or more persons. As a result of the registration of our common stock pursuant to the Exchange Act, following the effectiveness of this Form 10, we will be subject to the requirements of the Exchange Act and the rules promulgated thereunder. In particular, we will be required to file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K and otherwise comply with the disclosure obligations of the Exchange Act applicable to issuers filing registration statements to register a class of securities pursuant to Section 12(g) of the Exchange Act.

General

We are an externally managed real estate investment trust (“REIT”), formed as a Maryland corporation in 2007 to acquire and hold single-tenant, commercial real estate properties throughout the United States that are leased to the properties’ operators under long-term leases. We focus on real estate that is operated by a single tenant, and where the real estate is an integral part of the tenant’s business. Our diversified portfolio of real estate includes retail properties, such as quick service and casual dining restaurants, healthcare facilities, industrial manufacturing facilities, warehouse and distribution centers, and corporate offices, amongst others. We target properties with credit-worthy tenants that look to engage in a long term lease relationship. Through long term leases, our tenants are able to retain control of their critical locations, while conserving their debt and equity capital to fund their fundamental business operations.

As of December 31, 2016, we owned a diversified portfolio of 417 individual net leased commercial properties located in 37 states, which were 100% leased, with approximately 12.9 million rentable square feet of operational space, 106 different commercial tenants, and no single tenant accounting for 5% or more of our annual rental stream.

We elected to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), beginning with our taxable year ending December 31, 2008. As a REIT, we are not subject to federal income tax to the extent that we meet certain requirements, including that we distribute at least 90% of our annual taxable income to our stockholders, and other requirements based on the composition of our asset portfolio and sources of income.

We conduct substantially all of our activities through, and all of our properties are held directly or indirectly by, Broadstone Net Lease, LLC (the “Operating Company”). We are the sole managing member of the Operating Company and as of December 31, 2016, we owned approximately 91.4% of its issued and outstanding membership units, with the remaining 8.6% of its membership units held by persons who were issued membership units in exchange for their interests in properties acquired by the Operating Company.

As we conduct substantially all of our operations through the Operating Company, we are structured as what is referred to as an Umbrella Partnership Real Estate Investment Trust (“UPREIT”). The UPREIT structure allows a property owner to contribute their property to the Operating Company in exchange for membership units and generally defer taxation of a resulting gain until the contributor later disposes of the membership units. The membership units of the Operating Company held by members of the Operating Company other than us are referred to herein and in our consolidated financial statements as “noncontrolling interests,” “noncontrolling membership units,” or “membership units,” and are convertible into shares of our common stock on a one-for-one basis, subject to certain restrictions. We allocate consolidated earnings to holders of our common stock and noncontrolling membership unit holders of the Operating Company based on the weighted average number of shares of our common stock and noncontrolling membership units outstanding during the year. As of December 31, 2016, there were approximately 1.43 million noncontrolling membership units outstanding. The weighted average number of noncontrolling membership units outstanding during 2016 was 1.42 million.

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Our principal executive offices are located at 800 Clinton Square, Rochester, New York, 14604, and our telephone number is (585) 287-6500.

2016 Highlights

For the year ended December 31, 2016, we:

• Grew total revenues to $142.9 million, an increase of 45.7% compared to the prior year.

• Generated earnings per share, including amounts attributable to noncontrolling interests, of $2.76, representing an increase of $0.61 per diluted share.

• Generated Funds From Operations (“FFO”) of $5.53 per diluted share, Adjusted Funds From Operations (“AFFO”) of $4.58 per diluted share, and Operating-Adjusted Funds From Operations (“O-AFFO”) of $5.29 per diluted share.

• Achieved a total pre-tax return of 11.2%, assuming investor participation in our Distribution Reinvestment Plan (“distribution reinvestment plan” or “DRIP”). This total return is comprised of income from distributions and share price appreciation, and is net of any fees payable to our Manager and our Asset Manager (each as defined below).

• Increased the Determined Share Value (as defined below) from $74.00 per share at December 31, 2015 to $77.00 per share at December 31, 2016, representing a 4.1% increase. The Determined Share Value was subsequently increased to $79.00 per share as of the February 10, 2017 meeting of our board of directors.

• Increased our monthly cash distribution to our stockholders from $0.405 per share at December 31, 2015, to $0.41 per share during our February 2016 meeting of our board of directors, which remained in effect through December 31, 2016 and represented a 1.2% increase. Based upon the then current Determined Share Value of $77.00 per share, this $0.41 per share distribution rate represented an approximate 6.4% annualized yield for new investments. We subsequently increased the distribution to $0.415 per share at the February 10, 2017 meeting of our board of directors, resulting in an approximate 6.3% annualized yield on the current Determined Share Value of $79.00 per share.

• Closed 22 real estate acquisitions totaling $518.8 million, adding 88 new properties and a capital expansion on an existing property to our portfolio at a weighted average initial cash capitalization rate of 6.83%. These newly added properties are subject to leases with a weighted average remaining lease term of 15.4 years. Capitalization rates are calculated as a property’s base rent at acquisition divided by the acquisition purchase price.

• Received $290.9 million in investments from new and existing stockholders and had over 2,000 stockholders as of the end of the year.

• Received an initial investment grade credit rating of Baa3 from Moody’s Investors Service.

• Increased borrowings under one of our term loan facilities from $280 million to $375 million by exercising a $95 million delayed draw feature under the terms of the loan agreement.

• Collected 100% of rents due during 2016 and maintained a 100% leased portfolio.

We present FFO, AFFO, and O-AFFO, which are performance measures that are not calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We present these non-GAAP measures as we believe certain investors and other users of our financial information use them as part of their evaluation of our historical operating performance. Please see our discussion in Item 2. “Financial Information – Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this Form 10, which includes discussion of the definition, purpose, and use of these non-GAAP measures as well as a reconciliation to the most comparable GAAP measure.

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Our Properties and Investment Objectives

We target acquisitions of fee simple interests in individual properties priced between $5 million and $50 million. Portfolios may be significantly larger, depending on balance sheet capacity and whether the portfolio is diversified or concentrated by tenant, geography, or brand. Our investment policy (“Investment Policy”) has three primary objectives that drive the investments we make: (1) preserve, protect, and return capital to investors; (2) realize increased cash available for distributions and long-term capital appreciation from growth in the rental income and value of our properties; and (3) maximize the level of sustainable cash distributions to our investors. We primarily acquire freestanding, single-tenant commercial properties located in the United States either directly from our credit-worthy tenants in sale-leaseback transactions, where they sell us their properties and simultaneously lease them back through long-term, triple-net leases, or through the purchase of properties already under a triple-net lease (i.e., a lease assumption). Under either scenario, our properties are generally under lease and fully occupied at the time of acquisition. We focus on properties in growth markets with at least ten years of lease term remaining that will achieve financial returns on equity of greater than 10%, net of fees, provided that all acquisitions must have a minimum remaining lease term of seven years and a minimum return on equity of 9.5%, unless approved by our Independent Directors Committee (as defined below). Our criteria for selecting properties (“Property Selection Criteria”) is based on three pillars of underwriting evaluation:

• fundamental value and characteristics of the underlying real estate,

• creditworthiness of the tenant, and

• transaction structure and pricing.

We believe we can achieve an appropriate risk-adjusted return through these pillars and conservatively project a property’s potential to generate targeted returns from current and future cash flows. We believe targeted returns are achieved through a combination of in-place income at the time of acquisition, rent growth, and a property’s potential for appreciation.

To achieve an appropriate risk-adjusted return, we maintain a diversified portfolio of real estate spread across multiple tenants, industries, and geographic locations. The following charts summarize our portfolio diversification by industry and geographic location. The percentages below are calculated based upon our potential contractual rental revenue on a per property type basis divided by total potential contractual rental revenue over the next twelve months. Late payments, non-payments or other unscheduled payments are not considered in the calculation.

Industry Diversification, by % of Revenue

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Property Type	% Revenue
Retail – quick service restaurants (QSR)		13.6	%
Retail – casual dining		13.2	%
Retail – other		6.5	%
Total Retail		33.3	%
Industrial – manufacturing		14.5	%
Industrial – warehouse/distribution		7.9	%
Industrial – flex		5.9	%
Industrial – other		4.4	%
Total Industrial		32.7	%
Healthcare – clinical		10.5	%
Healthcare – surgical		6.7	%
Healthcare – other		4.5	%
Total Healthcare		21.7	%
Other – corporate office		7.5	%
Other – other		4.8	%
Total Other		12.3	%

Top Tenant Industries
Industry	% Revenue
Restaurants		26.8	%
Health Care Facilities		22.2	%
Auto Parts & Equipment		6.4	%
Industrial Conglomerates		3.0	%
Multi-line Insurance		2.7	%
Industrial Machinery		2.7	%
Distributors		2.6	%
Specialized Consumer Services		2.6	%
Packaged Foods & Meats		2.5	%
Food Retail		2.2	%
Metal & Glass Containers		2.1	%
Soft Drinks		2.0	%
Managed Health Care		1.8	%
Life Sciences Tools & Services		1.6	%
Distillers & Vintners		1.5	%
Top Tenant Industries		82.7	%
Other (21 industries)		17.3	%
Total		100.0	%

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Geographic Diversification, by % of Revenue

Substantially all of our leases are triple-net, meaning that our tenants are responsible for the maintenance, insurance, and property taxes associated with the properties they lease from us. Upon inception and at December 31, 2016, all of our properties are subject to leases. We do not currently engage in the development of real estate, which could cause a delay in timing between the funds used to invest in properties and the corresponding cash inflows from rental receipts. Our cash flows from operations are primarily generated through our real estate investment portfolio and the monthly lease payments under our long-term leases with our tenants.

To increase value to our stockholders, we strive to implement periodic rent escalations within our leases. As of December 31, 2016, all of our leases had contractual rent escalations, with a 2.1% weighted average for 2016. A substantial majority of our leases have fixed annual rent increases, and the remaining portion has annual lease escalations based on increases in the Consumer Price Index (CPI), or periodic escalations over the term of the lease (e.g., a 10% increase every five years). These lease escalations mitigate exposure to fixed income streams in the case of an inflationary economic environment, and provide increased return in otherwise stable market conditions. Our focus on single-tenant, triple-net leases shifts certain risks to the tenant and shelters us from volatility in the cost of taxes, insurance, services, and maintenance of the property. An insignificant portion of our tenants have leases that are not fully triple-net, and, therefore, we bear responsibility for certain maintenance and structural component replacements that may be required in the future. In the limited circumstances where we cannot implement a triple-net lease, we attempt to limit our exposure through the use of warranties and other remedies that reduce the likelihood of a significant capital outlay during the term of the lease. We will also occasionally incur nominal property-level expenses that are not paid by our tenants. We do not currently anticipate making significant capital expenditures or incurring other significant property costs during the term of a property lease.

Due to the fact that all of our properties are leased to single tenants under long-term leases, we are not currently required to perform significant ongoing leasing activities on our properties. Only two of our properties,

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representing less than 1% of our annual rental streams (calculated based on potential contractual rental revenue), will expire before 2020. As of December 31, 2016, the weighted average remaining term of our leases (calculated based on potential contractual rental revenue) was approximately 13.4 years, excluding renewal options, which are exercisable at the option of our tenants upon expiration of their base lease term. Less than 6% of the properties in our portfolio are subject to leases without at least one renewal option. Furthermore, the weighted average lease term on the $518.8 million in properties acquired during 2016 was greater than 15 years. During 2015, we acquired $550.1 million in properties with a weighted average remaining lease term greater than 17 years. Approximately 50% of our rental revenue is from leases that expire after 2030. As of December 31, 2016, not more than 11% of our rental revenue is from leases that expire in any single year in the decade between 2020 and 2030. The following chart sets forth our lease expirations by industry, based upon the terms of our leases in place as of December 31, 2016.

Lease Maturity Schedule, by % of Revenue

Our top tenants and brands at December 31, 2016, are as follows. The percentages below are calculated based upon our potential contractual rental revenue on a per tenant or brand basis, divided by total potential contractual rental revenue over the next twelve months. Late payments, non-payments or other unscheduled payments are not considered in the calculation.

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Top Ten Tenants, by % of Revenue

Tenant	Property Type		% Revenue			Properties
Red Lobster Hospitality LLC & Red Lobster Restaurants LLC		Retail		4.9	%		25
Jack’s Family Restaurants LP		Retail		4.0	%		36
Outback Steakhouse of Florida, LLC(1)		Retail		3.6	%		24
Big Tex Trailer Manufacturing Inc.		Industrial/Retail		3.1	%		17
Siemens Medical Solutions USA, Inc. & Siemens Corporation		Industrial		3.0	%		2
Nationwide Mutual Insurance Company		Other		2.7	%		2
Arkansas Surgical Hospital LLC		Healthcare		2.7	%		1
BEF Foods Inc.		Industrial		2.5	%		2
Cott Beverages Inc.		Industrial		2.0	%		5
Advanced Dental Implant and Denture Center LLC		Healthcare		1.9	%		17
Total				30.4	%		131
All Other				69.6	%		286

⁽¹⁾ Tenant’s properties include 22 Outback Steakhouse restaurants and two Carrabba’s Italian Grill restaurants.

Top Ten Brands, by % of Revenue

Brand	Property Type		% Revenue			Properties
Red Lobster		Retail		4.9	%		25
Jack’s Family Restaurants		Retail		4.0	%		36
Taco Bell		Retail		3.5	%		41
Wendy’s		Retail		3.3	%		34
Outback Steakhouse		Retail		3.2	%		22
Big Tex Trailers		Industrial/Retail		3.1	%		17
Siemens		Industrial		3.0	%		2
Applebee’s		Retail		3.0	%		21
Nationwide Mutual		Other		2.7	%		2
Arkansas Surgical Hospital		Healthcare		2.7	%		1
Total				33.4	%		201
All Other				66.6	%		216

Our Investment Policy generally requires us to seek diversification of our investments. Based on the aggregate next twelve months’ rents of the properties in the portfolio, determined as of the date of the prior quarter end, new investments may not cause us to exceed:

• 5% in any single property,

• 8% leased to any single tenant or brand,

• 15% located in any single metropolitan statistical area, or

• 20% located in any single state.

We may exceed these diversification targets from time to time with the approval of the Independent Directors Committee. To avoid undue risk concentrations in any single asset class or category, long-term asset allocation will be set with the following target percentages and within the following ranges, although these ranges may be temporarily waived by the Independent Directors Committee:

Asset Category	Target			Range
Retail		30	%		20-45	%
Healthcare		30	%		20-45	%
Industrial		30	%		20-45	%
Other		10	%		0-15	%

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While the Independent Directors Committee establishes diversification thresholds to manage risk, the management team does not review discrete financial information at this level. Refer to our discussion regarding segment reporting in the notes to the consolidated financial statements within this Form 10.

We do not currently engage in the development of real estate, but may do so in the future. Our Investment Policy provides the Asset Manager (defined below) with the authority to make any acquisition or sale of any property or group of related properties involving up to $50 million for any single or portfolio transaction, $50 million per cumulative tenant concentration, or $100 million per cumulative brand concentration on our behalf, without approval of the Independent Directors Committee, provided that any properties so acquired otherwise meet our Investment Policy and Property Selection Criteria, and any financing related to any such acquisitions does not violate our Leverage Policy (as defined below), as such are established by the Independent Directors Committee from time to time. Our Investment Policy permits investments in properties that do not otherwise meet our Investment Policy or Property Selection Criteria with the approval of the Independent Directors Committee.

Underwriting Criteria

Our underwriting guidelines require that we consider the condition of the property, the creditworthiness of the tenant, the strength of any personal or corporate guarantees, the tenant’s historic performance at the property or similar properties, the location of the property, the overall economic condition of the community in which the property is located and the property’s potential for appreciation. We apply our credit underwriting guidelines prior to acquiring a property, periodically throughout the lease term, and when we are re-leasing properties in our portfolio. While we seek creditworthy tenants, we do not require them to be credit-rated. Our credit review process includes analyzing a tenant’s financial statements and other available information. We will also obtain guarantees on the leases and analyze the creditworthiness of the guarantors. Depending on the circumstances, our process will include discussions with the tenant’s management team surrounding their business plan and strategy.

Leverage Policy

In March of 2016, Moody’s Investors Service assigned the Operating Company an investment grade credit rating of Baa3 with a stable outlook. As a result of receiving the investment grade credit rating, effective April 1, 2016, the interest rate pricing grids utilized to determine the margin we pay over the London Interbank Offered Rate (“LIBOR”) for two of our three unsecured credit facilities changed from being dependent upon our leverage ratio, to being dependent upon our credit rating. The rating is based on a number of factors, including an assessment of our financial strength, portfolio size and diversification, credit and operating metrics, and sustainability of cash flow and earnings. We are strongly committed to maintaining modest leverage commensurate with our investment grade rating. Our leverage policy (“Leverage Policy”) is to maintain a leverage ratio in the 35% to 45% range based on the market value of assets, recognizing that the actual leverage ratio will vary over time and there may be opportunistic reasons to exceed a 45% leverage ratio; provided, however, that we cannot exceed a 50% leverage ratio without the approval of the Independent Directors Committee.

We primarily utilize unsecured term and revolving debt to finance acquisitions, while obtaining mortgage loans to a lesser degree. The mix of financing sources may change over time based on market conditions. The unsecured loans generally contain affirmative and negative covenants which are tested against our financial performance.

When utilized, mortgage loans typically cover a single property or a group of related properties acquired from a single seller. The loans may be further secured by guarantees from us or the Operating Company, provided that we attempt to limit the use of guarantees to the extent possible. The Operating Company may assume debt when conducting a transaction or it may mortgage existing properties. As of December 31, 2016, 27 of our 417 properties were secured by mortgage financing, with an aggregate outstanding GAAP principal balance of approximately $106.7 million, net of unamortized debt issuance costs.

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To reduce its exposure to variable rate debt, the Operating Company enters into swap agreements to fix the rate of interest as a hedge against interest rate fluctuations. These interest rate hedges have staggered maturities to reduce the exposure to interest rate fluctuations in any one year, and generally extend for 10 years. The interest rate swaps are applied against a pool of debt, which offers flexibility in maintaining our hedge designation concurrent with our ongoing capital market activity. We have one amortizing interest rate swap agreement that is tied to an unpaid mortgage loan. We limit our total exposure to floating rate debt to no more than 5% of total assets, measured at quarter end.

To reduce counterparty concentration risk with respect to our interest rate hedges, we diversify the institutions that serve as swap counterparties, and no more than 30% of the nominal value of our total hedged debt may be with any one institution, to be measured at the time we enter into an interest rate swap transaction and at quarter end.

Depending on market conditions and other factors, the Independent Directors Committee may change our Leverage Policy from time to time.

As of December 31, 2016, our total outstanding indebtedness was $866.6 million and the ratio of our total indebtedness to the market value of our assets was approximately 40.5%.

Corporate Governance

We operate under the direction of our board of directors, which is responsible for the management and control of our affairs. Our board of directors has retained Broadstone Real Estate, LLC (the “Manager”) and its wholly-owned subsidiary, Broadstone Asset Management, LLC (the “Asset Manager”), to manage our day-to-day affairs, to implement our investment strategy, and to provide certain property management services for our properties, with both subject to our board of directors’ direction, oversight, and approval. All of our officers are employees of the Manager.

Our board of directors is currently comprised of eight directors, six of whom are independent directors and serve on an independent directors committee established by our organizational documents and our board of directors (the “Independent Directors Committee”). The Independent Directors Committee reviews our relationship with, and the performance of, the Manager and the Asset Manager, and generally approves the terms of any affiliate transactions. In addition, the Independent Directors Committee is responsible for, among other things, approving our property and portfolio valuation policy, setting the Determined Share Value for our ongoing private offering, approving and setting our Investment Policy, Property Selection Criteria, and Leverage Policy, and approving acquisitions above certain thresholds and/or outside of the criteria set forth in our Investment Policy.

We have adopted a Code of Ethics and Business Conduct Policy (“Code of Ethics”). The purpose of the Code of Ethics is to ensure that our business is conducted in accordance with the highest moral, legal, and ethical standards by our officers and directors as well as the Manager, the Asset Manager, and the Manager’s employees. The Code of Ethics promotes honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely, and understandable disclosure in our reports and other public communications; compliance with applicable laws and governmental rules and regulations; the prompt internal reporting of violations of the Code of Ethics; and accountability for adherence to the Code of Ethics.

Management and Our Structure

Pursuant to the terms of the asset management agreement among us, the Operating Company, and the Asset Manager (as amended, the “Asset Management Agreement”), the Asset Manager is responsible for, among other things, managing our day-to-day operations, establishing and monitoring acquisition and disposition strategies,

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overseeing all marketing communications and services related to our ongoing private offering, arranging mortgage and other financing, overseeing the acquisition of properties and their initial lease-up if they are not already subject to a net lease upon acquisition, providing support for the good faith valuation of our property portfolio and the setting of the Determined Share Value by the Independent Directors Committee, overseeing investor closings and transfers, arranging our annual stockholder meetings, and servicing and communicating with investors, including providing investment projections and reports. The Asset Manager also has the power pursuant to the Asset Management Agreement to designate two of the eight directors who serve on our board of directors. The Manager owns and controls the Asset Manager.

Pursuant to the property management agreement among us, the Operating Company, and the Manager (as amended, the “Property Management Agreement”), the Manager provides property management services to our properties, including management, rent collection, and re-leasing services. In June 2015, Trident BRE, LLC, an affiliate of Stone Point Capital LLC (“Trident BRE”), acquired through an equity investment an approximate 45.6% equity ownership interest in the Manager. As of March 31, 2017, the Manager is owned, on a fully-diluted basis, (i) approximately 45.20% by Trident BRE, (ii) approximately 45.20% by Amy L. Tait, our Executive Chairman of the board of directors and Chief Investment Officer, and an investment entity for the families of Ms. Tait and the late Norman Leenhouts, one of our founders who recently passed away, and (iii) approximately 9.59% by employees of the Manager. The Manager is controlled by a four-person board of managers, two of whom are appointed by Trident BRE. In June 2015, in connection with Trident BRE’s investment in the Manager, (i) we acquired 100,000 convertible preferred interests in the Manager (the “Convertible Preferred BRE Units”), for $100 per Convertible Preferred BRE Unit, in exchange for the issuance to the Manager of 138,889 shares of our common stock, then valued at $72.00 per share, and (ii) the Manager purchased 510,416 shares of our common stock, for $72.00 per share. The Manager currently owns 625,000, or approximately 3.83%, of the issued and outstanding shares of our common stock. The Independent Directors Committee approved our investment in the Convertible Preferred BRE Units.

As of March 31, 2017, the Manager employed over 20 individuals fully-dedicated to our business and operations. Additionally, the Manager employed over 30 additional individuals who dedicate a significant portion of their time to our business and operations, in addition to various other tasks and responsibilities on behalf of the Manager and its affiliates.

For more information regarding the relationships among our company, Trident BRE, the Manager, and the Asset Manager and the fees we pay to the Manager and the Asset Manager pursuant to the Property Management Agreement and the Asset Management Agreement, see Item 7. “Certain Relationships and Related Transactions and Director Independence” of this Form 10.

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The chart below illustrates the relationships among our company, the Operating Company, the Manager, and the Asset Manager as of March 31, 2017.

Determined Share Value

Our shares of common stock are sold by us in our ongoing private offering at a determined share value, which is a price established by the Independent Directors Committee based on the net asset value (“NAV”) of the portfolio, input from management, and such other factors as the Independent Directors Committee may determine (the “Determined Share Value”). Our determination of NAV applies valuation definitions and methodologies prescribed by ASC 820, Fair Value Measurements and Disclosures, in order to fair value our net assets. The Independent Directors Committee is responsible for overseeing the valuation process for the purpose of maintaining independence from conflicts of interest with the management group that determines NAV and who are employed by the Manager. To assist in the determination of the Determined Share Value by the Independent Directors Committee, we engage a third-party valuation specialist to provide: (i) a high-level/negative assurance review of management’s quarterly portfolio valuation and estimated NAV calculation as of the end of each of the first, second, and fourth quarters of each calendar year, (ii) a review of individual property appraisals completed on a rolling two-year basis, and (iii) a full positive assurance valuation and review of the portfolio during the third quarter of each calendar year. Beginning in 2015, we updated our policy such that each property in the portfolio will be appraised by a third-party appraiser at least every two years (approximately 50% of the portfolio each year). Previously, appraisals on properties valued over $1 million were obtained from third-party professionals during the first twelve months after acquisition and approximately every three years thereafter.

The Determined Share Value is reviewed on a quarterly basis, and updated as determined by the Independent Directors Committee. The Determined Share Value at any given point in time will be based on the NAV as of a historical balance sheet date. The Determined Share Value of $77.00 per share in effect as of December 31, 2016, was based on the NAV as of September 30, 2016. On February 10, 2017, the Independent Directors Committee established a Determined Share Value of $79.00 per share based on the NAV as of December 31, 2016. The Determined Share Value is applied to outstanding shares prospectively. Adjustments to the NAV in arriving at the Determined Share Value are typically the result of the Independent Directors Committee’s analysis of current market conditions and assumptions used to fair value net assets in arriving at the

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NAV. The adjustments do not follow a systematic methodology, but instead allow the Independent Directors Committee to use judgment in determining whether temporary market fluctuations are indicative of changes in core real estate values.

Distributions and Distribution Reinvestment

We declare and pay distributions on a monthly basis. Distribution payments and the corresponding distribution reinvestment are expected to be made approximately 15 days after the end of each month to holders of record on the record date, generally, the next-to-last business day of the prior month. Generally, income distributed will not be taxable to us under the Internal Revenue Code if annually we distribute to our stockholders at least 90% of our REIT taxable income. Distributions will be declared at the discretion of our board of directors, but will be guided, in part, by a desire to cause us to comply with the REIT requirements. At the February 10, 2017 meeting of our board of directors we declared distributions of $0.415 per share, equivalent to a 6.3% annual return based on the $79.00 Determined Share Value established at that time. Investors may purchase additional shares of our common stock by electing to reinvest their distributions through our DRIP. The purchase price for shares of our common stock acquired through our DRIP will be 98% of the Determined Share Value. Please refer to Item 11. “Description of Registrant’s Securities to Be Registered” of this Form 10 for additional discussion of our DRIP.

Share Redemptions

We have adopted a share redemption program to provide an opportunity for our stockholders to have shares of our common stock repurchased, subject to certain restrictions and limitations, at a price equal to or at a discount from the current Determined Share Value in effect as of the date the shares are tendered for redemption. The following table sets forth the redemptions honored during the year ended December 31, 2016, and through March 31, 2017. We did not defer or reject any redemption requests during this period. Please refer to Item 11. “Description of Registrant’s Securities to Be Registered” of this Form 10 for additional discussion of our share redemption program.

Period	Shares Redeemed		Average Determined Share Value(1)		Average Redemption Price		Redemption Amount		Discount on Redemption(2)
Q1 2016		8,041	$	74.00	$	72.20	$	580,577		2.4	%
Q2 2016		34,019		74.00		72.86		2,478,621		1.5	%
Q3 2016		45,259		77.00		75.73		3,427,705		1.6	%
Q4 2016		21,934		77.00		76.01		1,667,162		1.3	%
2016		109,253	$	75.85	$	74.63	$	8,154,065		1.6	%
Q1 2017		17,861	$	79.00	$	77.24	$	1,379,570		2.2	%

⁽¹⁾ Average Determined Share Value represents the weighted average Determined Share Value in effect during the applicable period.

⁽²⁾ Discount on redemption represents the weighted average discount applied to the Determined Share Value as a result of redemption limitations.

Ongoing Private Offering

We commenced our ongoing private offering of shares of our common stock (our “private offering”) in 2007. The first closing of our private offering occurred on December 31, 2007, and we have conducted additional closings at least once every calendar quarter since then. Currently, we close sales of additional shares of our common stock monthly. Shares of our common stock are currently being offered in our private offering at $79.00 per share, provided that the per share offering price may be adjusted quarterly by our Independent Directors Committee based on the Determined Share Value, which is based on input from management, and such other

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factors as our Independent Directors Committee may consider. For the year to date period ended March 31, 2017, we had sold 1,165,576 shares of our common stock in our private offering, including 116,042 shares of common stock issued pursuant to our DRIP, for gross offering proceeds of approximately $90.9 million. We intend to use substantially all of the net proceeds from our private offering, supplemented with additional borrowings, to continue to invest in additional net leased properties. We conduct our private offering in reliance upon the exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 506(c) under Regulation D promulgated under the Securities Act and Section 4(a)(2) of the Securities Act. As of March 31, 2017, there were 16,308,185 shares of our common stock issued and outstanding, and 1,426,909 membership units in the Operating Company issued and outstanding. Each outstanding membership unit in the Operating Company is convertible on a one-for-one basis into shares of our common stock, subject to certain limitations.

Regulation

Our investments are subject to various federal, state, and local laws, ordinances, and regulations, including, among other things, zoning regulations, land use controls, and environmental controls relating to air and water quality, noise pollution, and indirect environmental impacts. We believe that we have all permits and approvals necessary under current law to operate our investments.

Emerging Growth Company Status

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and as such we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. A number of these exemptions are not currently relevant to us due to our external management structure, and in any event we do not currently intend to take advantage of any of these exemptions.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 13(a) of the Exchange Act for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to take advantage of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

We will remain an emerging growth company until the earliest to occur of (1) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (2) the date on which we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, (3) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period, and (4) the end of the year in which the 5 year anniversary of our initial public offering of our common stock occurs.

Competition

The commercial real estate market is highly competitive. We compete for tenants to occupy our properties in all of our markets with other owners and operators of commercial real estate. We compete based on a number of factors that include location, rental rates, security, suitability of the property’s design to prospective tenants’ needs, and the manner in which the property is operated and marketed. The number of competing properties in a particular market could have a material effect on our occupancy levels, rental rates and the operating expenses of certain of our properties.

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In addition, we compete with other entities engaged in real estate investment activities to locate suitable properties to acquire and purchasers to buy our properties. These competitors include other REITs, specialty finance companies, savings and loan associations, sovereign wealth funds, banks, mortgage bankers, insurance companies, institutional investors, investment banking firms, lenders, governmental bodies, and other entities. Some of these competitors, including larger REITs, have substantially greater marketing and financial resources than we have. The relative size of their portfolios may allow them to absorb properties with lower returns and allow them to accept more risk on a given property than we can prudently manage, including risks with respect to the creditworthiness of tenants. In addition, these same entities may seek financing through similar channels to us. Competition from these REITs and other third party real estate investors may limit the number of suitable investment opportunities available to us. It also may result in higher prices, lower yields, and a narrower spread of yields over our borrowing costs, making it more difficult for us to acquire new investments on attractive terms.

Seasonality

Our investments are not materially impacted by seasonality.

Employees

We have no employees. Our officers are employees of our Manager or its affiliates and are not compensated by us for their service as our officers. The employees of our Manager and its affiliates manage our day-to-day operations and provide management, acquisition, advisory, and certain administrative services for us.

Income Taxes

We have elected to be taxed as a REIT under the Internal Revenue Code and have operated as such commencing with the taxable year ended December 31, 2008. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to our stockholders, which is computed without regard to the dividends paid deduction and excluding net capital gain and does not necessarily equal net income as calculated in accordance with GAAP. As a REIT, we generally will not be subject to federal income tax to the extent we distribute qualifying dividends to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions.

Financial Information about Industry Segments

          We currently operate in a single reportable segment, which includes the acquisition, leasing, and ownership of net leased properties. See Note 2 of our consolidated financial statements included in this Form 10.

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Item 1A. Risk Factors.

The following are some of the risks and uncertainties that could cause our actual results to differ materially from those presented in our forward-looking statements. You should consider carefully the risks described below and the other information in this Form 10, including our consolidated financial statements and the related notes included in this Form 10. The risks and uncertainties described below are not the only ones we face but do represent those risks and uncertainties that we believe are material to us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business.

General Investment Risks

We may not be able to make distributions to our stockholders at the times or in the amounts we expect, or at all.

We may not be able to continue to generate sufficient cash flow from our properties and from possible distributions on our Convertible Preferred BRE Units, if declared and paid, to permit us to make the distributions we expect. If we pay distributions from the proceeds of our securities offering or from borrowings, the amount of capital we ultimately invest may be reduced which may reduce the value of an investment in us.

There is no public trading market for our common stock and we are not required to effectuate a liquidity event by a certain date or at all, and transfers of shares of our common stock are subject to a number of restrictions. As a result, it will be difficult for our stockholders to sell shares of our common stock and, if they are able to sell their shares, they are likely to sell them at a discount.

There is no current public market for our common stock, we do not expect that any such public market will develop in the future, and we have no obligation to list our shares on any public securities market or provide any other type of liquidity to our stockholders by a particular date, or at all. The shares of our common stock are not registered under federal or state securities laws and therefore cannot be resold unless they are subsequently registered under such laws or unless an exemption from registration is available. Although we have adopted our share redemption program pursuant to which our stockholders may request that we redeem shares of our common stock, it is subject to a number of restrictions. Accordingly, our investors should not expect to be able to sell their shares or otherwise liquidate their investment promptly, if at all, and there can be no assurance that the sales price of any shares which are sold would equal or exceed the price originally paid for the shares. Our investors must be prepared to bear the economic risk of holding their shares of our common stock for an indefinite period of time.

Our stockholders are limited in their ability to sell shares of our common stock pursuant to our share redemption program. Our stockholders may not be able to sell any of their shares of our common stock back to us, and if they do sell their shares, they may not receive the price they paid.

We have adopted a share redemption program to provide an opportunity for our stockholders to have shares of our common stock repurchased at a price equal to or at a discount from the current Determined Share Value in effect as of the date the shares are tendered for redemption, subject to a number of restrictions and limitations. No shares may be repurchased under our share redemption program until after the first anniversary of the date of purchase of such shares without approval from our Independent Directors Committee. Further, we are not obligated to repurchase shares of our common stock under the share redemption program. Notwithstanding the procedures outlined in the share redemption program, our board of directors or Independent Directors Committee may, in its sole discretion, reject any share redemption request made by any stockholder at any time. In addition, the share redemption program limits the number of shares redeemed in any quarter. The total number of shares redeemed in any quarter pursuant to the share redemption program may not exceed (i) 1% of the total number of shares outstanding at the beginning of the applicable calendar year, plus (ii) 50% of the total number of any additional shares of our common stock issued during the prior calendar quarter pursuant to our DRIP, plus (iii) any additional number of shares the Independent Directors Committee elects to redeem in its sole and

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absolute discretion. Finally, our board of directors reserves the right to amend, suspend or terminate the share redemption program at any time. As a result of the foregoing, a stockholder may not be able to sell any of its shares of our common stock back to us pursuant to our share redemption program. Moreover, if a stockholder does sell its shares of our common stock back to us pursuant to the share redemption program, the stockholder may not receive the same price it paid for any shares of our common stock being redeemed.

The Independent Directors Committee establishes the Determined Share Value on a quarterly basis. The Determined Share Value is not directly derived from any independent valuation, nor from the value of the existing property portfolio. Investors should use caution in using the Determined Share Value as the current value of shares of our common stock.

On a quarterly basis, the Independent Directors Committee establishes a Determined Share Value per share of our common stock, based on the net asset value of the portfolio, input from management, and such other factors as the Independent Directors Committee may, in its sole discretion, determine, which we refer to as the Determined Share Value. Shares of our common stock are offered in our ongoing private offering at a price per share equal to the current Determined Share Value and cash distributions can be reinvested in additional shares of our common stock pursuant to our distribution reinvestment plan at a price per share equal to 98% of the current Determined Share Value. In addition, shares of our common stock are redeemed by us pursuant to the terms of our share redemption program at a per share price equal to or at a discount to the current Determined Share Value. The Independent Directors Committee may, but is not required to, engage consultants, appraisers and other real estate or investment professionals to assist in their establishment of the Determined Share Value. As a result, the price of the shares of our common stock may not necessarily bear a direct relationship to our book or asset values or to any other established criteria for valuing issued or outstanding common stock and the actual value of an investor’s investment in shares of our common stock could be substantially less than what the stockholder may have paid to purchase the shares.

As with any valuation method, the methods used to determine the Determined Share Value are based upon a number of assumptions, estimates and judgments that may not be accurate or complete. Our assets are valued based upon appraisal standards and the values of our assets using these methods are not required to be a reflection of market value and will not necessarily result in a reflection of fair value under GAAP. Further, different parties using different property-specific and general real estate and capital market assumptions, estimates, judgments, and standards could derive different Determined Share Values, which could be significantly different from the Determined Share Values determined by the Independent Directors Committee. The Determined Share Value established as of any given time is not a direct representation or indication that, among other things, (i) a stockholder would be able to realize the full Determined Share Value if he or she attempts to sell their shares, (ii) a stockholder would ultimately realize distributions per share equal to the Determined Share Value upon liquidation of our assets and settlement of our liabilities or upon a sale of our company, (iii) shares of our common stock would trade at the Determined Share Value on a national securities exchange, (iv) a third party would offer the Determined Share Value in an arms-length transaction to purchase all or substantially all of our shares of common stock, or (v) the methodologies used to estimate the Determined Share Value would be acceptable to the requirements of any regulatory agency.

In order to qualify as a REIT, we retain the right to prohibit certain acquisitions and transfers of shares of our common stock, which limits our investors’ ability to purchase or sell shares.

We cannot maintain our qualification as a REIT if, among other requirements: (i) more than 50% of the value of our outstanding common stock is owned, directly or indirectly, by five or fewer stockholders during the last half of each taxable year, or (ii) fewer than 100 persons own our outstanding common stock during at least 335 days of a 12-month taxable year. In order to assist us in meeting certain REIT qualification requirements, our Articles of Incorporation restrict the direct or indirect ownership by one person or entity to no more than 9.8% of the value of our then outstanding shares of capital stock (which includes common stock and any preferred stock we may issue) and no more than 9.8% of the value or number of shares, whichever is more restrictive, of our then

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outstanding common stock unless exempted by our board of directors. We may, therefore, prohibit certain acquisitions and transfers of shares in an attempt to ensure our continued qualification as a REIT. These prohibitions may prevent our existing stockholders from acquiring additional shares, redeeming their shares, or selling their shares to others who may be deemed to, directly or indirectly, beneficially own our common stock.

Risks Related to Our Business

Our success is dependent on the performance of our Manager and Asset Manager and any adverse change in their financial health could cause our operations to suffer.

Our ability to achieve our investment objectives and to pay distributions is dependent upon the performance of our Manager and Asset Manager and any adverse change in their financial health could cause our operations to suffer. Our Manager and Asset Manager are sensitive to trends in the general economy, as well as the commercial real estate and related markets. An economic downturn could result in reductions in overall transaction volume and size of sales and leasing activities, and would put downward pressure on our Manager’s and Asset Manager’s revenues and operating results. To the extent that any decline in revenues and operating results impacts the performance of our Manager or Asset Manager, our operating results could suffer.

Loss of key personnel of the Manager could delay or hinder our investment strategy, which could limit our ability to make distributions and decrease the value of an investment in us.

We are dependent upon the contributions of key personnel of the Manager. Our overall success and the achievement of our investment objectives depends upon the performance of our senior leadership team, each of whom is an employee of the Manager. We rely on our senior leadership team to, among other things, identify and consummate acquisitions, design and implement our financing strategies, manage our investments, and conduct our day-to-day operations. Members of our senior leadership team could choose to leave employment with the Manager for any number of reasons. We rely on the experience, efforts, and abilities of these individuals, each of whom would be difficult to replace. The loss of services of one or more members of our senior leadership team, or the Manager’s inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities, and weaken our relationships with lenders, business partners, existing and prospective tenants, and industry participants, all of which could materially and adversely affect us.

In particular, Amy L. Tait and Christopher J. Czarnecki, our Executive Chairman of the board of directors and Chief Investment Officer and our Chief Executive Officer, respectively, and employees of the Manager, have significant real estate experience which would be difficult to replace. Each of Ms. Tait and Mr. Czarnecki has an employment agreement with the Manager which includes non-competition and non-solicitation covenants; however, these agreements could be amended by the Manager from time to time. Although the Manager has “key employee” life and disability insurance on each of Ms. Tait and Mr. Czarnecki, the proceeds of that insurance will be used as determined by the board of managers of the Manager, which consists of two appointees of the Manager’s management and two appointees of Trident BRE, and may be diverted to uses other than replacing the deceased or incapacitated executive. We may suffer direct, reputational, and other costs in the event of the loss of the services of either Ms. Tait or Mr. Czarnecki.

We pay substantial fees to our Manager and Asset Manager. These fees were not negotiated at arm’s length, may be higher than fees payable to unaffiliated third parties and may reduce cash available for investment.

We pay substantial fees to our Manager and Asset Manager. These fees were agreed to prior to the company accepting outside capital from investors other than our sponsors and were not negotiated at arm’s length. Due to the fact that these fees were determined without the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties, the fees could be in excess of amounts that we would otherwise pay to third parties for such services. In addition, the full offering price paid by our investors in our private offering will not be invested in properties. The proceeds are primarily used to acquire and operate our properties, but may also used by us for general corporate purposes and to pay fees due to the Manager and the Asset Manager. As a result,

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stockholders will only receive a full return of their invested capital if we either (1) sell our assets or our company for a sufficient amount in excess of the original purchase price of our assets or (2) the market value of our company after we list our shares of common stock on a national securities exchange is substantially in excess of the original purchase price of our assets.

We may not receive our expected cumulative preferred return on our investment in the Convertible Preferred BRE Units and, if we do not timely convert the Convertible Preferred BRE Units into common membership units of the Manager, we will not participate in any liquidation event of the Manager in excess of our investment in the Convertible Preferred BRE Units and cumulative preferred return.

The Convertible Preferred BRE Units we hold are entitled to distributions from the Manager equal to a cumulative 7.0% annual preferred return, payable prior to distributions paid to the holders of common membership units of the Manager, which preferred return increases annually by 0.25%. However, there can be no assurance that the board of managers of the Manager will declare and pay such distributions. The Convertible Preferred BRE Units are convertible, in whole and not in part, into common membership units of the Manager during the period from January 1, 2018 to December 31, 2019 (“conversion period”). If we do not elect to convert the Convertible Preferred BRE Units into common membership units of the Manager during the conversion period, we will be limited to a return of our investment in the Convertible Preferred BRE Units and any unpaid cumulative preferred return payable on the Convertible Preferred BRE Units in the event of a liquidation of the Manager.

As holder of the Convertible Preferred BRE Units, we have limited rights to approve or disapprove actions of the Manager.

We have limited rights to participate in the management of or control the Manager. The Convertible Preferred BRE Units have no voting rights, except for the limited right to approve, voting as a class, any amendment to the limited liability company agreement of the Manager which would materially and adversely affect the rights of the Convertible Preferred BRE Units or would create a series or type of membership interests senior to or on a parity with the Convertible Preferred BRE Units. As holder of the Convertible Preferred BRE Units, we do have the right to appoint one individual to attend, in an observer capacity, any meeting of the board of managers of the Manager and receive information provided to the managers of the Manager; however such individual has no power to participate in the voting of the board of managers of the Manager or otherwise control the Manager.

We expect to incur significant costs in connection with Exchange Act compliance and we may become subject to liability for any failure to comply, which could materially impact our financial performance.

We will incur significant legal, accounting, insurance, and other expenses as a result of our registration of our common stock under the Exchange Act, which will subject us to Exchange Act rules and related reporting requirements. This compliance with the reporting requirements of the Exchange Act will require timely filing of Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K, among other actions. Further, the Dodd-Frank Act and the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the SEC, have increased the costs of corporate governance, reporting, and disclosure practices to which we will be subject upon the effectiveness of this Form 10 and later dates, as applicable. Rules that the SEC is implementing or is required to implement pursuant to the Dodd-Frank Act are expected to require additional regulatory changes. Our efforts to comply with applicable laws and regulations, including requirements of the Exchange Act, are expected to involve significant, and potentially increasing, costs. In addition, these laws, rules, and regulations create new legal bases for administrative, civil, and criminal proceedings against us in case of non-compliance, thereby increasing our risk of liability and potential sanctions.

A cybersecurity incident and other technology disruptions could negatively impact our business.

We use technology in substantially all aspects of our business operations. We also use mobile devices, outside vendors, and other online activities to connect with our tenants, vendors, and employees of our affiliates.

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Such uses give rise to potential cybersecurity risks, including security breach, espionage, system disruption, theft, and inadvertent release of information. Our business involves the storage and transmission of numerous classes of sensitive and confidential information and intellectual property, including tenants’ and suppliers’ information, private information about employees of our affiliates, and financial and strategic information about us. If we fail to assess and identify cybersecurity risks associated with our operations, we may become increasingly vulnerable to such risks. Additionally, the measures we have implemented to prevent security breaches and cyber incidents may not be effective. The theft, destruction, loss, misappropriation, or release of sensitive or confidential information or intellectual property, or interference with our information technology systems or the technology systems of third parties on which we rely, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of tenants, potential liability, and competitive disadvantage, any of which could result in a material adverse effect on our financial condition or results of operations.

A failure to maintain effective internal controls could have a material adverse effect on our business, financial condition, and results of operations.

Effective internal controls over financial reporting, disclosures, and operations are necessary for us to provide reliable financial reports and public disclosures, effectively prevent fraud, and operate successfully. If we cannot provide reliable financial reports and public disclosures or prevent fraud, our reputation and operating results would be harmed. Our internal controls over financial reporting and our operating internal controls may not prevent or detect financial misstatements or loss of assets because of inherent limitations, including the possibility of human error, management override of controls, or fraud. Effective internal controls can provide only reasonable assurance with respect to financial statement accuracy, public disclosures, and safeguarding of assets. Any failure of these internal controls, including any failure to implement required new or improved controls as a result of changes to our business or otherwise, or if we experience difficulties in their implementation, could result in decreased investor confidence in the accuracy and completeness of our financial reports and public disclosures, civil litigation, or investigations by the SEC or other regulatory authorities, which may adversely impact our business, financial condition, and results of operations and we could fail to meet our reporting obligations.

If we internalize our management functions, we could incur other significant costs associated with being self-managed.

Our board of directors may decide in the future to internalize our management functions. If we do so, we may elect to negotiate to acquire the Manager’s and the Asset Manager’s assets and hire the Manager’s personnel. While we would no longer bear the costs of the various fees and expenses we expect to pay to the Manager and the Asset Manager under the Property Management Agreement and the Asset Management Agreement, our direct expenses would include additional general and administrative costs that are currently paid by the Asset Manager and Manager. In addition, we could be required to pay certain costs and contract termination fees in connection with our current management agreements with the Manager and the Asset Manager. For additional information regarding these termination fees, please see Item 7. “Certain Relationships and Related Transactions and Director Independence” of this Form 10. We would also be required to employ personnel and would be subject to potential liabilities commonly faced by employers, such as workers disability and compensation claims, potential labor disputes, and other employee-related liabilities and grievances as well as incur the compensation and benefits costs of our officers and other employees and consultants that are paid by the Manager and the Asset Manager. We cannot reasonably estimate the amount of fees to the Manager and the Asset Manager we would save or the costs we would incur if we became self-managed. If the expenses we assume as a result of an internalization are higher than the expenses we avoid paying to the Manager and the Asset Manager, our funds from operations would be lower as a result of the internalization than they otherwise would have been, potentially decreasing the amount of funds available to distribute to our stockholders.

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Disruptions in the financial markets and deteriorating economic conditions could adversely impact our ability to implement our investment strategy and achieve our investment objectives.

The United States and global financial markets have experienced extreme volatility and disruption within the past decade. There was a widespread tightening in overall credit markets, devaluation of the assets underlying certain financial contracts, and increased borrowing by governmental entities. The turmoil in the capital markets resulted in constrained equity and debt capital available for investment in the real estate market, resulting in fewer buyers seeking to acquire properties, increases in capitalization rates, and lower property values. Recently, capital has been more available and the overall economy has begun to improve. However, the failure of a sustained economic recovery or future disruptions in the financial markets and deteriorating economic conditions could impact the value of our investments in properties. In addition, if potential purchasers of properties have difficulty obtaining capital to finance property acquisitions, capitalization rates could increase and property values could decrease. Current economic conditions greatly increase the risks of our investments. See “– Risks Related to Investments in Real Estate.”

We report FFO, AFFO, and O-AFFO, each of which is a non-GAAP financial measure.

We report FFO, AFFO, and O-AFFO, each of which is a non-GAAP financial measure, which we believe to be appropriate supplemental measures to reflect our operating performance.

Not all REITs calculate FFO, AFFO, and O-AFFO and other similar measures in the same way, and therefore comparisons of our disclosures of such measures with that of other REITs may not be meaningful. FFO, AFFO, and O-AFFO should not be considered as an alternative to net income as an indication of our performance, as an alternative to cash flows from operations as an indication of our liquidity, or indicative of funds available to fund our cash needs, including our ability to make distributions to our stockholders. FFO, AFFO, and O-AFFO should be reviewed in conjunction with GAAP measurements as an indication of our performance. We have provided a reconciliation of these measures to net income, which we believe to be the most comparable GAAP measure, in Item 2. “Financial Information – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Net Income and Non-GAAP Measures (FFO, AFFO, and O-AFFO),” of this Form 10.

Neither the SEC nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO, AFFO, or O-AFFO. In the future, the SEC or another regulatory body may decide to standardize the allowable adjustments across the REIT industry and in response to such standardization we may have to adjust our calculation and characterization of FFO, AFFO, or O-AFFO accordingly.

Risks Related to Our Organizational Structure

Maryland law and our organizational documents limit the rights of our stockholders to bring claims against our officers and directors.

Maryland law provides that a director of a Maryland corporation will not have any liability in that capacity if he or she performs his or her duties in accordance with the applicable standard of conduct. In addition, our Articles of Incorporation provide that, subject to the applicable limitations set forth therein or under Maryland law, no director or officer will be liable to us or our stockholders for monetary damages. Our Articles of Incorporation also provide that we will generally indemnify and advance expenses to our directors, our officers, and our Asset Manager and its affiliates for losses they may incur by reason of their service in those capacities subject to any limitations under Maryland law or in our Articles of Incorporation. Moreover, we have entered into separate indemnification agreements with each of our directors and executive officers. As a result, we and our stockholders may have more limited rights against these persons than might otherwise exist under common law, which could reduce our stockholders’ and our recovery against such persons. In addition, we may be obligated to fund the defense costs incurred by these persons in some cases, which would reduce the cash available for distributions. We have purchased insurance under a policy that insures both us and our officers and directors against exposure and liability normally insured against under such policies, including exposure on the indemnities described above.

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The limit on the number of shares of our common stock a person may own may discourage a takeover or business combination that could otherwise result in a premium price to our stockholders.

Our Articles of Incorporation authorize our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Our Articles of Incorporation restrict the direct or indirect ownership by one person or entity to no more than 9.8% of the value of our then outstanding shares of capital stock (which includes common stock and any preferred stock we may issue) and no more than 9.8% of the value or number of shares, whichever is more restrictive, of our then outstanding common stock unless exempted by our board of directors. This restriction may discourage a change of control of us and may deter individuals or entities from making tender offers for shares of our common stock on terms that might be financially attractive to stockholders or which may cause a change in our management. In addition to deterring potential transactions that may be favorable to our stockholders, these provisions may also decrease our stockholders’ ability to sell their shares of our common stock.

We may issue preferred stock or separate classes or series of common stock, the issuance of which could adversely affect the holders of our common stock.

Our Articles of Incorporation authorize us to issue up to 100,000,000 shares of stock, and our board of directors, without any action by our stockholders, may amend our Articles of Incorporation from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series of stock that we have authority to issue. Holders of shares of our common stock do not have preemptive rights to acquire any shares issued by us in the future.

In addition, our board of directors may classify or reclassify any unissued shares of our common stock or preferred stock and establish the preferences, rights and powers of any such stock. As a result, our board of directors could authorize the issuance of preferred stock or separate classes or series of common stock with terms and conditions that could have priority, with respect to distributions and amounts payable upon our liquidation, over the rights of our common stock. The issuance of shares of such preferred or separate classes or series of common stock could dilute the value of an investment in shares of our common stock. The issuance of shares of preferred stock or a separate class or series of common stock could also have the effect of delaying, discouraging, or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price for holders of our common stock.

The Independent Directors Committee may change our investment policies without stockholder approval, which could alter the nature of an investment in us.

The methods of implementing our investment policies and strategy may vary as new real estate development trends emerge, new investment techniques are developed, and market conditions evolve. Our investment policies, the methods for their implementation, and our other objectives, policies, and procedures may be altered by the Independent Directors Committee without the approval of our stockholders. As a result, the nature of an investment in us could change without the consent of our stockholders.

Our UPREIT structure may result in potential conflicts of interest with members in the Operating Company whose interests may not be aligned with those of our stockholders.

We use an UPREIT structure because a contribution of property directly to us, rather than the Operating Company, is generally a taxable transaction to the contributing property owner. In the UPREIT structure, a contributor of a property may transfer the property to the Operating Company in exchange for membership units and defer taxation of a gain until the contributor later disposes of or exchanges its membership units for shares of our common stock. We believe that using an UPREIT structure gives us an advantage in acquiring desired properties from persons who may not otherwise sell their properties because of unfavorable tax results.

We may issue membership units of the Operating Company in connection with certain transactions. Members in the Operating Company have the right to vote on certain amendments to the limited liability

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company agreement of the Operating Company, as well as on certain other matters. Persons holding such voting rights may exercise them in a manner that conflicts with the interests of our stockholders. As the managing member of the Operating Company, we are obligated to act in a manner that is in the best interest of all members of the Operating Company. Circumstances may arise in the future when the interests of members in the Operating Company may conflict with the interests of our stockholders. These conflicts may be resolved in a manner stockholders do not believe are in their best interest.

The value of an investment in our common stock may be reduced if we are required to register as an investment company under the Investment Company Act, and if we are subject to registration under the Investment Company Act, we will not be able to continue our business.

Neither we, the Operating Company, nor any of our subsidiaries intend to register as an investment company under the Investment Company Act. The Operating Company’s and subsidiaries’ investments in real estate will represent the substantial majority of our total asset mix. In order for us not to be subject to regulation under the Investment Company Act, we engage, through the Operating Company and our wholly and majority-owned subsidiaries, primarily in the business of buying real estate.

If we were obligated to register as an investment company, we would have to comply with a variety of substantive requirements under the Investment Company Act that impose, among other things:

• limitations on capital structure;

• restrictions on specified investments;

• prohibitions on transactions with affiliates; and

• compliance with reporting, record keeping, voting, proxy disclosure, and other rules and regulations that would significantly change our operations and significantly increase our operating expenses.

Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities. Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis, which we refer to as the 40% test. Excluded from the term “investment securities,” among other things, are U.S. government securities and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.

We expect that most of our assets will be held through wholly or majority-owned subsidiaries of the Operating Company. We believe that we, the Operating Company, and most of the subsidiaries of the Operating Company will not fall within either definition of investment company under Section 3(a)(1) of the Investment Company Act as we intend to invest primarily in real property, through our wholly or majority-owned subsidiaries, which we expect to have at least 60% of their assets in real property. As these subsidiaries would be investing either solely or primarily in real property, they would be outside of the definition of “investment company” under Section 3(a)(1) of the Investment Company Act. We are organized as a holding company that conducts its businesses primarily through the Operating Company, which in turn is a holding company conducting its business through its subsidiaries. Both we and the Operating Company intend to conduct our operations so that they comply with the 40% test. We will monitor our holdings to ensure continuing and ongoing compliance with this test. In addition, we believe that neither we nor the Operating Company will be considered an investment company under Section 3(a)(1)(A) of the Investment Company Act because neither we nor the Operating Company will engage primarily or hold itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Rather, through the Operating Company’s wholly owned or

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majority owned subsidiaries, we and the Operating Company will be primarily engaged in the non-investment company businesses of these subsidiaries, namely the business of purchasing or otherwise acquiring real property.

To ensure that neither we nor any of our subsidiaries, including the Operating Company, are required to register as an investment company, each entity may be unable to sell assets that it would otherwise want to sell and may need to sell assets that it would otherwise wish to retain. In addition, we, the Operating Company or our subsidiaries may be required to acquire additional income- or loss-generating assets that we might not otherwise acquire or forego opportunities to acquire interests in companies that we would otherwise want to acquire. Although we, the Operating Company and our subsidiaries intend to monitor our portfolio periodically and prior to each acquisition and disposition, any of these entities may not be able to remain outside the definition of investment company or maintain an exclusion from the definition of investment company. If we, the Operating Company or our subsidiaries are required to register as an investment company but fail to do so, the unregistered entity would be prohibited from engaging in our business, and criminal and civil actions could be brought against such entity. In addition, the contracts of such entity would be unenforceable unless a court required enforcement, and a court could appoint a receiver to take control of the entity and liquidate its business.

Risks Related To Conflicts of Interest

The officers and employees of the Manager and its affiliates face competing demands relating to their time, which may cause our operating results to suffer.

The officers and employees of the Manager and the Asset Manager are not prohibited from raising money for, or managing, other investment entities, or from engaging in business activities and investments unrelated to us. As a result, these persons may have competing demands on their time and resources and they may face conflicts of interest in allocating their time between our business and these other activities. During times of intense activity in other programs and ventures, they may devote less time and fewer resources to our business than is necessary or appropriate. If this occurs, the returns on an investment in our company may suffer.

Our officers and certain of our directors face conflicts of interest related to the positions they hold with affiliated entities, which could hinder our ability to successfully implement our business strategy and to generate returns for our investors.

Our executive officers and affiliated directors are also officers and managers of, and in some cases equity investors in, our Manager and other affiliated entities. Most significantly, Amy L. Tait, our Executive Chairman of the board of directors and Chief Investment Officer, serves as an executive officer of the Manager, is a member of the Manager’s board of managers, and as of March 31, 2017 owns, together with an investment entity for the families of Ms. Tait and the late Norman Leenhouts, an approximately 45.20% equity ownership interest in the Manager, and Christopher J. Czarnecki, our Chief Executive Officer and a nominee for election to our board of directors, is an executive officer of the Manager and a member of the Manager’s board of managers. Mr. Czarnecki and our other executive officers also own membership interests in the Manager. All of our executive officers are officers of the Manager and, in certain circumstances, other affiliated entities.

As a result, these individuals owe fiduciary duties to the Manager and other affiliated entities, which may conflict with the duties that they owe to us and our stockholders. Their responsibilities to these other entities could result in actions or inactions that are detrimental to our business, which could harm the implementation of our business strategy and our investment and leasing opportunities. If we do not successfully implement our business strategy, we may be unable to generate cash needed to make distributions to our stockholders and to maintain or increase the value of our assets.

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The Manager and the Asset Manager and their respective affiliates, including some of our directors and officers, face conflicts of interest relating to our compensation arrangements with the Manager and the Asset Manager, which could result in actions that are not in the best interests of our stockholders.

Pursuant to the Asset Management Agreement and the Property Management Agreement, the Asset Manager and the Manager receive substantial fees from us in return for their services. These compensation arrangements could influence the advice and services provided to us by the Asset Manager and the Manager and present potential conflicts of interest for the officers, employees, and equity owners of the Manager and Asset Manager who also serve as our directors and officers.

Pursuant to the Asset Management Agreement, the Asset Manager is entitled to receive substantial compensation regardless of our performance or the quality of the services provided to us. As a result, the Asset Manager’s interests may not be wholly aligned with those of our stockholders. Our Asset Manager could be motivated to recommend riskier or more speculative investments in order to generate higher annual asset management fees regardless of the quality of the properties acquired or the services provided to us. In addition, because the asset management fees payable to the Asset Manager are subject to deferral through December 31, 2017 in the event distributions to our stockholders do not equal at least $3.50 in any rolling twelve-month period, the Asset Manager may increase borrowings or sell properties in order to fund the distributions needed to avoid such a deferral and permit payment of the asset management fee on a current basis. Further, the acquisition fees and disposition fees payable by us to the Asset Manager may incentivize the Asset Manager to recommend or pursue property acquisitions or dispositions that it would otherwise not recommend or pursue, or upon different terms than it would otherwise find acceptable, if it was not entitled to such fees.

Pursuant to the Property Management Agreement, the Manager is entitled to receive a property management fee based on the gross rentals payable by the tenants in our properties regardless of the properties’ quality, our overall financial performance, or the quality of the services provided to us by the Manager. As a result, our Manager’s interests may not be wholly aligned with those of our stockholders. The management fees paid to the Manager could also incentivize the Asset Manager to recommend or pursue property acquisitions that it would otherwise not recommend or pursue, or upon different terms than it would otherwise find acceptable, if the Manager was not entitled to such fees.

For additional information regarding these compensation arrangements, see Item 7. “Certain Relationships and Related Transactions and Director Independence” of this Form 10.

The Asset Manager and Manager are entitled to significant termination fees in the event that we terminate the Asset Management Agreement or Property Management Agreement.

Pursuant to the Asset Management Agreement and the Property Management Agreement, in the event that we terminate the Asset Management Agreement or the Property Management Agreement other than for “cause” (as defined in the Asset Management Agreement and the Property Management Agreement), we are required to pay the Asset Manager or the Manager, as applicable, a significant termination fee. The termination fee payable pursuant to the Asset Management Agreement is equal to three times the asset management fee to which the Asset Manager was entitled during the twelve-month period immediately preceding the date of the termination. The termination fee payable pursuant to the Property Management Agreement is equal to three times the property management fee to which the Manager was entitled during the twelve-month period immediately preceding the date of the termination. The existence of these termination fees may create conflicts of interest with respect to the termination of the Asset Management Agreement and the Property Management Agreement.

Trident BRE holds a significant ownership interest in the Manager, has the power to appoint two members of the board of managers of the Manager, and employs one of the non-independent members of our board of directors. Trident BRE’s interests may not be fully aligned with those of our other stockholders.

As of March 31, 2017, Trident BRE holds an approximate 45.20% equity ownership interest in the Manager, and has the power to appoint two of the four members of the board of managers of the Manager. In

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addition, Agha Khan, one of the two non-independent members of our board of directors appointed by the Asset Manager, is an employee of Stone Point Capital LLC, an affiliate of Trident BRE. The other member of the board of managers of the Manager appointed by Trident BRE and Mr. Khan owe duties to Stone Point Capital LLC and Trident BRE and their affiliates in addition to their duties to the Manager and us, and may face conflicts of interests as a result. Trident BRE may influence the manner in which our Asset Manager (a wholly-owned subsidiary of the Manager) seeks to acquire or dispose of properties or otherwise performs its duties under the Asset Management Agreement or cause the Manager or its affiliates to take on new activities unrelated to our business.

Risks Related to Investments in Real Estate

Our operating results are affected by economic and regulatory changes that impact the real estate market in general.

Our investments in real properties are subject to risks generally attributable to the ownership of real property, including:

• changes in global, national, regional, or local economic, demographic, or real estate market conditions;

• changes in supply of or demand for similar properties in an area;

• increased competition for real property investments targeted by our investment strategy;

• bankruptcies, financial difficulties, or lease defaults by tenants;

• changes in interest rates and availability of financing;

• changes in the terms of available financing, including more conservative loan-to-value requirements and shorter debt maturities;

• competition from other properties;

• the inability or unwillingness of tenants to pay rent increases;

• changes in government rules, regulations, and fiscal policies, including changes in tax, real estate, environmental, and zoning laws; and

• changes in the prices of fuel and energy consumption, cost of labor and material, and water and environmental restrictions, which may affect the businesses of tenants and their ability to meet their lease payments.

All of these factors are beyond our control. Any negative changes in these factors could affect our ability to meet our obligations and make distributions to stockholders.

We are unable to predict future changes in global, national, regional, or local economic, demographic, or real estate market conditions. For example, a recession or rise in interest rates could make it more difficult for us to lease or dispose of properties and could make alternative interest-bearing and other investments more attractive and therefore potentially lower the relative value of the real estate assets we acquire. These conditions, or others we cannot predict, may adversely affect our results of operations and returns to our stockholders. In addition, the value of the properties we acquire may decrease following the date we acquire such properties due to the risks described above or any other unforeseen changes in market conditions. If the value of our properties decreases, we may be forced to dispose of our properties at a price lower than the price we paid to acquire our properties, which could adversely impact the results of our operations and our ability to make distributions and return capital to our investors.

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We face competition for the purchase and financing of properties from entities with substantially more capital at their disposal that may cause us to have difficulty finding or maintaining properties that generate favorable returns.

We compete with many other entities engaged in real estate investment activities, including other REITs, specialty finance companies, savings and loan associations, sovereign wealth funds, banks, mortgage bankers, insurance companies, institutional investors, investment banking firms, lenders, governmental bodies, and other entities, many of which have greater resources than we do. Larger REITs may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. Further, the rental rates that we are able to receive on the properties we purchase depend substantially upon the presence of competition from these other property purchasers and, to a certain extent, upon the availability of mortgage financing at similar rates that would allow a tenant to own its property. The availability of these alternative purchasers or sources of financing at lower rates has periodically caused competition for attractive properties and caused reduction in market rental rates, both of which could diminish returns to our investors.

A concentration of our investments in a certain state or geographic regions may leave our profitability vulnerable to a downturn or slowdown in state or region.

Our current Investment Policy provides that we may not invest more than 15% of the aggregate cost of our portfolio in properties located in any single metropolitan statistical area or more than 20% of the aggregate cost of our portfolio in properties located in any single state. However, if our Investment Policy was amended or for some other reason our investments became concentrated in a particular state or geographic region, and such state or geographic region experiences economic difficulty disproportionate to the nation as a whole, then the potential effects on our revenues, and as a result, our cash available for distribution to our stockholders, could be more pronounced than if we had more fully diversified our investments geographically.

A significant portion of our property portfolio’s annual base rent is concentrated in specific industry classifications, tenants and geographic locations.

As of December 31, 2016, approximately 26.8% of the current monthly potential contractual rent from our property portfolio was generated by tenants in the restaurant industry and approximately 21.7% of the current monthly potential contractual rent was generated by tenants in the healthcare industry. Any economic difficulties or downturns which disproportionately impact such industries could have an adverse effect on our results of operations and ability to pay distributions.

We are dependent on our tenants for substantially all of our revenue and our success is materially dependent on the financial stability of our tenants.

Each of our existing properties is occupied by only one master tenant, and as a result our success is dependent on the financial stability of these tenants in the aggregate. Our tenants encounter significant macroeconomic, governmental, and competitive forces. Adverse changes in consumer spending or consumer preferences for particular goods, services, or store based retailing could severely impact the ability of certain of our tenants to pay rent. The default or financial distress of a tenant on its lease payments may cause us to lose some of the anticipated revenue from the property. Vacancies in properties reduce our revenues, increase property expenses, and could decrease the value of each such vacant property. In the event of a material default under a lease, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and possibly re-letting the property. If a lease is terminated, we cannot assure our investors that the property could be leased for the same amount of rent previously received or that we could sell the property without incurring a loss.

In addition, our ability to increase our revenues and operating income may depend on steady growth of demand for the products and services offered by our tenants. A significant decrease in demand for our tenants’ products and services for any reason could result in a reduction in tenant performance and consequently, adversely affect us.

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If a tenant files for bankruptcy, we may be precluded from collecting all sums due to us.

If a tenant, or the guarantor of a lease of a tenant, commences, or has commenced against it, any legal or equitable proceeding under any bankruptcy, insolvency, receivership, or other debtor’s relief statute or law (collectively, a “bankruptcy proceeding”), we may be unable to collect all sums due to us under that tenant’s lease. Any or all of the lease obligations of our tenants, or any guarantor of our tenants, could be subject to a bankruptcy proceeding which may bar our efforts to collect pre-bankruptcy debts from these entities or their properties, unless we are able to obtain an enabling order from the bankruptcy court. If our lease is rejected by a tenant in bankruptcy, we may only have a general unsecured claim against the tenant and may not be entitled to any further payments under the lease. A bankruptcy proceeding could hinder or delay our efforts to collect past due balances and ultimately preclude collection of these sums, resulting in a decrease or cessation of rental payments and reducing returns to our investors.

If we are delayed or unable to find suitable investments, we may not be able to achieve our investment objectives and our investors’ returns may be reduced.

We may experience difficulty in finding attractive properties resulting in a delay of investment of the proceeds from our ongoing offering in real estate and reducing our ability to make distributions and, thus, the returns to our investors. Our investors’ returns may be reduced to the extent we are delayed in our selection and acquisition of real estate properties. The proceeds of our ongoing private offering will generally be used to pay down existing advances under the Operating Company’s line of credit or invested at money market rates until such time as it is used to acquire a real estate property. Any proceeds from our ongoing private offering that are ultimately invested by the Operating Company at money market rates will likely produce less income than if such proceeds were immediately invested in real estate properties. As a result, our investors’ returns may be reduced to the extent we are delayed in our selection and acquisition of real estate properties.

Some properties may be suitable for only one use and may be costly to refurbish if a lease is terminated.

The properties we purchase may be designed for a particular type of tenant or tenant use. If a tenant of such property does not renew its occupancy or defaults on its lease, the property might not be marketable without substantial capital improvements. The cost of such improvements may reduce the amount of cash available for distributions to our investors. An attempt to lease or sell the property without such improvements could also result in a lower rent or selling price and may also reduce the amount of cash available for distributions to our investors.

Our real estate investments are illiquid.

Because real estate investments are relatively illiquid, our ability to adjust our portfolio promptly in response to economic or other conditions may be limited. Certain significant expenditures generally do not change in response to economic or other conditions, including: (i) debt service (if any), (ii) real estate taxes, and (iii) operating and maintenance costs. This combination of variable revenue and relatively fixed expenditures may result, under certain market conditions, in reduced earnings and could have an adverse effect on our financial condition.

We may experience difficulty in the sale of a property and could be forced to sell a property at a price that reduces the return to our investors.

The real estate market is affected by many factors that are out of our control, including the availability of financing, interest rates, and other factors, as well as supply and demand for real estate investments. As a result, we cannot predict whether we will be able to sell a property or whether such sale could be made at a favorable price or on terms acceptable to us. We also cannot predict the length of time which will be needed to identify a purchaser or to complete the sale of any property.

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We can reinvest proceeds from sales of our properties in replacement properties without our investors’ approval.

We may, from time to time, sell a property and reinvest the proceeds in a replacement property rather than make a distribution to our investors. Our investors will not have a right to the cash received by the Operating Company from the sale of a property and must rely upon the ability of the Asset Manager to find replacement properties in which to reinvest the proceeds.

Long-term leases may not result in fair market lease rates over time; therefore, our income and our distributions to our stockholders could be lower than if we did not enter into long-term leases.

We generally lease our properties pursuant to long-term leases with terms of 10 or more years, often with extension options. Our long-term leases generally provide for rents to increase over time, due to fixed rent increases or increases based upon increases in the consumer price index or financial metrics related to the tenant. However, if we do not accurately judge the potential for increases in market rental rates, we may set the terms of these long-term leases at levels such that even after contractual rental increases the rent under our long-term leases is less than then-current market rental rates. Further, we may have a limited ability to terminate those leases or to adjust the rent to then-prevailing market rates.

Certain provisions of our leases or loan agreements may be unenforceable.

Our rights and obligations with respect to the leases at our properties, mortgage loans, or other loans are governed by written agreements. A court could determine that one or more provisions of such an agreement are unenforceable, such as a particular remedy, a master lease covenant, a loan prepayment provision, or a provision governing our security interest in the underlying collateral of a borrower or lessee. We could be adversely impacted if this were to happen with respect to an asset or group of assets.

Our costs of compliance with governmental laws and regulations may reduce the investment return of our stockholders.

All real property and the operations conducted on real property are subject to numerous federal, state and local laws and regulations. We cannot predict what laws or regulations will be enacted in the future, how future laws or regulations will be administered or interpreted, or how future laws or regulations will affect us or our properties, including, but not limited to, environmental laws and regulations. Compliance with new laws or regulations, or stricter interpretation of existing laws, may require us or our tenants to incur significant expenditures, impose significant liability, restrict or prohibit business activities, and could cause a material adverse effect on our results of operation.

We may be subject to known or unknown environmental liabilities and hazardous materials on our properties.

There may be known or unknown environmental liabilities associated with properties we own or acquire in the future. Certain uses of some properties may also have a heightened risk of environmental liability because of the hazardous materials used in performing services on those properties, such as convenience stores with underground petroleum storage tanks or auto parts and auto service businesses using petroleum products, paint, machine solvents, and other hazardous materials. Some properties may contain asbestos or asbestos-containing materials, or may contain or may develop mold or other bio-contaminants. Asbestos-containing materials must be handled, managed, and removed in accordance with applicable governmental laws, rules and regulations. Mold and other bio-contaminants can produce airborne toxins, may cause a variety of health issues in individuals and must be remediated in accordance with applicable governmental laws, rules, and regulations.

The Asset Manager undertakes customary environmental diligence prior to our acquisition of any property. As a current or previous owner of a real estate property, however, we may be required to remove or remediate hazardous or toxic substances on, under, or in such property under various federal, state, and local environmental

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laws, ordinances, and regulations. These laws may impose liability whether or not the Operating Company knew of, or was responsible for, the presence of such hazardous or toxic substances. Our use and operation of a property may also be restricted by environmental laws or require certain expenditures. Failure to comply with environmental laws may result in sanctions by governmental agencies or liability to third parties. The cost of compliance or defense against claims from a contaminated property will likely affect our results of operations and ability to make distributions.

The insurance we purchase for our properties might not be adequate to cover losses we incur.

Although the Manager arranges for, or will require tenants to maintain, comprehensive insurance coverage on our properties, some catastrophic types of losses (e.g., from hurricanes, floods, earthquakes, or other types of natural disasters or wars or other acts of violence) may be either uninsurable or not economically insurable. If a disaster occurs, we could suffer a complete loss of capital invested in, and any profits expected from, the affected properties. If uninsured damages to a property occur or a loss exceeds policy limits and we do not have adequate cash to fund repairs, we may be forced to sell the property at a loss or to borrow capital to fund the repairs.

Risks Related to Debt Financing

Our business strategy relies on external financing and, as a result, we may be negatively affected by restrictions on additional borrowings and are subject to the risks associated with leverage, including our debt service obligations.

We use leverage so that we may make more investments than would otherwise be possible in order to maximize potential returns to stockholders. We have been gradually reducing our overall leverage over the past few years, particularly in light of the Operating Company receiving an investment grade credit rating, but we still maintain a significant amount of debt, and may increase our debt going forward. Our ability to achieve our investment objectives will be affected by our ability to borrow money in sufficient amounts and on favorable terms. In addition, we may be unable to obtain the degree of leverage we believe to be optimal, which may cause us to have less cash for distribution to stockholders than we would have with an optimal amount of leverage.

We have incurred, and intend to incur in the future, unsecured borrowings and mortgage indebtedness, which may increase our business risks, could hinder our ability to make distributions, and could decrease the value of an investment in our shares.

We have incurred, and plan to incur in the future, financing through unsecured borrowings under term loans and our revolving line of credit and mortgage loans secured by some or all of our real properties. In some cases the mortgage loans we incur are guaranteed by us, the Operating Company, or both. We may also borrow funds if necessary to satisfy the requirement that we distribute to stockholders as dividends at least 90% of our annual REIT taxable income, or otherwise as is necessary or advisable to assure that we maintain our qualification as a REIT for federal income tax purposes. Our current Leverage Policy targets a leverage ratio equal to 35% to 45% of the approximate market value of our assets. The actual leverage ratio will vary over time but may not exceed 50% without the approval of the Independent Directors Committee. Depending on market conditions and other factors, the Independent Directors Committee may change our Leverage Policy from time to time in its discretion.

We may incur mortgage debt on a particular property, especially if we believe the property’s projected cash flow is sufficient to service the mortgage debt. If there is a shortfall in cash flow, however, then the amount available for distributions to our stockholders may be affected. In addition, incurring mortgage debt may increase the risk of loss since defaults on indebtedness secured by a property may result in foreclosure actions initiated by lenders and our loss of the property securing the loan that is in default. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax

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basis in the property, we would recognize taxable income on foreclosure but would not receive any of the proceeds. We may give full or partial guarantees to lenders to the Operating Company or its affiliates. If we give a guaranty on behalf of the Operating Company, we will be responsible to the lender for satisfaction of the debt if it is not paid by the Operating Company. If any mortgages contain cross-collateralization or cross-default provisions, there is a risk that more than one of our real properties may be affected by a default. If any of our properties are foreclosed upon due to a default, our results of operations and ability to pay distributions to our stockholders may be adversely affected.

Our line of credit and term loan agreements contain various covenants which, if not complied with, could accelerate our repayment obligations, thereby materially and adversely affecting our liquidity, financial condition, results of operations, and ability to pay distributions to stockholders.

We are subject to various financial and operational covenants and financial reporting requirements pursuant to the agreements we have entered into governing our line of credit and term loans. These covenants require us to, among other things, maintain certain financial ratios, including fixed charge coverage, debt service coverage, and a minimum tangible net worth, amongst others. As of December 31, 2016, we were in compliance with all of our loan covenants. Our continued compliance, however, with these covenants depends on many factors, and could be impacted by current or future economic conditions, and thus there are no assurances that we will continue to comply with these covenants. Failure to comply with these covenants would result in a default which, if we were unable to obtain a waiver from the lenders, could accelerate our repayment obligations and thereby have a material adverse impact on our liquidity, financial condition, results of operations and ability to pay distributions to stockholders.

Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to make distributions to our stockholders.

We have a significant amount of debt. Although we believe we have effectively hedged the risk of interest rate increases through swaps, we will need to refinance our debt in the future. Accordingly, increases in interest rates would increase our interest costs, which could have a material adverse effect on our operating cash flow and ability to pay distributions. In addition, if we need to repay existing debt during periods of rising interest rates, we could be required to liquidate one or more of our properties at times which may not permit realization of the maximum or anticipated return on such investments.

An inability to refinance existing mortgage debt as it matures could impact distributions to our stockholders.

Since the mortgage loans secured by certain of our properties amortize over a period longer than their maturity, we will owe substantial amounts of principal on the maturity of such loans. If we cannot refinance these loans on favorable terms, more of our cash from operations may be required to service the loans, properties may have to be sold to fund principal repayments, or properties may be lost to foreclosure. This could adversely affect our results of operations and reduce cash available for distributions.

Failure to maintain our current credit rating could adversely affect our cost of capital, liquidity, and access to capital markets.

In March of 2016, Moody’s Investors Service assigned the Operating Company an investment grade credit rating of Baa3 with a stable outlook. As a result of receiving the investment grade credit rating, effective April 1, 2016, the interest rate pricing grids utilized to determine the spread we pay over LIBOR for two of our three unsecured credit facilities changed from being dependent upon our leverage ratio, to being dependent upon our credit rating. The rating is based on a number of factors, including an assessment of our financial strength, portfolio size and diversification, credit and operating metrics, and sustainability of cash flow and earnings. If we are unable to maintain our current credit rating it could adversely affect our cost of capital, liquidity, and access to capital markets. Factors that could negatively impact our credit rating include, but are not limited to: a

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significant increase in our leverage on a sustained basis; a significant increase in secured debt levels; a significant decline in our unencumbered asset base; and a significant decline in our portfolio diversification.

Disruptions in the financial markets or deteriorating economic conditions could adversely affect our ability to obtain debt financing on attractive terms and impact our acquisitions and dispositions.

In periods when the capital and credit markets experience significant volatility, the amounts, sources, and cost of capital available to us may be adversely affected. We use external financing to refinance indebtedness as it matures and to partially fund our acquisitions. If sufficient sources of external financing are not available to us on cost effective terms, we could be forced to limit our planned business activities or take other actions to fund our business activities and repayment of debt such as selling assets or reducing our cash distributions. To the extent that we are able to, or choose to, access capital at a higher cost than we have experienced in recent years, our earnings and cash flows could be adversely affected. Uncertainty in the credit markets also could negatively impact our ability to make acquisitions, make it more difficult or impossible for us to sell properties, or may adversely affect the price we receive for properties that we do sell, as prospective buyers may experience increased costs of debt financing or difficulties in obtaining debt financing.

Federal Income Tax Risks

Failure to qualify as a REIT would reduce our net income and the investment return of our stockholders would be adversely affected.

If we fail to qualify as a REIT for any taxable year, we will be subject to federal income tax on our taxable income at corporate rates. In addition, we would generally be disqualified from treatment as a REIT for the four taxable years following the year of losing our REIT status. A loss of our REIT status would reduce distributions to our stockholders due to our additional tax liability. In addition, distributions to our stockholders would no longer qualify for the dividends-paid deduction, and we would no longer be required to make distributions. If this occurs, we may need to borrow funds or liquidate some of our properties in order to pay the applicable taxes.

Legislative, regulatory or administrative changes could adversely affect us and our tenants.

Legislative, regulatory or administrative changes could be enacted or promulgated at any time, either prospectively or with retroactive effect, and may adversely affect us and our tenants.

The President, the House leadership, and the Senate leadership all have expressed interest in passing comprehensive tax reform this year. While certain aspects of tax reform proposals have been described, proposed legislation has not yet been introduced by the leaders of the House Ways and Means Committee or the Senate Finance Committee. None of the descriptions of tax reform proposals have specifically addressed the treatment of REITs. Moreover, there is not yet agreement between the President, the House leadership and the Senate leadership about the specifics of tax reform. To date, the focus of the House plan differs significantly from the Senate plan. Accordingly, there is no assurance that comprehensive tax reform will be enacted, when any such legislation might be enacted, what specific measures will be included in any enacted tax reform language, or whether tax reform would adversely affect us, our stockholders or our tenants.

All of the tax reform proposals share a desire to reduce maximum corporate income tax rates and reform U.S. taxation of income earned outside the United States. Lower corporate rates would be at least partially paid for by reducing or eliminating various tax benefits. Given that the same tax benefits generally apply to businesses conducted through non-corporate structures, there is also pressure on reducing the tax rates applicable to non-corporate businesses.

Some of the tax benefits identified as possibly being eliminated or reduced include various tax benefits that have been important to the real estate industry, including REITs, such as eliminating the like-kind exchange rules or the deduction of net interest expense. Loss of a deduction for net interest expense would substantially increase

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our REIT taxable income and, absent amendments to the REIT rules, our distribution obligations. In addition, it is possible that substantially reduced corporate tax rates or Senate interest in integrating taxation of stockholders and corporations could reduce or eliminate the relative attractiveness of REITs as a vehicle for owning real estate.

Our stockholders and prospective investors are urged to consult with their own tax advisors with respect to the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in shares of our common stock.

Recharacterization of sale-leaseback transactions may cause us to lose our REIT status, which would reduce the investment return of our stockholders.

We may purchase properties and lease them back to the sellers of such properties. If the IRS were to challenge our characterization of such transaction as a “true-lease” and recharacterize the transaction as a financing transaction or loan for federal income tax purposes, deductions for depreciation and cost recovery relating to such property would be disallowed. If a sale-leaseback transaction is recharacterized, we may fail to satisfy the REIT qualification asset tests or income tests and, consequently, lose our REIT status. Alternatively, the amount of our REIT taxable income could be recalculated, which might also cause us to fail to meet the distribution requirements for a taxable year.

Our stockholders may have current tax liability on distributions based on an election to reinvest in our common stock.

A stockholder who participates in our distribution reinvestment plan will be deemed to have received, and for income tax purposes will be taxed on, the amount reinvested in shares of our common stock to the extent the amount reinvested was not a tax-free return of capital. As a result, unless a stockholder is a tax-exempt entity, the investor may have to use funds from other sources to pay the investor’s tax liability on the value of the shares of common stock received.

Even if we qualify as a REIT for federal income tax purposes, we may be subject to other tax liabilities that reduce our cash flow and our ability to make distributions to our stockholders.

Even if we remain qualified as a REIT for federal income tax purposes, we may still be subject to federal, state, and local taxes on our income or property. For example:

• In order to qualify as a REIT, we must distribute annually at least 90% of our REIT taxable income to our stockholders (which is determined without regard to the dividends-paid deduction and excludes net capital gain), and to the extent that we satisfy the distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to federal corporate income tax on the undistributed income.

• We will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions we pay in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income, and 100% of our undistributed income from prior years.

• If we have net income from the sale of foreclosure property that we hold or acquire primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, we must pay a tax on that income at the highest corporate income tax rate.

• If we sell a property, other than foreclosure property, that we hold or acquire primarily for sale to customers in the ordinary course of business, our gain would be subject to the 100% “prohibited transaction” tax.

• We may perform additional, non-customary services for tenants of our buildings through a taxable REIT subsidiary, including real estate or non-real estate related services; however, any earnings that exceed allowable limits related to such services are subject to federal and state income taxes.

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To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions to make distributions to our stockholders, which could increase our operating costs and decrease the value of our stockholders’ investment.

To qualify as a REIT, we must distribute to our stockholders each year 90% of our REIT taxable income (which is determined without regard to the dividends-paid deduction and excludes net capital gain). At times, we may not have sufficient funds to satisfy these distribution requirements and may need to borrow funds to maintain our REIT status and avoid the payment of income and excise taxes. These borrowing needs could result from (i) differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes; (ii) the effect of non-deductible capital expenditures; (iii) the creation of reserves; or (iv) required debt or amortization payments. We may need to borrow funds at times when market conditions are unfavorable. Such borrowings could increase our costs and reduce the value of our common stock.

To maintain our REIT status, we may be forced to forego otherwise attractive opportunities, which could delay or hinder our ability to meet our investment objectives and lower the return on an investment in us.

To qualify as a REIT, we must satisfy tests on an ongoing basis concerning, among other things, the sources of our income, nature of our assets, and the amounts we distribute to our stockholders. We may be required to make distributions to stockholders at times when it would be more advantageous to reinvest cash in our business or when we do not have funds readily available for distribution. Compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.

In certain circumstances, we may be liable for certain tax obligations of certain of the members of the Operating Company.

In certain circumstances, we may be liable for tax obligations of certain of the members of the Operating Company. In connection with certain UPREIT transactions, we have entered into tax protection agreements under which we have agreed to minimize the tax consequences to members of the Operating Company resulting from the sale or other disposition of our assets in taxable transactions, with specific exceptions and limitations. Pursuant to the tax protection agreements we have also agreed to ensure that such members of the Operating Company are allocated minimum amounts of the Operating Company’s indebtedness. If we fail to meet our obligations under the tax protection agreements, we may be required to reimburse those members of the Operating Company for the amount of the tax liabilities they incur, subject to certain limitations. We may enter into additional tax protection agreements in the future in connection with other UPREIT transactions. In order to limit our exposure to a tax obligation, our use of proceeds from any sales or dispositions of certain properties will be limited. In addition, the indemnification obligations may be significant.

New partnership audit rules could increase the tax liability borne by us in the event of a U.S. federal income tax audit of a subsidiary partnership.

New partnership audit rules apply to partnership taxable years beginning after December 31, 2017, and may alter who bears the liability in the event any subsidiary partnership is audited and an adjustment is assessed. Under the new rules, the partnership itself may be liable for a hypothetical increase in partner-level taxes (including interest and penalties) resulting from an adjustment of partnership tax items on audit, regardless of changes in the composition of the partners (or their relative ownership of the partnership) between the year under audit and the year of the adjustment. The new rules also include an elective alternative method under which the additional taxes resulting from the adjustment are assessed from the affected partners, subject to a higher rate of interest than otherwise would apply. Many questions remain as to how the new rules will apply, in particular with respect to partners that are REITs, and it is not clear at this time what effect these new rules will have on us. However, these rules could increase the U.S. federal income taxes, interest and penalties otherwise borne by us in the event of a U.S. federal income tax audit of a subsidiary partnership.

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Item 2. Financial Information

Selected Financial Data

The selected financial data as of December 31, 2016, 2015, 2014, 2013 and 2012 and for the years ended December 31, 2016, 2015, 2014, 2013 and 2012 presented below should be read in conjunction with our consolidated financial statements and the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this Form 10. The selected financial data presented below has been derived from our audited consolidated financial statements.

Our results of operations for the periods presented below are not indicative of those expected in future periods.

	As of December 31,
(In thousands)	2016		2015		2014		2013		2012
Balance Sheet Data
Investment in rental property, net	$	1,684,971	$	1,283,155	$	826,003	$	643,405	$	488,744
Total assets		1,952,054		1,463,907		899,132		700,458		529,031
Mortgage and notes payable, net		106,686		99,462		106,416		102,162		105,165
Unsecured term notes, net and revolver		759,891		562,103		360,848		261,607		182,688
Total liabilities		953,517		715,962		504,951		382,351		310,054
Total Broadstone Net Lease, Inc. stockholders’ equity		911,788		670,163		366,059		289,706		198,579
Total equity	$	998,537	$	747,945	$	394,181	$	318,107	$	218,977

	For the Years Ended December 31,
(In thousands, except per share data)	2016			2015			2014			2013			2012
Operating Data
Total revenues	$	142,869		$	98,086		$	68,152		$	52,277		$	31,677
Total operating expenses		(79,231	)		(55,703	)		(36,148	)		(26,713	)		(20,069	)
Interest expense		(29,963	)		(22,605	)		(18,058	)		(13,665	)		(10,279	)
Net income	$	40,268		$	20,890		$	17,163		$	17,617		$	2,500
Net Earnings per common share, basic and diluted	$	2.76		$	2.15		$	2.59		$	3.37		$	0.73
Other Data
Net cash provided by operating activities	$	67,189		$	38,616		$	32,773		$	25,453		$	8,695
Net cash used in investing activities		(471,954	)		(480,469	)		(198,575	)		(151,292	)		(222,947	)
Net cash provided by financing activities		399,350			464,775			156,899			125,891			212,948
Distributions declared		76,955			45,271			34,574			20,343			12,131
Distributions declared per diluted share		5.27			4.65			5.21			3.89			3.52
FFO(1)		80,664			50,990			34,633			27,205			10,965
FFO per share, basic and diluted		5.53			5.24			5.22			5.20			3.19
AFFO(1)		66,831			41,392			29,027			22,852			8,257
AFFO per share, basic and diluted		4.58			4.25			4.37			4.37			2.40
O-AFFO(1)		77,229			50,757			33,423			26,295			14,240
O-AFFO per share, basic and diluted	$	5.29		$	5.21		$	5.04		$	5.03		$	4.14

(1) Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of our disclosure of Funds From Operations (“FFO”), Adjusted Funds From Operations (“AFFO”) and Operating-Adjusted Funds From Operations (“O-AFFO”), which includes a reconciliation of net income to FFO, AFFO, and O-AFFO.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read together with Item 2. “Selected Financial Data” and Item 1. “Business” of this Form 10, as well as the consolidated financial statements and the related notes included in this Form 10. Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10, including information with respect to our plans and strategies for our business, includes forward-looking statements that involve risks and uncertainties. You should read Item 1A. “Risk Factors” and the “Cautionary Note Regarding Forward-Looking Statements” section of this Form 10 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by these forward-looking statements.

Overview

Broadstone Net Lease, Inc. is a Maryland corporation formed on October 18, 2007, that elected to be taxed as a REIT commencing with the taxable year ended December 31, 2008. We focus on investing in income-producing, net leased commercial properties. We lease properties to retail, healthcare, industrial, and other commercial businesses under long-term lease agreements. Properties are generally leased on a triple-net basis such that tenants pay all operating expenses relating to the property during the lease term, including, but not limited to, property taxes, insurance, maintenance, repairs, and capital costs.

We seek to make investments in additional properties and manage our portfolio to preserve, protect, and return capital to investors; realize increased cash available for distributions and long-term capital appreciation from growth in the rental income and value of our properties; and maximize the level of sustainable cash distributions to our investors.

Broadstone Net Lease, LLC, or the Operating Company, is the entity through which we conduct our business and own (either directly or through subsidiaries) all of our properties. At December 31, 2016, 2015 and 2014, we owned economic interests of 91.4%, 89.6% and 92.9%, respectively, in the Operating Company. We are also the sole managing member of the Operating Company. The remaining interests are held by members who acquired their interest by contributing property to the Operating Company in exchange for membership units of the Operating Company.

As of December 31, 2016, we owned a diversified portfolio of 417 individual net leased commercial properties located in 37 states, with approximately 12.9 million rentable square feet of operational space, 106 different commercial tenants, and no single tenant accounting for 5% or more of our rental stream. We collected 100% of rents due during 2016 and maintained a 100% leased portfolio. The weighted average remaining term of our leases (calculated based on potential contractual rental revenue) as of December 31, 2016 was approximately 13.4 years, excluding renewal options, which are exercisable at the option of our tenants upon expiration of their base lease term.

Liquidity and Capital Resources

We acquire real estate with a combination of debt and equity capital and with cash from operations that is not otherwise distributed to our stockholders. Our focus is on maximizing the risk-adjusted return on investments through an appropriate balance of debt and equity in our capital structure. Therefore, we attempt to maintain a conservative debt level on our balance sheet with appropriate interest and fixed charge coverage ratios. While we target a leverage ratio with total debt equal to 35% to 45% of the approximate market value of our assets, we seek to exploit opportunities where the relative cost of debt versus equity would result in increased returns. We believe our current leverage model has allowed us to take advantage of the lower cost of debt while simultaneously strengthening our balance sheet, as evidenced by the investment grade credit rating the Operating Company received in March of 2016. The actual leverage ratio will vary over time but may not exceed 50% without the approval of the Independent Directors Committee. As of December 31, 2016, the leverage ratio

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approximated 40.5% of the market value of assets. From a management perspective and in communications with the credit rating agencies, we also consider our leverage position as a multiple of Earnings Before Interest Taxes Depreciation and Amortization (EBITDA). EBITDA is a tool we use to measure leverage in the context of our cash-flow expectations and projections. Furthermore, given the significance of our growth over the past two years, adding $518.8 million in investments during 2016 and $550.1 million in investments during 2015, coupled with our continued strategic growth initiatives, historical EBITDA may not provide investors with an adequate picture of the contractual cash in-flows associated with these investments. Our investments are typically made throughout the year, and therefore the full-year, or “normalized” cash-flows, will not be realized until subsequent years. Accordingly, we look at contractual, “normalized,” cash-flows and EBITDA as an appropriate tool to manage our leverage profile. We utilize this analysis inclusive of our focus on debt-to-market value metrics.

Our equity capital for our real estate acquisition activity is provided from the proceeds of our ongoing private offering, including distributions reinvested through our DRIP. During the year ended December 31, 2016, we raised $290.9 million in equity capital to be used in our acquisition activities, including distributions reinvested through our DRIP and properties exchanged for membership units in the Operating Company through UPREIT transactions. We seek to maintain an appropriate balance of debt and equity capital in our overall leverage policy, while maintaining a focus on increasing core value for existing stockholders (achieved via share appreciation and earnings growth). Our debt capital is provided through unsecured term notes and revolving debt facilities. We also, from time to time, obtain non-recourse mortgage financing from banks and insurance companies secured by mortgages on the corresponding specific property. Mortgages, however, are not a strategic focus of the active management of our leverage profile. Rather, we enter into mortgages and notes payable as ancillary business transactions on an as-needed basis.

To reduce our exposure to variable rate debt, the Operating Company enters into interest rate swap agreements to fix the rate of interest as a hedge against interest rate fluctuations. These interest rate hedges have staggered maturities up to ten years in duration in order to reduce the exposure to interest rate fluctuations in any one year. The interest rate swaps are applied against a pool of debt, which offers flexibility in maintaining our hedge designation concurrent with our ongoing capital market activity. We have one amortizing interest rate swap agreement that is tied to an unpaid mortgage loan. We limit our total exposure to floating rate debt to no more than 5% of total assets, measured at quarter end. To reduce counterparty concentration risk with respect to the interest rate hedges, we diversify the institutions that serve as swap counterparties and no more than 30% of the nominal value of our total hedged debt may be with any one institution, to be measured at the time we enter into an interest rate swap transaction and at quarter end. We may deviate from these policies from time-to-time subject to the approval of the Independent Directors Committee. The interest rate swaps are considered cash flow hedges. Under these agreements, we receive monthly payments from the counterparties equal to the variable interest rates multiplied by the outstanding notional amounts. In turn, we pay the counterparties each month an amount equal to a fixed rate multiplied by the outstanding notional amounts. The intended net impact of these transactions is that we pay a fixed interest rate on our variable rate borrowings.

The availability of debt to finance commercial real estate can be impacted by economic and other factors that are beyond our control. We seek to reduce the risk that long-term debt capital may be unavailable to us by strengthening our balance sheet through our investments in real estate with credit-worthy tenants and lease guarantors and maintaining an appropriate mix of debt and equity capitalization. Specifically, we recognized a 100% collection rate on rentals during 2016. Additionally, Moody’s issued an investment grade credit rating of Baa3 to the Operating Company in March of 2016, further evidencing our active management of a conservative capital structure. We have arranged our debt facilities to have multiple-year terms in order to reduce the risk that short-term real estate financing would not be available to us in any given year. As we grow our real estate portfolio, we also intend to manage our debt maturities to reduce the risk that a significant amount of our debt will mature in any single year in the future. Refer to the “Contractual Obligations” section below for further details of the maturities on our contractual obligations, including long-term debt.

As of December 31, 2016, the historical cost basis of our real estate investment portfolio totaled $1.7 billion, consisting of investments in 417 properties with rent and interest due from our tenants aggregating

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over $11.9 million per month on a straight-line basis. During 2016 we closed 22 real estate acquisitions totaling $518.8 million, adding 88 new properties and a capital expansion on an existing property to our portfolio. The 88 new properties will provide over $3.4 million in monthly rent on a straight-line basis. Substantially all of our cash from operations is generated by our real estate portfolio.

Our primary cash expenditures are the monthly interest payments we make on the debt we use to finance our real estate investment portfolio, asset management and property management fees of servicing the portfolio, acquisition expenses related to the growth of our portfolio, and the general and administrative expenses of operating our business. Since substantially all of our leases are triple-net, our tenants are generally responsible for the maintenance, insurance, and property taxes associated with the properties they lease from us. In certain circumstances, the terms of the lease require us to pay these expenses, however, in most cases we are reimbursed by the tenants. Accordingly, we do not currently anticipate making significant capital expenditures or incurring other significant property costs during the term of a property lease.

We intend to continue to grow through additional real estate investments. To accomplish this objective, we must continue to identify real estate acquisitions that are consistent with our underwriting guidelines and raise additional future debt and equity capital. We have financed our acquisition of properties using both equity investments as well as a combination of unsecured term and revolving debt and mortgage loans. The mix of financing sources may change over time based on market conditions and our liquidity needs. We have three outstanding unsecured term loans with an outstanding principal balance of approximately $660 million as of December 31, 2016, and a $300 million line of credit with $102 million of outstanding borrowings as of December 31, 2016.

Our $100 million term note (“Term Note 1”) and our line of credit (“Revolver”) mature on June 27, 2017, with two one-year extensions at our option if we are in compliance with all covenants and pay the required fee of 0.125%. Borrowings under Term Note 1 and the Revolver originally bore interest at variable rates based on LIBOR plus a margin. In March of 2016, Moody’s Investors Service (“Moody’s”) assigned the Operating Company an investment grade credit rating of Baa3 with a stable outlook. As a result of receiving the investment grade credit rating, effective April 1, 2016, the interest rate pricing grids utilized to determine the margin we pay over the London Interbank Offered Rate (“LIBOR”) changed from being dependent upon our leverage ratio, to being dependent upon our credit rating. The investment grade credit led to a margin of 1.45% on Term Note 1 and the Revolver, effective April 1, 2016. Should the Operating Company lose its investment grade credit rating, the margin would be 1.75% until such time as the Operating Company regains its investment grade credit rating. The following tables present the margins on Term Note 1 and the Revolver based (a) on our leverage ratio and (b) on credit ratings from S&P or Moody’s.

Level	Ratio of Total Outstanding Indebtedness to Total Market Value	Applicable Margin for LIBOR Loans
1	Less than or equal to 0.45 to 1.00		1.75	%
2	Greater than 0.45 to 1.00 but less than or equal to 0.50 to 1.00		1.95	%
3	Greater than 0.50 to 1.00 but less than or equal to 0.55 to 1.00		2.20	%
4	Greater than 0.55 to 1.00		2.50	%

Level	Credit Rating (S&P/Moody’s)	Applicable Margin for LIBOR Loans
1	A-/A3 or better		0.95	%
2	BBB+/Baa1		1.05	%
3	BBB/Baa2		1.25	%
4	BBB-/Baa3		1.45	%
5	Lower than BBB-/Baa3		1.75	%

An annual fee on the unused portion of the Revolver is due on a quarterly basis at a rate tied to the margin and the credit rating (the rate was 0.30% at December 31, 2016). As of December 31, 2016, we had $198 million of borrowing capacity remaining on the Revolver.

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Our $185 million term note (“Term Note 2”) matures on October 11, 2018, and has a two-year extension at our option if we are in compliance with all covenants and pay the required fee of 0.25%. Borrowings under Term Note 2 bear interest at variable rates based on LIBOR plus a margin ranging from 1.75% to 2.50% based on our overall leverage ratio. The following table presents the margins on Term Note 2.

Level	Ratio of Total Outstanding Indebtedness to Total Market Value	Applicable Margin for LIBOR Loans
1	Less than 0.45 to 1.00		1.75	%
2	Greater than or equal to 0.45 to 1.00 but less than 0.50 to 1.00		1.95	%
3	Greater than or equal to 0.50 to 1.00 but less than 0.55 to 1.00		2.20	%
4	Greater than or equal to 0.55 to 1.00		2.50	%

Our $375 million term note (“Term Note 3”) matures on February 6, 2019 and provides for two one-year extension options, at our option, subject to compliance with all covenants and the payment of a 0.10% fee. Borrowings under Term Note 3 originally bore interest at variable rates based on the one-month LIBOR plus a margin. Moody’s assignment of an investment grade credit rating to the Operating Company led to a margin of 1.40% on Term Note 3, effective April 1, 2016. Should the Operating Company lose its investment grade credit rating, the margin would be 1.75% until such time as the Operating Company regains its investment grade credit rating. The following tables present the margins on Term Note 3 based (a) on our leverage ratio and (b) on credit ratings from S&P or Moody’s.

Level	Ratio of Total Outstanding Indebtedness to Total Market Value	Applicable Margin for LIBOR Loans
1	Less than or equal to 0.45 to 1.00		1.65	%
2	Greater than 0.45 to 1.00 but less than or equal to 0.50 to 1.00		1.80	%
3	Greater than 0.50 to 1.00 but less than or equal to 0.55 to 1.00		1.95	%
4	Greater than 0.55 to 1.00		2.15	%

Level	Credit Rating (S&P/Moody’s)	Applicable Margin for LIBOR Loans
1	A-/A3 or better		0.90	%
2	BBB+/Baa1		0.95	%
3	BBB/Baa2		1.10	%
4	BBB-/Baa3		1.40	%
5	Lower than BBB-/Baa3		1.75	%

Although borrowings under each of the Term Note 1, Term Note 2, Term Note 3, and the Revolver are unsecured, they are supported by certain of our unsecured properties and assets, which we define as the “Borrowing Base.” Total aggregate borrowings cannot exceed 60.0% of the Borrowing Base under the terms of the loan agreements. The 60% limitation approximated $1.04 billion at December 31, 2016.

The Operating Company achieved its investment grade credit rating based on our conservative leverage profile, diversified portfolio, and earnings stability based on the credit-worthiness of our tenants, which we intend to maintain concurrent with our growth objectives. Factors that could negatively impact our credit rating include, but are not limited to: a significant increase in our leverage on a sustained basis; a significant increase in secured debt levels; a significant decline in our unencumbered asset base; and a significant decline in our portfolio diversification. We have aligned our strategic growth priorities with these factors, as we believe the favorable debt pricing and access to additional sources of debt capital resulting from the investment grade credit rating provides us with an advantageous cost of capital and risk-adjusted return on investment for our stockholders.

Borrowings under each of the Term Note 1, Term Note 2, Term Note 3, and the Revolver are payable interest only, monthly, with the principal amount due in full at maturity. We intend to exercise the extension provisions of each of the loan agreements, refinance, or replace the existing borrowings. The extensions would delay Term Note 1’s and the Revolver’s maturities until June 2019, Term Note 2’s maturity until October 2020, and Term Note 3’s maturity until February 2021. We do not intend to make principal payments on these obligations in the foreseeable future, and plan to replace our existing credit facilities with new debt prior to maturity. Additionally, we may be required to increase our borrowing capacity to partially fund future

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acquisitions. We assess market conditions and the availability and pricing of debt on an ongoing basis, which are critical inputs in our strategic planning and decision making process. While we believe the current market conditions provide our stockholders with an advantageous capitalization structure and risk-adjusted return, we believe our conservative capital structure is appropriate to absorb temporary market fluctuations. Significant adverse market conditions could impact the availability of debt to fund future acquisitions, our ability to recognize growth in earnings and return on investment for stockholders, and our ability to recast the debt facilities at cost-advantageous pricing points. In the event of such conditions, we would plan to revise our capitalization structure and strategic initiatives to maximize return on investment for stockholders. To the extent that we are unable to recast our debt facilities, our cash-flows from operations will not be adequate to pay the principal amount of debt, and we may be forced to liquidate properties to satisfy our obligations.

We are subject to various covenants and financial reporting requirements pursuant to the loan agreements we have entered into. The table below summarizes the applicable financial covenants, which are substantially the same across each of our loan agreements. As of December 31, 2016, we were in compliance with all of our covenants. In the event of default, either through default on payments or breach of covenants, we may be prohibited from paying dividends on our common stock above the annual 90% REIT taxable income distribution requirement. For each of the previous three years, we paid dividends out of our cash flows from operations in excess of the required distribution amounts.

Covenants	Required	Actual (as of 12/31/16)
Leverage Ratio(1)	£ 0.60 to 1.00	0.42
Secured Indebtedness Ratio(2)	£ 0.40 to 1.00	0.05
Recourse Secured Indebtedness Ratio(3)	£ 0.10 to 1.00	< 0.01
Adjusted EBITDA to Interest Expense(4)	³ 1.85 to 1.00	3.67
Adjusted EBITDA to Fixed Charges(5)	³ 1.50 to 1.00	3.32
Tangible Net Worth(6)	³ $300 million plus 85% of net proceeds from equity issuances ($876.8 million at 12/31/16)	$1.06 billion
Total Unsecured Indebtedness to Total Unencumbered Eligible Property Value(7)	£ 0.60 to 1.00	0.45
Permitted Investments	1) Aggregate value of listed investments must not exceed 15% of Total Market Value, and 2) individual investments must each not exceed 10%	1) 0.8% 2) 0.5%
Dividends and Other Restricted Payments	Only Applicable in case of default	Not Applicable
Total Unencumbered Eligible Property Value	³ $300 million	$1.7 billion
Eligible Properties	³ 100 eligible properties	398

⁽¹⁾  The leverage ratio is calculated as the ratio of total indebtedness to total market value. Total market value is computed as the net operating income for the most recently completed fiscal quarter on properties owned for four consecutive quarters at a capitalization rate of 7.75%, multiplied by four, plus the acquisition price of properties in the last four quarters, plus tangible assets comprised of current assets on a GAAP basis and notes receivable.

⁽²⁾  The secured indebtedness ratio is the ratio of secured indebtedness to total market value. The secured indebtedness represents outstanding mortgage borrowings.

⁽³⁾  The recourse secured indebtedness ratio is the ratio of recourse secured indebtedness to total market value. Total recourse indebtedness at December 31, 2016 was $5.7 million.

⁽⁴⁾  Adjusted EBITDA to interest expense is the ratio of adjusted EBITDA to interest expense for the most recent fiscal quarter. Adjusted EBITDA is calculated as net income adjusted for depreciation and amortization, interest, taxes, gain/loss on sale of properties, dividend income, gain/loss on debt extinguishment, straight-line rent adjustments, transaction costs expensed, amortization of intangibles, and interest rate swap ineffectiveness, if applicable.

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⁽⁵⁾  Adjusted EBITDA to fixed charges is the ratio of adjusted EBITDA to fixed charges for the most recent fiscal quarter. Fixed charges are calculated as interest expense plus any principal payments on debt, excluding balloon payments, if applicable.

⁽⁶⁾  Tangible net worth is calculated as stockholders’ equity, plus increases in depreciation and amortization since the original agreement date of December 2014, less intangible assets.

⁽⁷⁾ Total Unsecured Indebtedness to Total Unencumbered Eligible Property Value is the ratio of unsecured indebtedness to total unencumbered eligible property value. Total unsecured indebtedness includes the unsecured term notes and the Revolver, as well as $0.75 million of an unsecured note payable. Unencumbered eligible property value includes all real estate properties that are not secured by mortgages.

We believe our leverage policy and capital structure provides us with several advantages, including the ability to:

• create a growing and diversified real estate portfolio;

• capitalize on competitive debt pricing;

• add value to our stockholders through earnings growth on a growing pool of assets; and

• issue unsecured debt having relatively limited negative financial covenants and maintain the distributions necessary to retain our tax-sheltered REIT status in the event of contractual default, which we believe increases our corporate flexibility.

We do not anticipate utilizing mortgage loans as a strategic priority in our capital structure to fund growth. When utilized, mortgage loans typically correspond to a single property or a group of related properties acquired from a single seller. The loans may be further secured by guarantees from us or the Operating Company, provided that we attempt to limit the use of guarantees to the extent possible. The Operating Company may assume debt when conducting a transaction or it may mortgage existing properties. The maturities on our mortgages are staggered from 2017 to 2031. As of December 31, 2016, the aggregate GAAP principal balance of outstanding mortgage loans approximated $106.7 million, net of unamortized debt issuance costs.

On April 18, 2017, the Operating Company closed on the issuance of unsecured, fixed-rate, guaranteed senior promissory notes (“Senior Notes”) for an aggregate principal amount of $150 million. The Senior Notes were issued by the Operating Company and guaranteed by us and each of the Operating Company’s subsidiaries that guarantee our Revolver and term notes. The Senior Notes were issued at par, bear interest at a rate of 4.84% per annum (priced at 240 basis points above the 10-year U.S. Treasury yield at the time of pricing), and mature on April 18, 2027. We used the proceeds to pay down $115 million of the outstanding balance on the Revolver at the time of closing and to fund continued operations. The Senior Notes’ financial covenants are materially consistent with the covenant table above. Additionally, the aggregate borrowings were within the Leverage Policy and the Borrowing Base limitation.

As part of acquisitions closed during 2016, we entered into tenant improvement allowances totaling $10.5 million. During the year ended December 31, 2016, we made payments of $1.0 million under these allowances, resulting in a total tenant improvement allowance balance of $9.5 million at December 31, 2016, included in accounts payable and other liabilities in the consolidated balance sheet. We expect to pay the remaining tenant improvement allowances within the next twelve months out of cash flows from operations.

As shown in the table below, net cash provided by operating activities increased by $5.8 million from $32.8 million for the year ended December 31, 2014, to $38.6 million for the year ended December 31, 2015, and increased by $28.6 million to $67.2 million for the year ended December 31, 2016. The year-over-year increase in cash provided by operating activities is primarily due to the increase in the size of our real estate investment portfolio. Our real estate investing activities have grown in volume since 2014 as we continue to make headway into our target markets by identifying and acquiring real estate, primarily through sale-leaseback transactions, as a result of increased access to debt and equity capital and favorable opportunities. We funded real estate

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investment activity with a combination of cash from operations, proceeds from the issuance of unsecured debt obligations, and proceeds from the issuance of common stock. We paid cash dividends to our stockholders and noncontrolling members of the Operating Company, net of reinvestments through our DRIP, totaling $42.7 million in 2016, $27.2 million in 2015, and $21.8 million in 2014. Cash for the increase in dividends between years resulted primarily from the increase in cash provided by our operations. Cash and cash equivalents totaled $21.6 million at December 31, 2016, $27.0 million at December 31, 2015, and $4.1 million at December 31, 2014.

	Year Ended December 31,
(In thousands)	2016			2015			2014
Net cash provided by operating activities	$	67,189		$	38,616		$	32,773
Net cash used in investing activities		(471,954	)		(480,469	)		(198,575	)
Net cash provided by financing activities		399,350			464,775			156,899
Increase (decrease) in cash and cash equivalents	$	(5,415	)	$	22,922		$	(8,903	)

Management believes that the cash generated by our operations and our ongoing private offering, our cash and cash equivalents at December 31, 2016, our current borrowing capacity on our revolver and three unsecured credit facilities, and our access to long-term debt capital, including through the debt private placement market, will be sufficient to fund our operations for the foreseeable future and allow us to acquire the real estate to meet our strategic objectives.

Impact of Inflation

Our leases with tenants of our properties are long-term in nature, with a current weighted average remaining lease term of 13.4 years as of December 31, 2016. To mitigate the impact of inflation on our fixed revenue streams, we have implemented limited escalation clauses in our leases. As of December 31, 2016, all of our leases had contractual lease escalations, with a weighted average of 2.1% for 2016. A substantial majority of our leases have fixed annual rent increases, and the remaining portion has annual lease escalations based on increases in the CPI, or periodic escalations over the term of the lease (e.g., a 10% increase every five years). These lease escalations mitigate the risk of fixed revenue streams in the case of an inflationary economic environment, and provide increased return in otherwise stable market conditions. As a majority of our portfolio has fixed lease escalations, there is a risk that inflation could be greater than the contractual rent increases.

Our focus on single-tenant, triple-net leases also shelters us from fluctuations in the cost of services and maintenance as a result of inflation. For an insignificant portion of our portfolio, we have leases that are not triple-net, and therefore we bear certain responsibilities for the maintenance and structural component replacement that may be required in the future. Inflation and increased costs may have an adverse impact to our tenants and their credit-worthiness if the increase in costs are greater than their increase in revenue. In the limited circumstances where we cannot implement a triple-net lease, we attempt to limit our exposure to inflation through the use of warranties and other remedies that reduce the likelihood of a significant capital outlay.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements as of December 31, 2016.

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Contractual Obligations

The following table provides information with respect to our contractual commitments and obligations as of December 31, 2016 (in thousands).

Year of Maturity	Term Note 1(1)		Term Note 2(2)		Term Note 3(3)		Revolver(1)		Mortgages		Interest Expense(4)		Tenant Improvement Allowances(5)
2017	$	100,000	$	—	$	—	$	102,000	$	17,825	$	28,088	$	9,490
2018		—		185,000		—		—		3,689		24,356		—
2019		—		—		375,000		—		3,949		14,127		—
2020		—		—		—		—		28,993		11,157		—
2021		—		—		—		—		13,706		9,471		—
Thereafter		—		—		—		—		39,362		25,959		—
Total	$	100,000	$	185,000	$	375,000	$	102,000	$	107,524	$	113,158	$	9,490

⁽¹⁾  We may extend both Term Note 1 and the Revolver twice, for a one-year period each time, subject to compliance with all covenants and the payment of 0.125% fee.

⁽²⁾ We may extend Term Note 2 once, for a two-year period, subject to compliance with all covenants and the payment of 0.25% fee.

⁽³⁾ We may extend Term Note 3 twice, for a one-year period each time, subject to compliance with all covenants and the payment of 0.10% fee.

⁽⁴⁾ Interest expense is projected based on the outstanding borrowings and interest rates in effect as of December 31, 2016. This amount includes the impact of interest rate swap agreements.

⁽⁵⁾ The tenant improvement allowance is included within the accounts payable and other liabilities financial statement caption included within the consolidated financial statements.

As detailed in the “Liquidity and Capital Resources” section above, in April 2017, the Operating Company closed on the issuance of the Senior Notes for an aggregate principal amount of $150 million. The Senior Notes bear interest at a rate of 4.84% per annum and mature on April 18, 2027. We used the proceeds to pay down $115 million of the outstanding balance on the Revolver at the time of closing and to fund continued operations.

At December 31, 2016, investment in rental property of $164.5 million is pledged as collateral against our mortgages and notes payable.

Additionally, we have two separate Tax Protection Agreements (the “Agreements”) with the contributing members (the “Protected Members”) of two distinct UPREIT transactions conducted in November 2015 and February 2016. The Agreements require us to pay monetary damages in the event of a sale, exchange, transfer, or other disposal of the contributed property in a taxable transaction that would cause a Protected Member to recognize a Protected Gain, as defined in the Agreements and subject to certain exceptions. In such an event, we will pay monetary damages to the Protected Members in the amount of the aggregate federal, state, and local income taxes incurred as a result of the income or gain allocated or recognized by the Protected Member as an outcome of the transaction, subject to certain caps and limitations contained in the Agreements. We are required to allocate to the Protected Members, an amount of nonrecourse liabilities that is at least equal to the Minimum Liability Amount for each Protected Member, as defined in the Agreements. The Minimum Liability Amount and the associated allocation of nonrecourse liabilities are calculated in accordance with applicable tax regulations, are completed at the Operating Company level, and do not represent GAAP accounting. Therefore, there is no impact to the consolidated financial statements included in this Form 10. If the nonrecourse liabilities allocated do not meet the requirement, we will pay monetary damages to the Protected Members in the amount of the aggregate federal, state, and local income taxes incurred as a result of the income or gain allocated or recognized by the Protected Member as an outcome to the default. The maximum aggregate amount we may be liable for

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under the Agreements is approximately $10.4 million. Based on information available, we do not believe that the events resulting in damages as detailed above have occurred or are likely to occur in the foreseeable future. Accordingly, we have excluded this commitment from the contractual commitments table above.

Results of Operations

Overview

As of December 31, 2016, our real estate investment portfolio had grown to a net book value of $1.7 billion, consisting of investments in 417 property locations in 37 states and various industries. All of our real estate investment portfolio represents commercial real estate properties subject to long-term leases, and all of our owned properties were subject to a lease as of December 31, 2016.

Revenues

	Year Ended December 31,						Increase/ (Decrease)			Increase/ (Decrease)
(In thousands)	2016		2015		2014		2016 vs 2015			2015 vs 2014
Revenues:
Rental income from operating leases	$	133,943	$	89,875	$	61,980	$	44,068		$	27,895
Earned income from direct financing leases		4,544		4,075		3,828		469			247
Operating expenses reimbursed from tenants		4,173		3,538		2,243		635			1,295
Other income from real estate transactions		209		598		101		(389	)		497
Total revenues	$	142,869	$	98,086	$	68,152	$	44,783		$	29,934

2016 versus 2015

Total revenues increased by $44.8 million or 45.7% to $142.9 million for the year ended December 31, 2016, compared to $98.1 million for the year ended December 31, 2015. The growth in revenue year-over-year is primarily attributable to the growth in our real estate portfolio. During the year ended December 31, 2016, we closed 22 real estate acquisitions and acquired $518.8 million in real estate comprised of 88 new properties and improvements to one of our existing properties. Our real estate investments in new properties were made throughout the period and were not all outstanding for the entire period. During 2016, we recognized $16.9 million of the $40.9 million in annualized straight-line rental income from new properties acquired in 2016, with the remaining increase expected to be recognized in 2017. The increase in revenues from 2015 is also a result of the acquisitions made throughout 2015, in particular towards the second-half of the year, whereby we recognized the full annualized straight-line rental revenues in 2016. In 2016, we recognized $28.8 million of the $43.4 million in annualized straight-line rental income from properties acquired in 2015. The increase in total revenues as a result of acquisitions made in 2016 and 2015 was partially offset by real estate disposals.

The rental rates we receive on sale-leaseback transactions and lease assumptions on the various types of properties we target across the United States vary from transaction to transaction based on many factors, such as the terms of the lease, each property’s real estate fundamentals, and the market rents in the area. The initial contractual cash lease payments on acquisitions during 2016 represented a weighted average capitalization rate of 6.83%.

2015 versus 2014

Revenues increased by $29.9 million or 43.9% to $98.1 million for the year ended December 31, 2015, compared to $68.2 million for the year ended December 31, 2014. The growth in revenue year-over-year is primarily attributable to the growth in our real estate portfolio. During the year ended December 31, 2015, we acquired $550.1 million in real estate comprised of 116 new properties and land adjacent to one of our existing

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properties. Our real estate investments were made throughout the period with weighting towards the second-half of the year, and were not all outstanding for the entire period. During 2015, we recognized $14.6 million of the $43.4 million in annualized straight-line rental income from properties acquired in 2015, and recognized the remaining increase in 2016. The initial contractual cash lease payments on acquisitions during 2015 represented a weighted average capitalization rate of 6.83%. The remaining increase in revenues as compared to 2014 is the result of the acquisitions made throughout 2014, whereby we recognized the full annualized straight-line rental revenues in 2015.

Operating Expenses (in thousands)

	Year Ended December 31,						Increase/ (Decrease)			Increase/ (Decrease)
Operating expenses:	2016		2015		2014		2016 vs 2015			2015 vs 2014
Depreciation and amortization	$	46,321	$	29,387	$	19,475	$	16,934		$	9,912
Asset management fees		10,955		7,042		4,441		3,913			2,601
Property management fees		3,939		2,697		1,903		1,242			794
Acquisition expenses		10,880		9,947		4,675		933			5,272
Property and operating expense		3,900		3,384		1,909		516			1,475
General and administrative		2,790		3,116		1,925		(326	)		1,191
State and franchise tax		446		130		186		316			(56	)
Asset impairment		—		—		1,634		—			(1,634	)
Total operating expenses	$	79,231	$	55,703	$	36,148	$	23,528		$	19,555

Depreciation and amortization – 2016 versus 2015

Depreciation and amortization increased by $16.9 million, or 57.6% to $46.3 million for the year ended December 31, 2016, primarily as a result of the growth in our real estate portfolio. During the year ended December 31, 2016, we acquired $518.8 million in real estate comprised of 88 new properties and a capital expansion on an existing property. Our real estate investments were made throughout the period and were not all outstanding for the entire period; accordingly, only a portion of the increase in annualized depreciation is reflected in the full-year 2016 amounts.

Depreciation and amortization – 2015 versus 2014

Depreciation and amortization increased by $9.9 million, or 50.9% to $29.4 million for the year ended December 31, 2015, primarily as a result of the growth in our real estate portfolio. During the year ended December 31, 2015, we acquired $550.1 million in real estate. Our real estate investments were made throughout the period and were not all outstanding for the entire period; accordingly, only a portion of the increase in annualized depreciation is reflected in the full-year 2015 amounts.

Asset management fees – 2016 versus 2015

Asset management fees increased by $3.9 million, or 55.6% to $11.0 million for the year ended December 31, 2016. The Asset Manager receives an annual asset management fee equal to 1% of the aggregate value of our equity on a fully diluted basis based on the Determined Share Value. The increase in asset management fees during 2016 is a result of an increase in the equity on a fully diluted basis and the increase in the Determined Share Value. During the year ended December 31, 2016, we increased the Determined Share Value 4.1% from $74.00 per share as of December 31, 2015 to $77.00 per share as of December 31, 2016. Additionally, the weighted average number of shares of our common stock and noncontrolling membership units of the Operating Company outstanding increased as the result of continued equity capital investments. For the year ended December 31, 2016, the weighted average number of shares of our common stock and noncontrolling

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membership units of the Operating Company outstanding was 14.6 million compared to 9.7 million for the year ended December 31, 2015. The increase in equity capital was used to partially fund the continued growth in our real estate portfolio.

Asset management fees – 2015 versus 2014

Asset management fees increased by $2.6 million, or 58.6% to $7.0 million for the year ended December 31, 2015. The Asset Manager receives an annual asset management fee equal to 1% of the aggregate value of our equity on a fully diluted basis based on the Determined Share Value. The increase in asset management fees during 2015 is a result of an increase in the equity on a fully diluted basis and the increase in the Determined Share Value. During the year ended December 31, 2015, we increased the Determined Share Value 4.2% from $71.00 per share as of December 31, 2014 to $74.00 per share as of December 31, 2015. Additionally, the weighted average number of shares of our common stock and noncontrolling membership units of the Operating Company outstanding increased as the result of continued equity capital investments. For the year ended December 31, 2015, the weighted average number of shares of our common stock and noncontrolling membership units of the Operating Company outstanding was 9.7 million compared to 6.6 million for the year ended December 31, 2014. The increase in equity capital was used to partially fund the continued growth in our real estate portfolio.

Property Management Fees – 2016 versus 2015

Property management fees increased by $1.2 million, or 46.0% to $3.9 million for the year ended December 31, 2016. The Manager is compensated for its property management services by receiving, as of the end of each month, a property management fee equal to 3% of gross rentals collected from the real estate portfolio for that month. The increase in property management fees is primarily attributable to the growth in our real estate portfolio. During the year ended December 31, 2016, we acquired $518.8 million in real estate comprised of 88 new properties and a capital expansion on an existing property from 22 separate acquisitions. Our real estate investments were made throughout the period and were not all outstanding for the entire period; accordingly, a portion of the increase in property management fees calculated based on the additional rental revenue from these acquisitions will be recognized in subsequent periods. Additionally, we recognized average annual rent increases of approximately 2.1% during 2016, contributing to growth in property management fees on properties owned in the prior year (i.e., “same store” basis).

Property Management Fees – 2015 versus 2014

Property management fees increased by $0.8 million, or 41.8% to $2.7 million for the year ended December 31, 2015. The Manager is compensated for its property management services by receiving, as of the end of each month, a property management fee equal to 3% of gross rentals collected from the real estate portfolio. The increase in property management fees is primarily attributable to the growth in our real estate portfolio. During the year ended December 31, 2015, we acquired $550.1 million in real estate. Our real estate investments were made throughout the period with weighting towards the second half of the year, and were not all outstanding for the entire period; accordingly, a portion of the increase in property management fees calculated based on the additional rental revenue from these acquisitions will be recognized in subsequent periods. Additionally, we recognized average annual rent increases of approximately 2.0% during 2015, contributing to growth in property management fees on properties owned in the prior year (i.e., “same store” basis).

Acquisition Expenses – 2016 versus 2015

Acquisition expenses increased by $0.9 million, or 9.4% to $10.9 million for the year ended December 31, 2016. Under the terms of the Asset Management Agreement, we pay the Asset Manager an acquisition fee equal to 1% of the gross purchase price paid for each property we acquire (including properties contributed in exchange

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for membership units in the Operating Company); provided, however, that in the event that our acquisition of a property requires a new lease (as opposed to taking an assignment of an existing lease), such as in the case of a sale-leaseback transaction, we pay the Asset Manager an acquisition fee equal to 2% of the gross purchase price as a result of the additional leasing services required. The increase in acquisition expenses year-over-year is a result of increased legal expenses due to the increased complexity of acquisitions closed during 2016. The impact was slightly offset by a 5.7% decrease in acquisition activity from 2015 to 2016. During the year ended December 31, 2016 we acquired $518.8 million in real estate, as compared to $550.1 million for the year ended December 31, 2015.

Acquisition Expenses – 2015 versus 2014

Acquisition expenses increased by $5.3 million, or 112.8% to $9.9 million for the year ended December 31, 2015. Under the terms of the Asset Management Agreement, we pay the Asset Manager an acquisition fee equal to 1% of the gross purchase price paid for each property we acquire (including properties contributed in exchange for membership units in the Operating Company); provided, however, that in the event that our acquisition of a property requires a new lease (as opposed to taking an assignment of an existing lease), such as in the case of a sale-leaseback transaction, we pay the Asset Manager an acquisition fee equal to 2% of the gross purchase price as a result of the additional leasing services required. The increase in acquisition expenses year-over-year is a result of increased acquisition activity. During the year ended December 31, 2015, we acquired $550.1 million in real estate, as compared to $236.5 million for the year ended December 31, 2014.

Property and operating expense – 2016 versus 2015

Property and operating expense increased by $0.5 million, or 15.2% to $3.9 million for the year ended December 31, 2016. The increase is attributable to increased insurance rates and real estate taxes on the underlying real estate properties. These expenses are paid by us and reimbursed by the tenant under the terms of the respective leases. There was a corresponding increase in the Operating expenses reimbursed by tenants revenue balance.

Property and operating expense – 2015 versus 2014

Property and operating expense increased by $1.5 million, or 77.2% to $3.4 million for the year ended December 31, 2015. The increase is attributable to the acquisition of properties during 2015 with lease terms that provide for the landlord to pay for certain expenses, such as real estate taxes and insurance, with reimbursement from the tenant. These reimbursements are included in the Operating expenses reimbursed from tenants revenue balance, which experienced a corresponding increase year-over-year.

General and administrative – 2016 versus 2015

General and administrative expenses decreased by $0.3 million, or 10.4% to $2.8 million for the year ended December 31, 2016. The decrease is primarily attributable to a $0.6 million decrease in bad debt expense resulting from recoveries of previously reserved doubtful accounts without a corresponding replenishment. We recognized 100% collections in 2016. The decrease was partially offset by increased fees for costs and services associated with our requirements to file this Form 10 to register our shares of common stock pursuant to Section 12(g) of the Exchange Act. In addition, we incurred fees associated with the establishment of the Operating Company’s investment grade credit rating. We believe the fees incurred in establishing the investment grade credit rating will be more than offset by the ongoing interest expense savings through a lower margin on our long-term debt.

General and administrative – 2015 versus 2014

General and administrative expenses increased by $1.2 million, or 61.8% to $3.1 million for the year ended December 31, 2015. The increase is primarily attributable to increased legal fees associated with acquisition

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activity and equity investments in the Operating Company. Additionally, bad debt expense increased by $0.3 million as a result of increased reserves for two tenants.

Asset impairment

For the year ended December 31, 2014, we recognized an asset impairment of $1.6 million on a single property as the result of the tenant’s deteriorating financial condition and the respective rental payments owed to us in arrears. We did not recognize asset impairments for the years ended December 31, 2015 and 2016, which is commensurate with our strong underwriting focus on credit-worthy tenants and our ongoing credit monitoring and maintenance.

Other income (loss) (In thousands)

	Year Ended December 31,									Increase/ (Decrease)			Increase/ (Decrease)
Other revenue (expenses)	2016			2015			2014			2016 vs 2015			2015 vs 2014
(Cost) gain of debt extinguishment	$	(133	)	$	1,213		$	(422	)	$	(1,346	)	$	1,635
Preferred distribution income		713			350			—			363			350
Interest income		88			—			—			88			—
Gain on stock transfer		—			262			—			(262	)		262
Interest expense		(29,963	)		(22,605	)		(18,058	)		(7,358	)		(4,547	)
Gain (loss) on sale of real estate		5,925			(713	)		3,639			6,638			(4,352	)
Net income	$	40,268		$	20,890		$	17,163		$	19,378		$	3,727

(Cost) gain of debt extinguishment – 2016 versus 2015

The (cost) gain of debt extinguishment represents the difference between the price paid to extinguish the debt compared to the carrying value of the debt, plus any unamortized debt acquisition costs at the time of extinguishment. To the extent that the price paid to extinguish the debt is greater than the carrying value of debt, we would recognize a loss on extinguishment. The loss would be increased by the amount of previously capitalized debt acquisition costs that remain unamortized at the time of extinguishment. To the extent that the price paid to extinguish the debt is less than the carrying value of debt, we would recognize a gain on extinguishment, netted by any unamortized debt acquisition costs. These amounts fluctuate period-over-period based on the variability in the interest rate environment, changes in financial institutions’ credit standards, and our activity in capital markets to manage our leverage position.

Preferred distribution income

In June of 2015, we invested $10 million in convertible preferred interests of Broadstone Real Estate, LLC, our Manager, which provide for a stated preferred return of 7.0% with 0.25% increases each year. We earned $0.35 million in income during the year ended December 31, 2015, which represents six months of the preferred return. We earned $0.71 million in income during the year ended December 31, 2016, which represents six months of the preferred return at a stated rate of 7% for the first half of the year and six months of the preferred return at a stated rate of 7.25% for the second half of the year.

Interest Expense – 2016 versus 2015

Interest expense increased to $30.0 million for the year ended December 31, 2016, from $22.6 million for the year ended December 31, 2015, due primarily to an increase in long-term borrowings used to partially fund the acquisition of properties for our growing real estate investment portfolio. The debt outstanding on our unsecured credit facilities increased from $562.1 million at December 31, 2015, to $759.9 million at December 31, 2016. During these periods, our unsecured credit facilities bore interest at a variable rate based on

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the one- and three-month LIBOR plus a credit spread ranging from 1.65% to 2.5%. At December 31, 2016 and 2015, the one-month LIBOR was 0.62% and 0.24%, respectively, and the three-month LIBOR was 0.93% and 0.42%, respectively. The variability in the LIBOR rates was offset by our interest rate swap positions that effectively fix the interest rates on our long-term debt. The increase in interest expense resulting from the increase in outstanding debt was partially offset by a reduction in our credit spread. The Operating Company’s receipt of an investment grade credit rating in March 2016 lowered the credit spread on two of our three credit facilities to 1.40% and 1.45%, effective April 1, 2016.

Interest Expense – 2015 versus 2014

Interest expense increased to $22.6 million for the year ended December 31, 2015, from $18.1 million for the year ended December 31, 2014, due primarily to an increase in long-term borrowings used to partially fund the acquisition of properties for our growing real estate investment portfolio. The debt outstanding on our unsecured credit facilities increased from $361.5 million at December 31, 2014, to $562.1 million at December 31, 2015. During these periods, our unsecured credit facilities bore interest at a variable rate based on the one- and three-month LIBOR plus a credit spread ranging from 1.65% to 2.5%. At December 31, 2015 and 2014, the one-month LIBOR was 0.24% and 0.15%, respectively, and the three-month LIBOR was 0.42% and 0.23%, respectively. The variability in the LIBOR rates was offset by our interest rate swap positions that effectively fix the interest rate on our long-term debt.

Gain (loss) on sale of real estate

During the year ended December 31, 2016, we recognized a $5.9 million gain on the sale of real estate, compared to a loss of $0.7 million for the year ended December 31, 2015, and a gain of $3.6 million for the year ended December 31, 2014. During 2016, 2015, and 2014 we sold nine properties, six properties, and 22 properties, respectively. Our recognition of a gain or loss on the sale of real estate varies from transaction to transaction based on fluctuations in asset prices and demand in the real estate market.

Net Income and Non-GAAP Measures (FFO, AFFO, and O-AFFO)

Our reported results and net earnings per dilutive share are presented in accordance with GAAP. We also disclose Funds from Operations, or FFO, Adjusted Funds from Operations, or AFFO, and Operating-Adjusted Funds from Operations, or O-AFFO, each of which are non-GAAP measures. We believe the use of FFO and AFFO are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs. We believe O-AFFO is an important measure to disclose for comparable purposes based on our externally-managed structure with our Manager and Asset Manager. FFO, AFFO, and O-AFFO should not be considered alternatives to net income as a performance measure or to cash flows from operations, as reported on our statement of cash flows, as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures.

We compute FFO in accordance with the standards established by the White Paper on FFO approved by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains (losses) from sales of depreciated real estate assets, depreciation and amortization expense from real estate assets, and impairment charges related to previously depreciated real estate assets. To derive AFFO, we modify the NAREIT computation of FFO to include other adjustments to GAAP net income related to certain non-cash revenues and expenses, including straight-line rents, gain (loss) on extinguishments of debt, extraordinary items and other specified non-cash items. We believe that such items are not a result of normal operations and thus we believe excluding such items assists management and investors in distinguishing whether changes in our operations are due to growth or decline of operations at our properties or from other factors. In addition, our leases include rents that increase over the term of the lease to compensate us for anticipated increases in market rentals over time. Our leases do not include significant front-loading or back-loading of payments or significant rent-free periods. Therefore, we

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find it useful to evaluate rent on a contractual basis as it allows for comparison of existing rental rates to market rental rates. Additionally, in deriving O-AFFO we exclude transaction costs associated with acquiring real estate subject to existing leases as well as acquisition expenses paid to our Asset Manager that are based on a percentage of the gross acquisition purchase price; we exclude these costs from O-AFFO because they are upfront expenses that are recognized in conjunction with an acquisition and therefore are not indicative of ongoing operational results of the portfolio. We believe excluding acquisition expenses provides investors with supplemental performance information that provides investors a view of the performance of our portfolio over time. We use AFFO and O-AFFO as measures of our performance when we formulate corporate goals.

FFO is used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers, primarily because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. We believe that AFFO and O-AFFO are additional useful supplemental measures for investors to consider because they will help them to better assess our operating performance without the distortions created by other non-cash revenues or expenses. FFO, AFFO, and O-AFFO may not be comparable to similarly titled measures employed by other REITs, and comparisons of our FFO, AFFO, and O-AFFO with the same or similar measures disclosed by other REITs may not be meaningful.

Neither the SEC, NAREIT nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO, AFFO or O-AFFO. In the future, the SEC, NAREIT or another regulatory body may decide to standardize the allowable adjustments across the REIT industry and in response to such standardization we may have to adjust our calculation and characterization of FFO, AFFO or O-AFFO accordingly.

The following table presents our non-GAAP FFO, AFFO, and O-AFFO for the years ended December 31, 2016, 2015, and 2014 and a reconciliation of FFO, AFFO, and O-AFFO to net income for the same years. Our measures of FFO, AFFO, and O-AFFO are computed on the basis of amounts attributable to both us and noncontrolling interests. As the noncontrolling interests share in our net income on a one-for-one basis, the basic and diluted per-share amounts are the same.

	For the Years Ended December 31,						Increase/ Decrease		Increase/ Decrease
(In thousands, except per share data)	2016		2015		2014		2016 vs. 2015		2015 vs. 2014
Net income	$	40,268	$	20,890	$	17,163	$	19,378	$	3,727
Net earnings per diluted share		2.76		2.15		2.59		0.61		(0.44	)
FFO	$	80,664	$	50,990	$	34,633	$	29,674	$	16,357
FFO per diluted share		5.53		5.24		5.22		0.29		0.02
AFFO	$	66,831	$	41,392	$	29,027	$	25,438	$	12,365
AFFO per diluted share		4.58		4.25		4.37		0.33		(0.12	)
O-AFFO	$	77,229	$	50,757	$	33,423	$	26,472	$	17,333
O-AFFO per diluted share		5.29		5.21		5.04		0.08		0.18
Diluted WASO(1)		14,597		9,736		6,637

⁽¹⁾ Weighted average number of shares of our common stock and membership units in the Operating Company outstanding (“WASO”), computed in accordance with GAAP

Net income

Net income increased by $19.4 million, from $20.9 million for the year ended December 31, 2015, to $40.3 million for the year ended December 31, 2016. Net earnings per diluted share increased by $0.61 during the same period, up to $2.76 per share. The increase in net income and earnings per share is attributable to accretive investments in real estate properties made during 2016, coupled with the annualized revenue streams

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from the real estate investments made in 2015. We added $518.8 million and $550.1 million in real estate investments during the years ended December 31, 2016 and 2015, respectively. The increase in net income was partially offset by a 4.9 million increase in the diluted weighted average number of shares of our common stock outstanding as a result of ongoing equity raises.

Net income increased by $3.7 million, from $17.2 million for the year ended December 31, 2014, to $20.9 million for the year ended December 31, 2015. Net earnings per diluted share decreased by $0.44 during the same period to $2.15 per diluted share. The increase in net income is attributable to investments in real estate properties made during 2015, coupled with the annualized revenue streams from the real estate investments made in 2014. We added $550.1 million and $236.5 million in real estate investments during the years ended December 31, 2015 and 2014, respectively. The $3.7 million increase in net income was more than offset by a 3.1 million increase in the weighted average number of shares of our common stock outstanding as a result of ongoing equity raises. The $0.44 decrease in earnings per diluted share is the result of the timing of investments in real estate in 2015. As the investments in real estate in 2015 were weighted towards the second half of the year, we recognized only a portion of the annualized rental streams in 2015 and recognized the corresponding acquisition expenses in full.

FFO

FFO for the year ended December 31, 2016 was $80.7 million, representing a $29.7 million increase from FFO of $51.0 million for the year ended December 31, 2015. FFO per diluted share increased by $0.29 during the same period to $5.53 per share. The increase in FFO is primarily driven by increased revenue year-over-year as the result of growth in our real estate investment portfolio. We added $518.8 million in real estate investments during the year ended December 31, 2016. Additionally, the increase in FFO per diluted share is driven by accretive investments made in 2016. From 2015 to 2016, we increased total revenues by 45.7% while total operating expenses only increased 42.2%. Excluding depreciation and amortization, consistent with the computation of FFO, total expenses only increased by 25.1%. The growth in FFO per share is also a result of recognizing annualized rental streams on investments made in the prior year. As the investments in real estate in the prior year were made throughout the period with weighting towards the second-half of the year, we recognized a portion of the increase in the prior year with the remainder in 2016.

FFO for the year ended December 31, 2015 was $51.0 million, representing a $16.4 million increase from FFO of $34.6 million for the year ended December 31, 2014. FFO per diluted share increased by $0.02 during the same period to $5.24 per share. The increase in FFO is primarily driven by increased revenue year-over-year as the result of growth in our real estate investment portfolio. We added $550.1 million in real estate investments during the year ended December 31, 2015. The growth in FFO per diluted share is attributable to the recognition of annualized rental streams on investments made in the prior year. As we made our investments throughout the period, we recognized a portion of the increase in the prior year with the remainder in 2015. These increases were partially offset by the timing difference between the recognition of acquisition expenses for investments made during the year and the related annualized rental income streams, as well as a $1.6 million reduction in asset impairments that are added back to net income in arriving at FFO. The acquisitions made during 2015 were weighted towards the end of the year. Accordingly, we recognized the full acquisition expenses on the corresponding investments in 2015 and recognized only a portion of the annualized rental revenue streams.

AFFO

AFFO for the year ended December 31, 2016 was $66.8 million, representing a $25.4 million increase from AFFO of $41.4 million for the year ended December 31, 2015. AFFO per diluted share increased by $0.33 during the same period to $4.58 per diluted share. Adjustments to FFO of $13.8 million in 2016 to arrive at AFFO increased approximately $4.2 million, as compared to adjustments to FFO of $9.6 million in 2015. The increase in adjustments to FFO was primarily comprised of a $5.8 million increase in the deduction for straight-line rent in 2016, driven by the volume of acquisitions in 2016 with periodic lease escalation clauses on long-term leases.

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In 2016, same store rental revenue increased by 2.1%. The increase in the straight-line rent adjustment was partially offset by a $1.3 million fluctuation in the (gain) cost on debt extinguishment. Consistent with FFO growth, the overall increase in AFFO is primarily driven by increased revenue year-over-year as the result of growth in our real estate investment portfolio.

AFFO for the year ended December 31, 2015 was $41.4 million, representing a $12.4 million increase from AFFO of $29.0 million for the year ended December 31, 2014. AFFO per diluted share decreased by $0.12 during the same period to $4.25 per diluted share. The AFFO contraction is primarily attributable to a $2.1 million increase in the adjustment for straight-line rent. Absolute AFFO dollars increased by $12.4 million as a result of increased revenue year-over-year due to growth in our real estate investment portfolio.

O-AFFO

O-AFFO for the year ended December 31, 2016 was $77.2 million, representing a $26.5 million increase from O-AFFO of $50.8 million for the year ended December 31, 2015. O-AFFO per diluted share increased by $0.08 during the same period to $5.29 per diluted share. Adjustments to AFFO of $10.4 million in 2016 to arrive at O-AFFO increased approximately $1.0 million, as compared to adjustments to AFFO of $9.4 million in 2015. The increase in adjustments to AFFO was primarily comprised of a $0.9 million increase in acquisition expenses as a result of the increased complexity of acquisitions closed during 2016. The impact was slightly offset by a 5.7% decrease in acquisition activity from 2015 to 2016. During the year ended December 31, 2016 we acquired $518.8 million in real estate, as compared to $550.1 million for the year ended December 31, 2015.

O-AFFO for the year ended December 31, 2015 was $50.8 million, representing a $17.3 million increase from O-AFFO of $33.4 million for the year ended December 31, 2014. O-AFFO per diluted share increased by $0.18 during the same period to $5.21 per diluted share. Adjustments to AFFO of $9.4 million in 2015 to arrive at O-AFFO increased approximately $5.0 million, as compared to adjustments to AFFO of $4.4 million in 2014. The increase in adjustments to AFFO was primarily comprised of a $5.3 million increase in acquisition expenses. The increase in acquisition expenses year-over-year is a result of increased acquisition activity. During the year ended December 31, 2015, we acquired $550.1 million in real estate, as compared to $236.5 million for the year ended December 31, 2014. The increase was offset by a $0.3 million increase in the deduction for the amortization of lease intangibles.

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Reconciliation of Non-GAAP Measures

The following is a reconciliation of net income to FFO, AFFO, and O-AFFO. Also presented is information regarding distributions paid to common stockholders and noncontrolling interests and the weighted average number of our common stock and noncontrolling membership units of the Operating Company used for the basic and diluted computation per share:

	2016			2015			2014
Net income	$	40,268		$	20,890		$	17,163
Real property depreciation and amortization		46,321			29,387			19,475
(Gain) loss on disposition of property		(5,925	)		713			(3,639	)
Asset impairment		—			—			1,634
FFO	$	80,664		$	50,990		$	34,633
Capital improvements / reserves		(195	)		(196	)		(195	)
Straight line rent adjustment		(13,771	)		(7,928	)		(5,833	)
(Gain) cost on debt extinguishment		133			(1,213	)		422
(Gain) loss on stock transfer		—			(262	)		—
AFFO	$	66,831		$	41,392		$	29,027
Acquisition expenses		10,880			9,947			4,675
Amortization of lease intangibles		(482	)		(582	)		(278	)
Operating AFFO	$	77,229		$	50,757		$	33,423
Diluted WASO(1)		14,597			9,736			6,637
Distributions to common stockholders		69,403			41,852			31,565
Distributions to noncontrolling interests		7,552			3,421			3,010
Total Distributions		76,955			45,272			34,574
Net earnings per share, basic and diluted		2.76			2.15			2.59
FFO per diluted share		5.53			5.24			5.22
AFFO per diluted share		4.58			4.25			4.37
O-AFFO per diluted share		5.29			5.21			5.04

⁽¹⁾ Weighted average number of shares of our common stock and membership units in the Operating Company outstanding (“WASO”), computed in accordance with GAAP

Critical Accounting Policies

The preparation of our consolidated financial statements in conformance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses as well as other disclosures in the financial statements. On an ongoing basis, management evaluates its estimates and assumptions; however, actual results may differ from these estimates and assumptions, which in turn could have a material impact on our financial statements. A summary of our significant accounting policies and procedures are included in Note 2 of our consolidated financial statements included in this Form 10. Management believes the following critical accounting policies, among others, affect its more significant estimates and assumptions used in the preparation of our consolidated financial statements.

Investments in Rental Property

We record investments in rental property accounted for under operating leases at cost. We record investments in rental property accounted for under direct financing leases at their net investment (which at the inception of the lease generally represents the cost of the property).

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We account for acquisitions of rental properties utilizing the acquisition method and, accordingly, we record the estimated fair value of the assets acquired and liabilities assumed. We recognized all costs of acquisition as an expense at the time of acquisition. The results of operations of acquired properties are included in the consolidated statements of income and comprehensive income from the date of acquisition. We allocate the fair value of rental property acquired with in-place leases to tangible assets, consisting of land and land improvements, buildings, and equipment, and identifiable intangible assets and liabilities, including the value of in-place leases and acquired above-market and below-market leases. We use multiple sources to estimate fair value, including information obtained about each property as a result of our pre-acquisition due diligence and our marketing and leasing activities. Factors that impact our fair value determination include real estate market conditions, industry conditions that the tenant operates in, and characteristics of the real estate and/or real estate appraisals. Changes in any of these factors could impact the future purchase prices of our investments and the corresponding capitalization rates recognized. We do not believe the assumptions used to fair value the investments upon acquisition have a significant degree of estimation uncertainty.

We determine the fair value of tangible assets of an acquired property by valuing the property as if it were vacant. Management then allocates the as-if-vacant value to land and land improvements, buildings, and equipment based on the fair value of the assets.

The estimated fair value of acquired in-place leases equals the costs we would have had to incur to lease the properties to the occupancy level of the properties at the date of acquisition. Such costs include the fair value of leasing commissions and other operating costs that would have been incurred to lease the properties, had they been vacant, to their acquired occupancy level. We amortize acquired in-place leases as of the date of acquisition over the remaining initial non-cancellable terms of the respective leases to amortization expense.

We record acquired above-market and below-market lease values based on the present value (using an interest rate that reflects the risks associated with the lease acquired) of the differences between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market value lease rates at the time of acquisition for the corresponding in-place leases. We amortize the capitalized above-market and below-market lease values as adjustments to rental revenue over the remaining term of the respective leases.

Should a tenant terminate its lease, we charge the unamortized portion of the in-place lease value to amortization expense and we charge the unamortized portion of above-market or below-market lease value to rental income.

Management estimates the fair value of assumed mortgages and notes payable based upon indications of then-current market pricing for similar types of debt with similar maturities. We record assumed mortgages and notes payable at their estimated fair value as of the assumption date, and the difference between the estimated fair value and the notes’ outstanding principal balance is amortized to interest expense over the remaining term of the debt.

Long-lived Asset Impairment

We review long-lived assets to be held and used for possible impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. If such events or changes in circumstances are present, an impairment exists to the extent the carrying value of the asset or asset group exceeds the sum of the undiscounted cash flows expected to result from the use of the asset or asset group and its eventual disposition. Such cash flows include factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition, and other factors. An impairment loss is measured as the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group.

Inputs used in establishing fair value for real estate assets generally fall within Level 3 of the fair value hierarchy, which are characterized as requiring significant judgment as little or no current market activity may be

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available for validation. The main indicator used to establish the classification of the inputs is current market condition, as derived through our use of published commercial real estate market information. We determine the valuation of impaired assets using generally accepted valuation techniques including discounted cash flow analysis, income capitalization, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties. Management may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate.

During the year ended December 31, 2014, we recognized an impairment charge on real estate assets of $1.6 million. In determining the fair value of the real estate assets at the time of measurement, we utilized a direct capitalization rate of 18% and a rental growth rate of 2%, both of which are Level 3 inputs. We believe the uncertainty in the future cash flows was reflected in the significant capitalization rate, and the estimates were based on the information available at the time of impairment. On December 30, 2015, we sold the assets for a gain of $0.1 million. The selling price was within a reasonable range of the impaired carrying value, supporting the reasonableness of our impairment estimate. Given the timing difference between the date of impairment and the date of sale, fluctuations in market conditions could have impacted the gain recognized.

We did not recognize impairment charges during the years ended December 31, 2016 and 2015. We classified the impairment charge within earnings from operations in the consolidated statements of income and comprehensive income included in this Form 10, which resulted from non-payment of past due rental amounts and concerns over the tenant’s future viability.

Revenue Recognition

At the inception of a new lease arrangement, including new leases that arise from amendments, management assesses the terms and conditions to determine the proper lease classification. A lease arrangement is classified as an operating lease if none of the following criteria are met: (i) ownership transfers to the lessee prior to or shortly after the end of the lease term, (ii) lessee has a bargain purchase option during or at the end of the lease term, (iii) the lease term is greater than or equal to 75% of the underlying property’s economic life, or (iv) the present value of the future minimum lease payments (excluding executory costs) is greater than or equal to 90% of the fair value of the leased property. If one or more of these criteria are met, and the minimum lease payments are determined to be reasonably predictable and collectible, the lease arrangement is generally accounted for as a direct financing lease. Revenue recognition methods for operating leases and direct financing leases are described below:

• Rental property accounted for under operating leases – Revenue is recognized as rents are earned on a straight-line basis over the non-cancelable terms of the related leases. In most cases, revenue recognition under operating leases begin when the lessee takes possession of, or controls, the physical use of the leased asset. Generally, this occurs on the lease commencement date. For leases that have fixed and measurable rent escalations, the difference between such rental income earned and the cash rent due under the provisions of the lease is recorded as accrued rental income.

• Rental property accounted for under direct financing leases – management utilizes the direct finance method of accounting to record direct finance lease income. For a lease accounted for as a direct finance lease, the net investment in the direct finance lease represents receivables for the sum of future minimum lease payments and the estimated residual value of the leased property, less the unamortized unearned income. Unearned income is deferred and amortized into income over the lease terms so as to produce a constant periodic rate of return on our net investment in the leases.

Derivative Instruments and Hedging

Management uses interest rate swap agreements to manage risks related to interest rate movements and the corresponding impact to interest expense on long-term debt. We report the interest rate swap agreements, designated and qualifying as cash flow hedges, at fair value. We record the gain or loss on the effective portion

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of the hedge initially as a component of other comprehensive income or loss and subsequently reclassify these amounts into earnings when we incur interest on the related debt and as the swap net settlements occur. If and when there is ineffectiveness realized on a swap agreement, management recognizes the ineffectiveness as a component of interest expense in the period incurred. Management documents its risk management strategy and hedge effectiveness at the inception of and during the term of each hedge. Our interest rate risk management strategy is intended to stabilize cash flow requirements by maintaining interest rate swap agreements to convert certain variable-rate debt to a fixed rate.

Impact of Recent Accounting Pronouncements

For information on the impact of recent accounting pronouncements on our business, see note 2 of the notes to the consolidated financial statements included in this Form 10.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to interest rate risk arising from changes in interest rates on the floating rate indebtedness under our unsecured credit facilities and certain mortgages. Borrowings pursuant to our unsecured credit facilities and floating-rate mortgages bear interest at floating rates based on LIBOR plus the applicable margin. Accordingly, fluctuations in market interest rates may increase or decrease our interest expense which will in turn, increase or decrease our net income and cash flow.

We manage a portion of our interest rate risk by entering into interest rate swap agreements. Our interest rate risk management strategy is intended to stabilize cash flow requirements by maintaining interest rate swap agreements to convert certain variable rate debt to a fixed rate. As of December 31, 2016, we had 27 interest rate swap agreements outstanding, with an aggregate notional amount of $736.3 million. Under these agreements, we receive monthly payments from the counterparties equal to the related variable interest rates multiplied by the outstanding notional amounts. In turn, we pay the counterparties each month an amount equal to a fixed interest rate multiplied by the related outstanding notional amounts. The intended net impact of these transactions is that we pay a fixed interest rate on our variable rate borrowings. The interest rate swaps have been designated by us as effective cash flow hedges for accounting purposes and are reported at fair value. We assess, both at inception and on an ongoing basis, the effectiveness of our qualifying cash flow hedges. We have not entered, and do not intend to enter, into derivative or interest rate transactions for speculative purposes.

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The table below summarizes the terms of the current swap agreements relating to our unsecured credit facilities. Several of the interest rate swaps agreements set forth in the table below were entered into in conjunction with previous secured and unsecured borrowings that were retired and the swaps have since been reapplied in support of the current unsecured credit facilities.

Counterparty	Maturity Date		Fixed Rate			Variable Rate Index		Notional Amount		Fair Value
Bank of America, N.A.		November 2023		2.80	%		1 month LIBOR	$	25,000,000	$	(1,337,976	)
Bank of Montreal		July 2024		1.16	%		1 month LIBOR		40,000,000		2,484,682
Bank of Montreal		January 2025		1.91	%		1 month LIBOR		25,000,000		299,131
Bank of Montreal		July 2025		2.32	%		1 month LIBOR		25,000,000		(433,423	)
Bank of Montreal		January 2026		1.92	%		1 month LIBOR		25,000,000		436,857
Bank of Montreal		January 2026		2.05	%		1 month LIBOR		40,000,000		274,919
Bank of Montreal		December 2026		2.33	%		1 month LIBOR		10,000,000		(132,444	)
Capital One, N.A.		December 2021		1.05	%		1 month LIBOR		15,000,000		552,411
Capital One, N.A.		December 2024		1.58	%		1 month LIBOR		15,000,000		564,462
Capital One, N.A.		January 2026		2.08	%		1 month LIBOR		35,000,000		216,037
Capital One, N.A.		July 2026		1.32	%		1 month LIBOR		35,000,000		2,667,268
Manufacturers & Traders Trust Co.		September 2017		1.09	%		1 month LIBOR		25,000,000		(37,214	)
Manufacturers & Traders Trust Co.		April 2020		4.91	%		1 month LIBOR		21,335,172		(2,265,492	)
Manufacturers & Traders Trust Co.		September 2022		2.83	%		1 month LIBOR		25,000,000		(992,938	)
Manufacturers & Traders Trust Co.		November 2023		2.65	%		1 month LIBOR		25,000,000		(1,101,803	)
Regions Bank		March 2017		0.70	%		1 month LIBOR		50,000,000		6,379
Regions Bank		March 2018		1.77	%		1 month LIBOR		25,000,000		(178,786	)
Regions Bank		March 2019		1.91	%		3 month LIBOR		25,000,000		(239,105	)
Regions Bank		May 2020		2.12	%		1 month LIBOR		50,000,000		(939,660	)
Regions Bank		March 2022		2.43	%		3 month LIBOR		25,000,000		(594,230	)
Regions Bank		December 2023		1.18	%		1 month LIBOR		25,000,000		1,392,186
SunTrust Bank		April 2024		1.99	%		1 month LIBOR		25,000,000		46,689
SunTrust Bank		April 2025		2.20	%		1 month LIBOR		25,000,000		(219,175	)
SunTrust Bank		July 2025		1.99	%		1 month LIBOR		25,000,000		227,838
SunTrust Bank		January 2026		1.93	%		1 month LIBOR		25,000,000		429,365
Wells Fargo Bank, N.A.		February 2021		2.39	%		1 month LIBOR		35,000,000		(1,012,824	)
Wells Fargo Bank, N.A.		October 2024		2.72	%		1 month LIBOR		15,000,000		(731,567	)

With the exception of our interest rate swap transactions, we have not engaged in transactions in derivative financial instruments or derivative commodity instruments.

As of December 31, 2016, our financial instruments were not exposed to significant market risk due to foreign currency exchange risk.

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Item 3. Properties.

Please refer to Item 1. “Business” of this Form 10 for information concerning our properties.

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Item 4. Security Ownership of Certain Beneficial Owners and Management.

The following table shows, as of March 31, 2017, the amount of our common stock beneficially owned (unless otherwise indicated) by: (1) any person who is known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock; (2) each of our directors and nominees for election as a director; (3) each of our executive officers; and (4) all of our directors and executive officers in the aggregate. The address for each of the persons or entities named in the following table is 800 Clinton Square, Rochester, New York, 14604.

	Common Stock Beneficially Owned(1)
Name of Beneficial Owner	Number of Shares of Common Stock		Percentage of Class
Broadstone Real Estate, LLC(2)		625,000.000		3.83	%
Amy L. Tait(3)		240,411.620		1.47	%
Christopher J. Czarnecki(4)		2,132.557		*
Sean T. Cutt(5)		1,257.636		*
Ryan M. Albano		751.000		*
David E. Kasprzak		1,080.762		*
John D. Moragne		73.940		*
Timothy J. Holland		108.000		*
Kevin F. Barry		956.000		*
Christopher J. Brodhead		1,338.717		*
Stephen S. Haupt(6)		1,369.570		*
Geoffrey H. Rosenberger		19,124.723		*
Shekar Narasimhan(7)		11,345.120		*
James H. Watters		14,026.067		*
David M. Jacobstein(8)		3,942.950		*
Laurie A. Hawkes(9)		3,918.803		*
Thomas P. Lydon, Jr.(10)		1,939.700		*
Agha S. Khan		3,378.378		*
All directors and executive officers as a group (17 persons)		307,155.536		1.88	%

* Less than 1% of the outstanding shares of our common stock.

⁽¹⁾  Beneficial ownership is determined in accordance with the rules of the SEC. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote, or to direct the voting of, such security, or “investment power,” which includes the right to dispose of or to direct the disposition of such security. A person also is deemed to be a beneficial owner of any securities which that person has a right to acquire within 60 days. Except as otherwise indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

⁽²⁾  Broadstone Real Estate, LLC, our Manager, is controlled by a four-person board of managers that currently consists of Amy L. Tait, Christopher J. Czarnecki, Agha S. Khan, and another representative of Trident BRE. The shares of our common stock owned by Broadstone Real Estate, LLC are not included in the table above as shares of common stock beneficially owned by Ms. Tait, Mr. Czarnecki, or Mr. Khan, respectively, and each of Ms. Tait, Mr. Czarnecki, and Mr. Khan disclaim any beneficial ownership of such shares.

⁽³⁾  Includes 4,908 shares owned by Ms. Tait’s spouse, with respect to which Ms. Tait disclaims any beneficial ownership; 44,425 shares owned by a limited liability company, of which Ms. Tait and her spouse have shared voting and investment power; and 180,918.615 shares owned by a family limited liability company, of which Ms. Tait has shared voting and investment power, and with respect to which Ms. Tait disclaims any beneficial ownership.

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⁽⁴⁾  The reported shares are owned jointly with Mr. Czarnecki’s spouse, with respect to which Mr. Czarnecki shares voting and investment power.

⁽⁵⁾  The reported shares are owned jointly with Mr. Cutt’s spouse, with respect to which Mr. Cutt shares voting and investment power.

⁽⁶⁾  Includes 1,070.573 shares owned of record by an IRA for the account of Mr. Haupt.

⁽⁷⁾  The reported shares are owned by Beekman Advisors, Inc., of which Mr. Narasimhan is the Managing Partner, and with respect to which Mr. Narasimhan disclaims any beneficial ownership.

⁽⁸⁾  Includes 3,258.892 shares owned of record by a trust account in the account of Mr. Jacobstein.

⁽⁹⁾  The reported shares are owned by a trust of which Ms. Hawkes is the trustee and with respect to which Ms. Hawkes has sole voting and investment power.

⁽¹⁰⁾  Includes 1,403.490 shares owned of record by an IRA for the account of Mr. Lydon.

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Item 5. Directors and Executive Officers.

Directors and Executive Officers

Our current directors, director candidates and executive officers and their respective ages and positions are listed below:

Name	Age		Position
Amy L. Tait		58	Executive Chairman of the Board and Chief Investment Officer
Christopher J. Czarnecki		36	Chief Executive Officer and nominee for election as director
Sean T. Cutt		42	President and Chief Operating Officer
Ryan M. Albano		35	Executive Vice President and Chief Financial Officer
David E. Kasprzak		49	Executive Vice President and Chief Business Development Officer
John D. Moragne		34	Executive Vice President, Chief Compliance Officer, General Counsel and Secretary
Timothy J. Holland		49	Executive Vice President and Chief Administrative Officer
Kevin F. Barry		60	Chief Accounting Officer and Treasurer
Christopher J. Brodhead		35	Senior Vice President – Investor Relations
Stephen S. Haupt		60	Senior Vice President – Portfolio Management
Geoffrey H. Rosenberger		63	Lead Independent Director
Shekar Narasimhan		63	Independent Director
James H. Watters		63	Independent Director
David M. Jacobstein		70	Independent Director
Laurie A. Hawkes		61	Independent Director
Thomas P. Lydon, Jr.		68	Independent Director
Agha S. Khan		38	Director

Set forth below is certain biographical information regarding each of our directors and executive officers.

Amy L. Tait, our Executive Chairman of the board of directors and Chief Investment Officer, is one of our founders, has served on our board since its inception as an appointee of our Asset Manager, and also serves as the Executive Chairman of the Board and Chief Investment Officer of the Manager. Ms. Tait brings more than three decades of commercial real estate experience to her position. She started her real estate career with Chemical Bank in management training and commercial real estate lending before joining Home Leasing Corporation, the predecessor to Home Properties, Inc. (formerly a publicly traded company on the NYSE as “HME”). She then served as Executive Vice President of Home Properties from its IPO in 1994 to 2001, and as a Director and Chair of the company’s Real Estate Investment Committee until 2012. Ms. Tait’s responsibilities have included acquisitions, finance, capital markets, investor relations, legal, human resources, and strategic planning. Ms. Tait serves on the board of directors of Broadtree Residential, Inc., the board of managers of Broadstone Real Estate, LLC, the Board of Governors of the National Association of Real Estate Investment Trusts^® (NAREIT), on the Simon School Executive Advisory Committee and National Council, and has served numerous other community organizations. From 2009 to 2012, Ms. Tait served on the board of directors of IEC Electronics Corp. (NYSE MKT: IEC). Ms. Tait has been recognized in Rochester, New York, with the D’Tocqueville Award, the Athena Award, and Business Hall of Fame induction. She holds a B.S. degree in Civil Engineering from Princeton University and an M.B.A. from the Simon Graduate School of Business at the University of Rochester.

Christopher J. Czarnecki serves as our Chief Executive Officer, is a nominee for election to our board of directors, and is the Chief Executive Officer of the Manager. Mr. Czarnecki joined us in 2009 and became CEO in 2017. In this role, he is responsible for leading the overall organization. In previous roles with us, Mr. Czarnecki served as our President and Chief Financial Officer. In these roles he oversaw various functions, including capital markets activities, accounting, property management, and operations. His responsibilities included raising new debt and equity capital for investment, managing investor relations, conducting industry research, board and investor communications, and portfolio analytics. Prior to joining the Manager,

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Mr. Czarnecki was a commercial real estate lender and credit analyst for Branch Banking & Trust Co. (“BB&T”). Based in Baltimore, MD, he was responsible for the underwriting of new commercial construction projects, portfolio management, and credit analysis. Mr. Czarnecki is a member of PREA and NAREIT and is a graduate of BB&T’s Leadership Development Program. He is also a member of M&T Bank’s Rochester Regional Advisory Board and a guest lecturer in real estate courses at the Simon Graduate School of Business at the University of Rochester. Mr. Czarnecki serves on the board of directors of Broadtree Residential, Inc. and the board of managers of Broadstone Real Estate, LLC. Mr. Czarnecki holds a B.A. in Economics from the University of Rochester, a Diploma in Management Studies from the Judge Business School at the University of Cambridge, and an M.B.A. in Finance and Corporate Accounting from the Simon Graduate School of Business at the University of Rochester.

Sean T. Cutt serves as our President and Chief Operating Officer and holds the same positions with the Manager’s Commercial Division. Mr. Cutt joined the Manager in early 2012 to assist in growing and managing our commercial real estate portfolio. His primary responsibilities include managing the acquisitions, dispositions, portfolio management, and credit analysis divisions. In previous roles, Mr. Cutt served as Senior Vice President of Acquisitions and Portfolio Management. Prior to joining the Manager, Mr. Cutt was an Assistant Vice President of Development for Macerich (NYSE: MAC) from 2006 to 2012. Mr. Cutt was responsible for managing large scale retail shopping centers and mixed-use development projects across the country. Before joining Macerich, he worked at SWBR Architects & Engineers as a Project Manager for a wide variety of commercial property types. Mr. Cutt holds an A.A.S in Architecture from Alfred State College along with a B.S. in Organizational Management from Roberts Wesleyan College and an M.B.A. from the Simon Graduate School of Business at the University of Rochester.

Ryan M. Albano serves as our Executive Vice President and Chief Financial Officer and holds the same positions with the Manager. Mr. Albano joined us in 2013 and is responsible for strategic and financial planning, monitoring key performance metrics, financial reporting, accounting, corporate development, and capital market activities for our company and the Manager. Prior to joining the Manager, Mr. Albano worked for Manning & Napier, Inc. (NYSE: MN) from 2011 to 2013. During this time, Mr. Albano served in various finance roles, initially assisting in the successful execution of the company’s IPO in 2011 and subsequently serving as Assistant CFO of the company’s mutual fund division. Before Manning & Napier, Mr. Albano worked for KPMG LLP in various roles serving both public and private companies from 2004 to 2011. A certified public accountant, he holds an M.B.A in finance and competitive strategy from the Simon Graduate School of Business at the University of Rochester and a B.S. in accounting from St. John Fisher College.

David E. Kasprzak serves as our Executive Vice President and Chief Business Development Officer and holds the same positions with the Manager. Mr. Kasprzak manages our and the Manager’s investor relations and marketing teams and is responsible for directing and coordinating all facets of shareholder relations, marketing, sales, and promotion for our company and the Manager. Prior to joining the Manager in 2012, Mr. Kasprzak worked for Tompkins Financial Advisors, or “Tompkins,” a New York-based wealth management firm, from 2010 to 2012, where he initially specialized in corporate retirement plans in his role as Vice President, Retirement Plan Sales. Mr. Kasprzak also served as Vice President, Market Director of Tompkins, in which role he was responsible for the daily operation of a bank-owned broker-dealer supporting a diverse group of more than 150 bank and independent financial advisors and their businesses. Before joining Tompkins, he was a Regional Director for Goldman Sachs Asset Management from 2005 to 2008. Mr. Kasprzak holds a B.S. in Agricultural Economics and Crop & Soil Science from Michigan State University.

John D. Moragne serves as our Executive Vice President, General Counsel, Chief Compliance Officer, and Secretary and holds the same positions with the Manager. Mr. Moragne is responsible for overseeing the legal, compliance, and corporate governance affairs of our company and the Manager. Prior to joining the Manager in 2016, Mr. Moragne was a partner at the law firm now known as Vaisey Nicholson & Nearpass PLLC from April 2015 to February 2016 and was a corporate and securities attorney at Nixon Peabody LLP from September 2007 through March 2015. Mr. Moragne holds a B.A. from SUNY Geneseo and a J.D. from The George Washington University Law School.

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Timothy J. Holland serves as our Executive Vice President and Chief Administrative Officer and holds the same positions with the Manager. Mr. Holland is responsible for leading and managing all administrative, human resource, and information technology functions and activities for our company and the Manager. Mr. Holland has extensive experience in business management and operations and has held officer-level positions in growth companies as well as management roles at large corporate organizations. Prior to joining the Manager in 2014, Mr. Holland was a senior business manager for Cap Gemini S.A., or “Capgemini,” a leading global IT management consulting firm, from 2012 to 2014. At Capgemini, he led national and global programs and was the North American practice lead for an alliance with a leading cloud-based financial software company. From 2009 to 2012, Mr. Holland served as President of Nightbike Development, LLC. A seasoned entrepreneur, in 1997, Mr. Holland co-founded D4 LLC, a litigation consulting and technology support firm headquartered in Rochester, New York, where he served as Chief Operating Officer from 1997-2009. Additionally, he has co-founded and led companies in retail franchise development and real estate. Mr. Holland holds a B.A. in Economics from Villanova University and an M.B.A. in Marketing and Computer Information Systems from the Simon Graduate School of Business at the University of Rochester.

Kevin F. Barry serves as our Chief Accounting Officer and Treasurer and holds the same positions with the Manager. Mr. Barry was responsible for the operational and financial transitioning of the Commercial Property Management Division of Home Properties, Inc. to Home Leasing Corporation in 2004 and subsequently to the Manager in 2006. Prior to joining Home Leasing Corporation in 2003, he was the Director of Finance at Continental Service Group, Inc., a debt collection services company, from 2001 to 2003 and as Vice President of H&C Tool Supply Corporation, an industrial tool supplier, from 1986 to 2001. Mr. Barry holds a B.A. degree from Colgate University and an M.B.A. from the Simon Graduate School of Business at the University of Rochester.

Christopher J. Brodhead serves as our Senior Vice President – Investor Relations and holds the same position with the Manager. Mr. Brodhead is responsible for the development of strategic relationships to benefit the Manager and its investment offerings, the establishment of relationships with new investors, wealth managers and registered investment advisors, investor base support, and involvement in special projects. Mr. Brodhead also directs the Manager’s marketing strategies and programs, which include all investor communications. Prior to joining the Manager in 2013, Mr. Brodhead worked at DeltaPoint Capital Management, LLC, a Rochester-based private equity firm, or “DeltaPoint,” as Vice President of Business Development, and later as an Operating Director, from 2008 to 2013. In that capacity, Mr. Broadhead worked at Sigma Marketing, a DeltaPoint portfolio company, as Senior Vice President of Sales and Marketing from 2011 to 2013. Mr. Brodhead was honored in 2012 as one of the Rochester Business Journal’s “Forty Under 40” for his professional and civic contributions. Mr. Brodhead holds a B.A. and an M.B.A. from St. Bonaventure University and also studied at the Beijing Institute of Technology in Beijing, China.

Stephen S. Haupt serves as our Senior Vice President – Portfolio Management and holds the same position with the Manager’s Commercial Division, where he leads the portfolio management team, which oversees all of our properties, the portfolio valuation process, tenant growth initiatives, and all tenant interaction. Prior to joining the Manager in 2013, Mr. Haupt served as a Director of Corporate Real Estate for Bausch & Lomb from 2008 to 2013, where he was responsible for managing all of the company’s sites on a global basis. From 2000 to 2008, Mr. Haupt served as Manager, Real Estate for Paychex, Inc. Mr. Haupt holds a Certified Property Manager designation from the Institute of Real Estate Management and a B.S. in Business Administration with a specialty in real estate from SUNY Brockport.

Geoffrey H. Rosenberger serves as our Lead Independent Director, chairman of the Independent Directors Committee, and chairman of the Audit Committee and has served on our board of directors since its inception. He began his professional investment career in 1976 when he joined Manning & Napier Advisors, Inc. as a security analyst covering a broad range of businesses and industries. In 1984 Mr. Rosenberger co-founded Clover Capital Management, Inc., or “Clover Capital,” a Rochester, New York, based investment management firm with over $2 billion of client assets under management. In 2004, Mr. Rosenberger retired from Clover Capital (n/k/a Federated Clover) and has since focused his time both on the not-for-profit sector as well as being actively

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involved as an “angel” investor funding new business formations. Mr. Rosenberger serves as a member of the board of directors of Manning & Napier, Inc. (NYSE: MN), the Greater Rochester Health Foundation, Vnomics Corp., Simpore, Inc., True North Rochester Preparatory Charter School, and Holy Sepulchre Cemetery. Mr. Rosenberger has also served as a past chair of the Greater Rochester Chapter of the American Red Cross and previously served on the boards of Broadtree Residential, Inc., the Junior Achievement of Rochester, McQuaid Jesuit High School, and St. Bernard’s Institute. Mr. Rosenberger is a Chartered Financial Analyst. He holds a B.S. in Economics and an M.B.A. from the University of Kentucky.

Shekar Narasimhan serves as one of our Independent Directors and a member of the Nominating and Corporate Governance Committee and has served on our board of directors since its inception. Mr. Narasimhan is currently the Managing Partner at Beekman Advisors, Inc., which provides strategic advisory services to companies and investors involved in real estate, mortgage finance, affordable housing and related sectors, where he has worked since 2003. He also serves as chairman of Papillon Capital, LLC, an investment company focused on sustainable infrastructure investing, and is co-founder of the Emergent Institute in Bangalore, India. Prior to joining Beekman Advisors, Mr. Narasimhan was a Managing Director of Prudential Mortgage Capital Company, or “Prudential,” one of the nation’s leading providers of commercial mortgage financing. Prior to his time at Prudential, he was Chairman and Chief Executive Officer of the WMF Group Ltd. (formerly NASDAQ: WMFG), or “WMF,” a publicly traded, commercial mortgage financial services company. WMF was one of the largest such firms in the country before being acquired by Prudential in 2000. Mr. Narasimhan currently serves on the board of directors of Broadtree Residential, Inc. and Enterprise Community Investment, Inc. Mr. Narasimhan is a member of the Board for Housing and Community Development for the State of Virginia and a Senior Industry Fellow at the Joint Center for Housing Studies at Harvard University. Mr. Narasimhan has served several terms on the Mortgage Bankers Association of America, or “MBA,” Board of Directors, was the first chair of the MBA’s Commercial/Multifamily Board of Governors and founded its Multifamily Steering Committee. He was elected as the first chair of the Fannie Mae DUS Advisory Committee. Mr. Narasimhan has previously served on the boards of the Low Income Investment Fund, the Community Preservation and Development Corporation, the National Housing Conference, and the National Multi Housing Council. He is a sought-after speaker on housing finance and affordable housing and is considered a leading expert on rental housing issues in the United States. Mr. Narasimhan also previously served as a member of the President’s Advisory Commission on Asian Americans and Pacific Islanders. Mr. Narasimhan has received numerous awards and recognitions in the real estate industry, including the MBA’s highest honor in 1999 and the Fannie Mae Lifetime Achievement Award in 2003. In 2010, he was the recipient of the Dean H.J. Zoffer Distinguished Service Medal from the University of Pittsburgh. He has earned the designation of Certified Mortgage Banker. Mr. Narasimhan holds a B.S. in Chemical Engineering from the Indian Institute of Technology, New Delhi, India and an M.B.A. from the Katz Graduate School of Business at the University of Pittsburgh.

James H. Watters serves as one of our Independent Directors, as chairman of the Nominating and Corporate Governance Committee, and as a member of the Audit Committee, and has served on our board of directors since its inception. Since 1997, Mr. Watters has served as Senior Vice President and Treasurer, Finance and Administration of Rochester Institute of Technology, or “RIT,” where he is responsible for the direct investment of $200 million of working capital, the administration of the investment process for $740 million of endowment assets, which includes overseeing approval for ten real estate funds, and the management and issuance of $300 million of public debt. Mr. Watters serves in the senior leadership role to over 750 full-time staff charged with responsibility for the financial, physical, human capital, and information assets of RIT. Mr. Watters is also vice chairman of RIT’s global subsidiary where he negotiates business models and real estate transactions for RIT’s global campuses. He has instructed various graduate business courses during his tenure in the RIT College of Applied Sciences and the E. Philip Saunders College of Business. He serves on various profit and not-for-profit boards throughout Rochester, New York, including Broadtree Residential, Inc. Prior to joining RIT, Mr. Watters spent 16 years with the University of Pittsburgh in positions such as Assistant Vice Chancellor for Finance and Business and Assistant Vice Chancellor for Real Estate and Management. Mr. Watters began his career in higher education administration assisting in the management of offshore insurance captives for the University of Pittsburgh. Mr. Watters holds a B.S., M.S., and Ph.D. from the University of Pittsburgh.

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David M. Jacobstein serves as one of our Independent Directors and as a member of the Audit Committee and the Nominating and Corporate Governance Committee and has served on our board of directors since May 2013. Mr. Jacobstein has more than 30 years of real estate experience and since July 2009 has provided consulting services to real estate related businesses. Mr. Jacobstein was the senior advisor to the real estate industry group at Deloitte LLP, or “Deloitte,” from June 2007 to June 2009, where he advised Deloitte’s real estate practitioners on strategy, maintained and developed key client relationships, and shaped thought leadership that addressed key industry and market trends. From 1999 to 2007, he was President and Chief Operating Officer of Developers Diversified Realty Corporation, now known as DDR Corp. (NYSE: DDR), or “DDR,” a leading owner, developer, and manager of market-dominant community shopping centers. Mr. Jacobstein also served on DDR’s board of directors from 2000 to 2004. Prior to joining DDR, he served as Vice Chairman and Chief Operating Officer of Wilmorite, Inc., a Rochester, New York, based developer of regional shopping malls. Since August 2009, Mr. Jacobstein has served on the board of trustees of Corporate Office Properties Trust (NYSE: OFC), a publicly-traded owner, developer, and manager of office and data center properties primarily in locations that support United States Government agencies and their contractors. Mr. Jacobstein also serves on the advisory board of The Pike Company, a general contractor and construction management company based in Rochester, New York. He previously served on the advisory board of the Marcus & Millichap Company, a diversified real estate holding company based in Palo Alto, California, and on the advisory board of White Oak Partners, Inc., a private equity firm concentrating in real estate investment based in Columbus, Ohio. Mr. Jacobstein began his career as a corporate and securities lawyer. He is a member of the National Association of Corporate Directors and the International Council of Shopping Centers. Mr. Jacobstein holds a B.A. from Colgate University and a J.D. from The George Washington University Law Center.

Laurie A. Hawkes serves as one of our Independent Directors and as member of the Nominating and Corporate Governance Committee and has served on our board of directors since May 2016. Ms. Hawkes co-founded and served as the President and Chief Operating Officer and as a member of the board of directors of American Residential Properties, Inc., or “ARP,” until February 2016 when ARP merged with American Homes 4 Rent. Ms. Hawkes held the positions of President and Director since ARP’s formation from May 2012 to February 2016 and the position of Chief Operating Officer from March 2013 to February 2016. Ms. Hawkes co-founded American Residential Properties, LLC, ARP Phoenix Fund I, and American Residential Management, Inc. From 1995 to 2007, Ms. Hawkes worked at U.S. Realty Advisors, a $3 billion real estate private equity firm, becoming a Partner in 1997 and serving as President of the firm from 2003 to 2007. In the fifteen years prior to joining U.S. Realty Advisors, Ms. Hawkes was a Wall Street investment banker specializing in real estate and mortgage finance. From 1993 to 1995, Ms. Hawkes was a Managing Director in the Real Estate Investment Banking Division at CS First Boston Corp., and, from 1979 to 1993, was a Director in the Real Estate Investment and Mortgage Banking Departments at Salomon Brothers Inc. Throughout her career, she structured and negotiated more than $18 billion in real estate acquisitions and securitized mortgage debt transactions for all property types utilizing many types of financing, including private equity, capital markets, financial institutions, and institutional investors. Ms. Hawkes is a former principal of the National Association of Securities Dealers, former member of the Urban Land Institute, and trustee Emerita for Bowdoin College where she served on the governing boards for 22 years. Ms. Hawkes also serves on the board of directors of Broadtree Residential, Inc. and eXp World Holdings, Inc. She holds a B.A. from Bowdoin College and an M.B.A. from Cornell University.

Thomas P. Lydon, Jr. serves as one of our Independent Directors and as a member of our Audit Committee and has served on our board of directors since May 2016. Since 2003, Mr. Lydon has been President of The City Investment Fund, L.P., a real estate opportunity fund that purchased and sold real estate in New York City. Since 2015, Mr. Lydon has served as an advisory board director of Madison Marquette Real Estate Services, a private real estate investment management and operating company. Prior to joining Madison Marquette Real Estate Services, he served as President and Chief Executive Officer of SSR Realty Advisors Inc., a private real estate investment advisory firm. He is a director of Lowe Enterprises Investors, where he serves as a member of the audit and compensation committees, and is a director of Broadtree Residential, Inc., where he serves as a member of the audit committee. From 2011 through its acquisition by an affiliate of Lone Star Funds in 2015, Mr. Lydon served as a director of Home Properties, Inc., where he was a member of the compensation and real

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estate investment committees. He was a member of the National Association of Real Estate Investment Managers from 1998 to 2004 and served as its chair from 2000 to 2002. Mr. Lydon holds a B.B.A. in Real Estate from Syracuse University.

Agha S. Khan serves as one of our directors (as nominee of the Asset Manager) and has served on our board since June 2015. Mr. Khan also currently serves on the Manager’s board of managers. Mr. Khan is a Senior Principal of Stone Point Capital LLC (“Stone Point”), a financial services-focused private equity firm that has raised and managed seven private equity funds – the Trident funds – with aggregate committed capital of more than $18 billion. Stone Point is the managing member of Trident BRE. Mr. Khan joined Stone Point in 2002. Previously, Mr. Khan was an Analyst in the Financial Institutions Group at Salomon Smith Barney. Mr. Khan is a director of Access Point Financial, Inc., The ARC Group, LLC, Broadstone Real Estate, LLC, Broadtree Residential, Inc., Formation Capital, LLC, FC Encore, LP, Henderson Park Holdings Ltd., Harbor Group Consulting Inc., Home Point Capital Inc., Kensington Vanguard National Land Services, LLC, Lancaster Pollard Holdings, LLC, the New Point entities, Omni Holding Company LLC, Prima Capital Advisors, LLC, Situs Group Holdings GP, LLC and Ten-X, LLC. Mr. Khan holds a B.A. from Cornell University.

Our Board of Directors

We operate under the direction of our board of directors. Our board of directors is responsible for the management and control of our affairs. Our board of directors has retained the Asset Manager to manage our day-to-day affairs and to implement our investment strategy, and the Manager to provide certain property management services for our properties, subject to our board of directors’ direction, oversight, and approval.

Our board of directors is currently comprised of eight directors, six of whom are independent directors, as defined by our Articles of Incorporation (“Independent Directors”). Our Articles of Incorporation and bylaws provide that the number of our directors may be established by a majority of our board of directors from time to time, provided that the number of directors constituting the board may never be less than the minimum number required by the MGCL or more than twelve. Our board of directors has nominated Christopher J. Czarnecki, our Chief Executive Officer, for election to our board of directors at our next annual meeting, which will be held in May 2017. In the event that Mr. Czarnecki is elected to our board, our existing board will vote to increase the size of our board of directors from eight to nine members and Mr. Czarnecki will fill the resulting vacancy.

Our Articles of Incorporation require that a majority of our directors be Independent Directors. To qualify as an Independent Director under our Articles of Incorporation, a director may not:

• be employed by us or any of our affiliates;

• be employed by the entities (or their affiliates) that are responsible for directing or performing our day-to-day business;

• have any interest in the Manager or the Asset Manager; or

• have been determined by our Independent Directors Committee to have such business or professional relationships with any entity (and its affiliates), that is responsible for directing or performing our day-to-day business, such that independent judgment is not likely to be compromised.

Each of our directors is elected by our stockholders and serves for a term of one year and until his or her successor is duly elected and qualifies; provided, however, that pursuant to the subscription agreement executed by each of our stockholders, our stockholders have granted an irrevocable proxy to our Chief Financial Officer or Assistant Secretary to elect two individuals nominated by the Asset Manager for election to our board of directors. Currently, the two directors nominated by the Asset Manager are Ms. Tait and Mr. Khan.

A director may resign at any time. A vacancy created by an increase in the number of directors, the removal of a director or the death, resignation, adjudicated incompetence or other incapacity of a director may be filled

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only by a vote of a majority of the remaining directors. Any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred. Notwithstanding the foregoing, the Independent Directors will nominate replacements for vacancies among the Independent Directors’ positions.

Committees of Our Board of Directors

Our board of directors may establish committees it deems appropriate to address specific areas in more depth than may be possible at a full meeting of our board of directors. Our board of directors has established an Independent Directors Committee, an Audit Committee (as defined below) and a Nominating and Governance Committee (as defined below). Our board of directors has not formed a compensation committee as we have no employees.

Independent Directors Committee

Our board of directors has established an Independent Directors Committee. The Independent Directors Committee will meet on a regular basis, at least quarterly and more frequently as the chair of the Independent Directors Committee deems necessary. The Independent Directors Committee must at all times be comprised of at least two members, and each member of the Independent Directors Committee must be an Independent Director. The Independent Directors Committee is currently comprised of six directors, Messrs. Rosenberger, Narasimhan, Watters, Jacobstein, and Lydon and Ms. Hawkes, with Mr. Rosenberger serving as the chairman of the Independent Directors Committee and as our lead Independent Director. Each member of the Independent Directors Committee is appointed by our board of directors and may be removed at any time by our board of directors.

The Independent Directors Committee reviews our relationship with, and the performance of, the Manager and the Asset Manager, and generally approves the terms of any transactions between our company and our affiliates. The Independent Directors Committee’s duties include, without limitation:

• establishing our Determined Share Value quarterly based on the net asset value of our portfolio and such other factors as the Independent Direct Committee may, in its sole discretion, determine (as discussed in Item 1. “Business” of this Form 10);

• determining any additional restrictions on our share redemption program and the amount of shares to be redeemed on a quarterly basis;

• annually reviewing and approving, permitting deviations from and amending our Investment Policy, Property Selection Criteria and Leverage Policies;

• approving any acquisition or sale of any property or group of related properties which the Asset Manager lacks authority to consummate without the consent of the Independent Directors Committee;

• approving the Manager’s or Asset Manager’s independent pursuit of a real estate investment opportunity, for its own account or for the account of one of its affiliates, that falls within our then current Investment Policy and Property Selection Criteria;

• reviewing all conflicts of interest that may arise in connection with our Manager, Asset Manager or any of their affiliates;

• approving any amendments to our distribution reinvestment plan;

• waiving the one-year holding period restricting a stockholder’s redemption of his or her shares in the event of a stockholder’s death or bankruptcy, or other exigent circumstances;

• establishing and approving the terms of the Asset Management Agreement and Property Management Agreement, and any amendments thereto; and

• reviewing our total fees, expenses, assets, revenues, and availability of funds for distributions at least annually or with sufficient frequency to determine that the expenses incurred are reasonable in light of

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our investment performance and that the assets, revenues, and funds available for distributions are in accordance with our policies and as required to qualify as a REIT under the Internal Revenue Code.

The Independent Directors Committee may additionally exercise any other powers and carry out any other responsibilities delegated to it by our board of directors from time to time, consistent with our Articles of Incorporation and bylaws. The Independent Directors Committee carries out and exercises its delegated powers and responsibilities as it deems appropriate and without the requirement of approval of our board of directors, and any decisions of the Independent Directors Committee are made at the sole discretion of the Independent Directors Committee, except as otherwise required by applicable law or our Articles of Incorporation or bylaws. The Independent Directors Committee operates pursuant to a written charter.

Audit Committee

Our board of directors has established an audit committee (“Audit Committee”). The Audit Committee meets on a regular basis, at least quarterly and more frequently as the chair of the Audit Committee deems necessary. The Audit Committee must at all times be comprised of at least two members, and each member of the Audit Committee must be an Independent Director. The Audit Committee is currently comprised of four directors, Messrs. Rosenberger, Watters, Jacobstein, and Lydon, each of whom is an Independent Director. Mr. Rosenberger serves as the chairman of the Audit Committee. The purpose of the Audit Committee is to assist our board of directors in fulfilling its duties and responsibilities regarding, in addition to other related matters:

• the integrity of our financial statements and other financial information provided by us to our stockholders and others;

• the selection of our independent auditors and review of the auditors’ qualifications and independence;

• the evaluation of the performance of our independent auditors; and

• the review of, and oversight over the implementation of, our risk management policies.

The Audit Committee may additionally exercise any other powers and carry out any other responsibilities delegated to it by our board of directors or the Independent Directors Committee from time to time, consistent with our Articles of Incorporation and bylaws. The Audit Committee carries out and exercises its delegated powers and responsibilities as it deems appropriate and without the requirement of approval of our board of directors and any decisions of the Audit Committee are made at the sole discretion of the Audit Committee, except as otherwise required by applicable law or the Articles of Incorporation or bylaws. The Audit Committee operates pursuant to a written charter.

Nominating and Corporate Governance Committee

Our board of directors has established a nominating and governance committee of our board of directors (“Nominating and Governance Committee”). The Nominating and Governance Committee must at all times be comprised of at least two members, and each member of the Nominating and Governance Committee must be an Independent Director. The Nominating and Governance Committee is currently comprised of four directors, Messrs. Watters, Jacobstein, and Narasimhan and Ms. Hawkes, each of whom is an Independent Director. Mr. Watters serves as the chairman of the Nominating and Governance Committee.

The purpose of the Nominating and Governance Committee is to assist our board of directors in fulfilling its duties and responsibilities regarding, in addition to other related matters:

• the identification of individuals qualified to become directors and the diligence process of evaluating candidates to become directors;

• the selection of director nominees for approval by our board of directors and presentation as nominees for election at the next annual meeting of our stockholders or special meeting of our stockholders at which directors are to be elected;

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• in the event of any director vacancy on our board of directors, the selection and recommendation to our board of directors of qualified director candidates to fill such vacancy; and

• the development and recommendation to our board of directors of corporate governance guidelines and principles.

The Nominating and Governance Committee may additionally exercise any other powers and carry out any other responsibilities delegated to it by our board of directors. The Nominating and Governance Committee will exercise any powers and responsibilities delegated to it by our board of directors in the best interest of our company and its stockholders and consistent with the provisions of our Articles of Incorporation and bylaws. The Nominating and Governance Committee operates pursuant to a written charter.

For information relating to the compensation of our board of directors, see Item 6. “Executive Compensation – Compensation of our Directors” of this Form 10.

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Item 6. Executive Compensation.

Compensation of our Executive Officers

We do not currently have any employees nor do we currently intend to hire any employees who will be compensated directly by us. Our executive officers are not our employees and do not receive compensation from us for services rendered to us as our executive officers. As a result, we do not have nor has our board of directors considered a compensation policy for our executive officers.

Each of our executive officers, including each executive officer who serves as a director, is an officer or employee of our Manager or its affiliates and receives compensation for his or her services, including services performed on our behalf, from such entities. See Item 7. “Certain Relationships and Related Transactions and Director Independence” of this Form 10 for a discussion of fees paid to the Manager and the Asset Manager.

Compensation of our Independent Directors

We have adopted a director compensation and stock ownership policy which sets forth the compensation we pay to our Independent Directors. Effective as of 2017, we pay our Independent Directors or their nominees for their service as our directors an annual retainer of $55,000, payable in arrears in equal quarterly installments. We also pay each Independent Director a fee of $1,000 for each meeting of our board of directors (or committees of our board of directors) attended, provided that an Independent Director will not receive separate meeting fees for attending committee meetings held on the same day that the Independent Director received a fee for attending a meeting of our board of directors. In addition, we pay the chairperson of each of our Independent Directors Committee (our Lead Independent Director), Audit Committee, and Nominating and Corporate Governance Committee an annual stipend of $5,000. The Independent Director serving as board observer on the board of managers of the Manager also receives an annual stipend of $5,000, and a fee of $1,000 for each meeting of the board of managers of the Manager attended. We also reimburse our Independent Directors for reasonable travel and other expenses incurred in connection with attending meetings of our board of directors and committees of our board of directors and otherwise performing their duties as directors.

The annual stipends and meeting attendance fees payable to our Independent Directors described above are paid in the form of shares of our common stock with a value equal to the amount of such fees and stipends, provided that an Independent Director may elect to receive up to 30% of such compensation in the form of cash. In order for an Independent Director to elect to receive such compensation in the form of a mixture of shares of our common stock and cash, the Independent Director must maintain the minimum stock retention limit established by our board of directors from time to time.

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The table below sets forth certain information regarding the compensation earned by or paid to our directors during the fiscal year ended December 31, 2016. For the 2016 calendar year, we paid each of our Independent Directors an annual retainer of $40,000 payable in arrears in equal quarterly installments, an annual stipend of $5,000 to the Independent Director serving as chair of each committee of our board of directors and to the Independent Director serving as the board observer on the board of managers of the Manager, and a fee of $1,595 to each Independent Director for each board and board committee meeting attended.

Name	Fees Earned or Paid In Cash		All Other Compensation(1)		Total
Amy L. Tait	$	—	$	—	$	—
Geoffrey H. Rosenberger(2)		—		85,090		85,090
Shekar Narasimhan(2)		—		59,140		59,140
James H. Watters(2)		—		89,875		89,875
David M. Jacobstein(2)		—		73,495		73,495
Laurie A. Hawkes(2)(3)		—		32,975		32,975
Thomas P. Lydon, Jr.(2)(3)		12,285		28,665		40,950
Mary Beth McCormick(2)(4)		—		29,355		29,355
Agha S. Khan		—		—		—
TOTALS	$	12,285	$	398,595	$	410,880

⁽¹⁾  The amounts shown in this column reflect the aggregate fair value of shares of our common stock computed as of the grant date in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718.

⁽²⁾  Independent Directors.

⁽³⁾  Ms. Hawkes and Mr. Lydon joined the Board on May 10, 2016, the date of our 2016 Annual Meeting of Stockholders.

⁽⁴⁾  Ms. McCormick concluded her service as a director upon expiration of her term on May 10, 2016.

Pursuant to our director compensation and stock ownership policy, each of our Independent Directors is required to acquire and retain ownership of a minimum of $250,000 in shares of our common stock within four years of becoming a member of our board of directors. Shares of our common stock owned indirectly by an Independent Director (e.g., through a spouse) count towards meeting this stock ownership requirement.

Compensation Committee Interlocks and Insider Participation

We currently do not have a compensation committee of our board of directors because we do not plan to pay any compensation to our officers. There are no interlocks or insider participation as to compensation decisions required to be disclosed pursuant to SEC regulations.

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Item 7. Certain Relationships and Related Transactions and Director Independence.

The following describes certain transactions and relationships involving us, our directors, our Manager and Asset Manager and affiliates thereof. See also Note 3 (Related-Party Transactions) to the consolidated financial statements included in this Form 10.

Ownership Interests

Amy L. Tait, one of our founders and our Executive Chairman of the Board and Chief Investment Officer, her spouse, and a family limited liability company for the family of the late Norman Leenhouts, one of our founders who recently passed away, collectively own, directly and indirectly, 240,411 shares, or approximately 1.47%, of the issued and outstanding shares of our common stock. See Item 4. “Security Ownership of Certain Beneficial Owners and Management” of this Form 10 for information regarding the shares of our common stock owned, individually and in the aggregate, by our directors and officers.

In June 2015, Trident BRE, an affiliate of Stone Point acquired through an equity investment an approximately 45.6% equity ownership interest in the Manager. As of March 31, 2017, the Manager is owned (i) approximately 45.20% by Trident BRE, (ii) approximately 45.20% by Ms. Tait and an investment entity for the families of Ms. Tait and Mr. Leenhouts, and (iii) approximately 9.59% by employees of the Manager. In June 2015, in connection with Trident BRE’s investment in the Manager, (i) we acquired 100,000 Convertible Preferred BRE Units, valued at $100 per Convertible Preferred BRE Unit ($10,000,000 in the aggregate), in exchange for the issuance to the Manager of 138,889 shares of our common stock, valued at $72.00 per share, and (ii) the Manager purchased 510,416 shares of our common stock, valued at $72.00 per share, for an aggregate purchase price of $36,749,952. As of March 31, 2017, the Manager owned 625,000, or approximately 3.83%, of the issued and outstanding shares of our common stock.

The Convertible Preferred BRE Units we hold are entitled to distributions equal to a cumulative 7.0% annual preferred return, payable prior to distributions that may be paid to the holders of common membership units of the Manager, which preferred return increases annually by 0.25%. The Convertible Preferred BRE Units are convertible, in whole and not in part, into common membership units of the Manager during the period from January 1, 2018 to December 31, 2019. The Convertible Preferred BRE Units are non-voting, provided that the holders of the Convertible Preferred BRE Units have the right to approve, voting as a class, any amendment to the limited liability company agreement of the Manager which would materially and adversely affect the rights of the Convertible Preferred BRE Units or would create a series or type of membership interests senior to or on a parity with the Convertible Preferred BRE Units. Subject to certain limited exceptions, we may not transfer the Convertible Preferred BRE Units without the prior approval of the board of managers of the Manager.

Our Relationship with the Asset Manager

The Asset Manager is a wholly-owned subsidiary of the Manager. Pursuant to the Asset Management Agreement, the Asset Manager manages our day-to-day operations and is responsible for, among other things, our acquisition, disposition and financing activities and providing support to our Independent Directors in connection with their valuation functions and other duties. Pursuant to the subscription agreement executed by each of our stockholders, our stockholders have granted an irrevocable proxy to our Chief Financial Officer or Assistant Secretary to elect two individuals nominated by the Asset Manager for election to our board of directors. Currently, the two directors nominated by the Asset Manager are Ms. Tait and Mr. Khan.

Asset Management Agreement

The Asset Management Agreement details the rights, powers and obligations of the Asset Manager and the services to be provided to us by the Asset Manager in managing our day-to-day activities. Pursuant to the Asset

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Management Agreement, the Asset Manager will devote sufficient resources to the performance of its duties. Services provided by the Asset Manager under the terms of the Asset Management Agreement include the following:

• supervising and managing the day-to-day operations of our company and the Operating Company;

• assisting our board of directors in developing and monitoring our property acquisition and disposition strategies;

• acquiring and disposing of properties, without prior approval of our board of directors, provided that such acquisitions or dispositions meet the criteria established by the Asset Management Agreement (as described below);

• with respect to property acquisitions and dispositions which the Asset Manager may not execute pursuant to our Investment Policy without the prior approval of our board of directors (as described below), recommending such acquisitions and dispositions to our board of directors, and structuring, negotiating and executing any such property acquisitions and dispositions that are approved by our board of directors;

• performing due diligence functions for all property acquisitions and dispositions and selecting and supervising all third parties necessary to assess the physical condition and other characteristics of properties, subject to any required review by our board of directors of such acquisitions;

• coordinating the initial leasing of real properties at the time of acquisition to the extent acquired properties are not then subject to a lease, securing executed leases from qualified tenants and hiring all leasing agents;

• arranging for financing and refinancing of properties and making any other changes in asset or capital structure of any of our properties;

• monitoring compliance with any loan covenants, including any required reports to lenders, under financing documents;

• the reinvestment or distribution of the proceeds from the sale of any property;

• the maintenance of our books and records and preparing, or causing to be prepared, statements and other relevant information for distribution to our stockholders;

• monitoring our operations and expenses, including the preparation and analysis of our operating budgets, capital budgets and leasing plans;

• preparing or having prepared by third parties such property and portfolio appraisals and market equity valuations as the Asset Manager in its sole discretion deems necessary or desirable to assist the Independent Directors Committee in establishing the Determined Share Value on a quarterly basis;

• from time to time, or as requested by our board of directors, delivering reports regarding its performance of services pursuant to the Asset Management Agreement;

• managing and coordinating distributions to our stockholders and the members of the Operating Company as declared by our board of directors;

• at the request of our board of directors, facilitating investor communications and stockholder approvals, including our annual stockholders meeting;

• conducting our securities offerings, including preparing and keeping current offering materials, soliciting potential investors, accepting subscriptions, and conducting closings;

• selecting and engaging on our behalf such third parties as the Asset Manager deems necessary to the proper performance of its obligations under the Asset Management Agreement;

• nominating two individuals for election to our board of directors;

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• performing any other powers which may be assigned or delegated to the Asset Manager by our board of directors from time to time; and

• taking all such other actions and doing all things necessary or desirable to carry out the foregoing services.

Pursuant to our Investment Policy, the Asset Manager may make any acquisition or sale of any property or group of related properties involving up to $50 million for any single property or portfolio transaction, $50 million per cumulative tenant concentration, or $100 million per cumulative brand concentration, without approval of the Independent Directors Committee, provided that any such properties acquired otherwise meet our Investment Policy and Property Selection Criteria, and any financing related to such acquisitions does not violate our Leverage Policy, as such are established by the Independent Directors Committee from time to time. Any property acquisitions or dispositions which do not satisfy the foregoing criteria require the prior approval of the Independent Directors Committee.

The above description is provided to illustrate the material functions that the Asset Manager performs for us and is not intended to include all of the services that may be provided to us by the Asset Manager, its affiliates or third parties.

Pursuant to the Asset Management Agreement, we pay the Asset Manager asset management fees, acquisition fees, disposition fees and marketing fees and reimburse the Asset Manager for certain expenses, as described below under “– Fees and Expense Reimbursements Paid to our Asset Manager.”

The Asset Management Agreement’s current term, as renewed by the Independent Directors Committee, continues until December 31, 2018. Commencing on January 1, 2019, the Asset Management Agreement will automatically renew for successive additional one-year terms, with each such renewal term commencing on January 1st and ending on December 31st of the fiscal year of each renewal term, unless terminated by us or the Asset Manager pursuant to the Asset Management Agreement (as described below).

The Asset Management Agreement may be terminated:

• immediately by the Independent Directors for “Cause” (as defined below);

• by the Independent Directors, upon written notice to the Asset Manager, within 30 days following a Change in Control (as defined below);

• by us, commencing on January 1, 2019, by providing the Asset Manager with written notice of termination not less than one year prior to January 1st of any renewal term, to be effective as of such January 1st; and

• by the Asset Manager at any time upon one year’s prior written notice.

“Cause” is defined by the Asset Management Agreement as (i) fraud, willful misconduct or breach of fiduciary duty by the Asset Manager, (ii) a material breach of the Asset Management Agreement which remains uncured with 30 days of notice thereof, or (iii) the voluntary or involuntary bankruptcy or insolvency of the Asset Manager. “Change of Control” is defined by the Asset Management Agreement as the failure of (i) Ms. Tait and certain entities affiliated with Ms. Tait and other members of our management and their affiliates, (ii) Trident BRE and its affiliates, and (iii) employees of the Manager to collectively own, directly or indirectly, 50% or more of the outstanding membership interests of the Manager.

In the event that the Asset Management Agreement is terminated (i) by the Independent Directors upon a Change of Control as described above or (ii) by us upon one year’s notice as described above, we will pay the Asset Manager a termination fee equal to three times the asset management fee to which the Asset Manager was entitled during the twelve-month period immediately preceding the date of such termination. In addition, upon

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termination of the Asset Management Agreement, we will pay to the Asset Manager any accrued and unpaid expense reimbursements to which the Asset Manager is entitled and except in the case of a termination by the Independent Directors for Cause, any asset management fees which had been deferred pursuant to the terms of the Asset Management Agreement and any accrued interest thereon. In the event of the termination of the Asset Management Agreement, the Asset Manager is required to cooperate with us and take prompt action in accordance with the Asset Management Agreement to assist in making an orderly transition of the advisory function.

Fees Paid to our Asset Manager

Pursuant to the Asset Management Agreement, we pay the Asset Manager the fees described below.

• We pay the Asset Manager an asset management fee, payable quarterly in advance, equal to 0.25% of the aggregate Determined Share Value as of the last day of the preceding calendar quarter, on a fully diluted basis as if all membership units in the Operating Company had been converted into shares of Common Stock on the last day of the immediately preceding calendar quarter. For the period from December 31, 2007 through December 31, 2017, the asset management fee payment for any quarter will be deferred, in whole or in part, if at any time during a rolling 12-month period cumulative distributions to our stockholders are below $3.50 per share. Any deferred asset management fees will be deferred indefinitely, will accrue interest at the rate of 7% per annum until paid and will be paid only from “available cash” (as defined below) after our cumulative distributions from inception equal to $3.50 per share annually have been paid. “Available cash” includes working capital and cash flow from operations plus proceeds from debt and equity financings and property sales, provided that such payments or transactions would not result in us exceeding our Leverage Policy as established by the Independent Directors Committee. No asset management fees have been deferred to date. During the year ended December 31, 2016, we paid our Asset Manager asset management fees of approximately $11 million.

• We pay the Asset Manager an acquisition fee equal to 1% of the gross purchase price paid for each property we acquire (including properties contributed in exchange for membership units in the Operating Company); provided, however, that in the event that our acquisition of a property requires a new lease (as opposed to taking an assignment of an existing lease), such as in the case of a sale-leaseback transaction, the Asset Manager is entitled to an acquisition fee equal to 2% of the purchase price as a result of the additional leasing services required. During the year ended December 31, 2016, we paid our Asset Manager aggregate acquisition fees of approximately $8.1 million, which is comprised of base acquisition fees of approximately $5.2 million and approximately $2.9 million in additional fees for sale-leasebacks and the additional leasing services provided in those transactions.

• We pay the Asset Manager a disposition fee equal to 1% of the gross sale price for each property we dispose of, whether or not a broker is engaged to buy or sell the property on behalf of the Operating Company. During the year ended December 31, 2016, we paid our Asset Manager disposition fees of approximately $0.13 million.

• We pay the Asset Manager a marketing fee equal to 0.5% of all contributions of cash or property to our company or the Operating Company (excluding reinvestments of distributions pursuant to our distribution reinvestment plan), as compensation for its internal and third party offering and marketing costs and expenses. During the year ended December 31, 2016, we paid our Asset Manager marketing fees of approximately $1.3 million.

• In certain circumstances, upon the termination of the Asset Management Agreement, we will pay the Asset Manager a termination fee, as described above under “– Asset Management Agreement.”

Our Relationship with the Manager

All of our officers, including Ms. Tait and Mr. Czarnecki, are officers and employees of the Manager. The Manager manages our properties pursuant to the Property Management Agreement and is also the sole member

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of the Asset Manager. The Manager is managed by a four-person board of managers, two of which are appointed by Trident BRE and two of which are appointed by the management of the Manager. Amy L. Tait, our Executive Chairman of the Board and Chief Investment Officer, and Christopher J. Czarnecki, our Chief Executive Officer and a nominee for election to our board of directors, are each a member of the Managers’ board of managers. As the holder of the Convertible Preferred BRE Units, we are entitled to appoint an observer at meetings of the board of managers of the Manager. The currently appointed observer is Mr. Watters, one of our Independent Directors.

Property Management Agreement

Services provided by the Manager under the terms of the Property Management Agreement include the following:

• performing all duties of the landlord relating to property operation, maintenance, and day-to-day management under all property leases, including monitoring our tenants’ compliance with the terms of their leases, ensuring property taxes are timely paid, and arranging for, or requiring our tenants to maintain, comprehensive insurance coverage on our properties;

• performing any maintenance services required pursuant to a property’s lease or required pursuant to any agreement related to the financing of a property;

• selecting or replacing vendors that provide goods or services to our properties, provided such selection or replacement is reasonably required within the ordinary course of the management, operation, maintenance and leasing of a property and the cost of such vendor is justified based upon market rates;

• promptly forwarding to us upon receipt all notices of violation or other notices from any governmental authority or insurance company, and making such recommendations regarding compliance with such notices as is appropriate;

• selecting and hiring employees and independent contractors to maintain, operate and lease our properties;

• entering into and renewing contracts for electricity, gas, steam, landscaping, fuel, oil, maintenance and other services as are customarily furnished or rendered in connection with the operation of similar rental properties and pursuant to the terms of each property’s lease;

• analyzing all bills received for services, work and supplies in connection with maintaining and operating our properties, paying all such bills, and, if requested by us, paying utility and water charges, sewer rent and assessments, any applicable taxes, including, without limitation, any real estate taxes, and any other amount payable in respect to our properties not directly paid by tenants;

• collecting all rent and other monies due from tenants and any sums otherwise due to us with respect to our properties in the ordinary course of business;

• establishing and maintaining in accordance with the Property Management Agreement a separate checking account for funds relating to our properties; and

• placing and removing, or causing to be placed and removed, such signs upon our properties as the Manager deems appropriate, subject, to the terms and conditions of the leases at our properties and to applicable law.

Pursuant to the Property Management Agreement, we pay the Manager management fees and re-leasing fees, as described below under “– Fees and Expense Reimbursements Paid to our Manager.”

The Property Management Agreement’s current term, as renewed by the Independent Directors Committee, continues until December 31, 2018. Commencing on January 1, 2019, the Property Management Agreement will

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automatically renew for successive additional one year terms, with each such renewal term commencing on January 1st and ending on December 31st of the fiscal year of each renewal term, unless terminated by us or the Manager pursuant to the Property Management Agreement (as described below).

The Property Management Agreement may be terminated:

• immediately by the Independent Directors for “Cause” (as defined below);

• by the Independent Directors, upon written notice to the Asset Manager, within 30 days following a Change in Control (as defined below);

• by us, commencing on January 1, 2019, by providing the Manager with written notice of termination not less than one year prior to January 1st of any renewal term of the Property Management Agreement, to be effective as of such January 1st; and

• by the Manager at any time upon one year’s prior written notice.

“Cause” is defined by the Property Management Agreement as (i) fraud, willful misconduct or breach of fiduciary duty by the Manager, (ii) a material breach of the Property Management Agreement which breach remains uncured with 30 days of notice thereof, or (iii) the voluntary or involuntary bankruptcy or insolvency of the Manager. “Change of Control” is defined by the Property Management Agreement as the failure of (i) Ms. Tait and certain entities affiliated with Ms. Tait and other members of our management and their affiliates, (ii) Trident BRE and its affiliates, and (iii) certain employees of the Manager to collectively own, directly or indirectly, 50% or more of the outstanding membership interests of the Manager.

In the event that the Property Management Agreement is terminated (i) by the Independent Directors upon a Change of Control as described above or (ii) by us upon one year’s notice as described above, we will pay the Manager a termination fee equal to three times the property management fee to which the Manager was entitled during the 12-month period immediately preceding the date of such termination. In the event of the termination of the Property Management Agreement, the Manager is required to cooperate with us and take prompt action in accordance with the Property Management Agreement to assist in making an orderly transition of the property management function.

Fees Paid to our Manager

Pursuant to the Property Management Agreement, we pay the Manager the fees described below.

• We pay the Manager a monthly property management fee equal to 3% of the gross rentals collected each month from our properties (including all base rent, additional rent, and all other charges, fees and commissions paid for use pursuant to our properties’ leases). During the year ended December 31, 2016, we paid our Manager property management fees of approximately $3.9 million.

• In connection with execution of new leases after the initial acquisition of a property, we pay the Manager a re-leasing fee equal to one month’s rent if the lease is with an existing tenant, or two month’s rent if the tenant is new to the property (whether or not the Manager engages a broker to lease the property on behalf of the Operating Company). During the year ended December 31, 2016, we did not pay our Manager any re-leasing fees.

• In certain circumstances, upon the termination of the Property Management Agreement, we will pay the Manager a termination fee, as described above under “– Property Management Agreement.”

Policies with Respect to Transactions with Related Persons

We are subject to potential conflicts of interest arising out of our relationship with our Manager and Asset Manager and their respective affiliates. These potential conflicts may relate to our compensation arrangements

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with the Manager and Asset Manager and the other terms of our agreements with the Manager and Asset Manager, which were not determined by arm’s-length negotiations, the allocation of investment opportunities between us and the Manager and Asset Manager and their affiliates, and other situations in which our interests may differ from those of our Manager or Asset Manager or their affiliates. We have adopted the policies and procedures set forth below to help address certain of these potential conflicts of interest.

Allocation of Investment Opportunities

Pursuant to the Asset Management Agreement, in the event that our Asset Manager or one of its affiliates (including the Manager) wishes to invest in, or recommend to others for investment, a real estate investment opportunity (i) which is within our then-current Investment Policies and Property Selection Criteria and (ii) with respect to which we have adequate funds, the Asset Manager is required to first offer the investment opportunity to us. In addition, if the Asset Manager or any of its affiliates (including the Manager) is presented with a potential investment opportunity that would be suitable for another investment program which the Asset Manager or its affiliates advises or manages, the investment opportunity will first be offered to us, provided that we have adequate funds available for the investment. The foregoing obligations of the Asset Manager will terminates if we terminate the Asset Management Agreement.

Independent Directors

In order to reduce or eliminate certain potential conflicts of interest in our operations, the Articles of Incorporation require that a majority of our directors be Independent Directors. In addition, the Articles of Incorporation require that so long as we are externally advised by the Asset Manager, our board of directors will maintain an Independent Directors Committee comprised entirely of our Independent Directors.

The Independent Directors Committee may act on any matter (i) with respect to which it is determined that the exercise of independent judgment by our directors which are not Independent Directors or the Asset Manager or its affiliates could reasonably be compromised, (ii) with respect to which the Articles of Incorporation require the action of the Independent Directors Committee or (iii) which is set forth in the written charter of the Independent Directors Committee. The Independent Directors Committee, however, may not take any action which, under Maryland law, must be taken by our entire board of directors or which is otherwise not within their authority. The Independent Directors Committee is authorized to retain their own legal and financial advisors. Among the matters we expect the Independent Directors Committee to act upon include:

• approving the terms of the Asset Management Agreement and Property Management Agreement and any amendments thereto;

• approving the Manager’s or Asset Manager’s independent pursuit of a real estate investment opportunity, for its own account or for the account of one of its affiliates, that falls within our then-current Investment Policy and Property Selection Criteria;

• reviewing all conflicts of interest that may arise in connection with any of our directors or officers, the Manager, Asset Manager or any of their affiliates; and

• reviewing our total fees, expenses, assets, revenues, and availability of funds for distribution at least annually or with sufficient frequency to determine that the expenses incurred are reasonable in light of our investment performance and that the assets, revenues, and funds available for distribution are in accordance with our policies.

Director Independence

For information relating to our Independent Directors, see Item 5. “Directors and Executive Officers – Our Board of Directors” of this Form 10.

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Item 8. Legal Proceedings.

We are subject to various legal proceedings and claims that arise in the ordinary course of our business. These matters are generally covered by insurance or are subject to our right to be indemnified by our tenants that we include in our leases. Management is not aware of any material pending legal proceedings to which we or any of our subsidiaries are a party or to which any of our property is subject, nor are we aware of any such legal proceedings contemplated by government agencies.

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Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

Market Information

There is no established public trading market for our shares of common stock and we do not expect a public trading market to develop. There are no issued or outstanding options or warrants to purchase our common stock. Each outstanding membership unit of the Operating Company is convertible into one share of our common stock, subject to certain conditions and limitations. As of March 31, 2017, there were 16,308,185 shares of our common stock issued and outstanding and 1,426,909 noncontrolling membership units in the Operating Company issued and outstanding. We have not agreed to register for sale under the Securities Act any shares of our common stock. No shares of our common stock have been or are currently expected to be publicly offered by us.

Stockholders

As of March 31, 2017, there were 2,242 holders of shares of our common stock.

Distribution Information

Distributions are paid when and as declared by our board of directors. We commenced paying quarterly distributions in May 2008. We commenced paying monthly distributions in June 2014. Distribution payments are expected to be made approximately 15 days after the end of each month to stockholders of record on the record date, which is generally the next-to-the-last business day of the prior month. Subscribers making an investment at an end of month closing will begin to accrue dividends in the subsequent month and, if they are stockholders of record at the end of such month, they will receive initial distributions approximately 15 days after the subsequent month is complete.

We intend to make distributions sufficient to satisfy the requirements for qualification as a REIT for tax purposes. Generally, income distributed as dividends will not be taxable to us under the Internal Revenue Code if we distribute at least 90% of our REIT taxable income. Dividends will be declared at the discretion of our board of directors, but will be guided, in substantial part, by a desire to cause us to comply with the REIT qualification requirements.

At its February 10, 2017 meeting, our board of directors declared monthly distributions of $0.415 per share of our common stock and unit of membership interest in the Operating Company to be paid by us to our stockholders and members of the Operating Company (other than us) of record prior to the end of February, March and April 2017:

Dividend Per Share/Unit	Record Date	Payment Date
$0.415	February 27, 2017	March 15, 2017
$0.415	March 30, 2017	April 14, 2017
$0.415	April 27, 2017	May 15, 2017

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The following table summarizes distributions paid in cash and pursuant to our DRIP for the years ended December 31, 2015 and 2016 (in thousands).

Month	Year		Cash Distribution – Common Stockholders		Cash Distribution – Membership Units		Distribution Paid Pursuant to DRIP on Common Stock(1)		Distribution Paid Pursuant to DRIP on Membership Units(1)		Total Amount of Distribution(2)
January		2015	$	1,501	$	185	$	1,164	$	24	$	2,875
February		2015		1,590		192		1,254		25		3,061
March		2015		1,636		192		1,305		25		3,158
April		2015		1,713		192		1,283		25		3,213
May		2015		1,806		192		1,377		25		3,401
June		2015		1,823		192		1,454		25		3,495
July		2015		1,905		315		1,506		25		3,752
August		2015		2,195		315		1,628		25		4,163
September		2015		2,273		315		1,692		26		4,305
October		2015		2,349		315		1,729		25		4,418
November		2015		2,442		315		1,797		25		4,580
December		2015		2,566		439		1,857		100		4,961
January		2016		2,622		439		1,930		100		5,090
February		2016		2,672		442		1,990		96		5,200
March		2016		2,761		487		2,087		98		5,433
April		2016		2,832		487		2,134		98		5,551
May		2016		2,892		487		2,194		98		5,670
June		2016		2,975		487		2,280		98		5,840
July		2016		3,064		487		2,318		98		5,967
August		2016		3,092		487		2,376		98		6,054
September		2016		3,148		487		2,471		98		6,204
October		2016		3,184		487		2,534		98		6,303
November		2016		3,220		487		2,618		98		6,423
December		2016		3,274		487		2,683		98		6,542
TOTAL			$	59,534	$	8,914	$	45,661	$	1,552	$	115,661

⁽¹⁾  Distributions are paid in shares of common stock.

⁽²⁾  Total amount of distribution excludes certain immaterial adjustments totaling $(77) thousand for 2016 and 2015.

We intend to fund future distributions from cash generated by operations; however, we may fund distributions from borrowings, the sale of assets, or proceeds from the sale of our securities.

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Item 10. Recent Sales of Unregistered Securities.

Common Stock and Membership Units

In December 2007, we commenced our ongoing private offering of shares of our common stock. The following table provides information regarding the sale of shares of our common stock pursuant to our ongoing private offering during the previous three years ended December 31, 2016 (in thousands, except per share amounts).

Month	Year		Common Shares Sold		Determined Share Value – Common Shares		Total Proceeds – Common Shares Sold		Common Share DRIP		Determined Share Value – DRIP(1)		Total Proceeds – Common Share DRIP(2)		Total Proceeds
January		2014		73	$	65	$	4,731		—	$	—	$	—	$	4,731
February		2014		41		66		2,715		35		64		2,241		4,956
March		2014		63		66		4,155		1		—		—		4,155
April		2014		171		66		11,285		—		—		—		11,285
May		2014		61		67		4,120		38		65		2,439		6,559
June		2014		159		67		10,650		29		64		1,816		12,466
July		2014		122		67		8,149		15		66		971		9,120
August		2014		170		70		11,880		16		66		1,025		12,905
September		2014		120		70		8,375		16		65		1,047		9,422
October		2014		108		70		7,533		16		69		1,076		8,609
November		2014		86		71		6,135		16		69		1,108		7,243
December		2014		180		71		12,814		17		66		1,140		13,954
January		2015		222		71		15,735		17		70		1,189		16,923
February		2015		117		72		8,414		18		70		1,279		9,693
March		2015		453		72		32,558		19		70		1,331		33,888
April		2015		213		72		15,319		19		71		1,309		16,628
May		2015		309		73		22,536		20		71		1,403		23,938
June		2015		999		72		72,224		21		72		1,479		73,703
July		2015		327		73		23,861		21		72		1,531		25,393
August		2015		280		74		20,698		23		72		1,653		22,352
September		2015		380		74		28,031		24		73		1,718		29,748
October		2015		428		74		31,655		24		72		1,754		33,409
November		2015		292		74		21,604		25		73		1,823		23,427
December		2015		259		74		19,044		27		73		1,957		21,001
January		2016		286		74		21,162		28		73		2,030		23,192
February		2016		257		74		19,032		29		72		2,086		21,118
March		2016		268		74		19,713		30		73		2,185		21,898
April		2016		382		74		28,243		31		73		2,232		30,475
May		2016		276		74		20,446		32		73		2,291		22,738
June		2016		213		73		15,637		33		73		2,378		18,015
July		2016		333		74		24,664		33		72		2,415		27,080
August		2016		208		77		16,016		34		72		2,474		18,490
September		2016		302		77		23,173		34		75		2,569		25,741
October		2016		255		77		19,621		35		75		2,632		22,252
November		2016		210		77		16,148		36		75		2,716		18,864
December		2016		404		77		31,032		37		76		2,781		33,813
TOTAL				9,025			$	659,109		847			$	60,075	$	719,184

⁽¹⁾  DRIP shares are purchased at a discounted rate of 98% of the Determined Share Value

⁽²⁾  For common shares reinvested under our DRIP there is no corresponding cash flow from the transaction. Refer to Note 18 to the consolidated financial statements included in this Form 10 for further discussion

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None of the shares of our common stock set forth in the table above were registered under the Securities Act in reliance upon the exemptions from registration under the Securities Act provided by Rule 506(c) under Regulation D promulgated under the Securities Act and Section 4(a)(2) of the Securities Act. All of the shares of our common stock set forth in the table above were sold to persons who represented to us in writing that they qualified as an “accredited investor,” as such term is defined by Regulation D promulgated under the Securities Act, and provided us with additional documentation to assist us in verifying such person’s status as accredited investors.

In connection with property acquisitions that are structured as UPREIT transactions, the owner of a property will transfer its interest in the property to the Operating Company in exchange for membership units in the Operating Company. The table provided below includes information regarding the issuance of membership units in the Operating Company pursuant to UPREIT transactions during the previous three years ended December 31, 2016 (in thousands, except per membership unit amounts).

Month	Year		Membership Units Issued(1)		Determined Share Value		Total Proceeds
June		2015		304	$	72	$	21,922
November		2015		489		73		35,662
February		2016		97		74		7,190
TOTAL				890			$	64,773

⁽¹⁾  Membership units are convertible into shares of our common stock at a ratio of one-to-one, subject to certain restrictions.

None of the membership units in the Operating Company set forth in the table above were registered under the Securities Act in reliance upon the exemptions from registration under the Securities Act provided by Rule 506(c) under Regulation D promulgated under the Securities Act and Section 4(a)(2) of the Securities Act. All of the membership units in the Operating Company set forth in the table above were sold to persons who represented to us in writing that they qualified as an “accredited investor,” as such term is defined by Regulation D promulgated under the Securities Act, and provided us with additional documentation to assist us in verifying such person’s status as accredited investors.

In March 2012, the Asset Manager engaged Palladian Realty Capital LLC and BA Securities, LLC, a FINRA-registered broker-dealer, to refer certain of their clients as potential investors in our common stock. In consideration for such investor referrals, the Asset Manager agreed to pay BA Securities, LLC a referral fee equal to 1% of the amount invested by any investor referred to us. The agreement between the Asset Manager, Palladian Realty Capital LLC, and BA Securities, LLC was terminated in April 2015. The Asset Manager paid BA Securities, LLC aggregate referral fees of approximately $0.28 million. We were not a party to the agreement and did not pay Palladian Realty Capital LLC or BA Securities, LLC any fees or other payments in connection with the agreement with the Asset Manager.

Senior Notes

In January 2017, we commenced a private offering of unsecured, fixed-rate, guaranteed senior promissory notes (“Senior Notes”). The initial offering was for up to $100 million in Senior Notes, however, based on oversubscriptions and market demand, we elected to upsize the offering and received commitments to purchase an aggregate principal amount of $150 million of the Senior Notes. In connection with the offering of the Senior Notes, on March 16, 2017, we and the Operating Company entered into a Note and Guaranty Agreement with each of the purchasers of the Senior Notes. The closing of the issuance of the Senior Notes occurred on April 18, 2017. The Senior Notes were issued by the Operating Company and guaranteed by us and each of the Operating Company’s subsidiaries that guarantee our bank credit facility and term notes. The Senior Notes were issued at par, will bear interest at a rate of 4.84% per annum (priced at 240 basis points above the 10-year U.S. Treasury

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yield at the time of pricing), and will have a 10-year maturity, maturing on April 18, 2027. J.P. Morgan Securities, LLC and Wells Fargo Securities, LLC served as our joint placement agents.

The Senior Notes will not be registered under the Securities Act in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act. All of the Senior Notes were sold to persons who represented to us in writing that they qualified as an “accredited investor,” as such term is defined by Regulation D promulgated under the Securities Act.

Except as set forth above, we have not sold any securities which were not registered under the Securities Act during the previous three years.

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Item 11. Description of Registrant’s Securities to Be Registered.

The following is a summary of the rights and preferences of our capital stock. We encourage you to read carefully this entire Form 10, our Articles of Incorporation and bylaws and the relevant provisions of Maryland law for a more complete understanding of our capital stock. Copies of our Articles of Incorporation and bylaws are filed as exhibits to this Form 10 and the following summary, to the extent it relates to those documents, is qualified in its entirety by reference thereto.

General

Our Articles of Incorporation authorizes the issuance of an aggregate of 100,000,000 shares of capital stock, of which 80,000,000 shares are designated as common stock with a par value of $0.001 per share, and 20,000,000 shares are designated as preferred stock with a par value of $0.001 per share. Our board of directors, with the approval of a majority of our entire board of directors and without any action by our stockholders, may amend our Articles of Incorporation from time to time to increase or decrease the aggregate number of shares of capital stock or the number of shares of capital stock of any class or series that we have authority to issue.

Common Stock

The holders of shares of our common stock are entitled to one vote per share on all matters voted on by stockholders, including election of our directors. Our Articles of Incorporation do not provide for cumulative voting in the election of our directors. Therefore, the holders of a majority of the outstanding shares of common stock can elect our entire board of directors. Subject to any preferential rights of any outstanding class or series of preferred stock, the holders of shares of our common stock are entitled to such distributions as may be declared from time to time by our board of directors out of legally available funds and, upon liquidation, are entitled to receive all assets available for distribution to our stockholders. Holders of shares of common stock will not have preemptive rights, which means that our stockholders will not have an automatic option to purchase any new shares that we issue. Holders of shares of our common stock may be entitled to exercise the rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL, as discussed below under “Dissenting Stockholder Rights.” Stockholders are not liable for our acts or obligations due to their status as stockholders.

Our board of directors has authorized the issuance of shares of our capital stock without certificates. Shares of our common stock are held in “uncertificated” form, which eliminates the physical handling and safekeeping responsibilities inherent in owning transferable share certificates and eliminates the need to return a duly executed share certificate to effect a transfer. Information regarding restrictions on the transferability of our shares of common stock that, under Maryland law, would otherwise have been required to appear on our share certificates are instead furnished to our stockholders upon request and without charge. We maintain a stock ledger that contains the name and address of each stockholder and the number of shares that the stockholder holds.

Pursuant to limited liability company agreement of the Operating Company (the “operating agreement”), each outstanding membership unit of the Operating Company is convertible into one share of our common stock, subject to the terms and conditions set forth in the operating agreement. Holders of membership units may exchange all or any portion of their membership units for an equal number of shares of our common stock on a quarterly basis, provided that (i) no conversions will be permitted that would cause the number of aggregate membership units that have been converted, sold, redeemed or otherwise disposed of, subject to certain exclusions, to exceed ten percent of all the membership units outstanding, and (ii) the holder of the membership units to be converted satisfies the investor suitability standards established from time to time with respect to the ongoing private offering of shares of our common stock.

Preferred Stock

Our Articles of Incorporation authorize our board of directors to classify and reclassify any unissued shares of our common stock and preferred stock into other classes or series of stock. Prior to issuance of shares of each

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class or series, our board of directors is required by the MGCL and by our Articles of Incorporation to set, subject to the restrictions on ownership and transfer of our stock in our Articles of Incorporation, the terms, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of repurchase for each class or series. Thus, our board of directors could authorize the issuance of shares of common stock or preferred stock with terms or conditions which could have the effect of delaying, deferring or preventing a transaction or change in control that might involve a premium price for holders of our common stock or otherwise be in their best interest. Our board of directors has no present plans to issue preferred stock, but may do so at any time in the future without stockholder approval.

Restrictions on Ownership and Transfer of Shares of Capital Stock

For us to qualify as a REIT, no more than 50% in value of the outstanding shares of our stock may be owned, directly or indirectly through the application of certain attribution rules under the Internal Revenue Code, by any five or fewer individuals, as defined in the Internal Revenue Code to include specified entities, during the last half of any taxable year. In addition, the outstanding shares of our stock must be owned by 100 or more persons independent of us and each other during at least 335 days of a 12-month taxable year or during a proportionate part of a shorter taxable year, excluding our first taxable year for which we elect to be taxed as a REIT. In addition, we must meet requirements regarding the nature of our gross income to qualify as a REIT. One of these requirements is that at least 75% of our gross income for each calendar year must consist of rents from real property and income from other real property investments. Subject to special rules for leases to our TRS-lessees, the aggregate of the rents received by the Operating Company from any tenant will not qualify as rents from real property, which could result in our loss of REIT status, if we own, actually or constructively within the meaning of certain provisions of the Internal Revenue Code, 10% or more of the ownership interests in that tenant. To assist us in preserving our status as a REIT, among other purposes, our Articles of Incorporation contain limitations on the ownership and transfer of shares of our stock which prohibit: (1) any person or entity from owning or acquiring, directly or indirectly, more than 9.8% of the value of the aggregate of our then outstanding capital stock or more than 9.8% of the value or number of shares, whichever is more restrictive, of the aggregate of our then outstanding common stock and (2) any transfer of or other event or transaction with respect to shares of capital stock that would result in the beneficial ownership of our outstanding shares of capital stock by fewer than 100 persons. In addition, our Articles of Incorporation prohibit any transfer of, or other event with respect to, shares of our capital stock that (1) would result in us being “closely held” within the meaning of Section 856(h) of the Internal Revenue Code, (2) would cause us to own, actually or constructively, 9.8% or more of the ownership interests in a tenant of our real property or the real property of the Operating Company or any direct or indirect subsidiary of the Operating Company or (3) would otherwise cause us to fail to qualify as a REIT.

Our Articles of Incorporation provide that the shares of our capital stock that, if transferred, would: (1) result in a violation of the 9.8% ownership limits described above; (2) result in us being “closely held” within the meaning of Section 856(h) of the Internal Revenue Code; (3) cause us to own 9.9% or more of the ownership interests in a tenant of our real property or the real property of the Operating Company or any direct or indirect subsidiary of the Operating Company; or (4) otherwise cause us to fail to qualify as a REIT, will be transferred automatically to a trust effective on the day before the purported transfer of such shares of our capital stock. We will designate a trustee of the trust that will not be affiliated with us or the purported transferee or record holder. We will also name a charitable organization as beneficiary of the trust. The trustee will receive all distributions on the shares of our capital stock in the trust and will hold such distributions in trust for the benefit of the beneficiary. The trustee also will vote the shares of capital stock in the trust and, subject to Maryland law, will have the authority to rescind as void any vote cast by the intended transferee prior to our discovery that the shares have been transferred to the trust and to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiary. However, if we have already taken irreversible corporate action, then the trustee will not have the authority to rescind and recast the vote. The intended transferee will acquire no rights in such shares of capital stock, unless, in the case of a transfer that would cause a violation of the 9.8% ownership

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limits the transfer is exempted (prospectively or retroactively) by our board of directors from the ownership limits based upon receipt of information (including certain representations and undertakings from the intended transferee) that such transfer would not violate the provisions of the Internal Revenue Code for our qualification as a REIT. If the transfer to the trust would not be effective for any reason to prevent a violation of the foregoing limitations on ownership and transfer, then the transfer of that number of shares that otherwise would cause the violation will be null and void, with the intended transferee acquiring no rights in such shares. In addition, our charter provides that any transfer of shares of our capital stock that would result in shares of our capital stock being beneficially owned by fewer than 100 persons will be null and void and the intended transferee will acquire no rights in such shares of our capital stock.

Within 20 days of receiving notice from us that shares of our stock have been transferred to the trust, the trustee will sell the shares to a person designated by the trustee, whose ownership of the shares will not violate the above ownership limitations. Upon the sale, the interest of the charitable beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds of the sale to the intended transferee and to the charitable beneficiary as follows. The intended transferee will receive an amount equal to the lesser of (1) the price paid by the intended transferee for the shares or, if the intended transferee did not give value for the shares in connection with the event causing the shares to be held in the trust (e.g., a gift, devise or other similar transaction), the Determined Share Value of the shares on the day of the event causing the shares to be held in the trust and (2) the price received by the trustee from the sale or other disposition of the shares. Any net sale proceeds in excess of the amount payable to the intended transferee will be paid immediately to the charitable beneficiary. If, prior to our discovery that shares have been transferred to the trust, the shares are sold by the intended transferee, then (1) the shares will be deemed to have been sold on behalf of the trust and (2) to the extent that the intended transferee received an amount for the shares that exceeds the amount described above that such intended transferee was entitled to receive, such excess will be paid to the trustee upon demand.

In addition, shares of our stock held in the trust will be deemed to have been offered for sale to us, or our designee, at a price per share equal to the lesser of (1) the price per share in the transaction that resulted in the transfer to the trust (or, in the case of a devise or gift, the Determined Share Value at the time of the devise or gift) and (2) 95% of the Determined Share Value on the date we, or our designee, accept the offer. We will have the right to accept the offer until the trustee has sold the shares. Upon a sale to us, the interest of the charitable beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds of the sale to the intended transferee.

Any person who acquires or attempts or intends to acquire shares of our capital stock in violation of the foregoing restrictions or who owns shares of our capital stock that were transferred to any such trust is required to give immediate written notice to us or, in the case of a proposed or attempted transaction, at least 15 days’ prior written notice. In both cases, such persons must provide to us such other information as we may request to determine the effect, if any, of such event on our status as a REIT. The foregoing restrictions will continue to apply until our board of directors determines it is no longer in our best interest to attempt to, or to continue to qualify as a REIT or that compliance is no longer required in order for REIT qualification.

The ownership limits do not apply to a person or persons that our board of directors exempts (prospectively or retroactively) from the ownership limits upon appropriate assurances that our qualification as a REIT is not jeopardized. Any person who owns more than 5.0% (or such lower percentage as required under the Internal Revenue Code or the Treasury Regulations promulgated thereunder) of the outstanding shares of our capital stock during any taxable year will be asked to deliver a statement or affidavit setting forth the number of shares of our capital stock beneficially owned.

Distributions

Distributions are paid when and as declared by our board of directors. We paid distributions quarterly from May 2008 through May 2014 and, beginning in June 2014, we have paid distributions monthly. There is no

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assurance that we will be able to continue to make distributions on a monthly basis or at all. Investors making an investment (either new or additional) at an end of month closing will begin to accrue dividends in the subsequent month. Distribution payments are expected to be made approximately 15 days after the end of each month to holders of record on the record date, generally, the next-to-the-last day of the prior month. We anticipate receipt of monthly distributions from the Operating Company to fund our distributions to stockholders, although such distributions cannot be guaranteed.

At its February 10, 2017 meeting, our board of directors declared monthly distributions of $0.415 per share of our common stock and unit of membership interest to be paid to our stockholders and members of the Operating Company (other than us) of record prior to the end of February, March and April 2017:

Dividend Per Share/Unit	Record Date	Payment Date
$0.415	February 27, 2017	March 15, 2017
$0.415	March 30, 2017	April 14, 2017
$0.415	April 27, 2017	May 15, 2017

We intend to make distributions sufficient to satisfy the requirements for qualification as a REIT for tax purposes. Generally, income distributed will not be taxable to us under the Internal Revenue Code if we distribute at least 90% of our taxable income each year (computed without regard to the distributions paid deduction and excluding capital gain). Distributions will be authorized at the discretion of our board of directors, and declared by us, in accordance with our earnings, cash flow and general financial condition. Our board of directors’ discretion will be directed, in substantial part, by a desire to cause us to comply with the REIT requirements. We may borrow money, issue securities or sell assets in order to make distributions.

Our organizational documents permit us to pay distributions from any source, including loans, our Asset Manager’s deferral of fees and expense reimbursements and offering proceeds. If we pay distributions from sources other than cash flow from operations, we will have fewer funds available for investments and our stockholders’ overall return on their investment in us will be reduced.

Distribution Reinvestment Plan

Pursuant to our DRIP, our stockholders and holders of membership units in the Operating Company (other than us), may elect to have cash distributions reinvested in additional shares of our common stock. Shares of our common stock acquired through our distribution reinvestment plan have the same rights and are subject to the same restrictions on transferability as all other shares of our common stock and are eligible for redemption pursuant to our share redemption program. Our distribution reinvestment plan is administered by the Asset Manager.

All of our stockholders and holders of membership units in the Operating Company are eligible to participate in our distribution reinvestment plan. We may elect to deny an investor participation in the distribution reinvestment plan if the investor resides in a jurisdiction or foreign country where, in our judgment, the burden or expense of compliance with applicable securities laws makes the investor’s participation impracticable or inadvisable. A stockholder or holder of membership units of the Operating Company may be required to cease participation in our distribution reinvestment plan if the investor no longer meets the suitability standards or cannot make the other investor representations set forth in the then-current subscription agreement with respect to our shares of common stock. Participants in the distribution reinvestment plan must agree to notify us promptly when they no longer meet these standards.

A stockholder or holder of membership units in the Operating Company may elect to participate in our distribution reinvestment plan by completing the appropriate portion of the subscription agreement or other approved enrollment form available from time to time from the Asset Manager. An investor’s participation in the

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distribution reinvestment plan will begin with the next distribution made after receipt of the investor’s enrollment form. Participants in our distribution reinvestment plan generally are required to have the full amount of their cash distributions with respect to all securities owned by them reinvested pursuant to our distribution reinvestment plan. However, the Asset Manager has the discretion, upon the request of a participant, to accommodate a participant’s request for less than all of the participant’s securities to be subject to participation in our distribution reinvestment plan. An investor may also change the number of shares participating in the dividend reinvestment at any time if the investor completes a new enrollment form or other form provided for that purpose.

Cash distributions will be reinvested in additional shares of common stock pursuant to our distribution reinvestment plan at a per share price equal to 98% of the Determined Share Value as of the applicable distribution date. Fractional shares may be issued pursuant to our distribution reinvestment plan.

If an investor elects to participate in our distribution reinvestment plan and is subject to federal income taxation, the investor will incur a tax liability on an amount equal to the fair value on the relevant distribution date of the shares of our common stock purchased with reinvested distributions, even though the investor has elected not to receive the distributions used to purchase those shares of common stock in cash. We will withhold 28% of the amount of distributions or distributions paid if the investor fails to furnish a valid taxpayer identification number, fails to properly report distributions or fails to certify that the investor is not subject to withholding. Notwithstanding the foregoing, the tax consequences of participating in our distribution reinvestment plan will vary depending upon each participant’s particular circumstances, and all participants are urged to consult their own tax advisor regarding the specific tax consequences of participation.

Participation in our distribution reinvestment plan may be terminated by an investor at any time by providing us with written notice. For an investor’s termination to be effective for a particular distribution, we must have received a notice of termination at least 10 business days prior to the record date of the distribution period to which the distribution relates. Any transfer of an investor’s shares will effect a termination of the participation of those shares in the distribution reinvestment plan. We will terminate an investor’s participation to the extent that a reinvestment of an investor’s distributions in our shares would cause the investor to exceed the ownership limitations contained in our Articles of Incorporation.

We may amend our distribution reinvestment plan at any time upon written notice to each participant at least 10 days prior to the effective date of the amendment. We may terminate the distribution reinvestment plan upon written notice to each participant at least 30 days prior to the effective date of the termination.

Share Redemption Program

We have adopted a share redemption program to provide an opportunity for our stockholders to have shares of our common stock repurchased, subject to certain restrictions and limitations, at a price equal to or at a discount from the current Determined Share Value in effect as of the date the shares are tendered for redemption. The share redemption program is administered by our board of directors and the Independent Directors Committee of our board of directors and is subject to such terms and conditions as our board and the Independent Directors Committee may establish from time to time.

No shares may be repurchased under our share redemption program until after the first anniversary of the date of purchase of such shares; provided, that when the shares tendered for redemption were received upon conversion of membership units of the Operating Company, the time period during which the stockholder requesting redemption held the converted membership units may be used to meet the one year minimum holding period. In the event of death or bankruptcy of a stockholder, or other exigent circumstances as approved by the Independent Directors Committee in its sole discretion, we may waive the one year minimum holding period for any number of shares. We are not obligated to repurchase shares of our common stock under the share

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redemption program. Notwithstanding the procedures discussed below, our board of directors or Independent Directors Committee may, in its sole discretion, reject any share redemption request made by any stockholder at any time.

To the extent we determine to accept share redemption requests from our stockholders, repurchase of shares of our common stock pursuant to the share redemption plan will be on the last business day of each calendar quarter upon written request to us delivered at least 10 days prior to the last business day of the applicable calendar quarter. Shares held for more than 12 months, but less than 5 years, will be redeemed at a purchase price equal to 95% of the Determined Share Value in effect at the time the shares are tendered for redemption. Shares held for five years or more will be redeemed at a purchase price equal to 100% of the Determined Share Value in effect at the time the shares are tendered for redemption. The 5% discount applied to shares tendered for redemption that have been held for more than 12 months, but less than 5 years, will not apply if the share redemption request relates solely to a change in the form of share ownership and the stockholder will be, simultaneously with the redemption, investing in us, through a different form of share ownership, an amount equal to or greater than the amount redeemed, subject to all other restrictions, conditions and terms of the share redemption program.

Notwithstanding the foregoing, any stockholder may have up to 5% of their outstanding shares of common stock redeemed by us in any calendar year at a price equal to 100% of the Determined Share Value in effect at the time the shares are tendered for redemption, subject to the other terms and conditions of the share redemption program. If an individual stockholder is deceased, the deceased stockholder’s estate may request the redemption the shares held in the deceased stockholder’s individual capacity at a purchase price equal to 100% of the Determined Share Value in effect at the time the shares are tendered for redemption within one year of the death of the stockholder, subject to all other restrictions, conditions and terms of the share redemption program.

We limit the number of shares redeemed pursuant to our share redemption program. The total number of shares redeemed in any quarter may not exceed (i) 1% of the total number of shares outstanding at the beginning of the applicable calendar year, plus (ii) 50% of the total number of any additional shares of our common stock issued during the prior calendar quarter pursuant to our DRIP, plus (iii) any additional number of shares the Independent Directors Committee elects to redeem in its sole and absolute discretion.

The Independent Directors Committee has approved an exception to certain of the limitations set forth in the share redemption program for stockholders holding shares in an individual retirement account (or other qualified retirement plan or account) who are required under the Internal Revenue Code to take mandatory distributions from all such accounts after reaching 70 ¹⁄₂ years of age. For any investors who holds shares through a third-party custodian in a retirement account or plan, has held the shares for at least one year, has reached 70 ¹⁄₂ years of age, and is subject to the mandatory withdrawal requirements under the Internal Revenue Code, we will redeem up to 5% of the stockholder’s share holdings at 100% of the Determined Share Value in effect as of the redemption date. The minimum required remaining investment restrictions will not apply to such mandatory withdrawals. Requests for redemptions in excess of the 5% limit will be subject to all of the terms of the share redemption program.

The limitations on redemptions established by the share redemption program, or the lack of funds legally available to fund redemptions, may prevent us from accommodating all redemption requests made in any quarter. If any shares tendered for redemption in any calendar quarter cannot be redeemed at the end of such calendar quarter, the unredeemed shares will be given first priority for redemption in the following calendar quarter, with the purchase price for such shares being calculated based upon the Determined Share Value then in effect. A stockholder may cancel any redemption request within 10 business days prior to the end of the applicable calendar quarter.

Redemptions of shares pursuant to our share redemption program will only be made with funds legally available under Maryland law for redemption. Any redemption of shares under the share redemption program is subject to compliance with applicable federal and state securities laws and restrictions applicable to preserve our status as a REIT.

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Our board of directors or the Independent Directors Committee may amend, suspend, or terminate the share repurchase program at any time if they determine that the funds available to fund the share repurchase program are needed for other business or operational purposes or that amendment, suspension or termination of the share repurchase program is in the best interest of our stockholders.

Since our inception and through December 31, 2016, we have redeemed a total of 184,024 shares of our common stock pursuant to our share redemption program, for an aggregate purchase price of approximately $13.2 million.

Stockholder Meetings

We will hold an annual meeting of our stockholders in accordance with Maryland law and our bylaws, on a specific date and time set by our board of directors. The next annual meeting is scheduled to be held in May 2017. Special meetings of stockholders may be called only upon the request of a majority of the directors, a majority of the independent directors, our chairman of the board, our chief executive officer, or our president and will be called by our secretary to act upon any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast at least a majority of the votes entitled to be cast on such matter at the meeting.

The presence either in person or by proxy of stockholders entitled to cast at least 50% of all the votes entitled to be cast at the meeting on any matter will constitute a quorum. Generally, the affirmative vote of a majority of all votes cast is necessary to take stockholder action, except as provided in the following paragraph and except that the affirmative vote of a plurality of the shares represented in person or by proxy at a meeting at which a quorum is present is required to elect a director.

Under the MGCL, stockholders are generally entitled to vote at a duly held meeting at which a quorum is present on (1) the amendment of our Articles of Incorporation, (2) our dissolution, (3) our merger or consolidation, a statutory share exchange or the sale or other disposition of all or substantially all of our assets. Under the MGCL, these matters require the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast with respect to such matter. A Maryland corporation may provide in its charter for approval of these matters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast with respect to such matter, however our Articles of Incorporation do not so provide.

Pursuant to the terms of the subscription agreement which each of our stockholders signs in connection with purchasing shares of our common stock, each of our stockholders has granted an irrevocable proxy, coupled with an interest, to vote their shares of our common stock in favor of the two nominees to our board of directors proposed by the Asset Manager.

A special meeting of the stockholders will be called by us in the event that holders of 20% or more of the outstanding shares of our common stock have tendered their shares for redemption and we have not been able to redeem such shares within a rolling four-quarter period. At such special meeting, stockholders will consider whether to require our liquidation in an orderly fashion over the following five years. Holders of at least 66.6% of the shares of our common stock entitled to vote will be required for approval of such a liquidation.

Control Share Acquisitions

The MGCL provides that control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of at least two-thirds of the votes entitled to be cast on the matter. Shares of common stock owned by the acquirer, by officers or by employees who are directors of the corporation are not entitled to vote on the matter. “Control shares” are voting shares of stock that, if aggregated with all other shares of stock owned by the acquirer or with respect to which the acquirer has the right

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to vote or to direct the voting of, other than solely by virtue of a revocable proxy, would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of voting powers:

• one-tenth or more but less than one-third;

• one-third or more but less than a majority; or

• a majority or more of all voting power.

Control shares do not include shares of stock the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval or shares acquired directly from the corporation. Except as otherwise specified in the statute, a “control share acquisition” means the acquisition of issued and outstanding control shares. Once a person who has made or proposes to make a control share acquisition has undertaken to pay expenses and has satisfied other required conditions, the person may compel the board of directors to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares of stock. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting. If voting rights are not approved for the control shares at the meeting or if the acquiring person does not deliver an “acquiring person statement” for the control shares as required by the statute, the corporation may repurchase any or all of the control shares for their fair value, except for control shares for which voting rights have previously been approved. Fair value is to be determined for this purpose without regard to the absence of voting rights for the control shares, and is to be determined as of the date of the last control share acquisition or of any meeting of stockholders at which the voting rights for control shares are considered and not approved.

If voting rights for control shares are approved at a stockholders’ meeting and the acquirer becomes entitled to vote a majority of the shares of stock entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares of stock as determined for purposes of these appraisal rights may not be less than the highest price per share paid in the control share acquisition. Some of the limitations and restrictions otherwise applicable to the exercise of dissenters’ rights do not apply in the context of a control share acquisition.

The control share acquisition statute does not apply to shares of stock acquired in a merger or consolidation or on a stock exchange if the corporation is a party to the transaction or to acquisitions approved or exempted by the charter or bylaws of the corporation. As permitted by the MGCL, we have provided in our Articles of Incorporation and bylaws that the control share provisions of the MGCL will not apply to any acquisition by any person of shares of our stock, but our board of directors retains the discretion to opt into these provisions in the future.

Business Combinations

Under the MGCL, business combinations between a Maryland corporation and an interested stockholder or the interested stockholder’s affiliate are prohibited for five years after the most recent date on which the stockholder becomes an interested stockholder. For this purpose, the term “business combinations” includes mergers, consolidations, share exchanges or, in circumstances specified in the MGCL, asset transfers and issuances or reclassifications of equity securities. An “interested stockholder” is defined for this purpose as: (1) any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock; or (2) an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding stock of the corporation. A person is not an interested stockholder under the MGCL if the board of directors approved in advance the transaction by which the person otherwise would become an interested stockholder. However, in approving the transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of the approval, with any terms and conditions determined by the board of directors.

After the five-year prohibition, any such business combination between the corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the

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affirmative vote of at least: (1) 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation and (2) two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares of stock held by the interested stockholder or its affiliate with whom the business combination is to be effected, or held by an affiliate or associate of the interested stockholder, voting together as a single voting group.

These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under the MGCL, for their shares of common stock in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares of common stock.

None of these provisions of the MGCL will apply, however, to business combinations that are approved or exempted by the board of directors of the corporation prior to the time that the interested stockholder becomes an interested stockholder. Pursuant to the business combination statute, pursuant to our Articles of Incorporation, our board of directors has exempted any business combination involving us and any person. Consequently, the five-year prohibition and the super majority vote requirements will not apply to business combinations between us and any person. As a result, any person may be able to enter into business combinations with us that may not be in the best interest of our stockholders, without compliance with the super majority vote requirements and other provisions of the statute.

Should our board of directors opt into the business combination statute in the future, it may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.

Advance Notice of Director Nominations and New Business

Our bylaws provide that with respect to an annual meeting of stockholders, nominations of individuals for election to our board of directors and the proposal of business to be considered by a stockholder may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of our board of directors or (3) by a stockholder who is a stockholder of record both at the time of giving the advance notice required by our bylaws and at the time of the meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with the advance notice procedures of our bylaws. With respect to special meetings of stockholders, only the business specified in our notice of the meeting may be brought before the meeting. Nominations of individuals for election to our board of directors at a special meeting may be made only (1) by or at the direction of our board of directors or (2) provided that the special meeting has been called in accordance with our bylaws for the purpose of electing directors, by a stockholder who is a stockholder of record both at the time of giving the advance notice required by our bylaws and at the time of the meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the advance notice provisions of our bylaws.

Subtitle 8

Subtitle 8 of Title 3 of the MGCL (“Subtitle 8”), permits the board of directors of a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in its charter or bylaws, to any or all of five provisions:

• a classified board of directors;

• a two-thirds vote requirement for removing a director;

• a requirement that the number of directors be fixed only by vote of the directors;

• a requirement that vacancies on the board of directors be filled only by the remaining directors and (if the board is classified) for the remainder of the full term of the class of directors in which the vacancy occurred; and

• a majority requirement for the calling of a stockholder-requested special meeting of stockholders.

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We have elected to provide that vacancies on our board of directors may be filled only by the remaining directors and for the remainder of the full term of the directorship in which the vacancy occurred. We have also elected to provide that a special meeting of stockholders may only be called by our secretary upon the written request of the stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting. Through provisions in our Articles of Incorporation and bylaws, we vest in our board of directors the exclusive power to fix the number of directorships; provided that the number is not fewer than the minimum number required by the MGCL. We have not elected to be subject to the other provisions of Subtitle 8.

Dissenting Stockholder Rights

Pursuant to Title 3 Subtitle 2 of the MGCL, our stockholders have the right to demand and receive payment in cash of the fair value of their shares of our common stock in the event that we engage in certain transactions, including if (i) we consolidate or merge with another company, (ii) the objecting stockholder’s shares of our common stock are to be acquired in a share exchange, or (iii) we amend the Articles of Incorporation in a way which alters the contract rights, as expressly set forth in the Articles of Incorporation, of any of our outstanding stock and substantially adversely affects our stockholder’s rights.

A stockholder of a corporation who desires to receive payment of the fair value of the stockholder’s stock pursuant to Title 3 Subtitle 2 of the MGCL must, among other things:

• file a written objection to the proposed transaction with us at or before the stockholders’ meeting at which the transaction will be considered or, in the case of stockholder action to be taken by consent, within 10 days after we give the required notice of such action by written consent;

• not vote in favor of the transaction; and

• within 20 days after the transaction is complete, make a written demand on the successor company (as applicable based upon the transaction in question) for payment for the stockholder’s stock, stating the number and class of shares for which the stockholder demands payment.

A stockholder which fails to comply with the foregoing requirements will be bound by the terms of the applicable transaction. In order for our stockholders to perfect such stockholder’s right to dissent in the event of a qualifying transaction, such stockholder must carefully follow the procedure set forth in the applicable provisions of the MGCL. Any stockholder contemplating exercising its rights under Title 3 Subtitle 2 of the MGCL is urged to read carefully the provisions of the MGCL and consult with its own legal counsel before electing or attempting to exercise these rights.

A Maryland corporation’s charter may provide that the holders of its stock are not entitled to exercise the rights of an objecting stockholder under Title 3 Subtitle 2 of the MGCL. However, our Articles of Incorporation do not so provide.

Exclusive Jurisdiction for Certain Claims

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, will be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of our company, (b) any action asserting a claim of breach of any duty owed by any of our directors or officers or employees to us or to our stockholders, (c) any action asserting a claim against us or any of our directors or officers or employees arising pursuant to any provision of the MGCL or our Articles of Incorporation or bylaws or (d) any action asserting a claim against us or any of our directors or officers or employees that is governed by the internal affairs doctrine.

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Item 12. Indemnification of Directors and Officers.

Limitation of Liability

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages, except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. The Articles of Incorporation contain a provision that eliminates such liability of our directors and officers to the maximum extent permitted by Maryland law.

Indemnification

The MGCL requires a corporation (unless its articles of incorporation provide otherwise, which ours do not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity.

The Articles of Incorporation require us to, to the maximum extent that Maryland law in effect from time to time permits, indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

• any present or former director or officer of our company who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity; or

• any individual who, while a director or officer of our company and at our request, serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner, or trustee and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity.

The Articles of Incorporation, as permitted by the MGCL, further provide that we may indemnify any director or officer made a party to any proceeding by reason of his or her service in such capacity unless the following can be established:

• the act or omission of the director or officer was material to the cause of action adjudicated in the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty;

• the director or officer actually received an improper personal benefit in money, property or services; or

• in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission as unlawful.

However, indemnification for an adverse judgment in a suit by us or in our right, may not be made with respect to any proceeding in which a director has been found liable to our company.

The Articles of Incorporation provide, as permitted by the MGCL, that we may advance reasonable expenses incurred by a director or officer who is party to a proceeding in advance of the final disposition of the proceeding upon our receipt of:

• a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by us; and

• a written undertaking by the director or officer or on his or her behalf to repay the amount advanced to him or her if it is ultimately determined that the standard of conduct for indemnification by us was not met.

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Our Articles of Incorporation also permit us to provide the same indemnification and advancement of expenses that we are permitted to provide to directors and officers to any person who served an employee or agent of our company or an employee or agent of the Asset Manager.

Indemnification may reduce the legal remedies available to us and our stockholders against the indemnified individuals. The general effect to our stockholders of any arrangement under which any of our controlling persons, directors or officers are insured or indemnified against liability is a potential reduction in distributions resulting from our payment of premiums associated with insurance policies we maintain or the cost of any indemnification for which we do not have adequate insurance.

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements require that, subject to certain conditions, we indemnify each director and officer to the fullest extent permitted by law against any and all liabilities and expenses to which they may become subject by reason of their service as a director, officer, employee or agent of our company, and that we advance to each director and officer all related expenses incurred by each director or officer in defense of any claim or proceeding without any preliminary determination of the director’s or officer’s entitlement to indemnification; provided, that any amounts advanced will be refunded to us by the indemnified director or officer if it is ultimately determined that they did not meet the standard of conduct necessary for indemnification. The indemnification agreements also require that we maintain directors’ and officers’ liability insurance covering our directors and officers on terms at least as favorable as the policy coverage in place as of the date each indemnification agreement is entered into. Each indemnification agreement may only amended by the mutual written agreement of our company and the director or officer party thereto.

In addition to the indemnification agreements described above, we have also purchased and maintain directors’ and officers’ liability insurance covering that insures both us and our directors and officers against exposure and liability normally insured against under such policies, including exposure to liabilities of the type addressed by the indemnity provisions described above.

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Item 13. Financial Statements and Supplementary Data.

See “Index to Financial Statements” on page F-1 of this Form 10.

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Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

On June 23, 2016, we mutually agreed with Ernst & Young LLP (“EY”) to the cessation of the client-auditor relationship of EY as our independent registered public accounting firm, effective as of June 23, 2016. The decision to terminate EY as our independent registered public accounting firm was approved by the Audit Committee (the “Audit Committee”) of our board of directors.

The report of EY, dated April 18, 2016, with respect to our consolidated balance sheets as of December 31, 2015 and 2014, the related consolidated statements of income, changes in equity and cash flows for the year ended December 31, 2015 and 2014 and the related notes thereto, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2015 and 2014, and through June 23, 2016, we had no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure with EY, which disagreements, if not resolved to the satisfaction of EY, would have caused EY to make reference thereto in EY’s reports on our consolidated financial statements. During the fiscal years ended December 31, 2015 and 2014 and through June 23, 2016 there have been no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K promulgated by the SEC. We have provided EY with a copy of the disclosure under this Item 14 and have requested that EY furnish us with a letter addressed to the SEC stating whether or not it agrees with the above statements (the “EY Letter”). A copy of the EY Letter, dated April 24, 2017, is filed as Exhibit 16.1 to this Form 10.

On June 23, 2016, the Audit Committee approved the engagement of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending December 31, 2016. During the two most recent fiscal years and through the date of our engagement of Deloitte, we did not consult with Deloitte regarding either (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on its financial statements, or (2) any matter that was either the subject of a disagreement (as defined in Regulation S-K Item 304(a)(1)(iv)) or a reportable event (as defined in Regulation S-K Item 304(a)(1)(v)). Prior to our engagement of Deloitte, Deloitte did not provide us with either written or oral advice that was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue.

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Item 15. Financial Statements and Exhibits.

Financial Statements

See “Index to Financial Statements and Schedule” on page F-1 of this Form 10.

Exhibits

No.	Description
3.1	Articles of Incorporation of Broadstone Net Lease, Inc.
3.2	Amended and Restated Bylaws of Broadstone Net Lease, Inc.
4.1	Broadstone Net Lease, Inc. Distribution Reinvestment Plan
4.2	Broadstone Net Lease, Inc. Share Redemption Program
10.1	Amended and Restated Asset Management Agreement, dated February 8, 2013, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC and Broadstone Asset Management, LLC
10.2	Second Amended and Restated Property Management Agreement, dated December 31, 2007, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC and Broadstone Real Estate, LLC
10.3	Amendment No. 1 to Amended and Restated Asset Management Agreement, dated June 30, 2015, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC and Broadstone Asset Management, LLC
10.4	Amendment No. 1 to Second Amended and Restated Property Management Agreement, dated June 30, 2015, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC and Broadstone Real Estate, LLC
10.5	Credit Agreement, dated October 2, 2012, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, Manufacturers and Traders Trust Company, as administrative agent, and the lenders party thereto (the “Credit Agreement”)
10.6	First Amendment to Credit Agreement, dated as of June 27, 2014, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, Manufacturers and Traders Trust Company, as administrative agent, and the lenders party thereto
10.7	Second Amendment to Credit Agreement, dated as of December 22, 2014, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, Manufacturers and Traders Trust Company, as administrative agent, and the lenders party thereto
10.8	Third Amendment to Credit Agreement, dated as of November 6, 2015, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, Manufacturers and Traders Trust Company, as administrative agent, and the lenders party thereto
10.9	Fourth Amendment to Credit Agreement, dated as of June 30, 2016, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, Manufacturers and Traders Trust Company, as administrative agent, and the lenders party thereto
10.10	Fifth Amendment to Credit Agreement, dated as of December 23, 2016, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, Manufacturers and Traders Trust Company, as administrative agent, and the lenders party thereto
10.11	Sixth Amendment to Credit Agreement, dated as of March 23, 2017, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, Manufacturers and Traders Trust Company, as administrative agent, and the lenders party thereto
10.12	Term Loan Agreement, dated May 24, 2013, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC and Regions Bank (“Regions Term Loan Agreement”)

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No.	Description
10.13	First Amendment to Regions Term Loan Agreement, dated as of October 11, 2013, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC and Regions Bank, as administrative agent, and the lenders party thereto
10.14	Second Amendment to Regions Term Loan Agreement, dated as of November 6, 2015, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, Regions Bank, as administrative agent, and the lenders party thereto
10.15	Third Amendment to Regions Term Loan Agreement, dated as of June 30, 2016, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, Regions Bank, as administrative agent, and the lenders party thereto
10.16	Fourth Amendment to Regions Term Loan Agreement, dated as of December 23, 2016, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, Regions Bank, as administrative agent, and the lenders party thereto
10.17	Term Loan Agreement, dated November 6, 2015, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, SunTrust Bank, as administrative agent, and the lenders party thereto (“SunTrust Term Loan Agreement”)
10.18	First Amendment to SunTrust Term Loan Agreement, dated as of June 30, 2016, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, SunTrust Bank, as administrative agent, and the lenders party thereto
10.19	Second Amendment to SunTrust Term Loan Agreement, dated as of December 23, 2016, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, SunTrust Bank, as administrative agent, and the lenders party thereto
10.20	Guaranty, dated October 2, 2012, by Broadstone Net Lease, Inc. and Broadstone Net Lease, LLC in favor of Manufacturers and Traders Trust Company, as administrative agent, and the lenders party to the Credit Agreement
10.21	Guaranty, dated May 24, 2013, by Broadstone Net Lease, Inc. and Broadstone Net Lease, LLC in favor of Regions Bank, as administrative agent, and the lenders party to the Regions Term Loan Agreement
10.22	Guaranty, dated November 6, 2015, by Broadstone Net Lease, Inc. and Broadstone Net Lease, LLC in favor of SunTrust Bank, as administrative agent, and the lenders party to the SunTrust Term Loan Agreement
10.23	Note and Guaranty Agreement, dated March 16, 2017, for 4.84% Guaranteed Senior Notes due April 18, 2027, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, and the purchasers party thereto
10.24	Director Compensation and Stock Ownership Policy, effective as of January 1, 2017
10.25	Form of Indemnification Agreement, between Broadstone Net Lease, Inc. and each of its officers and directors
16.1	Letter of Ernst & Young LLP dated April 24, 2017
21.1	List of Subsidiaries of Broadstone Net Lease, Inc.

99

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

BROADSTONE NET LEASE, INC.

/s/ Christopher J. Czarnecki

Name: Christopher J. Czarnecki

Title: Chief Executive Officer

Date: April 24, 2017

Broadstone Net Lease, Inc. and Subsidiaries

Consolidated Financial Statements

Years Ended December 31, 2016, 2015, and 2014

Contents

Reports of Independent Registered Accounting Firms	F-1
Consolidated Financial Statements
Consolidated Balance Sheets	F-3
Consolidated Statements of Income and Comprehensive Income	F-4
Consolidated Statements of Stockholders’ Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7
Schedule III –  Real Estate Assets and Accumulated Depreciation	F-38

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of Broadstone Net Lease, Inc.

Rochester, New York

We have audited the accompanying consolidated balance sheet of Broadstone Net Lease, Inc. and subsidiaries (the “Company”) as of December 31, 2016, and the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for the year then ended. Our audit also included the financial statement schedules listed in the Index at Item 15. These consolidated financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedules based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Broadstone Net Lease, Inc. and subsidiaries as of December 31, 2016, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Deloitte & Touche LLP

Rochester, New York

April 24, 2017

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Broadstone Net Lease, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Broadstone Net Lease, Inc. and Subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of income and comprehensive income, stockholder’s equity and cash flows for each of the two years in the period ended December 31, 2015. Our audits also included the information for the years ended December 31, 2015 and 2014 contained in the financial statement schedule listed in the Index at Item 15. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Broadstone Net Lease, Inc. and Subsidiaries at December 31, 2015 and 2014, and the consolidated results of their operations and their cash flows for each of the two years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the information contained in the related financial statement schedule for the years ended December 31, 2015 and 2014, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

Rochester, New York

April 24, 2017

F-2

Broadstone Net Lease, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

	December 31,
	2016			2015
Assets
Accounted for using the operating method, net of accumulated depreciation	$	1,637,700		$	1,236,344
Accounted for using the direct financing method		47,271			46,811
Investment in rental property, net		1,684,971			1,283,155
Cash and cash equivalents		21,635			27,050
Restricted cash		1,468			87
Accrued rental income		36,577			23,652
Tenant and other receivables, net		355			569
Tenant and capital reserves		767			675
Prepaid expenses and other assets		260			472
Notes receivable		6,527			—
Investment in related party		10,000			10,000
Interest rate swap, assets		9,598			387
Intangible lease assets, net		168,121			107,745
Debt issuance costs – unsecured revolver, net		446			890
Leasing fees, net		11,329			9,225
Total assets	$	1,952,054		$	1,463,907
Liabilities and equity
Mortgage and notes payable, net	$	106,686		$	99,462
Unsecured term notes, net		657,891			562,103
Unsecured revolver		102,000			—
Interest rate swap, liabilities		10,217			14,777
Accounts payable and other liabilities		17,396			5,510
Due to related parties		364			281
Tenant improvement allowances		9,490			1,697
Accrued interest payable		1,602			1,415
Stock redemption payable		—			1,041
Intangible lease liabilities, net		47,871			29,676
Total liabilities		953,517			715,962
Commitments and contingencies (See Note 18)
Equity
Broadstone Net Lease, Inc. stockholder’s equity:
Preferred stock, $.001 par value; 20,000 shares authorized, no shares issued or outstanding		—			—
Common stock, $.001 par value; 80,000 shares authorized, 15,158 and 11,483 shares issued and outstanding as of December 31, 2016 and 2015, respectively		15			11
Additional paid-in capital		1,009,431			738,909
Subscriptions receivable		(9,790	)		(1,506	)
Cumulative distributions in excess of retained earnings		(89,960	)		(56,911	)
Accumulated other comprehensive income (loss)		2,092			(10,340	)
Total Broadstone Net Lease, Inc. stockholders’ equity		911,788			670,163
Non-controlling interests		86,749			77,782
Total equity		998,537			747,945
Total liabilities and equity	$	1,952,054		$	1,463,907

The accompanying notes to the consolidated financial statements are an integral part of these consolidated statements.

F-3

Broadstone Net Lease, Inc. and Subsidiaries

Consolidated Statements of Income and Comprehensive Income

(in thousands, except per share amounts)

	Year Ended December 31,
	2016			2015			2014
Revenues
Rental income from operating leases	$	133,943		$	89,875		$	61,980
Earned income from direct financing leases		4,544			4,075			3,828
Operating expenses reimbursed from tenants		4,173			3,538			2,243
Other income from real estate transactions		209			598			101
Total revenues		142,869			98,086			68,152
Operating expenses
Depreciation and amortization		46,321			29,387			19,475
Asset management fees		10,955			7,042			4,441
Property management fees		3,939			2,697			1,903
Acquisition expenses		10,880			9,947			4,675
Property and operating expense		3,900			3,384			1,909
General and administrative		2,790			3,116			1,925
State and franchise tax		446			130			186
Asset impairment		—			—			1,634
Total operating expenses		79,231			55,703			36,148
Operating income		63,638			42,383			32,004
Other income (expenses)
(Cost) gain of debt extinguishment		(133	)		1,213			(422	)
Preferred distribution income		713			350			—
Interest income		88			—			—
Gain on stock transfer		—			262			—
Interest expense		(29,963	)		(22,605	)		(18,058	)
Gain (loss) on sale of real estate		5,925			(713	)		3,639
Net income		40,268			20,890			17,163
Net income attributable to non-controlling interests		(3,914	)		(1,603	)		(1,388	)
Net income attributable to Broadstone Net Lease, Inc.	$	36,354		$	19,287		$	15,775
Weighted average number of common shares outstanding
Basic		13,178			8,989			6,100
Diluted		14,597			9,736			6,637
Net Earnings per common share
Basic and diluted	$	2.76		$	2.15		$	2.59
Comprehensive income
Net income	$	40,268		$	20,890		$	17,163
Other comprehensive income
Change in fair value of interest rate swaps		13,771			(3,362	)		(10,287	)
Comprehensive income		54,039			17,528			6,876
Comprehensive income attributable to non-controlling interests		(5,253	)		(1,345	)		(556	)
Comprehensive income attributable to Broadstone Net Lease, Inc.	$	48,786		$	16,183		$	6,320

The accompanying notes to the consolidated financial statements are an integral part of these consolidated statements.

F-4

Broadstone Net Lease, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

(in thousands)

	Common Stock		Additional Paid-in Capital			Subscriptions Receivable			Cumulative Distributions in Excess of Retained Earnings			Accumulated Other Comprehensive (Loss)/Income			Non-controlling Interests			Total
Balance, January 1, 2014	$	5	$	306,560		$	(522	)	$	(18,557	)	$	2,219		$	28,401		$	318,106
Net income		—		—			—			15,775			—			1,388			17,163
Issuance of 1,552 shares of common stock, net		2		105,647			(385	)		—			—			—			105,264
Other offering costs		—		(463	)		—			—			—			—			(463	)
Issuance of membership units		—		—			—			—			—			—			—
Distributions declared ($0.37 per share – January through March 2014, $0.39 share April through December 2014)		—		—			—			(31,565	)		—			(3,009	)		(34,574	)
Change in fair value of interest rate swap agreements		—		—			—			—			(9,455	)		(832	)		(10,287	)
Redemption of 15 shares of common stock		—		(1,028	)		—			—			—			—			(1,028	)
Adjustment of non-controlling interests		—		(2,174	)		—			—			—			2,174			—
Balance, December 31, 2014		7		408,542			(907	)		(34,347	)		(7,236	)		28,122			394,181
Net income		—		—			—			19,287			—			1,603			20,890
Issuance of 4,535 shares of common stock, net		4		330,390			(599	)		—			—			—			329,795
Other offering costs		—		(1,796	)		—			—			—			—			(1,796	)
Issuance of 793 membership units		—		—			—			—			—			57,583			57,583
Distributions declared ($0.39 per share January 2015, $0.405 per share February through December 2015)		—		—			—			(41,851	)		—			(3,420	)		(45,271	)
Change in fair value of interest rate swap agreements		—		—			—			—			(3,104	)		(258	)		(3,362	)
Redemption of 43 shares of common stock		—		(3,054	)		—			—			—			—			(3,054	)
Cancellation of 14 shares of common stock		—		(1,021	)		—			—			—			—			(1,021	)
Adjustment of non-controlling interests		—		5,848			—			—			—			(5,848	)		—
Balance, December 31, 2015		11		738,909			(1,506	)		(56,911	)		(10,340	)		77,782			747,945
Net income		—		—			—			36,354			—			3,914			40,268
Issuance of 3,784 shares of common stock, net		4		284,062			(8,284	)		—			—			—			275,782
Other offering costs		—		(1,310	)		—			—			—			—			(1,310	)
Issuance of 97 membership units		—		—			—			—			—			7,190			7,190
Distributions declared ($0.405 per share January and February 2016, $0.41 per share March through December 2016)		—		—			—			(69,403	)		—			(7,552	)		(76,955	)
Change in fair value of interest rate swap agreements		—		—			—			—			12,432			1,339			13,771
Redemption of 109 shares of common stock		—		(8,154	)		—			—			—			—			(8,154	)
Adjustment of non-controlling interests		—		(4,076	)		—			—			—			4,076			—
Balance, December 31, 2016	$	15	$	1,009,431		$	(9,790	)	$	(89,960	)	$	2,092		$	86,749		$	998,537

The accompanying notes to the consolidated financial statements are an integral part of these consolidated statements.

F-5

Broadstone Net Lease, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

	Year Ended December 31,
	2016			2015			2014
Operating activities
Net income	$	40,268		$	20,890		$	17,163
Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities:
Depreciation and amortization including intangibles associated with investment in rental property		45,839			28,819			19,197
Amortization of debt issuance costs charged to interest expense		1,626			1,181			761
Straight-line rent and financing lease adjustments		(13,847	)		(7,593	)		(6,062	)
Cost (gain) of debt extinguishment		81			(1,213	)		422
Asset impairment		—			—			1,634
(Gain) loss on sale of real estate		(5,925	)		713			(3,639	)
Gain on stock transfer		—			(262	)		—
Other non-cash items		405			297			222
Leasing fees paid		(2,932	)		(4,411	)		(1,765	)
Changes in assets and liabilities:
Tenant and other receivables		214			(1,280	)		(15	)
Prepaid expenses and other assets		212			88			47
Accounts payable and other liabilities		1,060			887			5,286
Accrued interest payable		188			500			(478	)
Net cash provided by operating activities		67,189			38,616			32,773
Investing activities
Acquisition of rental property accounted for using the operating method, net of mortgages and notes assumed of $-0- in 2016 and 2015, $13,408 in 2014		(500,061	)		(484,657	)		(220,012	)
Acquisition of rental property accounted for using the direct financing method		(544	)		(7,189	)		(3,100	)
Capital expenditures and improvements		(1,938	)		(10,560	)		(215	)
Issuance of notes receivable		(2,827	)		—			—
Proceeds from disposition of rental property, net		34,890			17,962			28,841
Increase in tenant and capital reserves		(93	)		(175	)		(24	)
(Increase) decrease in restricted cash		(1,381	)		4,150			(4,065	)
Net cash used in investing activities		(471,954	)		(480,469	)		(198,575	)
Financing activities
Proceeds from issuance of common stock, net		246,453			299,657			91,844
Redemptions of common stock		(8,154	)		(3,054	)		(1,028	)
Borrowings on mortgages and notes payable and unsecured term notes, net of mortgages and notes assumed of $-0- in 2016 and 2015, $13,408 in 2014		114,000			280,000			85,000
Principal payments on mortgages and notes payable		(11,387	)		(5,712	)		(59,578	)
Borrowings on unsecured revolver		308,500			332,000			107,000
Repayments on unsecured revolver		(206,500	)		(408,500	)		(42,500	)
Cash distributions paid to stockholders		(35,731	)		(23,805	)		(18,831	)
Cash distributions paid to non-controlling interests		(6,967	)		(3,421	)		(3,010	)
Debt issuance costs paid		(864	)		(2,390	)		(1,998	)
Net cash provided by financing activities		399,350			464,775			156,899
Net (decrease) increase in cash and cash equivalents		(5,415	)		22,922			(8,903	)
Cash and cash equivalents at beginning of year		27,050			4,128			13,031
Cash and cash equivalents at end of year	$	21,635		$	27,050		$	4,128

The accompanying notes to the consolidated financial statements are an integral part of these consolidated statements.

F-6

Broadstone Net Lease, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (in thousands)

December 31, 2016, 2015 and 2014

1. Business Description

Broadstone Net Lease, Inc. (the “Corporation” or “Company”) is a Maryland corporation formed on October 18, 2007, that elected to be taxed as a REIT commencing with the taxable year ended December 31, 2008. The Company focuses on investing in income-producing, net leased commercial properties. The Company leases properties to retail, healthcare, industrial, and other commercial businesses under long-term lease agreements. Properties are generally leased on a triple-net basis such that tenants pay all operating expenses relating to the property, including, but not limited to, property taxes, insurance, maintenance, repairs, and capital costs, during the lease term. As of December 31, 2016, the Company owned a diversified portfolio of 417 individual net leased commercial properties located in 37 states throughout the continental United States.

Broadstone Net Lease, LLC, or the Operating Company, is the entity through which the Company conducts its business and owns (either directly or through subsidiaries) all of the Company’s properties. At December 31, 2016, 2015 and 2014, the Company owned economic interests of 91.4%, 89.6% and 92.9%, respectively, in the Operating Company. The Company is also the sole managing member of the Operating Company. The remaining interests are held by members who acquired their interest by contributing property to the Operating Company in exchange for membership units of the Operating Company as described in Note 12.

The Company operates under the direction of its board of directors, which is responsible for the management and control of the Company’s affairs. The Company is externally managed and its board of directors has retained Broadstone Asset Management, LLC (BAM) to manage the day-to-day affairs and to implement the Company’s investment strategy, and the Company’s sponsor, Broadstone Real Estate, LLC (BRE), to provide certain property management services for the Company’s properties, subject to the board of directors’ direction, oversight, and approval. BAM is a wholly-owned subsidiary of BRE and all of the Company’s officers are employees of BRE. Accordingly, both BRE and BAM are related parties of the Company. Refer to Note 3 for further discussion over related parties and related party transactions.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The Consolidated Financial Statements include the accounts and operations of the Corporation, the Operating Company and its consolidated subsidiaries, all of which are wholly-owned by the Operating Company, collectively the Company (the Company). All intercompany balances and transactions have been eliminated in consolidation.

To the extent the Corporation has a variable interest in entities that are not evaluated under the variable interest entity (VIE) model, the Corporation evaluates its interests using the voting interest entity model. The Corporation holds a 91.4% interest in the Operating Company and is the sole managing member which gives the Corporation exclusive and complete responsibility for the day-to-day management, authority to make decisions, and control of the Operating Company. Through consideration of new consolidation guidance effective for the Corporation as of January 1, 2016, it has been concluded that the Operating Company is a VIE as the limited members in the Operating Company do not possess kick-out rights or substantive participating rights. Accordingly, the Corporation consolidates its interest in the Operating Company. However, as the Corporation holds the majority voting interest in the Operating Company, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs.

The portion of the Operating Company not owned by the Corporation is presented as non-controlling interests as of and during the periods presented.

F-7

Basis of Accounting

The Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP).

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include, but are not limited to the allocation of purchase price between investment in rental property and intangible assets acquired and liabilities assumed, the value of long-lived assets, the depreciable lives of rental property, the amortizable lives of intangible assets and liabilities, the allowance for doubtful accounts, the fair value of assumed debt and notes payables, the fair value of the Company’s interest rate swap agreements and the determination of any uncertain tax positions. Accordingly, actual results may differ from those estimates.

Investment in Rental Property

Rental property accounted for under operating leases are recorded at cost. Rental property accounted for under direct financing leases are recorded at its net investment (which at the inception of the lease generally represents the cost of the property).

Acquisitions of rental properties are accounted for utilizing the acquisition method and, accordingly, are recorded at the estimated fair value of the assets acquired and liabilities assumed. As our acquisitions meet the definition of a business, acquisition expenses are recognized as an expense at the time of acquisition. The results of operations of acquired properties are included in the Consolidated Statements of Income and Comprehensive Income from the respective date of acquisition. The fair value of rental property acquired with in-place leases is allocated to tangible assets, consisting of land and land improvements, buildings, and equipment, and identifiable intangible assets acquired and liabilities assumed, including the value of in-place leases and acquired above-market and below-market leases. Estimated fair value determinations are based on management’s judgment, which considers various factors including real estate market conditions, industry conditions that the tenant operates in, and characteristics of the real estate and/or real estate appraisals.

The fair value of the tangible assets of an acquired property is determined by valuing the property as if it were vacant. The as-if-vacant value is then allocated to land and land improvements, buildings, and equipment based on comparable sales and other relevant information with respect to the property as estimated by management. Specifically, the “if vacant” value of the buildings and equipment was calculated using an income approach. Assumptions used in the income approach to value the buildings include: capitalization and discount rates, lease-up time, market rents, make ready costs, land value, and land improvement value.

The estimated fair value of acquired in-place leases are the costs that the Company would have had to incur to lease the properties to the occupancy level of the properties at the date of acquisition. Such costs include the fair value of leasing commissions and other operating costs that would have been incurred to lease the properties, had they been vacant, to their acquired occupancy level. Acquired in-place leases as of the date of acquisition are amortized over the remaining non-cancellable lease terms of the respective leases to amortization expense.

Acquired above-market and below-market lease values are recorded based on the present value (using an interest rate that reflects the risks associated with the lease acquired) of the differences between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market value lease rates at the time of acquisition for the corresponding in-place leases. The capitalized above-market and below-market lease values are amortized as adjustments to rental income over the remaining term of the respective leases.

F-8

Should a tenant terminate its lease, the unamortized portion of the in-place lease value is charged to amortization expense and the unamortized portion of above-market or below-market lease value is charged to rental income.

Management estimates the fair value of assumed mortgages and notes payable based upon indications of then-current market pricing for similar types of debt with similar maturities. Assumed mortgages and notes payable are initially recorded at their estimated fair value as of the assumption date, and the difference between such estimated fair value and the notes outstanding principal balance is amortized to interest expense over the remaining term of the debt.

Expenditures for significant betterments and improvements are capitalized. Maintenance and repairs are charged to expense when incurred. Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized. Real estate taxes, interest costs, and leasing and development costs incurred during construction periods are capitalized. Capitalization is based on qualified expenditures and interest rates. Capitalized real estate taxes, interest costs, and leasing and development costs are amortized over lives which are consistent with the related assets. There was no capitalized interest or real estate taxes during the years ended December 31, 2016, 2015 and 2014.

Real Estate Impairment Charges

The Company reviews long-lived assets to be held and used for possible impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. If such events or changes in circumstances are present, an impairment exists to the extent the carrying value of the asset or asset group exceeds the sum of the undiscounted cash flows expected to result from the use of the asset or asset group and its eventual disposition. For purposes of evaluating long-lived assets for impairment, the Company treats each individual property as an asset group. Such cash flows include factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. An impairment loss is measured as the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group.

Inputs used in establishing fair value for real estate assets generally fall within Level 3 of the fair value hierarchy, which are characterized as requiring significant judgment as little or no current market activity may be available for validation. The valuation of impaired assets is determined using widely accepted valuation techniques including discounted cash flow analysis, income capitalization, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties. The Company may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate.

During the year ended December 31, 2014, the Company recognized an impairment charge on real estate assets of $1,634. No impairment charges were recognized during the years ended December 31, 2016 and 2015. The impairment charge is classified within earnings from operations in the Consolidated Statements of Income and Comprehensive Income. The impairment indicator resulted from non-payment of past due rental amounts which led to concerns over the tenant’s future viability. In determining the fair value of the real estate assets at June 30, 2014, the date of measurement, the Company utilized a direct capitalization rate of 18% and a rental growth rate of 2%, both of which are Level 3 inputs.

Investment in Related Party

Investment in related party relates to a non-voting, preferred unit investment in BRE. Income on our investment is recognized based on the stated preferred rate of return. Such amounts are included as a component of other income (expense) in the Consolidated Statements of Income and Comprehensive Income.

F-9

Sales of Real Estate

Real estate sales are recognized whenever (1) a sale is consummated, (2) the buyer has demonstrated an adequate commitment to pay for the property, (3) our receivable is not subject to future subordination, and (4) we have transferred the risks and rewards of ownership to the buyer and do not have continuing involvement. Unless all conditions are met, recognition of all or a portion of the profit is deferred. Commencing with the year ended December 31, 2014, the Company adopted new accounting guidance that changed the accounting for discontinued operations such that only disposals of properties representing a strategic shift in operations are reported as discontinued operations. Those strategic shifts would need to have a major effect on the Company’s operations and financial results in order to meet the definition. For the years ended December 31, 2016, 2015 and 2014, the Company did not have property dispositions that qualified as discontinued operations.

Depreciation

Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which are as follows:

Land improvements	15 years
Buildings and other improvements	39 years
Equipment	7 years

Depreciation expense incurred was $37,976, $25,038 and $17,576 for the years ended December 31, 2016, 2015 and 2014, respectively.

Cash Equivalents

Cash equivalents consist of highly liquid investments with an original maturity at date of acquisition of three months or less, including money market funds. The Company estimates that the fair value of cash equivalents approximates the carrying value due to the relatively short maturity of these instruments.

Restricted Cash

Restricted cash includes escrow funds the Company maintains pursuant to the terms of certain mortgages and notes payable, and undistributed proceeds from the sale of properties under Section 1031 of the Internal Revenue Code.

Revenue Recognition

At the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. A lease arrangement is classified as an operating lease if none of the following criteria are met: (i) ownership transfers to the lessee prior to or shortly after the end of the lease term, (ii) lessee has a bargain purchase option during or at the end of the lease term, (iii) the lease term is greater than or equal to 75% of the underlying property’s estimated useful life, or (iv) the present value of the future minimum lease payments (excluding executory costs) is greater than or equal to 90% of the fair value of the leased property. If one or more of these criteria are met, and the minimum lease payments are determined to be reasonably predictable and collectible, the lease arrangement is generally accounted for as a direct financing lease.

Revenue recognition methods for operating leases and direct financing leases are described below:

Rental property accounted for under operating leases – Revenue is recognized as rents are earned on a straight-line basis over the non-cancelable terms of the related leases. In most cases, revenue recognition under operating leases begin when the lessee takes possession of, or controls, the physical use of the leased

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asset. Generally, this occurs on the lease commencement date. For leases that have fixed and measurable rent escalations, the difference between such rental income earned and the cash rent due under the provisions of the lease is recorded as accrued rental income on the Consolidated Balance Sheets.

Rental property accounted for under direct financing leases – The Company utilizes the direct finance method of accounting to record direct financing lease income. For a lease accounted for as a direct financing lease, the net investment in the direct financing lease represents receivables for the sum of future minimum lease payments and the estimated residual value of the leased property, less the unamortized unearned income. Unearned income is deferred and amortized into income over the lease terms so as to produce a constant periodic rate of return on the Company’s net investment in the leases.

Rent Received in Advance, Tenant and Other Receivables and Allowance for Doubtful Accounts

Rent received in advance represents tenant payments received prior to its contractual due date and is included in accounts payable and other liabilities on the Consolidated Balance Sheets. Rents received in advance was $7,566 and $2,730 at December 31, 2016 and 2015, respectively.

Management periodically reviews the sufficiency of the allowance for doubtful accounts, taking into consideration its historical losses and existing economic conditions, and makes adjustments to the allowance as it considers necessary. Uncollected tenant receivables are written off against the allowance when all possible means of collection have been exhausted. The following table summarizes the changes in the allowance for doubtful accounts:

(in thousands)
Type of Fee	2016			2015			2014
Balance as of January 1,	$	262		$	631		$	263
Provision for doubtful accounts		67			647			420
Write-offs		(6	)		(1,016	)		(52	)
Balance as of December 31,	$	323		$	262		$	631

Notes Receivable

Balances in notes receivable represent interest only loans to third parties secured by the real estate assets of the obligors. A related party of the Company, BRE performs property management functions for each of the loan holders. Management evaluates the creditworthiness of each borrower prior to entering into loan agreements. Further, management periodically reviews the notes receivable for collectability based on historical experience, continued review of creditworthiness, and other relevant factors. Based on these factors, management considers all notes receivable to be fully collectible at December 31, 2016. Therefore, no allowance for doubtful notes receivable has been reflected in the Consolidated Financial Statements. Interest income on the notes receivable is recognized as it is earned in accordance with the applicable loan agreement and is included as a component of other income (expense) in the Consolidated Statements of Income and Comprehensive Income.

Tenant and Capital Reserves

The terms of one of the Company’s operating leases requires the establishment of a tenant and capital reserve. Under the tenant reserve requirement, amounts are deposited into an escrow account, to be used to fund certain costs to maintain the rental property. The balance of the tenant reserve was $480 and $437 at December 31, 2016 and 2015, respectively.

Under the capital reserve lease requirement, the tenant is required to pay additional amounts to fund capital improvements, replacements, and repairs made to the property. The balance of the capital reserve was $287 and $238 at December 31, 2016 and 2015, respectively. The company has no obligation to fund capital improvements beyond these reserve balances.

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Debt Issuance Costs

In April 2015, the Financial Accounting Standards Boards (FASB) issued Accounting Standards Update (ASU) 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the liability, consistent with debt discounts. The Company adopted the guidance in ASU 2015-03 during the year ended December 31, 2016, on a retrospective basis.

As a result of the implementation of ASU 2015-03, on a retrospective basis, the Company reclassified debt issuance costs on the Consolidated Balance Sheet for the year ended December 31, 2015 as follows:

(in thousands)	2015
Assets
Debt issuance costs, net	$	(3,537	)
Liabilities
Mortgage and notes payable		640
Unsecured term notes		2,897

Debt issuance costs – Unsecured revolver – Debt issuance costs incurred in connection with the Company’s unsecured revolver have been deferred and are being amortized over the term of the loan commitment using the straight-line method, which approximates the effective interest method. In accordance with ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line of Credit Arrangements, the Company has recorded debt issuance costs associated with the unsecured revolver as an asset on the Consolidated Balance Sheets. At December 31, 2016 and 2015, the Company had $2,386 and $2,366 of debt issuance costs, net of accumulated amortization of $1,940 and $1,476, respectively.

Debt issuance costs – Mortgage and notes payable – Debt issuance costs incurred in connection with the Company’s mortgages and notes payable have been deferred and are being amortized over the term of the respective loan commitment using the straight-line method, which approximates the effective interest method and are recorded in Mortgage and notes payable on the Consolidated Balance Sheets. At December 31, 2016 and 2015, the Company had $1,291 and $1,145 of debt issuance costs, net of accumulated amortization of $453 and $505, respectively.

Debt issuance costs – Unsecured term notes – Debt issuance costs incurred in connection with the Company’s unsecured term notes have been deferred and are being amortized over the term of the respective loan commitment using the straight-line method, which approximates the effective interest method and are recorded in Unsecured term notes on the Consolidated Balance Sheets. At December 31, 2016 and 2015, the Company had $3,641 and $4,083 of debt issuance costs, net of accumulated amortization of $1,532 and $1,186, respectively.

Leasing Fees

Leasing fees represent costs incurred to lease properties to tenants and are being amortized using the straight-line method over the term of the lease to which they relate, which range from 10 to 29 years.

Derivative Instruments

The Company uses interest rate swap agreements to manage risks related to interest rate movements. The interest rate swap agreements, designated and qualifying as cash flow hedges, are reported at fair value. The gain or loss on the effective portion of the hedge initially is included as a component of other comprehensive income or loss and is subsequently reclassified into earnings when interest payments on the related debt is incurred and as the swap net settlements occur. If and when there is ineffectiveness realized on a swap agreement, the Company recognizes the ineffectiveness as a component of interest expense in the period incurred. The Company

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documents its risk management strategy and hedge effectiveness at the inception of and during the term of each hedge. The Company’s interest rate risk management strategy is intended to stabilize cash flow requirements by maintaining interest rate swap agreements to convert certain variable-rate debt to a fixed rate.

Non-controlling Interests

Non-controlling interests represents the membership interests held in the Operating Company of 8.6%, 10.4% and 7.1% at December 31, 2016, 2015 and 2014, respectively, which are accounted for as a separate component of equity.

The Company periodically adjusts the carrying value of non-controlling interests to reflect its share of the book value of the Operating Company. Such adjustments are recorded to additional paid-in capital as a reallocation of non-controlling interests in the accompanying Consolidated Statements of Stockholders’ Equity.

Subscriptions Receivable

The subscriptions receivable is related to shares issued to the Company’s shareholders for which the proceeds have not yet been received solely due to the fact of timing of transfers from the escrow agent holding the funds. The receivables have been fully collected during the following month after the balance sheet date of the Consolidated Financial Statements.

Segment Reporting

The Company currently operates in a single reportable segment, which includes the acquisition, leasing, and ownership of net leased properties. The Company’s chief operating decision maker, the Company’s executive committee, assesses, measures and reviews the operating and financial results at the consolidated level for the entire portfolio and, therefore, each property or property type is not considered an individual operating segment. The Company does not evaluate the results of operations based on geography, size, or type.

Fair Value Measurements

Accounting Standards Codification (ASC) 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The standard describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices that are available in active markets for identical assets or liabilities. The types of financial instruments included in Level 1 are marketable, available-for-sale equity securities that are traded in an active exchange market.

Level 2 – Pricing inputs other than quoted prices in active markets, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Instruments included in this category are derivative contracts whose value is determined using a pricing model with inputs (such as yield curves and credit spreads) that are observable in the market or can be derived principally from or corroborated by observable market data.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 includes assets and liabilities whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

F-13

The balances of financial instruments measured at fair value on a recurring basis as of December 31, 2016 and 2015 are as follows (see Note 11):

	December 31, 2016
(in thousands)	Total			Level 1		Level 2			Level 3
Interest rate swaps, assets	$	9,598		$	—	$	9,598		$	—
Interest rate swap, liabilities		(10,217	)		—		(10,217	)		—
	$	(619	)	$	—	$	(619	)	$	—
	December 31, 2015
	Total			Level 1		Level 2			Level 3
Interest rate swaps, assets	$	387		$	—	$	387		$	—
Interest rate swap, liabilities		(14,777	)		—		(14,777	)		—
	$	(14,390	)	$	—	$	(14,390	)	$	—

Interest rate swaps are derivative instruments that have no quoted readily available Level 1 inputs, and therefore are measured at fair value using inputs that are directly observable in active markets and are classified within Level 2 of the valuation hierarchy, using an income approach. Specifically, the fair value of the interest rate swaps are determined using a discounted cash flow analysis on the expected future cash flows of each instrument. This analysis utilizes observable market data including forward yields curves and implied volatilities to determine the market’s expectation of the future cash flows of the variable component. The fixed and variable components of the interest rate swaps are then discounted using calculated discount factors developed based on the London Interbank Offered Rate (LIBOR) swap rate and are aggregated to arrive at a single valuation for the period. The Company also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Although the Company has determined that the majority of the inputs used to value its interest rate swaps fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its interest rate swaps utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2016 and 2015, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation. As a result, the Company has determined that its interest rate swap valuations on their entirety are appropriately classified within Level 2 of the fair value hierarchy.

The Company has estimated that the carrying amount reported on the Consolidated Balance Sheets for cash and cash equivalents, restricted cash, tenant and other receivables, notes receivable, and accounts payable and other liabilities approximates their fair values due to their short term nature.

The fair value of the Company’s debt was estimated using Level 2 and Level 3 inputs based on recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current LIBOR, US treasury obligation interest rates and on the discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to the approximate current lending rates for loans or groups of loans with similar maturities and assumes that the debt is outstanding through maturity. Market information, as available, or present value techniques were utilized to estimate the amounts required to be disclosed. Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist on specific loans, it is unlikely that the estimated fair value of any such debt could be realized by immediate settlement of the obligation. The fair value of the Company’s mortgage and notes payable, unsecured term notes, and unsecured revolver are estimated to be $873,026 and $667,046 at December 31, 2016 and 2015, as compared to the carrying amount of such debt of $869,524 and $665,102 on the Consolidated Balance Sheets at December 31, 2016 and 2015, respectively.

F-14

The Company did not have any assets measured at fair value on a nonrecurring basis as of December 31, 2016 and 2015. As disclosed under the Real Estate Impairment Charges section of Note 2, the Company’s non-recurring fair value measurements for the year ended December 31, 2014 consisted of the fair value of impaired real estate assets that were determined using Level 3 inputs.

Income Taxes

The Company has made an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the Code), commencing with its taxable year ended December 31, 2008. The Company believes it is organized and operates in such a manner as to qualify for treatment as a REIT and intends to operate in the foreseeable future in such a manner so that it will remain qualified as a REIT for federal income tax purposes. Accordingly, the Company is not subject to federal corporate income tax to the extent its dividends paid equals or exceeds its adjusted taxable income, as defined in the Code.

The Company is subject to state and local income or franchise taxes in certain states in which some of its properties are located and records these taxes as state and franchise tax expense in the accompanying Consolidated Statements of Income and Comprehensive Income when due.

The Company is required to file income tax returns with federal and various state taxing authorities. As of December 31, 2016, the Company’s federal and state income tax returns remain subject to examination by the respective taxing authorities for the 2013 through 2016 tax years.

The Company recognizes and measures uncertain tax positions using a two-step approach. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more-likely-than-not that the position will be sustained upon examination, including resolution of related appeals or litigation processes, if any. In making this assessment, the Company must assume that the taxing authority will examine the income tax position and have full knowledge of all relevant information. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating tax positions and tax benefits, which may require periodic adjustments and which may or may not accurately forecast actual outcomes.

The Company has determined that it has no uncertain tax positions as of December 31, 2016 and 2015 or for the years ended December 31, 2016, 2015, and 2014, which include the tax status of the Company.

Interest and penalties related to income taxes are charged to tax expense during the year in which they are incurred.

Taxes Collected From Tenants and Remitted to Governmental Authorities

Substantially all of the Company’s leases are triple-net, which provide that the lessees are responsible for the payment of all property operating expenses, including property taxes, maintenance and insurance. The Company records such expenses on a net basis. For the years ended December 31, 2016, 2015 and 2014, the Company’s tenants, pursuant to their lease obligations, have made direct payment for property taxes to the taxing authorities of approximately $16,200, $12,000, and $8,600, respectively.

In some situations, the Company may collect property taxes from its tenants and remit those taxes to governmental authorities. Taxes collected from tenants and remitted to governmental authorities are presented on a gross basis, where revenue of $2,004, $1,994 and $1,071 is included in operating expense reimbursed from tenants and expense of $1,933, $1,987, and $1,175 is included in property operating expenses in the accompanying Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2016, 2015 and 2014, respectively.

F-15

Recently Adopted Accounting Standards

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments, which requires that the acquirer in a business combination to recognize in the period any adjustments to provisional amounts that are identified during the measurement period rather than retrospectively accounting for those adjustments. The Company adopted ASU 2015-16 effective January 1, 2016. The adoption of this pronouncement did not have any effect on the Company’s Consolidated Financial Statements.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which makes certain changes to both the variable interest model and the voting model, including changes to (1) the identification of variable interests (fees paid to a decision maker or service provider), (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. ASU 2015-02 is effective for annual periods beginning after December 15, 2015. The Company has adopted the guidance effective January 1, 2016 (see Principals of Consolidation elsewhere within Note 2).

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern, which requires a company’s management to assess the entity’s ability to continue as a going concern for a period of one year after the date the financial statements are issued (or available to be issued) and provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The Company adopted the guidance effective January 1, 2016. The adoption of this pronouncement did not have any effect on the Company’s Consolidated Financial Statements.

Other Recently Issued Accounting Standards

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which changes the definition of a business to exclude acquisitions where substantially all of the fair value of the assets acquired are concentrated in a single identifiable asset or group of similar identifiable assets. Once adopted, the Company expects that most of its acquisitions will be considered asset acquisitions. While there are various differences between accounting for an asset acquisition and a business combination, the Company expects that the largest impact will be the capitalization of acquisition expenses for asset acquisitions which are expensed for business combinations. ASU 2017-01 is effective, on a prospective basis, for interim and annual periods beginning after January 1, 2019, with early adoption permitted.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows – Restricted Cash. ASU 2016-18 requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or cash equivalents. Therefore, amounts generally described as restricted cash and equivalents should be included with cash and cash equivalents when reconciling the beginning and end of period total amounts on the statement of cash flows. Currently, there is no specific guidance to address how to classify or present these changes. ASU 2016-18 is effective, on a retrospective basis, for interim and annual periods beginning after December 15, 2017; with early adoption permitted. The Company is currently assessing the impact that adoption of this guidance will have on its Consolidated Financial Statements and footnote disclosures.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides classification guidance for eight specific topics including debt extinguishment costs, contingent consideration payments made after a business combination, and distributions received from equity method investees. ASU 2016-18 is effective, on a prospective basis, for interim and annual periods beginning after December 15, 2017; with early adoption permitted. The Company is currently assessing the impact that adoption of this guidance will have on its Consolidated Financial Statements and footnote disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize a right-of-use asset and a

F-16

corresponding lease liability, initially measured at the present value of lease payments, for both operating and financing leases. For leases with a term of 12 months or less, lessees will be permitted to make an accounting policy election by class of underlying asset to not recognize lease liabilities and lease assets. Under the new pronouncement, lessor accounting will be largely unchanged from existing GAAP. In adopting the new guidance, companies are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The amendments are effective January 1, 2019, with early adoption permitted. The Company does not have any material leases where we are the lessee and therefore, while the Company anticipates additional disclosure, it does not expect the adoption of this pronouncement to have a material effect on its Consolidated Financial Statements. The Company will, however, continue to evaluate this assessment until the guidance becomes effective.

In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach. Additionally, this guidance requires improved disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09, Revenue from Contracts with Customers, for all entities by one year. With the deferral, ASU 2014-09 is effective January 1, 2018, with early application permitted beginning January 1, 2017. While the Company anticipates additional disclosure, it does not expect the adoption of this pronouncement to have a material effect on the amount or timing of revenue recognized in its Consolidated Financial Statements. The Company expects to adopt the guidance using the modified retrospective approach on January 1, 2018. The Company will, however, continue to evaluate the impact of this guidance until it becomes effective.

Reclassifications

Certain prior year amounts have been reclassified to conform with current year presentation. Specifically, in accordance with the Securities and Exchange Commission (SEC) Rule 5-02.30 of Regulation S-X, the Company has determined that its subscriptions receivables should be recorded as a deduction from stockholders’ equity in the accompanying Consolidated Balance Sheets. Accordingly, the Company has reclassified prior year subscriptions receivables amounts and activity to conform with the SEC reporting requirements. Also, we have separately presented certain amounts within our Consolidated Balance sheets and Consolidated Statements of Cash Flows to conform to the current year presentation.

3. Related-Party Transactions

Property Management Agreement

The Corporation and the Operating Company have entered into a property management agreement (the Property Management Agreement) with BRE, a related party in which certain directors of the Corporation have either a direct or indirect ownership interest. Under the terms of the Property Management Agreement, BRE manages and coordinates certain aspects of the leasing of the Corporation’s rental property.

In exchange for services provided under the Property Management Agreement, BRE is compensated as follows:

(a) 3% of gross rentals collected each month from the rental property for property management services (other than one property which has a separate agreement for 5% of gross rentals); and

(b) Re-leasing fees for existing rental property equal to one month rent for a new lease with an existing tenant and two months’ rent for a new lease with a new tenant.

F-17

In June 2015, the Property Management Agreement was amended to exclude the fees related to the coordination of acquisitions and sales of the Corporation’s rental property. These fees, as detailed below, and related activities were amended to be included within the Asset Management Agreement.

(a) 1% of the gross purchase price paid for each rental property acquired (other than acquisitions described in (b) below), including any property contributed in exchange for membership interests in the Operating Company;

(b) 2% of the gross purchase price paid for each rental property acquired in the event that the acquisition of a rental property requires a new lease (as opposed to the assumption of an existing lease), such as a sale/leaseback transaction; and

(c) 1% of the gross sale price received for each rental property disposition.

In addition, BRE may also provide, but is not obligated to provide, short-term financing to, or guarantees for, the Operating Company. In exchange for these services, BRE is entitled to receive an interest rate of up to the prime rate plus 1.00% in exchange for any advances to the Operating Company, and 0.05% for guaranteeing recourse carve-outs on financing arrangements. No such advances or guarantees were made during the years ended December 31, 2016, 2015 and 2014.

The initial term of the Property Management Agreement is effective through December 31, 2017, after which it automatically renews for successive one-year periods, unless either party provides written notice of termination in accordance with the Property Management Agreement. The Corporation’s Independent Directors Committee (IDC) has approved the renewal of the agreement through December 31, 2018. If the Corporation terminates the agreement prior to any renewal term or the Corporation’s IDC terminates the agreement within 30 days following a change in control of BRE as defined, the Corporation will be subject to a termination fee equal to three times the Management Fees, as defined in the Property Management Agreement, to which BRE was entitled during the 12-month period immediately preceding the date of such termination. Although not terminable as of December 31, 2016, if the Property Management Agreement had been terminated at December 31, 2016 subject to the conditions noted above, the termination fee would have been $11,818.

Asset Management Agreement

The Corporation and the Operating Company have entered into an asset management agreement (the Asset Management Agreement) with Broadstone Asset Management, LLC (BAM), a single member LLC with BRE as the single member, and therefore a related party in which certain directors of the Company have an indirect ownership interest. Under the terms of the Asset Management Agreement, BAM is responsible for, among other things, the Corporation’s acquisition, initial leasing, and disposition strategies, financing activities, and providing support to the Corporation’s IDC for its valuation functions and other duties. BAM also designates two individuals to serve on the Board of Directors of the Corporation.

Under the terms of the Asset Management Agreement, BAM receives an annual asset management fee equal to 1% of the aggregate value of common stock, based on the per share value as determined by the Corporation’s IDC each quarter, on a fully diluted basis as if all interests in the Operating Company had been converted into shares of common stock. Through December 31, 2017, compensation to BAM for any quarter will be deferred in whole or in part at any time during a rolling 12-month period when cumulative distributions are below $3.50 per share. Any deferred compensation under the Asset Management Agreement will accrue interest at the rate of 7% per annum until paid and will be paid from available funds after cumulative 12-month distributions equal $3.50. No compensation to BAM was deferred during the years ended December 31, 2016, 2015 and 2014. In addition, the Company pays BAM, or its designee, 0.5% of the proceeds from future equity closings as reimbursement for offering, marketing, and brokerage expenses. BAM has the responsibility to cover offering, marketing, and brokerage expenses associated with investor related matters of the Corporation and Operating Company.

F-18

In June 2015, the Asset Management Agreement was amended to include the following fees paid to BAM for services provided under the Agreement:

(a) 1% of the gross purchase price paid for each rental property acquired (other than acquisitions described in (b) below), including any property contributed in exchange for membership interests in the Operating Company;

(b) 2% of the gross purchase price paid for each rental property acquired in the event that the acquisition of a rental property requires a new lease (as opposed to the assumption of an existing lease), such as a sale/leaseback transaction; and

(c) 1% of the gross sale price received for each rental property disposition.

The initial term of the Asset Management Agreement is effective through December 31, 2017, after which it automatically renews for successive one year periods, unless either party provides written notice of termination in accordance with the Asset Management Agreement. The Corporation’s Independent Director Committee (IDC) has approved the renewal of the agreement through December 31, 2018. If the Company terminates the agreement prior to any renewal term or the Corporation’s IDC terminates the agreement within thirty days following a change in control of BAM as defined, the Corporation will be subject to a termination fee equal to three times the Asset Management Fees, as defined, to which BAM was entitled during the 12-month period immediately preceding the date of such termination. Although not terminable as of December 31, 2016, if the Asset Management Agreement had been terminated at December 31, 2016 subject to the conditions noted above, the termination fee would have been $32,864.

Management fee expenses relating to both the Property Management Agreement and the Asset Management Agreement totaled $14,894, $9,739 and $6,344 for the years ended December 31, 2016, 2015 and 2014, respectively. Included in management expenses are $364 and $281 of unpaid fees recorded in due to related parties on the Consolidated Balance Sheets at December 31, 2016 and 2015, respectively. Fees paid to related parties under the agreements also include acquisition fees of $5,203, $5,501 and $2,465 for the years ended December 31, 2016, 2015 and 2014, respectively, and are included in acquisition expenses. Leasing fees paid to related parties totaled $2,932, $4,411 and $1,765 for the years ended December 31, 2016, 2015 and 2014, respectively, and are included as intangible assets and amortized over the terms of the leases to which they relate (see Note 5). Sales fees paid to related parties totaled $133, $179 and $302 for the years ended December 31, 2016, 2015 and 2014 and are included as a reduction of gain on sale of real estate. Fees paid to related parties under the Asset Management Agreement also include a marketing fee of $1,310, $1,796 and $463 for the years ended December 31, 2016, 2015 and 2014, respectively, and are included as a reduction of additional paid-in capital. All fees related to the Property Management Agreement and the Asset Management Agreement are paid for in cash within our normal payment cycle for vendors.

Total management fees incurred for the years ended December 31, 2016, 2015 and 2014 are as follows:

(in thousands)
Type of Fee	Financial Statement Presentation	2016		2015		2014
Asset management fee	Asset management fees	$	10,955	$	7,042	$	4,441
Property management fee	Property management fees		3,939		2,697		1,903
Total management fee expense			14,894		9,739		6,344
Marketing fee	Additional paid-in capital		1,310		1,796		463
Acquisition fee	Acquisition expenses		5,203		5,501		2,465
Leasing fee	Leasing fees, net		2,932		4,411		1,765
Sales fee	Gain (loss) on sale of real estate		133		179		302
Total management fees		$	24,472	$	21,626	$	11,339

F-19

Investment in Related Party

On June 30, 2015, the Company issued 139 shares with a value of $10,000 to BRE in exchange for 100 non-voting convertible preferred units, which represented a 6.4% ownership interest in BRE at the time of the transaction. The Company has the right to convert the preferred units to non-voting common units between January 1, 2018 and December 31, 2019. At December 31, 2016 and 2015, the carrying amount of the investment was $10,000. There is no market for the preferred units of BRE and, accordingly, no quoted market price is available. The preferred units provide a stated preferred return of 7.0% with 0.25% increases every June 30^th. Preferred distributions related to the investment in BRE amounted to $713 and $350 for the years ended December 31, 2016 and 2015, respectively.

Legal Services

The Company retains the legal services of Tones Vaisey, PLLC (TV), a related party. One minority owner/partner of TV is an immediate family member to the management of the Company and an indirect minority owner of BRE. Beginning January 2017, the family member is no longer an owner/partner of TV and therefore, prospectively, will no longer be deemed a related party. Legal services obtained are mainly for acquisition and disposition of real estate related matters, as well as general counsel regarding property management and financing. The Company’s IDC has reviewed the billings and other aspects of the relationship between TV and the Company. The Company utilizes the services of other outside legal counsel as well. Legal fees incurred from TV amounted to $3,075, $3,181 and $1,942 for the years ended December 31, 2016, 2015 and 2014, respectively. Included in these expenses are $350, $566 and $570 of unpaid fees recorded in accounts payable and other liabilities at December 31, 2016, 2015 and 2014, respectively. These fees are paid for in cash within our normal payment cycle for vendor payments.

The following table details the type of legal fees incurred from the related party for the years ended December 31:

(in thousands)
Type of Fee	Financial Statement Presentation	2016		2015		2014
Legal services – general	General and administrative	$	324	$	577	$	294
Organization costs	General and administrative		22		27		16
			346		604		310
Finance related costs	Debt issuance costs(a)		122		31		82
Acquisition related fees	Acquisition expenses		2,520		2,383		1,412
Legal services – tenant related	Property and operating		40		121		—
Property disposition related fees	Gain (loss) on sale of real estate		47		42		138
Total related party legal expenses		$	3,075	$	3,181	$	1,942

^(a) Amounts are recorded within Debt issuance costs – unsecured revolver, net, Mortgage and notes payable, net, and Unsecured term notes, net on the accompanying Consolidated Balance Sheets.

F-20

4. Acquisitions

The Company closed on the following acquisitions during the year ended December 31, 2016:

(in thousands, except number of properties)
Date	Tenant Type		Number of Properties		Real Estate Acquisition Price
January 25, 2016		Retail		3	$	13,376
February 1, 2016		Retail		1		27,000
March 24, 2016		Industrial		1		15,650
April 7, 2016		Healthcare		2		17,115
April 25, 2016		Office		2		54,600
May 9, 2016		Retail		5		42,390
May 12, 2016		Office		1		4,500
May 20, 2016		Retail		19		36,843
May 25, 2016		Healthcare		(a)		5,624
June 30, 2016		Retail		7		28,477
July 15, 2016		Healthcare		2		26,700
August 12, 2016		Other		3		12,399
September 14, 2016		Office		1		14,000
September 26, 2016		Retail		24		82,338
October 3, 2016		Retail		6		6,872
November 10, 2016		Office		1		10,550
November 21, 2016		Retail		2		7,597
November 29, 2016		Office		4		15,177
December 19, 2016		Industrial		1		23,050
December 23, 2016		Office		1		43,517
December 30, 2016		Office		1		15,550
December 30, 2016		Industrial		1		15,487
				88	$	518,812

^(a) Acquisition of capital expansion on existing property.

F-21

The Company closed on the following acquisitions during the year ended December 31, 2015:

(in thousands, except number of properties)
Date	Tenant Type		Number of Properties		Real Estate Acquisition Price
January 6, 2015		Healthcare		1	$	4,400
January 9, 2015		Industrial		1		4,300
February 12, 2015		Office		2		8,796
March 9, 2015		Retail		1		3,563
March 12, 2015		Retail		5		14,542
March 24, 2015		Industrial		1		11,354
March 26, 2015		Industrial		1		21,750
March 31, 2015		Industrial		2		9,751
April 2, 2015		Industrial		1		10,764
April 2, 2015		Retail, Industrial		3		6,090
May 15, 2015		Healthcare		5		17,125
June 19, 2015		Retail		10		19,663
June 19, 2015		Retail		1		2,259
June 24, 2015		Office		2		33,300
June 26, 2015		Retail		1		1,558
June 26, 2015		Industrial		5		41,169
June 29, 2015		Office		1		15,600
July 17, 2015		Land		(a)		702
September 15, 2015		Industrial		1		12,720
September 25, 2015		Retail		3		11,195
September 28, 2015		Industrial		2		10,193
September 30, 2015		Retail		1		4,030
October 5, 2015		Retail		36		83,032
October 23, 2015		Industrial		2		51,600
November 23, 2015		Healthcare		1		56,600
December 8, 2015		Retail		8		18,191
December 15, 2015		Industrial		1		1,500
December 17, 2015		Retail		15		62,468
December 30, 2015		Retail		3		11,913
				116	$	550,128

^(a) Acquisition of land adjacent to existing property.

F-22

The Company closed on the following acquisitions during the year ended December 31, 2014:

(in thousands, except number of properties)
Date	Tenant Type		Number of Properties		Real Estate Acquisition Price
February 21, 2014		Retail		1	$	3,858
March 28, 2014		Retail		16		27,715
March 28, 2014		Industrial		1		3,183
April 11, 2014		Retail		1		17,857
May 19, 2014		Retail		1		3,038
June 10, 2014		Industrial		1		23,500
June 20, 2014		Industrial		1		28,600
July 31, 2014		Healthcare		1		5,800
August 1, 2014		Office		1		5,925
October 31, 2014		Industrial		1		4,300
November 20, 2014		Office		1		6,800
December 12, 2014		Healthcare		1		8,000
December 30, 2014		Office, Industrial		3		22,030
December 31, 2014		Healthcare		3		19,190
December 31, 2014		Retail, Industrial		14		56,700
				47	$	236,496

The Company allocated the purchase price of these properties to the fair value of the real estate assets acquired and liabilities assumed. The following table summarizes the purchase price allocation for acquisitions completed during the years ended December 31, 2016, 2015, and 2014, discussed above, excluding non-real estate liabilities assumed of $8,649 and $13,408 during the years ended December 31, 2016 and 2014, respectively.

(in thousands)	2016			2015			2014
Land	$	70,938		$	48,060		$	64,482
Land improvements		38,526			40,715			22,125
Buildings and other improvements		358,058			391,528			135,325
Direct financing investments		544			9,595			3,100
Acquired in-place leases(a)		52,867			58,874			15,492
Acquired above-market leases(b)		19,420			15,108			4,233
Acquired below-market leases(c)		(21,541	)		(13,752	)		(8,261	)
	$	518,812		$	550,128		$	236,496

^(a) The weighted average amortization period for acquired in-place leases is 17 years, 18 years and 17 years for acquisitions completed during the years ended December 31, 2016, 2015 and 2014, respectively.

^(b) The weighted average amortization period for acquired above-market leases is 17 years, 18 years and 13 years for acquisitions completed during the years ended December 31, 2016, 2015, and 2014, respectively.

^(c) The weighted average amortization period for acquired below-market leases is 17 years, 18 years, and 17 years for acquisitions completed during the years ended December 31, 2016, 2015, and 2014, respectively.

The above acquisitions were funded using a combination of available cash on hand, proceeds from the Company’s unsecured revolving line of credit and issuance of membership units. In conjunction with these acquisitions, expenses of $10,880, $9,947 and $4,675 were incurred and included in acquisition expenses in the accompanying Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2016, 2015 and 2014, respectively.

F-23

The Company recorded revenues related to the properties acquired and accounted for as business combinations and net income, excluding the impact of one-time acquisition expenses, from the date of acquisition through December 31, 2016, 2015, and 2014 as follows:

(in thousands)	2016		2015		2014
Revenues	$	17,088	$	15,752	$	6,491
Net income	$	9,462	$	8,569	$	3,519

Subsequent to December 31, 2016, the Company closed on the following acquisitions (see Note 19):

(in thousands, except number of properties)
Date	Property Type		Number of Properties		Acquisition Price
January 18, 2017		Retail		1	$	2,520
March 1, 2017		Retail		9		87,196
				10	$	89,716

The Company has not completed the allocation of the acquisition date fair values for the properties acquired subsequent to December 31, 2016; however, it expects that the purchase price of these properties will primarily be allocated to land, land improvements, building and acquired lease intangibles.

Condensed Pro Forma Financial Information (Unaudited)

The results of operations, excluding the impact of one-time acquisition costs, of the acquisitions accounted for as business combinations, for which financial information was available, are included in the following unaudited condensed pro forma financial information as if these acquisitions had been completed as of the beginning of the comparable prior annual period prior to the acquisition date. The following unaudited condensed pro forma financial information is presented as if the 2017 acquisitions were completed as of January 1, 2016, the 2016 acquisitions were completed as of January 1, 2015, and the 2015 acquisitions were completed as of January 1, 2014. These pro forma results are for comparative purposes only and are not necessarily indicative of what the Company’s actual results of operations would have been had the acquisitions occurred at the beginning of the periods presented, nor are they necessarily indicative of future operating results.

The unaudited condensed pro forma financial information are as follows for the years ended December 31:

(in thousands)	2016		2015		2014
Revenues	$	174,727	$	166,647	$	124,222
Net income	$	69,504	$	69,780	$	54,233

5. Sale of Real Estate

For the years ended December 31, 2016, 2015 and 2014, the Company did not have property dispositions that qualified as discontinued operations.

The Company disposed of nine, six and 22 rental properties with a carrying value of $32,665, $18,672 and $25,202 for a sales price of $39,500, $19,455 and $30,238 during the years ended December 31, 2016, 2015 and 2014, respectively. The Company incurred additional expenses related to the sales in the amount of $910, $1,496 and $1,397 resulting in a gain (loss) of $5,925, $(713) and $3,639 for the years ended December 31, 2016, 2015 and 2014, respectively. One of the 2016 sales included seller financing of $3,700 see Note 8.

F-24

6. Investment in Rental Property and Lease Arrangements

The Company generally leases its investment rental property to established tenants. As of December 31, 2016, the Company had 403 real estate properties which were leased under leases that have been classified as operating leases and 14 that have been classified as direct financing leases. Of the 14 leases classified as direct financing leases, five include land portions which are accounted for as operating leases. Substantially all leases have initial terms of 10 to 20 years and provide for minimum rentals. In addition, the leases generally provide for limited increases in rent as a result of fixed increases, increases in the consumer price index, and/or increases in the tenant’s sales volume. Generally, the tenant is also required to pay all property taxes and assessments, substantially maintain the interior and exterior of the building, and maintain property and liability insurance coverage. The leases also typically provide one or more multi-year renewal options subject to generally the same terms and conditions as the initial lease.

Investment in Rental Property – Accounted for Using the Operating Method

Rental property subject to non-cancelable operating leases with tenants are as follows as of December 31:

(in thousands)	2016			2015
Land	$	288,276		$	225,957
Land improvements		162,341			126,238
Buildings		1,283,322			953,521
Tenant improvements		8,665			—
Equipment		799			799
		1,743,403			1,306,515
Less accumulated depreciation		(105,703	)		(70,171	)
	$	1,637,700		$	1,236,344

Estimated minimum future rental receipts required under non-cancelable operating leases with tenants for the year ending December 31 are as follows:

(in thousands)
2017	$	141,021
2018		143,571
2019		146,497
2020		148,734
2021		150,560
Thereafter		1,437,419
	$	2,167,802

Since lease renewal periods are exercisable at the option of the tenant, the above amounts only include future minimum lease payments due during the initial lease terms. In addition, such amounts exclude any potential variable rent increases that are based on the consumer price index or future contingent rents which may be received under the leases based on a percentage of the tenant’s gross sales.

F-25

Investment in Rental Property – Accounted for Using the Direct Financing Method

The Company’s net investment in direct financing leases is as follows as of December 31:

(in thousands)	2016			2015
Minimum lease payments to be received	$	90,447		$	93,766
Estimated unguaranteed residual values		22,335			22,173
Less unearned revenue		(65,511	)		(69,128	)
Net investment in direct financing leases	$	47,271		$	46,811

Minimum future rental receipts required under non-cancelable direct financing leases with tenants for the year ending December 31 are as follows:

(in thousands)
2017	$	4,465
2018		4,561
2019		4,655
2020		4,780
2021		4,889
Thereafter		67,097
	$	90,447

The above rental receipts do not include future minimum lease payments for renewal periods, potential variable consumer price index rent increases or contingent rental payments that may become due in future periods.

7. Intangible Assets and Liabilities

The following is a summary of intangible assets and liabilities and related accumulated amortization at December 31:

(in thousands)	2016			2015
Lease intangibles:
Acquired above-market leases	$	45,490		$	26,136
Less accumulated amortization		(4,940	)		(2,711	)
Acquired above-market leases, net		40,550			23,425
Acquired in-place leases		141,676			91,134
Less accumulated amortization		(14,105	)		(6,814	)
Acquired in-place leases, net		127,571			84,320
Total intangible lease assets, net	$	168,121		$	107,745
Acquired below-market leases	$	54,062		$	33,362
Less accumulated amortization		(6,191	)		(3,686	)
Intangible lease liabilities, net	$	47,871		$	29,676
Leasing fees	$	13,279		$	10,483
Less accumulated amortization		(1,950	)		(1,258	)
Leasing fees, net	$	11,329		$	9,225

F-26

Amortization expense was $8,345, $4,349 and $1,899 for acquired in-place leases and leasing fees for the years ended December 31, 2016, 2015 and 2014, respectively. Amortization of acquired above-market and below-market leases, net, was an increase in rental income of $482, $569 and $278 for the years ended December 31, 2016, 2015 and 2014, respectively.

Estimated future amortization of intangible assets and liabilities for the year ended December 31 is as follows:

(in thousands)
2017	$	11,206
2018		10,339
2019		9,553
2020		9,445
2021		9,393
Thereafter		81,643
	$	131,579

8. Notes Receivable

During 2016, the Company entered into two loan agreements in the amount of $3,700 and $2,827. The agreements call for interest only payments at 7.00% and 6.35% per annum through maturity in February and November 2019, respectively. Each of the loans are collateralized by the real estate assets held by the obligors. Interest income earned on the notes receivables amounted to $77 for the year ended December 31, 2016.

9. Unsecured Credit Agreements

Unsecured Credit Agreement with M&T and Regions

In October 2012, the Operating Company entered into a three year unsecured Credit Agreement (the Agreement) with Manufacturers & Traders Trust Co. (M&T Bank) and Regions Bank as Joint Lead Arrangers and three other participating banks. In June 2014, the unsecured Credit Agreement was amended and restated with M&T Bank and Regions Bank as Joint Lead Arrangers and four other participating banks. The amended and restated agreement extended the initial maturity date to June 27, 2017, expanded the borrowing capacity and amended the interest rate terms. The amended and restated Agreement was for a total of $215,000 with a $50,000 term note and a revolving credit facility under which the Operating Company could borrow up to $165,000. Borrowings under the amended and restated Agreement bear interest at variable rates based on LIBOR plus a margin ranging from 1.75% to 2.50% based on the Company’s overall leverage ratio. In March 2016, the Operating Company was assigned an investment grade credit rating of Baa3 which redefined the margin over LIBOR to 1.45%, effective April 1, 2016. Under the amended and restated Agreement, total aggregated borrowings cannot exceed 60.0% of the Borrowing Base value as defined by the Agreement. The Company is subject to various covenants and financial reporting requirements as defined by the amended and restated agreement. An annual fee on the unused portion of the revolving credit facility is due on a quarterly basis at a rate tied to the margin and the credit rating (the rate was 0.30% at December 31, 2016 and 0.25% at December 31, 2015 and 2014). The Company may extend the facility twice, for one year, subject to compliance with all covenants and the payment of 0.125% fee.

In December 2014, the Company exercised an accordion feature to the unsecured Credit Agreement. The accordion feature expanded the borrowing capacity to a total of $400,000 with an additional $50,000 term note ($100,000 total) and a revolving credit facility under which the Operating Company may borrow up to $300,000. All other terms to the unsecured Credit Agreement remained the same as described above in the June 2014 amendment and restatement.

At December 31, 2016 and 2015, the Company had $100,000 outstanding on term notes and $102,000 and $0 on the revolving credit facility, respectively. Based on bank covenants, $273,200 of the revolving credit facility’s

F-27

$300,000 capacity was available on December 31, 2016. At December 31, 2016, and 2015, the one-month LIBOR was 0.62% and 0.24%, respectively, and the three-month LIBOR was 0.93% and 0.42%, respectively. The Company believes it was in compliance with all financial covenants for all periods presented.

Unsecured Credit Agreement with Regions Bank

In May 2013, the Operating Company entered into a three year unsecured Credit Agreement with Regions Bank. The Agreement was set to expire May 24, 2016 and was for a total of $50,000. In October 2013, the unsecured credit agreement with Regions Bank was amended and restated with Regions Bank as Lead Arranger and four other participating banks. The amended and restated agreement, which had an initial maturity date of October 11, 2016, provides for three two-year extension options at the election of the Company. The agreement was for a total of $150,000. Borrowings under the Agreement and the amended and restated agreement bear interest at variable rates based on LIBOR plus a margin ranging from 1.75% to 2.50% based on the Company’s overall leverage ratio. Although borrowings under the Agreement and the amended and restated agreement are unsecured, they are supported by certain of the Company’s unsecured properties and assets, defined as the Borrowing Base. Total aggregate borrowings under the term note cannot exceed 60.0% of the Borrowing Base value as defined by the agreement. The Company may extend the facility twice, for two years, subject to compliance with all covenants and the payment of 0.25% fee. In January 2014, the Operating Company expanded the total borrowings under the amended and restated unsecured credit agreement by $35,000 through the addition of a lender to the syndicated loan group. The additional borrowings are subject to the same terms and conditions as described above in the October 2013 amendment and restatement. During 2016, the Company utilized an extension option, extending the maturity date to October 11, 2018.

At December 31, 2016 and 2015, borrowings under the unsecured Credit Agreement with Regions Bank amounted to $185,000. At December 31, 2016 and 2015, the one-month LIBOR was 0.62% and 0.24%, respectively. The Company believes it was in compliance with all financial covenants for all periods presented.

Unsecured Term Loan Agreement with SunTrust Bank

In November 2015, the Company entered into a three year unsecured Term Loan Agreement with SunTrust Bank as Administrative Agent, SunTrust Bank, JP Morgan Chase and M&T Bank as Joint Lead Arrangers, and five other participating banks. The Agreement has an initial maturity date of February 2019 and provides for two one-year extension options, at the election of the Company, subject to compliance with all covenants and the payment of a 0.10% fee. The Agreement is for a total of $375,000 which is made up of an original funding amounting to $200,000 and a delayed draw feature up to $175,000. Borrowings under the Agreement bear interest at variable rates based on the one-month LIBOR plus a margin ranging from 1.65% to 2.15%. In March 2016, the Operating Company was assigned an investment grade credit rating of Baa3 which redefined the margin over LIBOR to 1.40%, effective April 1, 2016. Although borrowings under the agreement are unsecured, they are supported by certain of the Company’s unsecured properties and assets, defined as the Borrowing Base. Total aggregate borrowings cannot exceed 60.0% of the Borrowing Base value as defined by the agreement. An annual fee of 0.25% of the unused portion of the delayed draw feature is due on a quarterly basis.

At December 31, 2016 and 2015, borrowings under the unsecured Term Loan Agreement with SunTrust Bank amounted to $375,000 and $280,000 respectively. At December 31, 2016 and 2015, the one-month LIBOR was 0.62% and 0.24%, respectively. The Company believes it was in compliance with all financial covenants for all periods presented.

As of December 31, 2016 and 2015, the weighted average interest rate on all outstanding borrowings is 2.14% and 1.83%, respectively.

F-28

Total outstanding balances at December 31, 2016 and 2015 under the three unsecured agreements are summarized as follows:

	Outstanding Balances
(in thousands)	2016			2015
M&T and Regions Led
Term note	$	100,000		$	100,000
Revolver		102,000			—
Total M&T and Regions Led		202,000			100,000
Regions Led
Term note		185,000			185,000
SunTrust Led
Term note		375,000			280,000
Total		762,000			565,000
Debt issuance costs, net(a)		(2,109	)		(2,897	)
	$	759,891		$	562,103

^(a) Amounts presented include debt issuance costs, net related to the Unsecured term notes only.

For the years ended December 31, 2016, 2015 and 2014, $1,817, $1,321 and $1,335, respectively, of debt issuance costs were amortized and recorded as interest expense in the accompanying Consolidated Statements of Income and Comprehensive Income.

In 2016, the Company paid $482 in costs associated with the extension of the unsecured Credit Agreement with Regions Bank which have been recorded as debt issuance costs and are being amortized to interest expense over the term of the agreement.

In 2015, the Company paid $2,390 in loan origination costs associated with the new Unsecured Term Loan Agreement with SunTrust Bank which have been recorded as debt issuance costs and are being amortized to interest expense over the term of the agreement.

F-29

10. Mortgages and Notes Payable

Mortgages and notes payable consist of the following as of December 31:

(in thousands, except interest rates)
Description		Origination Date (Month/Year)	Maturity Date (Month/Year)	Interest Rate	2016			2015
(1)	M&T Bank	Dec-10	Apr-20	1 month LIBOR+1.90%	$	21,335		$	21,690		(b) (f) (g)
(2)	Sun Life	Mar-12	Oct 21	5.13%		12,036			12,384		(b) (i)
(3)	Aegon	Apr-12	Oct 23	6.38%		9,804			10,407		(b) (j)
(4)	Legg Mason Mortgage Capital Corporation	Aug-10	Aug-22	7.06%		6,538			7,304		(b) (e)
(5)	Wells Fargo Bank, N.A.	Feb-11	Mar-17	5.42%		—			5,314		(b)
(6)	Columbian Mutual Life Insurance Company	Aug-10	Sep-25	7.00%		1,538			1,574		(b) (c) (d)
(7)	Symetra Financial	Mar-11	Apr-31	6.34%		1,036			1,063		(a) (b)
(8)	Standard Insurance Co.	Apr-09	May-30	6.63%		—			784		(b) (c) (h)
(9)	Standard Insurance Co.	Apr-09	May-30	6.63%		—			762		(b) (c) (h)
(10)	Note holders	Dec-08	Dec-23	6.25%		750			750		(d)
(11)	Standard Insurance Co.	Jul-10	Aug-30	6.75%		597			613		(b) (c) (d) (h)
(12)	Siemens Financial Services, Inc.	Sep-10	Sep-20	5.47%		6,010			6,189		(a) (b)
(13)	Standard Insurance Co.	Apr-09	May-34	6.88%		1,870			1,924		(b) (c) (h)
(14)	Wells Fargo Bank, N.A.	May-07	Jun-17	6.69%		1,694			1,750		(a) (b)
(15)	Standard Insurance Co.	Dec-09	Jan-31	6.75%		—			1,421		(b) (c) (d) (h)
(16)	Standard Insurance Co.	May-09	Jun-34	6.88%		1,342			1,381		(b) (c) (h)
(17)	Standard Insurance Co.	Mar-10	Apr-31	7.00%		1,058			1,086		(b) (c) (d) (h) (m)
(18)	Standard Insurance Co.	Mar-10	Apr-31	7.00%		844			866		(b) (c) (d) (h) (m)
(19)	Columbus Life Insurance	Feb-13	Jan-26	4.65%		9,400			9,766		(b) (k)
(20)	Athene Annuity & Life Co.	Feb-12	Feb-17	3.76%		12,701			13,074		(b) (l) (m)
(21)	PNC Bank	Oct-16	Nov-26	3.62%		18,971			—		(b)(c)
						107,524			100,102
	Debt issuance costs, net					(838	)		(640	)
					$	106,686		$	99,462

^(a) Non-recourse debt has the indemnification/guaranty of the Corporation and/or Operating Company pertaining to fraud, environmental claims, insolvency and other matters.

^(b) Debt secured by related rental property and lease rents.

^(c) Debt secured by guaranty of the Operating Company.

^(d) Debt secured by guaranty of the Corporation.

^(e) Debt is guaranteed by a third party.

^(f) The Company entered into an interest rate swap agreement in connection with this mortgage note or note payable, as further described in Note 11.

^(g) M&T’s participation in the New York State Energy Research and Development Authority program results in a blended interest rate of one-month LIBOR plus 1.64% for the term of this mortgage note payable.

^(h) The interest rate represents the initial interest rate on the respective notes. The interest rate will be adjusted at Standard Insurance’s discretion at certain times throughout the term of the note, ranging from 59 to 239 months, and the monthly installments will be adjusted accordingly. At the time Standard Insurance may adjust the interest rate for notes payable, the Company has the right to prepay the note without penalty.

⁽ⁱ⁾ Mortgage was assumed in March, 2012 as part of an Umbrella Partnership Real Estate Investment Trust (UPREIT) transaction. The debt was marked to market at the time of the assumption

F-30

^(j) Mortgage was assumed in April, 2012 as part of the acquisition of the related property. The debt was marked to market at the time of the assumption.

^(k) Mortgage was assumed in December, 2013 as part of the acquisition of the related property. The debt was marked to market at the time of the assumption.

^(l) Mortgage was assumed in June, 2014 as part of the acquisition of the related property. The debt was marked to market at the time of the assumption.

^(m) Subsequent to December 31, 2016, the notes payable were paid in full. See Note 19.

At December 31, 2016, investment in rental property of $164,509 is pledged as collateral against the Company’s mortgages and notes payable.

The Company extinguished four, two and four mortgages totaling $8,199, $3,883 and $6,530 during the years ended December 31, 2016, 2015 and 2014, respectively. For the year ended December 31, 2015, there was a gain on the extinguishment of the mortgages amounting to $1,213. For the years ended December 31, 2016 and 2014, the cost of extinguishment for the mortgages was $133 and $422, respectively.

During 2016, the Company paid $382 in mortgage origination costs associated with the PNC Bank mortgage which have been recorded as debt issuance costs and are being amortized to interest expense over the term of the mortgage.

Certain mortgage and note payable agreements provide for prepayment fees and can be terminated under certain events of default as defined under the related agreements. Estimated future principal payments to be made under the above mortgage and note payable agreements, and the unsecured credit agreements (see Note 9) for the year ended December 31 are as follows:

2017	$	219,825
2018		188,689
2019		378,949
2020		28,993
2021		13,706
Thereafter		39,362
	$	869,524

11. Interest Rate Swaps

Interest rate swaps were entered into with certain financial institutions in order to mitigate the impact of interest rate variability over the term of the related agreements. The interest rate swaps are considered cash flow hedges. In order to reduce counterparty concentration risk, the Company has a diversification policy for institutions that serve as swap counterparties. Under these agreements, the Company receives monthly payments from the counterparties on these interest rate swaps equal to the related variable interest rates multiplied by the outstanding notional amounts. Certain interest rate swaps amortize on a monthly basis. In turn, the Company pays the counterparties each month an amount equal to a fixed rate multiplied by the related outstanding notional amounts. The intended net impact of these transactions is that the Company pays a fixed interest rate on its variable rate borrowings.

F-31

The following is a summary of the Company’s outstanding interest-rate swap agreements as of December 31, 2016:

(in thousands, except interest rates)
Counterparty	Maturity Date	Fixed Rate			Variable Rate Index	Notional Amount		Fair Value
Bank of America, N.A.	November 2023		2.80	%	1 month LIBOR	$	25,000	$	(1,338	)
Bank of Montreal	July 2024		1.16	%	1 month LIBOR		40,000		2,485
Bank of Montreal	January 2025		1.91	%	1 month LIBOR		25,000		299
Bank of Montreal	July 2025		2.32	%	1 month LIBOR		25,000		(433	)
Bank of Montreal	January 2026		1.92	%	1 month LIBOR		25,000		437
Bank of Montreal	January 2026		2.05	%	1 month LIBOR		40,000		275
Bank of Montreal	December 2026		2.33	%	1 month LIBOR		10,000		(132	)
Capital One, N.A.	December 2021		1.05	%	1 month LIBOR		15,000		552
Capital One, N.A.	December 2024		1.58	%	1 month LIBOR		15,000		565
Capital One, N.A.	January 2026		2.08	%	1 month LIBOR		35,000		216
Capital One, N.A.	July 2026		1.32	%	1 month LIBOR		35,000		2,667
M&T Bank	September 2017		1.09	%	1 month LIBOR		25,000		(37	)
M&T Bank	April 2020		4.91	%	1 month LIBOR		21,335		(2,266	)
M&T Bank	September 2022		2.83	%	1 month LIBOR		25,000		(993	)
M&T Bank	November 2023		2.65	%	1 month LIBOR		25,000		(1,102	)
Regions Banks	March 2017		0.695	%	1 month LIBOR		50,000		6
Regions Bank	March 2018		1.77	%	1 month LIBOR		25,000		(179	)
Regions Bank	March 2019		1.913	%	3 month LIBOR		25,000		(239	)
Regions Bank	May 2020		2.12	%	1 month LIBOR		50,000		(940	)
Regions Bank	March 2022		2.43	%	3 month LIBOR		25,000		(594	)
Regions Bank	December 2023		1.18	%	1 month LIBOR		25,000		1,392
SunTrust Bank	April 2024		1.99	%	1 month LIBOR		25,000		47
SunTrust Bank	April 2025		2.20	%	1 month LIBOR		25,000		(219	)
SunTrust Bank	July 2025		1.99	%	1 month LIBOR		25,000		228
SunTrust Bank	January 2026		1.93	%	1 month LIBOR		25,000		429
Wells Fargo Bank, N.A.	February 2021		2.39	%	1 month LIBOR		35,000		(1,013	)
Wells Fargo Bank, N.A.	October 2024		2.72	%	1 month LIBOR		15,000		(732	)

The fair value and the change in the fair value of the interest rates are reported on the Consolidated Balance Sheets and Consolidated Statements of Income and Comprehensive Income, respectively, as follows at December 31:

(in thousands)	2016			2015
Interest rate swaps, asset	$	9,598		$	387
Interest rate swaps, liability		(10,217	)		(14,777	)
Interest rate swap	$	(619	)	$	(14,390	)

The total loss recognized, and the location of the loss in the accompanying Consolidated Statements of Income and Comprehensive Income, from converting from variable rates to fixed rates under these agreements is as follows for the years ended December 31:

(in thousands)	2016			2015			2014
	Recognized Loss		Location	Recognized Loss		Location	Recognized Loss		Location
Interest rate swaps	$	9,322	Interest expense	$	7,162	Interest expense	$	5,740	Interest expense

F-32

Amounts related to the interest rate swaps expected to be reclassified out of accumulated other comprehensive income to interest expense during 2017 are estimated to be $7,078. The Company is exposed to credit risk in the event of non-performance by the counterparties of the swaps. The Company minimizes this risk exposure by limiting counterparties to major banks who meet established credit and capital guidelines.

The fair value of the interest rate swaps at December 31, 2016 and 2015 are based on a valuation of the discounted future payments as provided by the counterparties, as disclosed in Note 2.

12. Non-Controlling Interests

Under the company’s UPREIT structure entities and individuals can contribute their properties in exchange for membership interests in the Operating Company. Properties contributed as part of UPREIT transactions were valued at $7,190 and $57,583 during the years ended December 31, 2016 and 2015, which represents the estimated fair value of the properties contributed, less any assumed debt. There were no properties contributed as part of UPREIT transactions for the year ended December 31, 2014. The cumulative amount of UPREIT properties contributed, less assumed debt amounted to $102,451, $95,261 and $37,677 through December 31, 2016, 2015 and 2014, respectively. In exchange for the properties contributed, 1,427; 1,330; and 537 non-managing membership units were issued and outstanding, representing an 8.6%, 10.4% and 7.1% interest in the Operating Company at December 31, 2016, 2015 and 2014, respectively.

The membership units are economically equivalent to the Company’s common stock and, subject to certain restrictions, are convertible into the Company’s common stock at the option of the respective unit holders on a one-to-one basis. The membership units are not redeemable for cash in any circumstance and are therefore considered to be permanent equity. Exchanges of membership units of the Operating Company held by non-controlling interest holders are recorded by reducing non-controlling interest on a historical cost basis with a corresponding increase in common stock and additional paid in capital. There were no UPREIT units exchanged for common stock during 2016, 2015 and 2014.

Holders of the membership units in the Operating Company do not have voting rights at the Corporation level.

The Company recognized rental income related to UPREIT entities in the amount of $11,843, $5,259 and $4,311 for the years ended December 31, 2016, 2015 and 2014, respectively.

13. Credit Risk Concentrations

The Company maintained bank balances that, at times, exceeded the federally insured limit during the years ended December 31, 2016, 2015 and 2014. The Company has not experienced losses relating to these deposits and management does not believe that the Company is exposed to any significant credit risk with respect to these amounts.

The Company’s rental property is managed by BRE and BAM as described in Note 3. Management fees and acquisition expenses paid to BRE and BAM represent 25%, 27% and 24% of total operating expenses for the years ended December 31, 2016, 2015 and 2014, respectively. The Company has mortgages and notes payable with four institutions that comprise 20%, 18%, 12%, and 11% of total mortgages and notes payable at December 31, 2016. The Company has mortgages and notes payable with five institutions that comprise 22%, 13%, 13%, 11%, and 10% of total mortgages and notes payable at December 31, 2015. The Company had mortgages and notes payable with six institutions that comprise 21%, 13%, 12%, 10%, 10% and 10% of total mortgages and notes payable at December 31, 2014. For the years ended December 31, 2016, 2015 and 2014, the Company had no individual tenants or common franchises that accounted for more than 10% of total revenues.

F-33

14. Equity

Common Stock

In 2009, the Company’s Board of Directors approved a share redemption program (the Share Redemption Program) under which the Company may repurchase shares of its outstanding common stock after December 31, 2009.

Under the Share Redemption Program, stockholders may request that the Company redeem shares after one year from the original investment date. Stockholders may redeem at a price equal to 95% in years two through five after investment and 100% thereafter of the share value established from time-to-time by the Company’s IDC. However, any stockholder may have up to 5% of their shares redeemed by the Company in any calendar year at 100% of the share value established from time-to-time by the Company’s IDC.

Total shares redeemed in any quarter may not exceed 1% of the total number of shares outstanding at the beginning of the calendar year plus 50% of the total number of any additional shares issued during the prior calendar quarter under the distribution reinvestment plan, plus any additional number of shares the Company determines to redeem in its discretion, subject to other limitations deemed appropriate by the Company. The Share Redemption Program is subject to revision, suspension, or termination at any time.

The following table summarizes redemptions under the Company’s Share Redemption Program for the years ended December 31:

(in thousands, except stockholders)	2016		2015		2014
Number of stockholders		27		15		7
Number of shares		109		43		15
Redemption Price	$	8,154	$	3,054	$	1,028

Distribution Reinvestment Plan

The Company has a Distribution Reinvestment Plan (the Plan), covering substantially all stockholders and members of the Operating Company. In general, the Plan allows participants to purchase common stock with the proceeds from distributions received. Under the Plan, shares are offered at 98% of the current value of common stock as determined by the Company’s IDC. As of December 31, 2016, 2015 and 2014, a total of 1,076, 684 and 426 shares of common stock, respectively, have been issued under the Plan.

15. Earnings per Share

The following table summarizes the components used in the calculation of basic and diluted earnings per share (EPS):

(in thousands, except per share)	2016		2015		2014
Basic earnings:
Net earnings attributable to Broadstone Net Lease, Inc	$	36,354	$	19,287	$	15,775
Diluted earnings:
Net earnings attributable to Broadstone Net Lease, Inc	$	36,354	$	19,287	$	15,775
Net earnings attributable to non-controlling interests		3,914		1,603		1,388
	$	40,268	$	20,890	$	17,163
Basic and diluted weighted average shares outstanding:
Weighted average number of common shares outstanding used in basic earnings per share	$	13,178	$	8,989	$	6,100
Effects of convertible membership units		1,419		747		537
Weighted average number of common shares outstanding used in diluted earnings per share	$	14,597	$	9,736	$	6,637
Basic and diluted net earnings per common share	$	2.76	$	2.15	$	2.59

F-34

In the table above, outstanding membership units are included in the diluted earnings per share calculation. However, because such membership units would also require that the share of the Operating Company income attributable to such membership units also be added back to net income, there is no effect on EPS.

16. Income Taxes

For federal income tax purposes, distributions to stockholders are characterized as ordinary dividends, capital gain distributions, or nontaxable distributions. Nontaxable distributions will reduce US stockholders’ basis in their shares, but not below zero. The following table shows the character of the distributions the Company paid on a percentage basis for the years ended December 31, 2016, 2015 and 2014:

Character of Distributions	2016			2015			2014
Ordinary dividends		58	%		51	%		44	%
Capital gain distributions		—	%		—	%		—	%
Nontaxable distributions		42	%		49	%		56	%
		100	%		100	%		100	%

17. Supplemental Cash Flow Disclosures

Cash paid for interest was $28,147, $20,974 and $17,823 for the years ended December 31, 2016, 2015 and 2014, respectively. Cash paid for state income and franchise taxes was $310, $44 and $121 for the years ended December 31, 2016, 2015 and 2014, respectively.

The following are non-cash transactions and have been excluded from the accompanying Consolidated Statements of Cash Flows:

During the years ended December 31, 2016, 2015 and 2014, the Company issued 391, 258 and 198 shares, respectively, of common stock with a value of approximately $27,615, $18,046 and $13,071, respectively, under the terms of the Distribution Reinvestment Plan (see Note 14).

During the year ended December 31, 2015, the Company cancelled 14 shares with a value of $1,021 that were pledged as collateral by a tenant. The outstanding receivables associated with the tenant amounted to $759 at the date of the stock transfer and were settled with the cancellation of the shares. The excess of the value of the shares above the carrying value of the receivables was recorded as a gain on stock transfer of $262 (see Note 14).

During the year ended December 31, 2015, the Company issued 139 shares with a value of $10,000 to a related party in exchange for 100 preferred units of the related party (see Note 3).

During the years ended December 31, 2016 and 2015, the Company issued 97 and 793 membership units in exchange for property contributed in UPREIT transactions valued at $7,190 and $57,583 (see Note 12).

During the year ended December 31, 2016, the Company issued a note receivable for $3,700 in connection with the sale of real estate (see Note 8).

At December 31, 2016, dividend amounts declared and accrued but not yet paid amounted to $6,643.

In connection with real estate transactions conducted during the year ended December 31, 2016, the Company accepted a tenant improvement allowance and a credit for rent in advance of $8,649 and $2,367, respectively, in exchange for a reduction to the cash paid for the associated real estate assets.

F-35

18. Commitments and Contingencies

From time to time, the Company is a party to various litigation matters incidental to the conduct of the Company’s business. While the resolution of such matters cannot be predicted with certainty, based on currently available information, the Company does not believe that the final outcome of any of these matters will have a material effect on its consolidated financial position, results of operations or liquidity.

In connection with ownership and operation of real estate, the Company may potentially be liable for cost and damages related to environmental matters. The Company has not been notified by any governmental authority of any non-compliance, liability, or claim. The Company is not aware of any other environmental condition that would have a material effect on its consolidate financial position, results of operations or liquidity.

As part of acquisitions closed during 2016, the Company entered into three separate tenant improvement allowances totaling $10,464. During the year ended December 31, 2016, payments of $974 have been made for work completed under these allowances, resulting in a total tenant improvement allowance of $9,490 at December 31, 2016, which is included in accounts payable and other liabilities in the accompanying Consolidated Balance Sheets.

During 2014, the Company entered into a contract with a tenant to provide up to $10,000 for improvements to the interior of the property under lease. If the tenant was in good standing with their lease, the Company made payments towards the allowance based on the progress of the work performed. The contract provided that if the aggregate costs of the improvements were below the $10,000 allowance, the rental rate set forth in the lease would be revised. During the years ended December 31, 2016 and 2015, $1,162 and $8,838 in improvements under the contract were completed, representing the entire available allowance and satisfaction of the contract.

In July 2015, the Company entered into a contract with a tenant to provide up to $1,489 for an expansion of the existing building under lease and the construction of an additional parking lot. If the tenant was in good standing with their lease, the Company would make payments towards the expansion allowance based on the progress of the work performed. In addition, the contract called for 12 expansion fees, as defined in the agreement, to be paid to the Company on a monthly basis. During the years ended December 31, 2016 and 2015, the Company received $88 and $80 in expansion fees from the tenant and incurred $628 and $861 for expansion costs, respectively, representing the satisfaction of the contract.

The Company has two separate Tax Protection Agreements (Agreements) with the contributing members (Protected Members) of two distinct UPREIT transactions conducted in November 2015 and February 2016. The Agreements require the Company to pay monetary damages in the event of a sale, exchange, transfer or other disposal of the contributed property in a taxable transaction that would cause a Protected Member to recognize a Protected Gain, as defined in the Agreements and subject to certain exceptions. In such an event, the Company will pay monetary damages to the Protected Members in the amount of the aggregate Federal, state and local income taxes incurred as a result of the income or gain allocated or recognized by the Protected Member as an outcome of the transaction, subject to certain caps and limitations contained in the Agreements. The Company is required to allocate to the Protected Members, an amount of nonrecourse liabilities that is at least equal to the Minimum Liability Amount for each Protected Member, as contained in the Agreements. The minimum liability amount and the associated allocation of nonrecourse liabilities are calculated in accordance with applicable tax regulations, are completed at the Operating Company level, and do not present GAAP accounting. Therefore, there is no impact to the Consolidated Financial Statements. If the nonrecourse liabilities allocated do not meet the requirement, the Company will pay monetary damages to the Protected Members in the amount of the aggregate Federal, state and local income taxes incurred as a result of the income or gain allocated or recognized by the Protected Member as an outcome to the default. The maximum aggregate amount the Company may be liable for under the Agreements is approximately $10,351. Based on information available, the Company does not believe that the events resulting in damages as detailed above have occurred.

F-36

19. Subsequent Events

The Company has evaluated subsequent events through April 24, 2017, which is the date the Consolidated Financial Statements were available to be issued.

Through March 31, 2017, the Company has raised $90,923 for a total of 1,166 shares through monthly equity closings, including dividend reinvestments. Through April 24, 2017, the Company has paid $27,760 in distributions, including dividend reinvestments.

Subsequent to December 31, 2016, the Company has continued to expand its operations through the acquisition of additional rental property and associated intangible assets and liabilities. The Company has acquired approximately $89,716 of rental property and associated intangible assets and liabilities (see Note 4). Additionally, in April 2017, the Company executed, but had not yet closed on, a purchase and sale agreement with an unrelated third party for the acquisition of 25 retail properties for $48,900. In connection with the agreement, a non-refundable deposit of $1,000 is required to be submitted to the escrow agent. In February 2017, the Company sold one property for total proceeds of $6,320 with a carrying value of $5,127. The Company incurred additional expenses related to the sale amounting to $364 resulting in a gain on sale of real estate of $829.

On February 10, 2017, the Board of Directors declared a distribution of $0.415 per share on the Company’s common stock and approved a distribution of $0.415 per membership unit for monthly distributions through April 27, 2017. The distributions are payable on the 15th of the following month to stockholders and unit holders of record on the last day of the month. In addition, the Company’s IDC determined the share value for the Company’s common stock is $79.00 per share for subscription agreements received from February 1, 2017 through April 30, 2017.

In January 2017, the Company commenced a private offering of unsecured, fixed-rate, guaranteed senior promissory notes (“Senior Notes”). On March 16, 2017, the Company entered into a Note and Guaranty Agreement with each of the purchasers of the Senior Notes. In April 2017, the Company closed and issued the Senior Notes for an aggregate principal amount of $150,000. The Senior Notes were issued by the Operating Company and guaranteed by the Corporation and each of the Operating Company’s subsidiaries that guarantee the bank unsecured credit agreements. The Senior Notes were issued at par, bear interest at a rate of 4.84% per annum (priced at 240 basis points above the 10-year U.S. Treasury yield at the time of pricing), and have a 10-year maturity, maturing on April 18, 2027. J.P. Morgan Securities, LLC and Wells Fargo Securities, LLC served as the joint placement agents. The proceeds were used to paydown $115,000 on the unsecured revolver and for continued operations of the Company.

Subsequent to year end, the Company incurred a total loss on an industrial building due to a fire. The building’s net book value approximated $1,412 as of the date of the loss. The land and land improvements were not impacted by the fire. Under the terms of the lease agreement, the tenant is obligated to restore the premises, as nearly as possible, to its value, condition, and character that existed immediately prior to the loss event, and to continue to make the contractual monthly rental payments. Under the lease, the tenant is required to maintain a property insurance policy on the replacement value of the property. As such, the Company is not required to make a capital outlay for the building’s replacement. The Company’s preliminary estimates of the building’s replacement cost are significantly in excess of its net book value, and therefore the Company expects to recognize a full recovery.

The Operating Company advanced and paid off borrowings on the unsecured revolver in the amount of $85,000 and $182,000, respectively. Proceeds from the advance was used to acquire properties and for other general corporate purposes. The Company settled two mortgage notes payable amounting to $14,536 (see Note 10).

F-37

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
Industrial Properties:
12940 Prosperity Avenue Becker, MN	$	750	$	921	$	5,220	$	—	$	—		$	921	$	5,220	$	6,141	$	1,808		2000		2008		7-39 years
4401 South Orchard Street Tacoma, WA		—		1,634		4,902		—		—			1,634		4,902		6,536		906		1977		2011		15-39 years
2110 Summit Street New Haven, IN		—		445		2,521		—		—			445		2,521		2,966		545		1960		2011		15-39 years
1309 South 58th Street St. Joseph, MO		—		800		2,305		—		—			800		2,305		3,105		516		1997		2011		15-39 years
600 Railroad Avenue York, SC		—		240		972		—		—			240		972		1,212		181		1974		2011		15-39 years
10800 World Trade Blvd Raleigh, NC		—		2,034		8,137		—		—			2,034		8,137		10,171		1,244		1999		2012		15-39 years
800 Howerton Lane Eureka, MO		—		2,328		9,311		—		—			2,328		9,311		11,639		1,944		1990		2012		15-39 years
2001 T.W. Alexander Drive Durham, NC		12,036		3,000		17,531		—		—			3,000		17,531		20,531		2,852		2009		2012		15-39 years
11050 West Little York Building P Houston, TX		—		690		2,071		—		—			690		2,071		2,761		295		2007		2012		15-39 years
11050 West Little York Building S Houston, TX		—		704		2,113		—		—			704		2,113		2,817		289		2007		2012		15-39 years
1120 Marvin A. Smith Road Kilgore, TX		—		160		908		—		—			160		908		1,068		183		2008		2012		15-39 years
1166 Commerce Boulevard American Canyon, CA		9,805		2,378		26,142		—		—			2,378		26,142		28,520		3,684		2002		2012		15-39 years
7700 New Carlisle Pike Huber Heights, OH		—		583		1,748		—		—			583		1,748		2,331		345		1985		2012		15-39 years
34000 Melinz Parkway Eastlake, OH		—		854		2,562		—		—			854		2,562		3,416		433		1981		2012		15-39 years

F-38

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
10550 S. Sam Houston Parkway W Houston, TX		—		3,250		9,751		—		—			3,250		9,751		13,001		1,212		2005		2012		15-39 years
1800 N. Mason Road Katy, TX		—		1,978		7,912		—		—			1,978		7,912		9,890		977		2012		2012		15-39 years
1400 13th Avenue Union Grove, WI		—		239		957		—		—			239		957		1,196		113		1993		2012		15-39 years
1525 11th Avenue Union Grove, WI		—		347		1,386		—		—			347		1,386		1,733		157		1979		2012		15-39 years
1550 Cedar Line Drive Rock Hill, SC		—		796		3,184		—		72			796		3,256		4,052		516		1999		2012		15-39 years
1450 13th Avenue & 1251 York Street Union Grove, WI		—		427		3,413		—		—			427		3,413		3,840		212		2014		2015		15-39 years
1325 West Fernau Avenue Oshkosh, WI		—		456		869		—		—			456		869		1,325		42		2007		2015		15-39 years
2501 Barrington Road Hoffman Estates, IL		—		12,241		23,471		—		—			12,241		23,471		35,712		2,708		1988		2013		15-39 years
3600 Ronald Reagan Boulevard Johnstown, CO		9,399		1,265		16,720		—		—			1,265		16,720		17,985		1,632		2012		2013		15-39 years
1985 E. Laketon Avenue Muskegon, MI		—		168		2,751		—		13			168		2,764		2,932		285		1985		2013		15-39 years
2121 Latimer Drive Muskegon, MI		—		454		6,889		—		3			454		6,892		7,346		729		2012		2013		15-39 years
2281 Port City Boulevard Muskegon, MI		—		463		2,512		—		23			463		2,535		2,998		282		1978		2013		15-39 years
2325 & 2385 S. Sheridan Road Muskegon, MI		—		353		2,145		—		2			353		2,147		2,500		250		2005		2013		15-39 years
2350 Black Creek Drive Muskegon, MI		—		257		655		—		—			257		655		912		79		2005		2013		15-39 years
711 E. Porter Road Norton Shores, MI		—		198		2,932		—		—			198		2,932		3,130		230		2002		2014		15-39 years

F-39

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
1401 Madeline Lane Elgin, IL		12,701		4,339		17,458		—		—			4,339		17,458		21,797		1,363		2009		2014		15-39 years
5005 Dean Lakes Road Shakopee, MN		—		3,962		21,296		—		—			3,962		21,296		25,258		1,743		2014		2014		15-39 years
550 Canino Road Houston, TX		—		1,242		2,698		—		—			1,242		2,698		3,940		238		1972		2014		15-39 years
1210 Innovation Drive Winona, MN		—		1,653		7,694		—		—			1,653		7,694		9,347		474		2008		2014		15-39 years
965 East Mark Street Winona, MN		—		804		4,412		—		—			804		4,412		5,216		265		2008		2014		15-39 years
850 I-30 East Mt. Pleasant, TX		—		1,785		5,540		—		—			1,785		5,540		7,325		379		1994		2014		15-39 years
200 County Road Madill, OK		—		1,395		5,796		—		—			1,395		5,796		7,191		380		1999		2014		15-39 years
1102 North Industrial Road Madill, OK		—		2,657		2,270		—		—			2,657		2,270		4,927		147		1972		2014		15-39 years
110 Pettijohn Road Madill, OK		—		621		1,759		—		—			621		1,759		2,380		115		1977		2014		15-39 years
20975 US Hwy 80 (Industrial) Willis Point, TX		—		3,102		2,420		—		—			3,102		2,420		5,522		196		2003		2014		15-39 years
223 Rip Wiley Road Fitzgerald, GA		—		1,939		3,316		—		—			1,939		3,316		5,255		246		1997		2014		15-39 years
502 Midway Road Cordele, GA		—		2,705		3,786		—		—			2,705		3,786		6,491		244		2000		2014		15-39 years
103 Titan Road Kingston, OK		—		1,857		1,692		—		—			1,857		1,692		3,549		130		2013		2014		15-39 years
13300 West I-20 East Odessa, TX		—		529		3,327		—		—			529		3,327		3,856		183		2012		2015		15-39 years
6625 Dobbin Road Columbia, MD		—		667		9,220		—		—			667		9,220		9,887		504		1984		2015		15-39 years

F-40

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
N85 W12545 Westbrook Crossing Menomonee Falls, WI		—		1,378		18,557		—		—			1,378		18,557		19,935		971		2001		2015		15-39 years
10800 175th Avenue NW Elk River, MN		—		763		4,937		—		—			763		4,937		5,700		306		2008		2015		15-39 years
11074 179th Street NW Elk River, MN		—		477		2,517		—		—			477		2,517		2,994		156		2006		2015		15-39 years
3401 St Johns Parkway Sanford, FL		—		2,075		7,600		—		—			2,075		7,600		9,675		382		2002		2015		15-39 years
1001 10th Avenue Columbus, GA		—		615		9,942		—		—			615		9,942		10,557		438		1907		2015		15-39 years
1761 Newport Road Ephrata, PA		—		531		6,995		—		—			531		6,995		7,526		458		2000		2015		15-39 years
1990 Hood Road Greer, SC		—		607		2,502		—		—			607		2,502		3,109		136		1978		2015		15-39 years
3502 Enterprise Avenue Joplin, MO		—		831		9,600		—		—			831		9,600		10,431		460		1993		2015		15-39 years
27815 Highway Boulevard Katy, TX		—		1,493		3,883		—		—			1,493		3,883		5,376		207		1996		2015		15-39 years
2769 Rouse Road Kinston, NC		—		1,017		10,418		—		—			1,017		10,418		11,435		449		1979		2015		15-39 years
2300 North State Highway 121 Euless, TX		—		1,487		3,051		—		—			1,487		3,051		4,538		137		1991		2015		15-39 years
1500 N Bolton Jacksonville, TX		—		1,221		3,316		—		—			1,221		3,316		4,537		136		1974		2015		15-39 years
651 Commerce Parkway Lima, OH		—		656		21,645		—		—			656		21,645		22,301		699		2009		2015		15-39 years
1109 Industrial Drive East Sulphur Springs, TX		—		1,720		20,756		—		—			1,720		20,756		22,476		670		1989		2015		15-39 years
6410 Ameriplex Drive Portage, IN		—		1,181		13,130		—		—			1,181		13,130		14,311		418		2001		2016		15-39 years

F-41

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
6200 Glenn Carlson Drive St. Cloud, MN		—		565		20,420		—		—			565		20,420		20,985		82		1999		2016		15-39 years
1081 King Street Greenwich, CT		—		16,898		959		—		—			16,898		959		17,857		95		1967		2014		15-39 years
350 Alvin Drive, New Kensington, PA		—		907		13,058		—		—			907		13,058		13,965		46		2015		2016		15-39 years
Healthcare Properties:
3420 Elvis Presley Boulevard Memphis, TN		—		530		2,722		—		—			530		2,722		3,252		632		1993		2009		15-39 years
926 North Wilcrest Drive Houston, TX		—		568		1,539		—		—			568		1,539		2,107		313		1970		2009		15-39 years
845 Cypress Creek Parkway Houston, TX		—		1,076		3,226		—		—			1,076		3,226		4,302		537		2005		2011		15-39 years
847 Cypress Creek Parkway Houston, TX		—		540		1,647		—		—			540		1,647		2,187		329		2005		2011		15-39 years
2805 Mayhill Road Denton, TX		—		1,440		4,320		—		—			1,440		4,320		5,760		624		2006		2012		15-39 years
16519 South Route 59 Plainfield, IL		—		128		7,843		702		1,489			830		9,332		10,162		794		2012		2013		15-39 years
9780 South Estrella Parkway Goodyear, AZ		—		558		3,529		—		—			558		3,529		4,087		326		2013		2013		15-39 years
22741 Professional Drive Kingwood, TX		—		253		5,236		—		—			253		5,236		5,489		342		2009		2014		15-39 years
4640 Loop 289 Lubbock, TX		—		1,616		6,195		—		135			1,616		6,330		7,946		384		2001		2014		15-39 years
3912 32nd Avenue Hudsonville, MI		—		199		3,631		—		—			199		3,631		3,830		186		2007		2015		15-39 years
5201 Northshore Drive North Little Rock, AR		—		532		51,843		—		—			532		51,843		52,375		1,581		2005		2015		15-39 years
1421 Oakdale Road Modesto, CA		—		689		19,200		—		—			689		19,200		19,889		193		1984		2016		15-39 years

F-42

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
1501 Oakdale Road Modesto, CA		—		300		4,273		—		—			300		4,273		4,573		45		1984		2016		15-39 years
570 West Lanier Avenue Fayetteville, GA		—		865		4,901		—		—			865		4,901		5,766		1,151		1985		2008		15-39 years
17323 Red Oak Drive Houston, TX		1,870		411		2,329		—		—			411		2,329		2,740		539		1980		2008		15-39 years
18488 Interstate 45 South Shenandoah, TX		1,342		598		3,388		—		—			598		3,388		3,986		769		2005		2008		15-39 years
3475 South Alpine Road Rockford, IL		—		216		1,225		—		—			216		1,225		1,441		302		1993		2008		15-39 years
11475 N. 2nd Street Machesney Park., IL		—		218		1,237		—		—			218		1,237		1,455		323		1996		2008		15-39 years
1000 E. Riverside Boulevard Loves Park, IL		597		190		890		—		—			190		890		1,080		213		1982		2010		15-39 years
91 Brighton Woods Road Pooler, GA		844		272		1,089		—		—			272		1,089		1,361		238		1990		2009		15-39 years
533 Stephenson Avenue Savannah, GA				160		641		—		—			160		641		801		142		1986		2009		15-39 years
206 E. Montgomery Crossroads Savannah, GA		1,058		114		457		—		—			114		457		571		91		1978		2009		15-39 years
206 Johnny Mercer Boulevard Savannah, GA				148		590		—		—			148		590		738		142		1981		2009		15-39 years
837 Cypress Creek Parkway Houston, TX		6,010		2,022		6,065		—		—			2,022		6,065		8,087		1,199		2002		2010		15-39 years
5165 West 72nd Avenue Westminster, CO		1,036		426		1,277		—		—			426		1,277		1,703		215		1999		2010		15-39 years
2655 Ridgeway Avenue Greece, NY		21,335		1,391		30,436		—		3,232			1,391		33,668		35,059		5,573		2011		2010		5-39 years
3069 Grand Pavilion Drive Tampa, FL		—		580		3,304		—		—			580		3,304		3,884		571		2002		2011		15-39 years

F-43

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
4719 North Habana Avenue Tampa, FL		—		790		4,021		—		—			790		4,021		4,811		674		1985		2011		15-39 years
2324 Oak Myrtle Lane Wesley Chapel, FL		—		340		2,862		—		—			340		2,862		3,202		485		2008		2011		15-39 years
3350 Bell Shoals Road Brandon, FL		—		310		1,971		—		—			310		1,971		2,281		332		1998		2011		15-39 years
5316 West Plano Parkway Plano, TX		—		965		2,895		—		—			965		2,895		3,860		479		2000		2011		15-39 years
1430 Lonnie Abbot Avenue Ada, OK		—		293		1,172		—		—			293		1,172		1,465		189		2011		2011		15-39 years
12106 S. Memorial Drive Bixby, OK		—		291		1,166		—		—			291		1,166		1,457		173		2011		2011		15-39 years
9072 US Highway 70 Durant, OK		—		131		741		—		—			131		741		872		121		2004		2011		15-39 years
1144 S.W. 104th Street Oklahoma City, OK		—		427		1,282		—		—			427		1,282		1,709		194		2001		2011		15-39 years
19 West Interstate Parkway Shawnee, OK		—		437		1,310		—		—			437		1,310		1,747		211		2010		2011		15-39 years
1011 East Taft Avenue Sapulpa, OK		—		510		1,271		—		—			510		1,271		1,781		171		2011		2012		15-39 years
2001 East Santa Fe Street Olathe, KS		—		410		1,626		—		—			410		1,626		2,036		214		1993		2012		15-39 years
3617 West Sunset Avenue Springdale, AR		—		550		1,053		—		—			550		1,053		1,603		151		1988		2012		15-39 years
6250 Rufe Snow Drive Ft. Worth, TX		—		350		1,691		—		—			350		1,691		2,041		218		2007		2012		15-39 years
1411 S. Rangeline Road Joplin, MO		—		341		1,370		—		—			341		1,370		1,711		166		2012		2012		15-39 years
2111 NW Cashe Road Lawton, OK		—		357		1,422		—		—			357		1,422		1,779		174		2012		2012		15-39 years

F-44

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
611 S. George Nigh Expressway McAlester, OK		—		413		1,669		—		—			413		1,669		2,082		202		2012		2012		15-39 years
1333 E. Main Street Weatherford, OK		—		357		1,419		—		—			357		1,419		1,776		179		2012		2012		15-39 years
2203 W. University Drive Denton, TX		—		785		1,680		—		—			785		1,680		2,465		168		2013		2013		15-39 years
2401 12th Avenue NW Ardmore, OK		—		575		1,400		—		—			575		1,400		1,975		142		2013		2013		15-39 years
1443 N Rock Road Wichita, KS		—		295		1,606		—		—			295		1,606		1,901		158		2013		2013		15-39 years
1224 SE Washington Road Bartlesville, OK		—		505		1,629		—		—			505		1,629		2,134		165		2013		2013		15-39 years
1700 & 1710 Wuesthoff Drive Melbourne, FL		—		3,320		13,281		—		—			3,320		13,281		16,601		1,677		1993		2012		15-39 years
3020 Mallory Lane Franklin, TN		—		252		2,933		—		—			252		2,933		3,185		152		2005		2015		15-39 years
1050 Bonaventure Drive Elk Grove Village, IL		—		766		3,728		—		—			766		3,728		4,494		218		1985		2015		15-39 years
4937 Clark Road Sarasota, FL		—		1,469		5,579		—		—			1,469		5,579		7,048		637		2002		2013		15-39 years
4947 Clark Road Sarasota, FL		—		1,078		5,786		—		—			1,078		5,786		6,864		630		2002		2013		15-39 years
865 S. Indiana Avenue Englewood, FL		—		239		782		—		—			239		782		1,021		88		1985		2013		15-39 years
1350 South Sunny Slope Road Brookfield, WI		—		338		4,603		—		—			338		4,603		4,941		495		2005		2013		15-39 years
2315 East Moreland Blvd Waukesha, WI		—		302		11,218		—		—			302		11,218		11,520		1,111		2005		2013		15-39 years
4455 South 108th Street Greenfield, WI		—		212		7,163		—		—			212		7,163		7,375		707		2011		2013		15-39 years

F-45

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
21700 Intertech Drive Brookfield, WI		—		331		7,542		—		—			331		7,542		7,873		769		2008		2013		15-39 years
913 North 25th Street Richmond, VA		—		348		2,986		—		—			348		2,986		3,334		256		2011		2013		15-39 years
2958 Dorchester Drive Montgomery, AL		—		94		1,303		—		—			94		1,303		1,397		130		2013		2013		15-39 years
301 North Sidney Avenue Russellvillee, AR		—		1,232		4,752		—		—			1,232		4,752		5,984		336		2010		2014		15-39 years
1900 Aldersgate Road Little Rock, AR		—		1,866		5,294		—		—			1,866		5,294		7,160		385		2012		2014		15-39 years
2740 College Avenue Conway, AR		—		1,522		3,579		—		5,624			1,522		9,203		10,725		315		2007		2014		15-39 years
17512 US Highway 441 Mt. Dora, FL		—		477		691		—		—			477		691		1,168		41		1987		2015		15-39 years
17560 US Highway 441 Mt. Dora, FL		—		1,338		4,788		—		—			1,338		4,788		6,126		216		1988		2015		15-39 years
17556 SE 109th Terrace Road Summerfield, FL		—		295		2,146		—		—			295		2,146		2,441		97		2000		2015		15-39 years
17560 SE 109th Terrace Road Summerfield, FL		—		362		2,632		—		—			362		2,632		2,994		119		2008		2015		15-39 years
600 North 14th Street Leesburg, FL		—		402		1,869		—		—			402		1,869		2,271		90		1994		2015		15-39 years
300 E. Wilson Bridge Road Worthington, OH		—		264		12,053		—		—			264		12,053		12,317		209		1979		2016		15-39 years
364 S Independence Boulevard Virginia Beach, VA		—		827		3,310		—		—			827		3,310		4,137		62		2008		2016		15-39 years
3000 Busch Lake Boulevard Tampa, FL		—		42		6,945		—		—			42		6,945		6,987		22		1999		2016		39 years
2910 Busch Lake Boulevard Tampa, FL		—		8		732		—		—			8		732		740		2		1999		2016		39 years

F-46

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
2950 Busch Lake Boulevard Tampa, FL		—		33		2,094		—		—			33		2,094		2,127		7		2013		2016		39 years
19311 State Highway 249 Houston, TX		—		405		2,586		—		—			405		2,586		2,991		9		2002		2016		15-39 years
9650 Mayflower Park Drive Carmel, IN		—		243		3,519		—		—			243		3,519		3,762		82		2006		2016		15-39 years
Other Properties:
265 Thruway Park Drive Rochester, NY		6,538		589		9,924		—		—			589		9,924		10,513		1,890		2001		2010		7-39 years
5815 Middlebrook Pike Knoxville, TN		—		744		2,246		—		—			744		2,246		2,990		425		1975		2011		15-39 years
6800 Spyglass Court Melbourne, FL		—		809		3,235		—		—			809		3,235		4,044		456		1998		2012		15-39 years
8060 Spyglass Hill Road Melbourne, FL		—		700		2,800		—		—			700		2,800		3,500		428		1997		2012		15-39 years
4500 South Hamilton Road Groveport, OH		—		710		5,087		—		—			710		5,087		5,797		444		1979		2014		15-39 years
3217 South Decker Lake Drive West Valley City, UT		—		1,336		5,822		—		10,000			1,336		15,822		17,158		867		1998		2014		15-39 years
7777 West Bluemound Road Milwaukee, WI		—		668		5,650		—		—			668		5,650		6,318		333		1989		2014		15-39 years
2420 W Baseline Road Tempe, AZ		—		1,181		14,580		—		—			1,181		14,580		15,761		685		2006		2015		15-39 years
621 Rose Street Lincoln, NE		—		1,300		13,163		—		—			1,300		13,163		14,463		591		1973		2015		15-39 years
355 Maple Avenue Harleysville, PA		—		3,513		24,767		—		—			3,513		24,767		28,280		516		1950		2016		15-39 years
1000 Nationwide Drive Harrisburg, PA		—		958		19,060		—		—			958		19,060		20,018		343		1976		2016		15-39 years
1501 Mittel Boulevard Wood Dale, IL		—		2,806		8,726		—		—			2,806		8,726		11,532		104		1986		2016		15-39 years

F-47

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and   Improvements		Total(B)
1804 McCarthy Boulevard Milpitas, CA		—		1,478		8,164		—		—			1,478		8,164		9,642		29		1982		2016		15-39 years
5900 E. Ben White Boulevard Austin, TX		—		300		29,681		—		8,649			300		38,330		38,630		109		1984		2016		15-39 years
3011 S. Babcock Street Melbourne, FL		—		1,701		12,141		—		—			1,701		12,141		13,842		43		2012		2016		15-39 years
408 S. 8th Street San Jose, CA		—		914		2,704		—		—			914		2,704		3,618		38		1920		22016		15-27.5 years
1411 Elm Avenue Norman, OK		—		68		5,358		—		—			68		5,358		5,426		75		1965		2016		15-27.5 years
2310 NW Harrison Boulevard Corvallis, OR		—		122		1,114		—		—			122		1,114		1,236		16		1939		2016		15-27.5 years
950 I-30 East Mt. Pleasant, TX		—		2,214		3,717		—		—			2,214		3,717		5,931		295		2008		2014		15-39 years
1440 13th Avenue Union Grove, WI		—		85		340		—		—			85		340		425		40		1993		2012		15-39 years
Retail Properties:
196 West Valley Avenue Birmingham, AL		—		115		1,694		—		—			115		1,694		1,809		517		1973		2006		7-39 years
2013 Center Point Parkway Birmingham, AL		—		300		1,150		—		—			300		1,150		1,450		361		2000		2006		7-39 years
3104 Peach Orchard Road Augusta, GA		1,694		270		1,108		—		—			270		1,108		1,378		309		1992		2007		15-39 years
2011 Airport Boulevard Pensacola, FL				207		1,595		—		—			207		1,595		1,802		442		1998		2007		15-39 years
3649 Phillips Highway Jacksonville, FL		—		223		1,262		—		—			223		1,262		1,485		410		1987		2007		15-39 years
9178 Chamberlayne Road Mechanicsville, VA		—		288		1,633		—		—			288		1,633		1,921		430		1996		2007		15-39 years
100 Market Drive Emporia, VA		—		325		1,841		—		—			325		1,841		2,166		528		1993		2007		15-39 years

F-48

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
20 Arthur Anderson Parkway Sarasota, FL		—		553		3,131		—		—			553		3,131		3,684		778		1994		2008		15-39 years
5055 J. Turner Butler Boulevard Jacksonville, FL		1,538		673		2,691		—		—			673		2,691		3,364		612		1998		2009		15-39 years
1530 South Mason Road Katy, TX		—		500		648		—		—			500		648		1,148		158		1997		2009		15-39 years
9827 West Main Street La Porte, TX		—		250		1,151		—		—			250		1,151		1,401		269		1996		2009		15-39 years
6601 Dalrock Road Rowlett, TX		—		350		776		—		—			350		776		1,126		194		1995		2009		15-39 years
1000 NW 24th Avenue Norman, OK		—		280		1,049		—		—			280		1,049		1,329		226		1991		2009		15-39 years
5901 West Reno Avenue Oklahoma City, OK		—		540		517		—		—			540		517		1,057		146		2001		2009		15-39 years
615 S. Main Street Ashland City, TN		—		59		973		—		—			59		973		1,032		4		1992		2016		15-39 years
1628 Main Street Cadiz, KY		—		77		1,048		—		—			77		1,048		1,125		4		1992		2016		15-39 years
729 Highway 100 Centerville, TN		—		68		965		—		—			68		965		1,033		4		2006		2016		15-39 years
106 Luyben Hills Road Kingston Springs, TN		—		92		978		—		—			92		978		1,070		4		1998		2016		15-39 years
3655 N. Mount Juliet Road Mount Juliet, TN		—		76		995		—		—			76		995		1,071		4		1994		2016		15-39 years
417 Highway 76 White House, TN		—		105		927		—		—			105		927		1,032		4		2003		2016		15-39 years
1890 Perkins Road Stillwater, OK		—		811		1,622		—		—			811		1,622		2,433		335		2008		2010		15-39 years
833 Highway 62 E Mountain Home, AR		—		338		1,016		—		—			338		1,016		1,354		203		1988		2010		15-39 years

F-49

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
1102 S Saint Louis Street Batesville, AR		—		214		1,055		—		—			214		1,055		1,269		220		1988		2010		15-39 years
2525 W. Kings Highway Paragould, AR		—		187		1,444		—		—			187		1,444		1,631		263		1990		2010		15-39 years
2055 N. Washington Street Forrest City, AR		—		84		941		—		—			84		941		1,025		197		1989		2010		15-39 years
2730 Lake Road Dyersburg, TN		—		276		1,250		—		—			276		1,250		1,526		238		1989		2010		15-39 years
849 University Street Martin, TN		—		152		858		—		—			152		858		1,010		182		1999		2010		15-39 years
1400 Rutledge Lane Union City, TN		—		72		806		—		—			72		806		878		164		1988		2010		15-39 years
2625 Alexandria Pike Highland Heights, KY		—		850		1,984		—		—			850		1,984		2,834		354		1985		2010		15-39 years
801 North Olden Street Trenton, NJ		—		477		1,431		—		—			477		1,431		1,908		252		1991		2010		15-39 years
1500 Pennington Road Trenton, NJ		—		394		1,181		—		—			394		1,181		1,575		230		1985		2010		15-39 years
610 W 4Th Street Covington, KY		—		582		1,358		—		—			582		1,358		1,940		241		1981		2010		15-39 years
1830 Easton Avenue Somerset, NJ		—		912		2,735		—		—			912		2,735		3,647		475		1992		2011		15-39 years
5855 Blaine Avenue Inver Grove Heights, MN		—		592		1,777		—		—			592		1,777		2,369		325		1997		2011		15-39 years
14400 Weaver Lake Road Maple Grove, MN		—		611		1,833		—		—			611		1,833		2,444		341		1996		2011		15-39 years
1900 Adams Street Mankato, MN		—		712		2,136		—		—			712		2,136		2,848		372		1994		2011		15-39 years
1018 Meadowlands Drive Saint Paul, MN		—		606		1,817		—		—			606		1,817		2,423		334		1994		2011		15-39 years

F-50

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
2330 N. Highland Avenue Jackson, TN		—		204		1,154		—		—			204		1,154		1,358		182		1999		2011		15-39 years
477 East Main Street Henderson, TN		—		141		800		—		—			141		800		941		119		1986		2012		15-39 years
565 West Church Street Lexington, TN		—		150		848		—		—			150		848		998		127		1995		2012		15-39 years
2479 North Central Avenue Humboldt, TN		—		118		669		—		—			118		669		787		111		1993		2012		15-39 years
3645 N. Atlantic Avenue Cocoa Beach, FL		—		283		848		—		—			283		848		1,131		123		1992		2012		15-39 years
3755 W. Lake Mary Boulevard Lake Mary, FL		—		422		1,265		—		—			422		1,265		1,687		172		1989		2012		15-39 years
1860 State Road 44 New Smyrna Beach, FL		—		382		1,146		—		—			382		1,146		1,528		194		2008		2012		15-39 years
10005 University Boulevard Orlando, FL		—		351		1,052		—		—			351		1,052		1,403		151		1990		2012		15-39 years
5400 N. Orange Blossom Trail Orlando, FL		—		219		656		—		—			219		656		875		109		1996		2012		15-39 years
302 Mall Boulevard Savannah, GA		—		390		1,170		—		—			390		1,170		1,560		171		2009		2012		15-39 years
2631 Skidaway Road Savannah, GA		—		376		1,129		—		—			376		1,129		1,505		161		2009		2012		15-39 years
3615 Mundy Mill Road Oakwood, GA		—		400		1,199		—		—			400		1,199		1,599		173		2008		2012		15-39 years
301 W. General Screven Way Hinesville, GA		—		402		1,207		—		—			402		1,207		1,609		186		2008		2012		15-39 years
113 Courthouse Road Princeton, WV		—		269		1,524		—		—			269		1,524		1,793		196		1976		2012		15-39 years
211 Meadowfield Lane Princeton, WV		—		301		1,703		—		—			301		1,703		2,004		217		1991		2012		15-39 years

F-51

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
283 Muskingum Drive Marietta, OH		—		246		1,395		—		—			246		1,395		1,641		174		2007		2012		15-39 years
550 East Main Street Pomeroy, OH		—		208		1,178		—		—			208		1,178		1,386		159		1997		2012		15-39 years
1503 Harrison Avenue Elkins, WV		—		452		1,355		—		—			452		1,355		1,807		173		1980		2012		15-39 years
1610 N. Atherton Street State College, PA		—		365		1,461		—		—			365		1,461		1,826		180		1976		2012		15-39 years
75 Tower Road Oxford, AL		—		240		958		—		—			240		958		1,198		125		1999		2012		15-39 years
150 Leon Smith Parkway Oxford, AL		—		320		1,811		—		—			320		1,811		2,131		218		2009		2012		15-39 years
170 Vaughn Lane Pell City, AL		—		237		1,340		—		—			237		1,340		1,577		160		2002		2012		15-39 years
204 15th Street E Tuscaloosa, AL		—		449		1,796		—		—			449		1,796		2,245		216		2010		2012		15-39 years
419 North Pelham Road Jacksonville, AL		—		190		1,077		—		—			190		1,077		1,267		136		2000		2012		15-39 years
4422 Old Birmingham Road Tuscaloosa, AL		—		422		1,686		—		—			422		1,686		2,108		211		2001		2012		15-39 years
1501 E. Hillsborough Avenue Tampa, FL		—		208		1,179		—		—			208		1,179		1,387		140		1980		2012		15-39 years
6620 E. Dr. MLK Boulevard Tampa, FL		—		288		1,634		—		—			288		1,634		1,922		201		1987		2012		15-39 years
5212 Brook Road Richmond, VA		—		202		1,147		—		—			202		1,147		1,349		143		1984		2012		15-39 years
153 East Swedesford Road Exton, PA		—		470		1,882		—		—			470		1,882		2,352		241		1982		2012		15-39 years
4507 Jefferson David Highway Richmond, VA		—		133		755		—		—			133		755		888		103		1981		2012		15-39 years

F-52

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
220 Lancaster Avenue Paoli, PA		—		360		1,440		—		—			360		1,440		1,800		173		1982		2012		15-39 years
4510 Challenger Avenue Roanoke, VA		—		828		1,965		—		—			828		1,965		2,793		217		2006		2013		15-39 years
706 Martin Luther King Jr. Blvd West Seffner, FL		—		127		1,910		—		—			127		1,910		2,037		179		1992		2013		15-39 years
6004 14th Street Bradenton, FL		—		277		1,621		—		—			277		1,621		1,898		156		1996		2013		15-39 years
7313 Gall Boulevard Zephyrhills, FL		—		127		1,696		—		—			127		1,696		1,823		165		1992		2013		15-39 years
3600 4th Street North Saint Petersburg, FL		—		233		1,440		—		—			233		1,440		1,673		137		1988		2013		15-39 years
7620 West Hillsborough Tampa, FL		—		189		1,234		—		—			189		1,234		1,423		126		1996		2013		15-39 years
12816 US Highway 301 Dade City, FL		—		163		802		—		—			163		802		965		88		2008		2013		15-39 years
5801 Stevens Road White Marsh, MD		—		3,223		200		—		—			3,223		200		3,423		28		1986		2013		15-39 years
8309 Quarry Road Manassas, VA		—		1,187		197		—		—			1,187		197		1,384		24		1986		2013		15-39 years
580 Church Street Morrisville, NC		—		235		46		—		—			235		46		281		7		1960		2013		15-39 years
5191 Concord Road Aston, PA		—		2,554		126		—		—			2,554		126		2,680		17		1984		2013		15-39 years
11245 Mosteller Road Cincinnatti, OH		—		1,001		173		—		—			1,001		173		1,174		29		1976		2013		15-39 years
4877 Vulcan Avenue Columbus, OH		—		757		77		—		—			757		77		834		10		1981		2013		15-39 years
899 Marshall Phelps Road Windsor, CT		—		1,887		204		—		—			1,887		204		2,091		34		1986		2013		15-39 years

F-53

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
360 Bilmar Drive Pittsburgh, PA		—		1,691		244		—		—			1,691		244		1,935		34		1989		2013		15-39 years
438 Auto Vista Drive Palmdale, CA		—		995		2,811		—		—			995		2,811		3,806		349		1991		2013		15-39 years
38958 Carriage Way Palmdale, CA		—		670		1,610		—		—			670		1,610		2,280		213		2006		2013		15-39 years
39012 Carriage Way Palmdale, CA		—		987		3,817		—		—			987		3,817		4,804		424		1991		2013		15-39 years
185 E. New Circle Road Lexington, KY		—		567		3,053		—		—			567		3,053		3,620		269		2002		2014		15-39 years
301 South White Sands Blvd Alamogordo, NM		—		22		2,117		—		—			22		2,117		2,139		172		1983		2014		15-39 years
1101 N. Main Street Roswell, NM		—		64		2,059		—		—			64		2,059		2,123		162		1990		2014		15-39 years
1300 N. Moore Road Moore, OK		—		64		1,249		—		—			64		1,249		1,313		106		1975		2014		15-39 years
4518 SE 29th Street Del City, OK		—		40		1,370		—		—			40		1,370		1,410		111		1980		2014		15-39 years
4500 S. Western Avenye Oklahoma City, OK		—		105		1,150		—		—			105		1,150		1,255		92		1977		2014		15-39 years
13606 N. Pennsylvania Ave Oklahoma City, OK		—		721		1,049		—		—			721		1,049		1,770		96		2003		2014		15-39 years
901 E. State Highway 152 Mustang, OK		—		70		1,722		—		—			70		1,722		1,792		141		2004		2014		15-39 years
1170 Garth Brooks Boulevard Yukon, OK		—		63		1,851		—		—			63		1,851		1,914		155		1994		2014		15-39 years
3815 Southwest Loop 820 Fort Worth, TX		—		487		934		—		—			487		934		1,421		78		2003		2014		15-39 years
823 South Second Avenue Kearney, NE		—		113		1,242		—		—			113		1,242		1,355		104		1982		2014		15-39 years

F-54

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
4001 Second Avenue Kearney, NE		—		176		1,238		—		—			176		1,238		1,414		107		1991		2014		15-39 years
3503 West State Street Grand Island, NE		—		425		—		—		—			425		—		425		—		1992		2014		—
103 Pony Express Lane Ogallala, NE		—		291		1,243		—		—			291		1,243		1,534		115		1986		2014		15-39 years
500 S. George Nigh Expressway McAlester, OK		—		52		1,521		—		—			52		1,521		1,573		128		2006		2014		15-39 years
3834 North Lincoln Boulevard Oklahoma City, OK		—		466		928		—		—			466		928		1,394		47		1970		2015		15-39 years
6629 San Dario Avenue Laredo, TX		—		425		2,476		—		—			425		2,476		2,901		187		2001		2014		15-39 years
2424 W Ferguson Drive Mt. Pleasant, TX		—		1,141		997		—		—			1,141		997		2,138		107		1972		2014		15-39 years
1014-1016 North Industrial Road Madill, OK		—		739		714		—		—			739		714		1,453		46		1993		2014		15-39 years
3621 East Loop 820 S Fort Worth, TX		—		1,142		554		—		—			1,142		554		1,696		45		1980		2014		15-39 years
10111 N Walton Walker Blvd Dallas, TX		—		454		449		—		—			454		449		903		42		1984		2014		15-39 years
1801 E Central Freeway Wichita Falls, TX		—		674		186		—		—			674		186		860		17		1995		2014		15-39 years
20260 I-35 South Lytle, TX		—		97		815		—		—			97		815		912		45		2008		2015		15-39 years
17902 US Hwy 59 New Caney, TX		—		37		875		—		—			37		875		912		43		1972		2015		15-39 years
3441 Clemson Boulevard Anderson, SC		—		185		2,867		—		—			185		2,867		3,052		150		2004		2015		15-39 years
156 South River Road St. George, UT		—		362		2,447		—		—			362		2,447		2,809		142		2000		2015		15-39 years

F-55

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition						Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs		Land		Buildings and Improvements		Total(B)
1280 North 30 West Tooele, UT		—		389		1,945		—		—				389		1,945		2,334		111		2000		2015		15-39 years
1352 South Providence Center Drive Cedar City, UT		—		333		2,544		—		—				333		2,544		2,877		152		2000		2015		15-39 years
1622 North 1000 West Layton, UT		—		303		3,034		—		—				303		3,034		3,337		163		1995		2015		15-39 years
2175 West City Center Court West Valley City, UT		—		327		2,222		—		—				327		2,222		2,549		123		1998		2015		15-39 years
17809 108th Avenue SE Renton, WA		—		539		1,141		—		—				539		1,141		1,680		57		1986		2015		15-39 years
10611 Pacific Avenue South Tacoma, WA		—		807		643		—		—				807		643		1,450		41		1991		2015		15-39 years
8401 South Tacoma Way Tacoma, WA		—		562		897		—		—				562		897		1,459		47		1993		2015		15-39 years
16350 West Valley Highway Tukwila, WA		—		1,170		419		—		—				1,170		419		1,589		41		1993		2015		15-39 years
2031 SW Campus Drive Federal Way, WA		—		334		1,088		—		—				334		1,088		1,422		50		1995		2015		15-39 years
9511 Bridgeport Way Lakewood, WA		—		1,372		878		—		—				1,372		878		2,250		54		1995		2015		15-39 years
1308 Burlington Boulevard Burlington, WA		—		178		1,982		—		—				178		1,982		2,160		92		2000		2015		15-39 years
515 SW 128th Street Everett, WA		—		175		1,473		—		—				175		1,473		1,648		73		1986		2015		15-39 years
702 South Meridian Puyallup, WA		—		622		—		—		—		—		622		—		622		—		1994		2015		—
1120 East Wishkah Street Aberdeen, WA		—		218		1,446		—		—				218		1,446		1,664		67		2006		2015		15-39 years
2870 Florence Boulevard Florence, AL		—		337		2,609		—		—				337		2,609		2,946		109		2011		2015		15-39 years

F-56

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
945 Wimberly Drive SW Decatur, AL		—		364		3,708		—		—			364		3,708		4,072		153		2014		2015		15-39 years
3485 Tupelo Commons Tupelo, MS		—		297		3,030		—		—			297		3,030		3,327		122		2012		2015		15-39 years
2212 East Parkway Russellvillee, AR		—		250		3,354		—		—			250		3,354		3,604		139		2014		2015		15-39 years
431 East Main Street Adamsville, TN		—		59		1,675		—		—			59		1,675		1,734		57		2005		2015		15-39 years
5701 Veterans Memorial Drive Adamsville, AL		—		123		1,924		—		—			123		1,924		2,047		69		1989		2015		15-39 years
18 Big Valley Road Alexandria, AL		—		79		2,318		—		—			79		2,318		2,397		77		2004		2015		15-39 years
36966 US Hwy 231 Ashville, AL		—		124		1,696		—		—			124		1,696		1,820		56		1999		2015		15-39 years
307 US Hwy 31 North Athens, AL		—		143		1,996		—		—			143		1,996		2,139		66		2007		2015		15-39 years
31128 1st Avenue NE Carbon Hill, AL		—		54		1,634		—		—			54		1,634		1,688		56		1998		2015		15-39 years
1190 North Park Street Carrollton, GA		—		77		2,030		—		—			77		2,030		2,107		67		2008		2015		15-39 years
55 Birmingham Road Centreville, AL		—		140		2,251		—		—			140		2,251		2,391		72		2013		2015		15-39 years
1414 Rainbow Drive Gadsden, AL		—		42		2,571		—		—			42		2,571		2,613		83		1991		2015		15-39 years
3180 Hwy 157 Cullman, AL		—		71		1,799		—		—			71		1,799		1,870		59		1997		2015		15-39 years
1641 Main Street SW Cullman, AL		—		79		1,949		—		—			79		1,949		2,028		66		2006		2015		15-39 years
2181 Hwy 78 East Dora, AL		—		18		2,280		—		—			18		2,280		2,298		69		1968		2015		15-39 years

F-57

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
15266 Hwy 278 Double Springs, AL		—		306		1,752		—		—			306		1,752		2,058		60		1995		2015		15-39 years
22714 AL Hwy 24 Moulton, AL		—		117		1,752		—		—			117		1,752		1,869		61		2003		2015		15-39 years
14445 US Hwy 431 Guntersville, AL		—		382		2,020		—		—			382		2,020		2,402		71		2015		2015		15-39 years
5320 Hwy 280 East Harpersville, AL		—		48		2,645		—		—			48		2,645		2,693		83		1995		2015		15-39 years
5888 Harvest Highway 53 Harvest, AL		—		163		2,060		—		—			163		2,060		2,223		70		2014		2015		15-39 years
520 East Main Street Henderson, TN		—		111		1,608		—		—			111		1,608		1,719		62		1987		2015		15-39 years
145 Hughes Road Madison, AL		—		209		1,958		—		—			209		1,958		2,167		68		2011		2015		15-39 years
2119 North Locust Avenue Lawrenceburg, TN		—		117		1,832		—		—			117		1,832		1,949		77		2014		2015		15-39 years
1032 North Main Street Montevallo, AL		—		60		2,203		—		—			60		2,203		2,263		73		2009		2015		15-39 years
3211 Woodward Avenue Muscle Shoals, AL		—		44		2,019		—		—			44		2,019		2,063		62		1984		2015		15-39 years
14045 US Hwy 411 Odenville, AL		—		100		1,652		—		—			100		1,652		1,752		61		2000		2015		15-39 years
201 Hwy 278 Bypass East Piedmont, AL		—		33		1,934		—		—			33		1,934		1,967		61		1981		2015		15-39 years
503 1st Avenue East Reform, AL		—		201		1,979		—		—			201		1,979		2,180		74		1992		2015		15-39 years
4170 Hwy 431 Roanoke, AL		—		83		1,625		—		—			83		1,625		1,708		54		2006		2015		15-39 years
700 Wayne Road Savannah, TN		—		62		1,693		—		—			62		1,693		1,755		59		2012		2015		15-39 years

F-58

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
1105 Montgomery Avenue Sheffield, AL		—		43		1,730		—		—			43		1,730		1,773		54		1967		2015		15-39 years
5271 Hwy 67 South Somerville, AL		—		28		1,758		—		—			28		1,758		1,786		66		2001		2015		15-39 years
444 Marietta Road Springville, AL		—		31		1,994		—		—			31		1,994		2,025		63		1993		2015		15-39 years
43023 US Hwy 72 Stevenson, AL		—		306		1,862		—		—			306		1,862		2,168		61		1985		2015		15-39 years
1460 Gadsden Hwy Trussville, AL		—		34		2,039		—		—			34		2,039		2,073		64		1992		2015		15-39 years
485 Hwy 72 West Tuscumbia, AL		—		117		1,831		—		—			117		1,831		1,948		64		2004		2015		15-39 years
32 Village Lane Wedowee, AL		—		92		1,454		—		—			92		1,454		1,546		47		2002		2015		15-39 years
1421 Winchester Road NE Huntsville, AL		—		133		2,029		—		—			133		2,029		2,162		66		2010		2015		15-39 years
900 Hansen Road Ashwaubenon, WI		—		86		2,008		—		—			86		2,008		2,094		67		1994		2015		15-39 years
1700 S. Koeller Street Oshkosh, WI		—		145		1,795		—		—			145		1,795		1,940		63		1996		2015		15-39 years
2420 E. Mason Street Green Bay, WI		—		106		1,713		—		—			106		1,713		1,819		59		1996		2015		15-39 years
2510 W. Washington Street West Bend, WI		—		113		1,704		—		—			113		1,704		1,817		59		1996		2015		15-39 years
3040 E. College Avenue Appleton, WI		—		96		1,637		—		—			96		1,637		1,733		56		1996		2015		15-39 years
3730 W. College Avenue Appleton, WI		—		95		2,478		—		—			95		2,478		2,573		81		1976		2015		15-39 years
4435 Calumet Avenue Manitowoc, WI		—		106		1,714		—		—			106		1,714		1,820		60		1996		2015		15-39 years

F-59

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
4745 Golf Road Eau Claire, WI		—		137		2,245		—		—			137		2,245		2,382		79		1994		2015		15-39 years
271 N Dupont Highway Dover, DE		—		211		3,455		—		—			211		3,455		3,666		110		1991		2015		15-39 years
302 N Interstate Drive Norman, OK		—		232		3,733		—		—			232		3,733		3,965		120		1982		2015		15-39 years
305 Merchants Road Knoxville, TN		—		151		2,775		—		—			151		2,775		2,926		96		1978		2015		15-39 years
555 South West Street Wichita, KS		—		468		3,475		—		—			468		3,475		3,943		112		1982		2015		15-39 years
575 S Telshor Boulevard Las Cruces, NM		—		108		4,069		—		—			108		4,069		4,177		133		1991		2015		15-39 years
1725 Rainbow Drive Gadsden, AL		—		219		2,915		—		—			219		2,915		3,134		96		1981		2015		15-39 years
2077 Riverside Drive Macon, GA		—		258		3,235		—		—			258		3,235		3,493		103		1972		2015		15-39 years
4455 Wadsworth Boulevard Wheat Ridge, CO		—		451		3,614		—		—			451		3,614		4,065		114		1974		2015		15-39 years
6728 S Memorial Drive Tulsa, OK		—		125		3,846		—		—			125		3,846		3,971		122		1987		2015		15-39 years
8350 3rd Street North Oakdale, MN		—		197		3,455		—		—			197		3,455		3,652		109		2006		2015		15-39 years
9415 Pineville-Matthews Road Pineville, NC		—		74		3,587		—		—			74		3,587		3,661		117		1991		2015		15-39 years
10520 Coors By-Pass NW Albuquerque, NM		—		196		3,389		—		—			196		3,389		3,585		112		2002		2015		15-39 years
12515 Elm Creek Boulevard N Maple Grove, MN		—		243		3,253		—		—			243		3,253		3,496		107		2001		2015		15-39 years
670 NW Blue Parkway Lee’s Summit, MO		—		132		3,447		—		—			132		3,447		3,579		117		2010		2015		15-39 years

F-60

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
1745 Old Fort Parkway Murfreesboro, TN		—		247		2,747		—		—			247		2,747		2,994		96		1987		2015		15-39 years
2550 Nicholasville Road Lexington, KY		—		1,258		—		—		—			1,258		—		1,258		—		1976		2015		—
2950 Plainfield Road Joliet, IL		—		686		3,072		—		—			686		3,072		3,758		107		1991		2015		15-39 years
1814 Gallatin Pike N Madison, TN		—		97		4,617		—		—			97		4,617		4,714		81		1972		2016		15-39 years
7921 Dream Street Florence, KY		—		61		4,687		—		—			61		4,687		4,748		83		1977		2016		15-39 years
2925 White Bear Avenue Maplewood, MN		—		315		1,551		—		—			315		1,551		1,866		37		1983		2016		15-39 years
4450 Rodeo Road Santa Fe, NM		—		121		2,979		—		—			121		2,979		3,100		52		1990		2016		15-39 years
7750 Winchester Road Memphis, TN		—		103		3,327		—		—			103		3,327		3,430		62		2008		2016		15-39 years
2642 Stadium Boulevard Jonesboro, AR		—		324		3,383		—		—			324		3,383		3,707		62		2011		2016		15-39 years
120 Creasy Lane S Lafayette, IN		—		285		3,436		—		—			285		3,436		3,721		63		2012		2016		15-39 years
45 Betten Court Bridgeport, WV		—		88		4,074		—		—			88		4,074		4,162		102		2007		2016		15-39 years
442 Fortman Drive St. Mary’s, OH		—		56		3,997		—		—			56		3,997		4,053		102		2011		2016		15-39 years
2948 Allentown Road Lima, OH		—		69		3,813		—		—			69		3,813		3,882		97		2009		2016		15-39 years
45131 Columbia Place Sterling, VA		18,971		24,395		—		—		—			24,395		—		24,395		—		2004		2016		—
2400 North Interstate 35 Round Rock, TX		—		769		4,176		—		—			769		4,176		4,945		72		1984		2016		15-39 years

F-61

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
2451 S. Capital of Texas Hwy Austin, TX		—		1,184		5,678		—		—			1,184		5,678		6,862		99		1998		2016		15-39 years
7709 Ranch Road 620 N Austin, TX		—		2,104		7,566		—		—			2,104		7,566		9,670		139		2006		2016		15-39 years
11570 Research Boulevard Austin, TX		—		4,190		7,829		—		—			4,190		7,829		12,019		138		1994		2016		15-39 years
1724 W. Everly Brothers Blvd Central City, KY		—		315		580		—		—			315		580		895		12		1978		2016		15-39 years
814 Frederica Street Owensboro, KY		—		177		615		—		—			177		615		792		11		1972		2016		15-39 years
8000 State Road 66 Newburgh, IN		—		330		—		—		—			330		—		330		—		1994		2016		—
2015 E Malone Avenue Sikeston, MO		—		205		2,235		—		—			205		2,235		2,440		41		1940		2016		15-39 years
1000-1108 N Fares Avenue Evansville, IN		—		636		3,655		—		—			636		3,655		4,291		63		1949		2016		15-39 years
400-500 NW Fourth Street Evansville, IN		—		244		2,375		—		—			244		2,375		2,619		40		1909		2016		15-39 years
1200 W Dufour Street Marion, IL		—		314		2,089		—		—			314		2,089		2,403		36		1970		2016		15-39 years
802 First Street Kennett, MO		—		191		1,198		—		—			191		1,198		1,389		21		1970		2016		15-39 years
2810 Westwood Boulevard Poplar Bluff, MO		—		149		1,794		—		—			149		1,794		1,943		33		1970		2016		15-39 years
2000 Independence Street Cape Girardeau, MO		—		76		542		—		—			76		542		618		11		1988		2016		15-39 years
3480 Nash Road Scott City, MO		—		260		3,052		—		—			260		3,052		3,312		54		1978		2016		15-39 years
1400 N. Green Street Henderson, KY		—		290		729		—		—			290		729		1,019		14		1973		2016		15-39 years

F-62

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
1400 S. Division Street Blytheville, AR		—		413		3,405		—		—			413		3,405		3,818		64		1966		2016		15-39 years
600 N Jackson Street Harrisburg, IL		—		131		839		—		—			131		839		970		14		1970		2016		15-39 years
4121 Highway 31 East Clarksville, IN		—		1,091		3,890		—		—			1,091		3,890		4,981		74		1961		2016		15-39 years
1230 Alsop Lane Owensboro, KY		—		499		734		—		—			499		734		1,233		14		1976		2016		15-39 years
5911 Pearl Court Evansville, IN		—		203		369		—		—			203		369		572		10		2001		2016		15-39 years
12624 S Northgate Drive Haubstadt, IN		—		379		1,349		—		—			379		1,349		1,728		28		2005		2016		15-39 years
7695 S 1150 E Otterbein, IN		—		177		1,385		—		—			177		1,385		1,562		30		1978		2016		15-39 years
2925 Ross Clark Creek Dothan, AL		—		539		2,551		—		—			539		2,551		3,090		28		1997		2016		15-39 years
1820 Raymond Diehl Road Tallahassee, FL		—		864		2,184		—		—			864		2,184		3,048		25		1995		2016		15-39 years
995 N. Peachtree Parkway Peachtree City, GA		—		476		2,590		—		—			476		2,590		3,066		29		1997		2016		15-39 years
1824 Club House Drive Valdosta, GA		—		524		2,504		—		—			524		2,504		3,028		28		1997		2016		15-39 years
15608 S Harlem Avenue Orland Park, IL		—		686		2,358		—		—			686		2,358		3,044		28		1994		2016		15-39 years
6007 E. State Street Rockford, IL		—		450		2,701		—		—			450		2,701		3,151		30		1996		2016		15-39 years
3201 W 3rd Street Bloomington, IN		—		240		2,761		—		—			240		2,761		3,001		28		1994		2016		15-39 years
3730 S. Reed Rd. Kokomo, IN		—		106		3,065		—		—			106		3,065		3,171		30		1995		2016		15-39 years

F-63

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition					Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs	Land		Buildings and Improvements		Total(B)
6435 Dixie Highway Clarkston, MI		—		284		2,788		—		—			284		2,788		3,072		34		1997		2016		15-39 years
1515 W. 14 Mile Road Madison Heights, MI		—		58		3,094		—		—			58		3,094		3,152		30		1995		2016		15-39 years
7873 Conference Court Drive Brighton, MI		—		102		2,920		—		—			102		2,920		3,022		33		1998		2016		15-39 years
1501 Boardman Road Jackson, MI		—		177		2,846		—		—			177		2,846		3,023		31		1996		2016		15-39 years
250 Mitchelle Drive Hendersonville, NC		—		165		2,928		—		—			165		2,928		3,093		34		2000		2016		15-39 years
111 Howell Road New Bern, NC		—		284		2,525		—		—			284		2,525		2,809		28		2000		2016		15-39 years
2625 West Craig Road Las Vegas, NV		—		962		2,086		—		—			962		2,086		3,048		26		2002		2016		15-39 years
230 Lake Drive East Cherry Hill, NJ		—		791		2,340		—		—			791		2,340		3,131		28		1992		2016		15-39 years
3527 N. Union Deposit Road Harrisburg, PA		—		735		2,340		—		—			735		2,340		3,075		26		1994		2016		15-39 years
9395 McKnight Road Pittsburgh, PA		—		363		3,488		—		—			363		3,488		3,851		38		1996		2016		15-39 years
1550 I-10 South Beaumont, TX		—		206		3,241		—		—			206		3,241		3,447		35		1996		2016		15-39 years
1101 N. Beckley Avenue Desoto, TX		—		535		2,542		—		—			535		2,542		3,077		29		1999		2016		15-39 years
2211 S. Stemmons Freeway Lewisville, TX		—		299		2,786		—		—			299		2,786		3,085		29		1994		2016		15-39 years
502 West Bay Area Boulevard Webster, TX		—		591		2,622		—		—			591		2,622		3,213		30		1995		2016		15-39 years
261 University Boulevard Harrisonburg, VA		—		444		2,645		—		—			444		2,645		3,089		31		1998		2016		15-39 years

F-64

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Description	Encumbrance		Initial Costs to Company(A)				Costs Capitalized Subsequent to Acquisition						Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction		Date Acquired		Life on Which Depreciation is Computed
			Land		Buildings and Improvements		Land		Improvements		Carrying Costs		Land		Buildings and Improvements		Total(B)
111 Hylton Lane, Beckley WV		—		194		3,049		—		—				194		3,049		3,243		33		1997		2016		15-39 years
1501 E. Washington Road Ithaca, MI		—		739		2,669		—		—				739		2,669		3,408		12		2015		2016		15-39 years
4005 Douglas Highway Gillette, WY		—		366		3,447		—		—				366		3,447		3,813		14		2014		2016		15-39 years
Total	$	107,524	$	287,574	$	1,425,885	$	702	$	29,242	$	—	$	288,276	$	1,455,127	$	1,743,403	$	105,703

Notes:

(A) The initial cost to the Company represents the original purchase price of the property (see Note 4).

(B) The aggregate cost of real estate owned as of December 31, 2016 for U.S. federal income tax purposes was approximately $1,700,000.

F-65

Broadstone Net Lease, Inc. and Subsidiaries

Schedule III – Real Estate and Accumulated Depreciation

As of December 31, 2016

(in thousands)

Change in Total Real Estate Assets

	For the Years Ended December 31,
	2016			2015			2014
Balance, beginning of period	$	1,306,515		$	833,238		$	635,540
Acquisitions and building improvements		469,460			490,165			222,009
Dispositions		(32,572	)		(16,888	)		(24,311	)
Balance, end of period	$	1,743,403		$	1,306,515		$	833,238

Change in Accumulated Depreciation

	For the Years Ended December 31,
	2016			2015			2014
Balance, beginning of period	$	70,171		$	46,831		$	31,095
Depreciation expense		37,976			23,820			17,538
Dispositions		(2,444	)		(480	)		(1,802	)
Balance, end of period	$	105,703		$	70,171		$	46,831

F-66

EX-3.1

EXHIBIT 3.1

ARTICLES OF INCORPORATION

OF

BROADSTONE NET LEASE, INC.

ARTICLE I

NAME

The name of the corporation is Broadstone Net Lease, Inc. (the “Corporation”).

ARTICLE II

PURPOSE

The purposes for which the Corporation is formed are to engage in any lawful act or activity (including, without limitation or obligation, qualifying as a real estate investment trust under Sections 856 through 860, or any successor sections, of the Internal Revenue Code of 1986, as amended (the “Code”)) for which corporations may be organized under the Maryland General Corporation Law, as amended from time to time (the “MGCL”) and the general laws of the State of Maryland as now or hereafter in force.

ARTICLE III

RESIDENT AGENT AND PRINCIPAL OFFICE

The name and address of the resident agent for service of process of the Corporation in the State of Maryland is National Corporate Research, Ltd., 836 Park Avenue, Second Floor, Baltimore, MD 21201. The address of the Corporation’s principal office in the State of Maryland is Broadstone Net Lease, Inc., c/o National Corporate Research, Ltd., 836 Park Avenue, Second Floor, Baltimore, MD 21201. The Corporation may have such other offices and places of business within or outside the State of Maryland as the board may from time to time determine.

ARTICLE IV

DEFINITIONS

As used herein, the following terms shall have the following meanings unless the context otherwise requires:

Asset Manager. The Person responsible for directing or performing the day-to-day business affairs of the Corporation by delegation from the Board, which initially shall be Broadstone Asset Management, LLC, a New York limited liability company, an Affiliate of the Corporation.

Affiliate. An Affiliate of another Person includes any of the following:

(a) any Person directly or indirectly controlling, controlled by or under common control with such other Person;

(b) any executive officer, director, trustee or general partner of such other Person; and

(c) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

Board. The Board of Directors of the Corporation.

Bylaws. The bylaws of the Corporation, as amended from time to time.

Capital Stock. All classes or series of stock of the Corporation, including, without limitation, Common Stock and Preferred Stock.

Code. The term has the meaning set forth in Article II herein. References to Code sections shall mean such sections of the Code or any successor provision, in each case as modified by regulations adopted by the Internal Revenue Service with respect to such sections.

Common Stock. The term has the meaning set forth in Section 6.1 hereof.

Corporation. The term has the meaning set forth in Article I herein.

Determined Share Value. The value of a share of Common Stock set by the Independent Directors Committee from time to time.

Distributions. Any distributions of money or other property by the Corporation to owners of shares of Capital Stock, including dividends and distributions that may constitute a return of capital for federal income tax purposes, as set forth in Section 6.8 hereof.

Holder. Any Person who holds Capital Stock.

Independent Director. Any director of the Corporation who is not:

(a) employed by the Corporation or any of its subsidiaries;

(b) employed by or have any equity interest in the Asset Manager or any of its Affiliates; or

(c) a Person determined by the Independent Directors Committee to have such personal, business or professional relationships with the Asset Manager or any of its Affiliates such that the Person’s exercise of independent judgment would likely be compromised.

Independent Directors Committee. The term has the meaning set forth in Article IX.

MGCL. The term has the meaning set forth in Article II hereof.

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Operating Company. Broadstone Net Lease, LLC, a New York limited liability company of which the Corporation will be managing member.

Person. An individual, corporation, association, business trust, estate, trust, partnership, limited liability company or other legal entity.

Preferred Stock. The term has the meaning set forth in Section 6.1 herein.

REIT. A real estate investment trust under Sections 856 through 860 of the Code or any successor provisions.

Securities. Any of the following issued by the Corporation, as the context requires: shares of Capital Stock, any other stock, shares or other evidences of equity or beneficial or other interests, voting trust certificates, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in, temporary or interim certificates for, receipts for, guarantees of, or warrants, options or rights to subscribe to, purchase or acquire, any of the foregoing.

ARTICLE V

BOARD OF DIRECTORS

Section 5.1.    Number and Term of Directors.

(a)    The business and affairs of the Corporation shall be managed under the direction of the Board. The Board shall consist initially of two (2) directors until immediately prior to the time that the Corporation shall have more than one stockholder at which time the Board shall be increased by the number of Independent Directors elected by the Board at that time. The number of members of the Board may be increased or decreased pursuant to the Bylaws, but shall never be fewer than the minimum number required to at all times have a sufficient number of Independent Directors for the Independent Directors Committee. A majority of the seats on the Board will be held by Independent Directors.

(b)    Each director shall hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified. Directors may be elected to an unlimited number of successive terms.

(c)    The names of the initial directors are:

Norman P. Leenhouts

Amy L. Tait

(d)    Any and all vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining Directors in office, even if the remaining Directors do not constitute a quorum, and any Director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which such vacancy occurred. Vacancies among the Independent Directors’ positions shall be filled by individuals who would be Independent

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Directors. No reduction in the number of Directors shall cause the removal of any Director from office prior to the expiration of his or her term, except as may otherwise be provided in the terms of any Preferred Shares.

Section 5.2.    General Powers of the Board. The business and affairs of the Corporation shall be managed under the direction of the Board. The Board shall monitor the administrative procedures, investment operations and performance of the Corporation and the Operating Company and may delegate to the Asset Manager the power and authority to assure that such policies are carried out. The Board may take any action that, in its sole judgment and discretion, is necessary or desirable to conduct the business of the Corporation. The Articles of Incorporation shall be construed with a presumption in favor of the grant of power and authority to the Board. The enumeration and definition of particular powers of the Board included in this Article V shall in no way be construed in any manner to exclude or limit the powers conferred upon the Board under the general laws of the State of Maryland as now or hereafter in force.

Section 5.3.    Authorization by Board of Stock Issuance. The Board may authorize the issuance from time to time of shares of Capital Stock of the Corporation of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its Capital Stock of any class or series, whether now or hereafter authorized, for such consideration as the Board may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the Articles of Incorporation or the Bylaws.

Section 5.4.    Determinations by Board. The determination as to any of the following matters, made in good faith by or pursuant to the direction of the Board or any Committee of the Board consistent with the Articles of Incorporation and in the absence of actual receipt of an improper benefit in money, property or services or active and deliberate dishonesty established by a court, shall be final and conclusive and shall be binding upon the Corporation and every Holder of shares of its Capital Stock: the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of Distributions on its Capital Stock and to members of the Operating Company, or repurchase or redemption of its Capital Stock; the amount of paid-in surplus, net assets, other surplus, annual or other net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation; the determination of the Determined Share Value; and any matters relating to the acquisition, holding and disposition of any assets by the Corporation.

To the fullest extent provided under Section 2-104(b)(9) of the MGCL, the Board may, but is not required, in considering a potential acquisition by any Person of control of the Corporation or substantially all of its assets, to consider the effect of the potential acquisition: (i) Holders, employees, suppliers, customers, and creditors of the Corporation, and (ii) the communities in which the offices of the Corporation or the properties owned, directly or indirectly, by it are located.

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Section 5.5.    REIT Qualification. If the Corporation elects to qualify for federal income tax treatment as a REIT, the Board shall use its reasonable best efforts to take such actions as are necessary or appropriate to preserve the status of the Corporation as a REIT; however, if the Board determines that it is no longer in the best interests of the Corporation to continue to be qualified as a REIT, the Board may revoke or otherwise terminate the Corporation’s REIT election pursuant to Section 856(g) of the Code. The Board also may determine that compliance with any restriction or limitation set forth in this Articles of Incorporation which is intended to preserve the status of the Corporation as a REIT, including, without limitation, the restrictions and limitations on ownership and transfers of Capital Stock set forth in Article VII, is no longer required for REIT qualification and may waive compliance with any such restriction or limitation at any time or from time to time with respect to any Holder to the extent approved by the Independent Directors Committee.

Section 5.6.    Financings. The Board shall have the power and authority to borrow or, in any other manner, raise money for the purposes and on the terms it determines, which terms may (a) include evidencing the same by issuance of Securities of the Corporation and (b) have such provisions as the Board may determine, including, without limitation, to redeem or reacquire such Securities; to enter into other contracts or obligations on behalf of the Corporation; to guarantee, indemnify or act as surety with respect to payment or performance of obligations of any Person; and to mortgage, pledge, assign, grant security interests in or otherwise encumber the Corporation’s assets to secure any such Securities of the Corporation, contracts or obligations (including guarantees, indemnifications and suretyships); and to renew, modify, release, compromise, extend, consolidate or cancel, in whole or in part, any obligation to or of the Corporation or participate in any reorganization of obligors to the Corporation.

ARTICLE VI

STOCK

Section 6.1.    Authorized Shares. The total number of shares of Capital Stock that the Corporation shall have authority to issue is 100,000,000, of which (i) 80,000,000 shares shall be designated as common stock, $0.001 par value per share (“Common Stock”), and 20,000,000 shares shall be designated as preferred stock, $0.001 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of Capital Stock having par value is $100,000.00. The Board, with the approval of a majority of the directors and without any action by the stockholders of the Corporation, may amend the Articles of Incorporation from time to time to increase or decrease the aggregate number of shares of Capital Stock or the number of shares of Capital Stock of any class or series that the Corporation has the authority to issue.

Section 6.2.    Common Stock. Subject to the provisions of Article VII, each share of Common Stock shall entitle the Holder thereof to one vote. The Board may reclassify any unissued shares of Common Stock from time to time in one or more classes or series of Capital Stock.

Section 6.3.    Preferred Stock. The Board may classify any unissued shares of Preferred Stock and reclassify any previously classified but unissued shares of Preferred Stock of any series from time to time in one or more series of Capital Stock.

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Section 6.4.    Classified or Reclassified Shares. Prior to the issuance of classified or reclassified shares of any class or series, the Board by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of Capital Stock of the Corporation; (b) specify the number of shares to be included in the class or series; (c) set or change, subject to the provisions of Article VII and subject to the express terms of any class or series of Capital Stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other Distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland with respect to such class or series. Any of the terms of any class or series of Capital Stock set or changed pursuant to clause (c) of this Section 6.4 may be made dependent upon facts or events ascertainable outside the Articles of Incorporation (including determinations by the Board or other facts or events within the control of the Corporation) and may vary among Holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of Capital Stock is clearly and expressly set forth in the articles supplementary filed with the State Department of Assessments and Taxation of Maryland.

Section 6.5.    Articles of Incorporation and Bylaws. All Persons who shall acquire Capital Stock in the Corporation shall acquire the same subject to the provisions of the Articles of Incorporation and the Bylaws.

Section 6.6.    No Preemptive Rights. Except as may be provided by the Board in setting the terms of classified or reclassified shares of Capital Stock pursuant to Section 6.4, no Holder of shares of Capital Stock of the Corporation shall, as such Holder, have any preemptive right to purchase or subscribe for any additional shares of Capital Stock of the Corporation or any other security of the Corporation which it may issue or sell.

Section 6.7.    Issuance of Shares Without Certificates. The Board may authorize the issuance of shares of Capital Stock without certificates. The Corporation shall treat the Holder of uncertificated Capital Stock registered on its stock ledger as the owner of the shares noted therein until receipt of appropriate evidence of transfer in accordance with the terms of the By-laws of the Corporation.

Section 6.8.    Distributions. The Board from time to time may authorize the Corporation to declare and pay to Holders such Distributions in cash or other assets of the Corporation or in Securities of the Corporation or from any other source as the Board in its discretion shall determine. To the extent permitted under applicable law, the Board shall endeavor to authorize the Corporation to declare and pay such Distributions as shall be necessary for the Corporation to qualify as a REIT under the REIT Provisions of the Code unless the Board has determined, in its sole discretion, that qualification as a REIT is not in the best interests of the Corporation; provided, however, Holders shall have no right to any Distribution unless and until authorized by the Board and declared by the Corporation. The Board shall authorize and direct the Operating Company to make distributions to its members on the same basis as Distributions declared and paid with respect to the Common Stock. The exercise of the powers and rights of the Board pursuant to this section shall be subject to the provisions of any class or series of shares of Capital Stock at the time outstanding. The receipt by any Person in whose name any Shares of Capital Stock are registered on the records of the Corporation or by his or her duly authorized

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agent shall be a sufficient discharge for all Distributions payable or deliverable in respect of such shares of Capital Stock and from all liability to see to the application thereof. Distributions in kind shall not be permitted, except for: (a) distributions of readily marketable Securities, (b) distributions of beneficial interests in a liquidating trust established for the dissolution of the Corporation and the liquidation of its assets in accordance with the terms of the Articles of Incorporation, or (c) distributions in which: (i) the Board advises each stockholder of the risks associated with direct ownership of the property, (ii) the Board offers each stockholder the election of receiving such in-kind distributions, and (iii) in-kind distributions are made only to those Holders that accept such offer.

Section 6.9.    Distribution Reinvestment Plans. The Corporation may establish, from time to time, a plan or plans for the reinvestment of Distributions made with respect to Capital Stock, and distributions made by the Operating Company with respect to its membership units, in Securities of the Corporation.

Section 6.10.    Repurchase of Shares. The Corporation may establish, from time to time, a program or programs by which the Corporation voluntarily repurchases shares of its Capital Stock from its stockholders; provided, however, that such repurchase does not violate Section 2.311 of the MGCL.

Section 6.11.    Business Combination Statute. The Maryland Business Combination Act, found in Title 3, Subtitle 6 of the MGCL, as amended from time to time, or any successor statute thereto, shall not apply to any “business combination” (as defined in Section 3-601(e) of the MGCL, as amended from time to time, or any successor statute thereto) between the Corporation and any Person.

Section 6.12.    Control Share Acquisition Act. The Maryland Control Share Acquisition Act, found in Title 3, Subtitle 7 of the MGCL, as amended from time to time, or any successor statute thereto, shall not apply to any acquisition of Securities of the Corporation by any Person.

ARTICLE VII

RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES

Section 7.1.    Definitions. As used in this Article VII, the following terms shall have the following meanings:

Aggregate Stock Ownership Limit. A number of shares of Capital Stock equal to 9.8% in value of the aggregate of the outstanding shares of Capital Stock. The value of the outstanding shares of Capital Stock shall be determined by the Board in good faith, which determination shall be conclusive for all purposes hereof.

Beneficial Ownership. Ownership of Capital Stock by a Person, whether the interest in the shares of Capital Stock is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. The terms “Beneficial Owner,” “Beneficially Owns,” “Beneficially Owning” and “Beneficially Owned” shall have the correlative meanings.

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Business Day. Any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.

Charitable Beneficiary. One or more beneficiaries of the Trust as determined pursuant to Section 7.3.6, provided that each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

Common Stock Ownership Limit. A number of shares of Capital Stock equal to 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Common Stock of the Corporation. The number and value of outstanding shares of Common Stock of the Corporation shall be determined by the Board in good faith, which determination shall be conclusive for all purposes hereof.

Constructive Ownership. Ownership of Capital Stock by a Person, whether the interest in the shares of Capital Stock is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns,” “Constructively Owning” and “Constructively Owned” shall have the correlative meanings.

Determined Share Value. With respect to any class or series of outstanding shares of Capital Stock, the price most recently determined by the Independent Directors Committee based on the net asset value of the Corporation’s assets and such other factors as the Independent Directors Committee may, in its sole discretion determine or, in the event the class or series of shares of Capital Stock is traded on a national securities exchange the closing or last sale price for such Capital Stock, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Capital Stock.

Excepted Holder. A stockholder of the Corporation for whom an Excepted Holder Limit is created by this Articles of Incorporation or by the Board pursuant to Section 7.2.7.

Excepted Holder Limit. The percentage limit established by the Board pursuant to Section 7.2.7 provided that the affected Excepted Holder agrees to comply with the requirements established by the Board pursuant to Section 7.2.7, and subject to adjustment pursuant to Section 7.2.8.

Initial Date. The date upon which the Articles of Incorporation containing this Article VII is filed with the State Department of Assessments and Taxation of Maryland.

Prohibited Owner. With respect to any purported Transfer, any Person who but for the provisions of Section 7.2.1(b) would Beneficially Own or Constructively Own shares of Capital Stock and, if appropriate in the context, shall also mean any Person who would have been the record owner of the shares that the Prohibited Owner would have so owned.

Restriction Termination Date. The first day after the Initial Date on which the Independent Directors Committee determines that it is no longer in the best interests of the

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Corporation to attempt to, or continue to, qualify as a REIT or that compliance with the restrictions and limitations on Beneficial Ownership, Constructive Ownership and Transfers of shares of Capital Stock set forth herein is no longer required in order for the Corporation to qualify as a REIT.

Transfer. Any issuance, sale, transfer, gift, assignment, devise or other disposition as well as any other event that causes any Person to acquire Beneficial Ownership or Constructive Ownership, or any agreement to take any such actions or cause any such events, of Capital Stock or the right to vote or receive distributions on Capital Stock, including: (a) the granting or exercise of any option (or any disposition of any option) with respect to Capital Stock, (b) any acquisition or disposition of any securities or rights convertible into or exchangeable for Capital Stock or any interest in Capital Stock or any exercise of any such conversion or exchange right, and (c) Transfers of interests in other entities that result in changes in Beneficial Ownership or Constructive Ownership of Capital Stock; in each case, whether voluntary or involuntary, whether owned of record, Constructively Owned or Beneficially Owned and whether by operation of law or otherwise. The terms “Transferring” and “Transferred” shall have the correlative meanings.

Trust. Any trust provided for in Section 7.3.1.

Trustee. The Person unaffiliated with the Corporation and a Prohibited Owner that is appointed by the Corporation to serve as trustee of the Trust.

Section 7.2.    Capital Stock.

Section 7.2.1.    Ownership Limitations. During the period commencing on the Initial Date and prior to the Restriction Termination Date:

(a)    Basic Restrictions.

(i)    (1) No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own shares of Capital Stock in excess of the Aggregate Stock Ownership Limit, (2) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own shares of Common Stock in excess of the Common Stock Ownership Limit, and (3) no Excepted Holder shall Beneficially Own or Constructively Own shares of Capital Stock in excess of the Excepted Holder Limit for such Excepted Holder.

(ii)    No Person shall Beneficially Own or Constructively Own shares of Capital Stock to the extent that such Beneficial Ownership or Constructive Ownership of Capital Stock would result in the Corporation being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), or otherwise failing to qualify as a REIT (including, but not limited to, Beneficial Ownership or Constructive Ownership that would result in the Corporation owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation from such tenant would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code).

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(iii)    Notwithstanding any other provisions contained herein, any Transfer of shares of Capital Stock that, if effective, would result in the Capital Stock being Beneficially Owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Capital Stock; provided, however, that the Board may waive this Section 7.2.1(a)(iii) if, in the opinion of the Board, such Transfer would not adversely affect the Corporation’s ability to qualify as a REIT.

(b)    Transfer in Trust. If any Transfer of shares of Capital Stock occurs that, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Capital Stock in violation of Section 7.2.1(a)(i) or Section 7.2.1(a)(ii):

(i)    then that number of shares of Capital Stock the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 7.2.1(a)(i) or Section 7.2.1(a)(ii) (rounded to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 7.3, effective as of the close of business on the Business Day prior to the date of such Transfer and such Person shall acquire no rights in such shares; provided, however,

(ii)    if the transfer to the Trust described in clause (i) of this sentence would not be effective for any reason to prevent the violation of Section 7.2.1(a)(i) or Section 7.2.1(a)(ii), then the Transfer of that number of shares of Capital Stock that otherwise would cause any Person to violate Section 7.2.1(a)(i) or Section 7.2.1(a)(ii) shall be void ab initio and the intended transferee shall acquire no rights in such shares of Capital Stock.

Section 7.2.2.    Remedies for Breach. If the Board shall at any time determine in good faith that a Transfer or other event has taken place that results in a violation of Section 7.2.1(a) or that a Person intends to acquire or has attempted to acquire Beneficial Ownership or Constructive Ownership of any shares of Capital Stock in violation of Section 7.2.1(a) (whether or not such violation is intended), the Board or a committee thereof shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Corporation to redeem shares, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer or other event; provided, however, that any Transfers or attempted Transfers or other events in violation of Section 7.2.1(a) shall automatically result in the transfer to the Trust described above and, where applicable, such Transfer (or other event) shall be void ab initio as provided above, irrespective of any action (or non-action) by the Board.

Section 7.2.3.    Notice of Restricted Transfer. Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of shares of Capital Stock that will or may violate Section 7.2.1(a) or any Person who would have owned shares of Capital Stock that resulted in a transfer to the Trust pursuant to the provisions of Section 7.2.1(b) shall immediately give written notice to the Corporation of such event or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer on the Corporation’s status as a REIT.

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Section 7.2.4.    Owners Required to Provide Information. From the Initial Date and prior to the Restriction Termination Date:

(a)    every owner of more than five percent (or such other percentage as required by the Code or the Treasury Regulations promulgated thereunder) of the outstanding shares of Capital Stock, within 30 days after the end of each taxable year, shall give written notice to the Corporation stating the name and address of such owner, the number of shares of Capital Stock and other shares of the Capital Stock Beneficially Owned and a description of the manner in which such shares are held. Each such owner shall provide to the Corporation such additional information as the Corporation may request in order to determine the effect, if any, of such Beneficial Ownership on the Corporation’s status as a REIT and to ensure compliance with the Aggregate Stock Ownership Limit.

(b)    each Person who is a Beneficial Owner or Constructive Owner of Capital Stock and each Person (including the stockholder of record) who is holding Capital Stock for a Beneficial Owner or Constructive Owner shall provide to the Corporation such information as the Corporation may request, in good faith, in order to determine the Corporation’s status as a REIT and to comply with requirements of any taxing authority or governmental authority or to determine such compliance.

Section 7.2.5.    Remedies Not Limited. Subject to Section 5.7, nothing contained in this Section 7.2 shall limit the authority of the Board to take such other action as it deems necessary or advisable to protect the Corporation and the interests of its stockholders in preserving the Corporation’s status as a REIT.

Section 7.2.6.    Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Section 7.2, Section 7.3 or any definition contained in Section 7.1, the Board shall have the power to determine the application of the provisions of this Section 7.2 or Section 7.3 with respect to any situation based on the facts known to it. In the event Section 7.2 or Section 7.3 requires an action by the Board and the Articles of Incorporation fails to provide specific guidance with respect to such action, the Board shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of Sections 7.1, 7.2 or 7.3.

Section 7.2.7.    Exceptions.

(a)    Subject to Section 7.2.1(a)(ii), the Board, in its sole discretion, may exempt a Person from the Aggregate Stock Ownership Limit and the Common Stock Ownership Limit, as the case may be, and may establish or increase an Excepted Holder Limit for such Person if:

(i)    the Board obtains such representations and undertakings from such Person as are reasonably necessary to ascertain that no Person’s Beneficial Ownership or Constructive Ownership of such shares of Capital Stock will violate Section 7.2.1(a)(ii);

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(ii)    such Person does not and represents that it will not own, actually or Constructively, an interest in a tenant of the Corporation (or a tenant of any entity owned or controlled by the Corporation) that would cause the Corporation to own, actually or Constructively, more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant and the Board obtains such representations and undertakings from such Person as are reasonably necessary to ascertain this fact (for this purpose, a tenant from whom the Corporation (or an entity owned or controlled by the Corporation) derives (and is expected to continue to derive) a sufficiently small amount of revenue such that, in the opinion of the Board, rent from such tenant would not adversely affect the Corporation’s ability to qualify as a REIT shall not be treated as a tenant of the Corporation); and

(iii)    such Person agrees that any violation or attempted violation of such representations or undertakings (or other action which is contrary to the restrictions contained in Sections 7.2.1 through 7.2.6) will result in such shares of Capital Stock being automatically transferred to a Trust in accordance with Section 7.2.1(b) and Section 7.3.

(b)    Prior to granting any exception pursuant to Section 7.2.7(a), the Board may require a ruling from the Internal Revenue Service or an opinion of counsel, in either case, in form and substance satisfactory to the Board in its sole discretion, as it may deem necessary or advisable in order to determine or ensure the Corporation’s status as a REIT. Notwithstanding the receipt of any ruling or opinion, the Board may impose such conditions or restrictions as it deems appropriate in connection with granting such exception.

(c)    Subject to Section 7.2.1(a)(ii), an underwriter which participates in a public offering or a private placement of Capital Stock (or securities convertible into or exchangeable for Capital Stock) may Beneficially Own or Constructively Own shares of Capital Stock (or securities convertible into or exchangeable for Capital Stock) in excess of the Aggregate Stock Ownership Limit, the Common Stock Ownership Limit or both such limits, but only to the extent necessary to facilitate such public offering or private placement.

(d)    The Board may only reduce the Excepted Holder Limit for an Excepted Holder: (i) with the written consent of such Excepted Holder at any time or (ii) pursuant to the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder. No Excepted Holder Limit shall be reduced to a percentage that is less than the Common Stock Ownership Limit.

Section 7.2.8.    Increase in Aggregate Stock Ownership Limit and Common Stock Ownership Limit. The Board may from time to time increase the Common Stock Ownership Limit and the Aggregate Stock Ownership Limit.

Section 7.2.9.    Notice of Restrictions on Transferability. Each Holder of an uncertificated share shall be sent a full statement about certain restrictions on transferability on request and without charge.

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Section 7.3.    Transfer of Capital Stock in Trust.

Section 7.3.1.    Ownership in Trust. Upon any purported Transfer or other event described in Section 7.2.1(b) that would result in a transfer of shares of Capital Stock to a Trust, such shares of Capital Stock shall be deemed to have been transferred to the Trustee as trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or other event that results in the transfer to the Trust pursuant to Section 7.2.1(b). The Trustee shall be appointed by the Corporation and shall be a Person unaffiliated with the Corporation and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 7.3.6.

Section 7.3.2.    Status of Shares Held by the Trustee. Shares of Capital Stock held by the Trustee shall be issued and outstanding shares of Capital Stock of the Corporation. The Prohibited Owner shall have no rights in the shares held by the Trustee. The Prohibited Owner shall not benefit economically from ownership of any shares held in trust by the Trustee and shall have no rights to dividends or other distributions attributable to the shares held in the Trust.

Section 7.3.3.    Distributions and Voting Rights. The Trustee shall have all voting rights and rights to distributions with respect to shares of Capital Stock held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Corporation that the shares of Capital Stock have been transferred to the Trustee shall be paid by the recipient of such distribution to the Trustee upon demand, and any distribution authorized but unpaid shall be paid when due to the Trustee. Any distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Trust, and, subject to Maryland law, effective as of the date that the shares of Capital Stock have been transferred to the Trustee, the Trustee shall have the authority with respect to the shares held in the Trust (at the Trustee’s sole discretion): (a) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Corporation that the shares of Capital Stock have been transferred to the Trustee, and (b) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Corporation has already taken corporate action based upon the outcome of such vote, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VII, until the Corporation has received notification that shares of Capital Stock have been transferred into a Trust, the Corporation shall be entitled to rely on its share transfer and other stockholder records for purposes of preparing lists of stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of stockholders.

Section 7.3.4.    Sale of Shares by Trustee. Within 20 days of receiving notice from the Corporation that shares of Capital Stock have been transferred to the Trust, the Trustee of the Trust shall sell the shares held in the Trust to a Person, designated by the Trustee, whose ownership of the shares will not violate the ownership limitations set forth in Section 7.2.1(a). Upon such sale, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 7.3.4. The Prohibited Owner shall receive the

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lesser of: (a) the price paid by the Prohibited Owner for the shares or, if the Prohibited Owner did not give value for the shares in connection with the event causing the shares to be held in the Trust (e.g., in the case of a gift, devise or other such transaction), the Determined Share Value of the shares on the day of the event causing the shares to be held in the Trust, or (b) the price per share received by the Trustee from the sale or other disposition of the shares held in the Trust. Any net sale proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Corporation that shares of Capital Stock have been transferred to the Trustee, such shares are sold by a Prohibited Owner, then (i) such shares shall be deemed to have been sold on behalf of the Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 7.3.4, such excess shall be paid to the Trustee upon demand.

Section 7.3.5.    Purchase Right in Stock Transferred to the Trustee. Shares of Capital Stock transferred to the Trustee shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per share equal to the lesser of: (a) the price per share in the transaction that resulted in such transfer to the Trust (or, in the case of a devise or gift, the Determined Share Value at the time of such devise or gift); or (b) 95% of the Determined Share Value on the date the Corporation, or its designee, accepts such offer. The Corporation shall have the right to accept such offer until the Trustee has sold the shares held in the Trust pursuant to Section 7.3.4. Upon such a sale to the Corporation, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner.

Section 7.3.6.    Designation of Charitable Beneficiaries. By written notice to the Trustee, the Corporation shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Trust such that (a) the shares of Capital Stock held in the Trust would not violate the restrictions set forth in Section 7.2.1(a) in the hands of such Charitable Beneficiary and (b) each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

Section 7.4.    Settlement. Nothing in this Article VII shall preclude the settlement of any transaction entered into through the facilities of any national securities exchange or automated inter-dealer quotation system. The fact that the settlement of any transaction is so permitted shall not negate the effect of any other provision of this Article VII and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article VII.

Section 7.5.    Enforcement. The Corporation is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this Article VII.

Section 7.6.    Non-Waiver. No delay or failure on the part of the Corporation or the Board in exercising any right hereunder shall operate as a waiver of any right of the Corporation or the Board, as the case may be, except to the extent specifically waived in writing.

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ARTICLE VIII

ASSET MANAGER

Section 8.1.    Appointment of Asset Manager. The Board is responsible for setting the general policies of the Corporation and for the general supervision of its business. The Board is not required personally to conduct the business of the Corporation, and it may, but is not required to, appoint, employ or contract with any Person, including a Person Affiliated with any Director or Holder, as an Asset Manager. The Board may grant or delegate such authority to the Asset Manager as the Board may, in its sole discretion, deem necessary or desirable including, without limitation, authority to conduct the business of the Corporation within the policies established by the Board from time to time, to administer and regulate the operations of the Corporation, to act as agent for the Corporation, to execute documents as agent for and on behalf of the Corporation, and to make executive decisions that conform to general policies and principles established by the Board. The Independent Directors Committee shall establish and approve the terms of the Asset Management Agreement which shall include such terms as the Independent Directors Committee shall approve in its sole discretion, including, without limitation, fees based on the value of the Corporation’s assets or contributed capital; delegation of authority for property management to any Person, including a Person affiliated with any Director or Holder; and fees on termination of the Asset Management Agreement, either upon expiration of the Asset Management Agreement or its earlier termination without cause.

Section 8.2.    Supervision of Asset Manager. The Board shall monitor the Asset Manager to assure that the administrative procedures, operations and programs of the Corporation are in the best interests of the stockholders and are fulfilled.

ARTICLE IX

CONFLICTS OF INTEREST

During any time that the Corporation is advised by the Asset Manager, there shall be a committee of the Board comprised of not fewer than two (2) Independent Directors (the “Independent Directors Committee”). The Independent Directors Committee shall have the maximum power delegable to a committee under the MGCL and is authorized to select and retain its own legal and financial advisors. The Independent Directors Committee may act on any matter permitted by the MGCL if its minutes reflect that it first determined that the matter at issue was such that the exercise of independent judgment by the directors who are not Independent Directors could reasonably be compromised and with respect to any matter which the Articles of Incorporation otherwise requires that the action shall be taken by the Independent Directors Committee. If this condition is met but the matter cannot be delegated to a committee under the MGCL, both the Board and the Independent Directors Committee must approve the matter.

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ARTICLE X

LIMITATION OF LIABILITY

Section 10.1.    Limitation of Director and Officer Liability. To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages. Neither the amendment nor repeal of this Section 10.1, nor the adoption or amendment of any other provision of the Articles of Incorporation or Bylaws inconsistent with this Section 10.1, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

Section 10.2.    Indemnification.

(a)    The Corporation shall to the maximum extent permitted by Maryland law in effect from time to time indemnify and pay or reimburse reasonable expenses in advance of the final disposition of a proceeding to (i) any individual who is a present or former director or officer of the Corporation; (ii) any individual who, while a director of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in such capacity; or (iii) the Asset Manager or any of its Affiliates acting as an agent of the Corporation. The Corporation shall have the power, with the approval of the Board, to provide such indemnification and advancement of expenses to any employee or agent of the Corporation.

(b)    No amendment of the Articles of Incorporation or repeal of any of its provisions shall limit or eliminate the right of indemnification or advancement of expenses provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

Section 10.2.2.    Permitted Indemnification of Directors.

(a)    In addition to, and not in limitation of, the other provisions of this Article X, the Corporation may indemnify any director made a party to any proceeding by reason of service in that capacity unless it is established that:

(i)    The act or omission of the director was material to the matter giving rise to the proceeding and was committed in bad faith, or was the result of active and deliberate dishonesty; or

(ii)    The director actually received an improper personal benefit in money, property, or services; or

(iii)    In the case of any criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful.

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(b)    Indemnification may be against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the director in connection with the proceeding including, without limitation, investigation, defense, settlement, and appeal of the claim giving rise to such proceeding. If, however, the proceeding was by or in the right of the Corporation, indemnification may not be made in respect of any proceeding in which the director shall have been adjudged to be liable to the Corporation.

(c)    The termination of any proceeding by judgment, order, or settlement does not create a presumption that the director did not meet the requisite standard of conduct set forth in this subsection. The termination of any proceeding by conviction, or a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the director did not meet that standard of conduct.

(d)    The Corporation may not indemnify a director or advance expenses under this section for a proceeding brought by that director against the Corporation, except:

(i)    For a proceeding brought to enforce indemnification under this section; or

(ii)    If this Articles of Incorporation, the Bylaws, a Board resolution or an agreement approved by the Board to which the corporation is a party expressly provides otherwise.

Section 10.2.3.    No Indemnification of Director. A director may not be indemnified under Section 10.2.1 in respect: (i) to any proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged by the final, non-appealable judgment of a court of competent jurisdiction to be liable on the basis that personal benefit was improperly received; or (ii) to any proceeding where the director is found by a court of law to be guilty of a felony directly related to his or her dealings with the Corporation.

Section 10.2.4.    Required Indemnification Against Expenses Incurred in Successful Defense. A director who has been successful, on the merits or otherwise, in the defense of any proceeding referred to in Section 10.2.1, or in the defense of any claim, issue, or matter in the proceeding, shall be indemnified against reasonable expenses incurred by the director in connection with the proceeding, claim, issue, or matter in which the director has been successful.

Section 10.2.5.    Determination that Indemnification is Proper.

(a)    Indemnification under of this section may not be made by the Corporation unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in Section 10.2.1.

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(b)    Such determination shall be made:

(i)    By the Board by a majority vote of a quorum consisting of directors not, at the time, parties to the proceeding, or, if such a quorum cannot be obtained, then by a majority vote of a committee of the Board consisting solely of one or more directors not, at the time, parties to such proceeding and who were duly designated to act in the matter by a majority vote of the full Board in which the designated directors who are parties may participate;

(ii)    By special legal counsel selected by the Board or a committee of the Board by vote as set forth in subparagraph (i) of this Section 10.2.4(b), or, if the requisite quorum of the full Board cannot be obtained therefor and the committee cannot be established, by a majority vote of the full Board in which directors who are parties may participate; or

(iii)    By the stockholders.

(c)    Authorization of indemnification and determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible. If, however, the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses shall be made in the manner specified in paragraph (b)(ii) of this subsection for selection of such counsel.

(d)    Shares held by directors who are parties to the proceeding may not be voted on the subject matter under this subsection.

Section 10.2.6.    Payment of Expenses in Advance of Final Disposition of Action.

(a)    Reasonable expenses incurred by a director who is a party to a proceeding may be paid or reimbursed by the Corporation in advance of the final disposition of the proceeding upon receipt by the Corporation of:

(i)    A written affirmation by the director of the director’s good faith belief that the standard of conduct necessary for indemnification by the Corporation as authorized in this section has been met; and

(ii)    A written undertaking by or on behalf of the director to repay the amount advanced if it shall ultimately be determined that the standard of conduct has not been met.

(b)    The undertaking required by paragraph (a)(ii) of this subsection shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make the repayment.

(c)    The determination as to whether payment shall be made under this subsection shall be made as provided in Section 10.2.4.

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Section 10.2.7.    Indemnification of Officers and the Asset Manager. The Corporation shall indemnify and advance expenses to an officer, employee or agent of the Corporation or the Asset Manager to the same extent that it may indemnify and advance expenses to directors under this section.

Section 10.2.8.    Report of Indemnification to Stockholders. Any indemnification of, or advance of expenses to, a director or officer in accordance with this section, if arising out of a proceeding by or in the right of the Corporation, shall be reported in writing to the stockholders with the notice of the next stockholders’ meeting or prior to the meeting.

Section 10.3.    Corporate Opportunities. For so long as the Corporation is advised by the Asset Manager or an Affiliate thereof and solely for purposes of the application of any statutory or common law “corporate opportunity” or similar doctrine, the Corporation has no interest in any material opportunity known to the Asset Manager unless it has been recommended to the Corporation by the Asset Manager.

ARTICLE XI

AMENDMENT

The Corporation reserves the right from time to time to make any amendment to the Articles of Incorporation, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Articles of Incorporation, of any shares of outstanding Capital Stock.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the undersigned incorporators have executed the foregoing Articles of Incorporation on this 18th day of October, 2007.

/s/ Amy L. Tait

Amy L. Tait

/s/ Norman P. Leenhouts

Norman P. Leenhouts

I hereby consent to my designation in this document and acknowledge the same to be my act as resident agent for this Corporation.

National Corporate Research, Ltd.
By:	/s/ Karen McKeown
Its:	Karen McKeown
	Assistant Secretary

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EX-3.2

EXHIBIT 3.2

AMENDED AND RESTATED BYLAWS

OF

BROADSTONE NET LEASE, INC.

ADOPTED ON APRIL 18, 2017

ARTICLE I

OFFICES

Section 1.01.    PRINCIPAL OFFICES. The principal office of Broadstone Net Lease, Inc. (the “Corporation”) shall be located at such place as the Corporation’s board of directors (the “Board”) may designate from time to time.

Section 1.02.    ADDITIONAL OFFICES. The Corporation may have additional offices at such places as the Board may from time to time determine or otherwise as the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.01.    PLACE. All meetings of stockholders shall be held at a principal office of the Corporation or at such other place as shall be set in accordance with these Bylaws and stated in the notice of the meeting.

Section 2.02.    ANNUAL MEETING. An annual meeting of the stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on a date and time and at the place set by the Board. A failure to hold an annual meeting shall not invalidate the corporate existence of the Corporation or affect otherwise valid corporate acts.

Section 2.03.    SPECIAL MEETINGS.

(a)    General. The chairman of the board, the president, the chief executive officer, a majority of the Board or a majority of the Independent Directors (as defined in the Articles of Incorporation of the Corporation, as amended from time to time (the “Articles of Incorporation”)) may call a special meeting of the stockholders. Subject to Section 2.03(b), a special meeting of stockholders shall also be called by the secretary of the Corporation upon the written request of the stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting.

(b)    Stockholder-Requested Special Meetings.

(1)    Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary of the Corporation by registered mail, return receipt requested (the “Record Date Request Notice”), request the Board to fix a record date to determine the stockholders entitled to request a special meeting (the “Request Record

Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information relating to each such stockholder that would be required to be disclosed in connection with the solicitation of proxies for the election of directors in an election contest (even if an election contest is not involved), or would otherwise be required, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon receiving the Record Date Request Notice, the Board may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than 10 days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board. If the Board, within 20 days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the 20^th day after the first date on which the Record Date Request Notice is received by the secretary of the Corporation.

(2)    In order for any stockholder to request a special meeting to act on any matter, one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by stockholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than a majority of all of the votes entitled to be cast on such matter at such meeting (the “Special Meeting Percentage”) shall be delivered to the secretary of the Corporation. In addition, the Special Meeting Request shall (i) set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary of the Corporation), (ii) bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (iii) set forth the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed), the class, series and number of all shares of stock of the Corporation which are owned by each such stockholder (beneficially or of record), and the nominee holder for, and number of, shares owned by such stockholder beneficially but not of record, (iv) be sent to the secretary of the Corporation by registered mail, return receipt requested, and (v) be received by the secretary within 30 days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation or the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary of the Corporation.

(3)    The secretary of the Corporation shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing the notice of a special meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section 2.03(b), the secretary receives payment of such reasonably estimated cost prior to the preparation and mailing of any notice of the special meeting.

2

(4)    Except as provided in the next sentence, any special meeting shall be held at such place, date and time as may be designated by the chairman of the board, chief executive officer, president, Board or Independent Directors, whoever has called the special meeting. In the case of any special meeting called by the secretary of the Corporation upon the request of stockholders (a “Stockholder-Requested Meeting”), such special meeting shall be held at such place, date and time as may be designated by the Board; provided, however, that the date of any Stockholder-Requested Meeting shall be not more than 90 days after the record date for such meeting, as such record date is fixed by the Board or otherwise established pursuant to this Section 2.03(b)(4) (the “Meeting Record Date”); and provided, further, that if the Board fails to designate, within 20 days after the date that a valid Special Meeting Request is actually received by the secretary of the Corporation (the “Delivery Date”), a date and time for a Stockholder-Requested Meeting, then such meeting shall be held at 2:00 p.m. local time on the 90th day after the Meeting Record Date or, if such 90th day is not a Business Day (as defined below), on the first preceding Business Day; and provided, further, that in the event that the Board fails to designate a place for a Stockholder-Requested Meeting, then such meeting shall be held at the principal executive office of the Corporation. In fixing a date for any special meeting, the chairman of the board, chief executive officer, president, Board or Independent Directors may consider such factors as he, she or it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board to call an annual meeting or a special meeting. The Board shall fix the Meeting Record Date for any Stockholder-Requested Meeting in accordance with Section 7.04; provided, however, that if the Board fails to fix a Meeting Record Date for any Stockholder-Requested Meeting that is a date within 30 days after the Delivery Date, then the close of business on the 30th day after the Delivery Date shall be the Meeting Record Date. The Board may revoke the notice for any Stockholder-Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of paragraph (3) of this Section 2.03(b).

(5)    If written revocations of the Special Meeting Request have been delivered to the secretary of the Corporation and the result is that stockholders of record (or their agents duly authorized in writing) as of the Request Record Date entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting to the secretary, the secretary shall either: (i) if the notice of special meeting has not already been mailed or otherwise delivered pursuant to Section 2.04, refrain from mailing or otherwise delivering the notice of the special meeting and send to all requesting stockholders who have not revoked such requests written notice of the revocations of requests for the special meeting, or (ii) if the notice of special meeting has been mailed or otherwise delivered and if the secretary first sends to all requesting stockholders who have not revoked requests for a special meeting written notice of the revocations of requests for the special meeting and written notice of the Corporation’s intention to revoke the notice of the meeting, or for the chairman of the meeting to adjourn the meeting without action on the matter, then (A) the secretary may revoke the notice of the meeting at any time before 10 days before the commencement of the special meeting or (B) the chairman of the special meeting may call the meeting to order and adjourn the meeting without acting on any matter. Any request for a special meeting received after a revocation by the secretary of the Corporation of a notice of a special meeting shall be considered a request for a new special meeting.

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(6)    The chairman of the board, chief executive officer, president or Board may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary of the Corporation. For the purpose of permitting the inspectors to perform such review, no such purported request shall be deemed to have been delivered to the secretary until the earlier of (i) five Business Days after receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Corporation that the valid requests received by the secretary represent, as of the Request Record Date, stockholders of record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such five (5) Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(7)    For purposes of these Bylaws, the term “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

Section 2.04.    NOTICE FOR MEETINGS. The secretary of the Corporation or other officer of the Corporation shall, not fewer than 10 nor more than 90 days before each meeting of stockholders, give to each stockholder entitled to vote at the meeting and each other stockholder not entitled to vote but entitled to notice of the meeting, written or printed notice stating the time and place of the meeting and, in the case of a special meeting or as otherwise required by the Maryland General Corporation Law (including any successor statute, the “MGCL”) or any other statute, the purpose of the meeting. Notice shall be given to a stockholder by: (i) personally delivering the notice; (ii) by leaving the notice at the stockholder’s residence or usual place of business; (iii) by mailing the notice to the stockholder at the stockholder’s address as it appears on the records of the Corporation; (iv) by transmitting the notice to the stockholder by electronic mail to any address or number of the stockholder at which the stockholder receives electronic transmissions, provided that notice may not be given by electronic transmission if so requested by the stockholder; or (v) by delivering the notice by any other means permitted by the MGCL. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation with postage thereon prepaid. An affidavit of the secretary or an assistant secretary of the Corporation or the transfer agent of the Corporation or other agent of the Corporation that notice has been given by a form of electronic transmission, in the absence of actual fraud, shall be prima facie evidence of the facts stated in the affidavit. A single notice shall be effective as to all stockholders who share an address, except to the extent that a stockholder at such address objects to such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II, or the validity of any proceedings at any such meeting. Each person who is entitled to notice of a meeting waives notice if the person either: (i) before or after the meeting delivers a written waiver or a waiver by electronic transmission which is filed with the Corporation’s records of stockholder meetings, or (ii) is present at the meeting in person or by proxy.

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Section 2.05.    SCOPE OF NOTICE. Any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice for such annual meeting if such business is properly brought before the meeting, except as otherwise set forth in Section 2.12(a) and except for such business as is required by the MGCL or any other applicable statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice for such special meeting. The Corporation may postpone or cancel a meeting of stockholders by making a “public announcement” (as defined in Section 2.12(c)(3) herein) of such postponement or cancellation prior to the meeting.

Section 2.06.    ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board to be chairman of the meeting or, in the absence of such appointment or appointed individual, by the chairman of the board or, in the case of a vacancy in the office or absence of the chairman of the board, by one of the officers of the Corporation present at the meeting in the following order: the vice chairman of the board, if any, the chief executive officer, the president, the vice presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present at such meeting in person or by proxy. The secretary of the Corporation, or, in the secretary’s absence, an assistant secretary of the Corporation, or in the absence of both the secretary and assistant secretaries, an individual appointed by the Board or, in the absence of such appointment by the Board, an individual appointed by the chairman of the meeting, shall act as secretary of the meeting. In the event that the secretary of the Corporation presides at a meeting of the stockholders, an assistant secretary of the Corporation, or in the absence of assistant secretaries, an individual appointed by the Board or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation: (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies or other such persons as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies or other such persons as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when the polls should be opened and closed; (f) maintaining order and security at the meeting; (g) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (h) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (i) such other procedures for the conduct of the meeting as the chairman of the meeting shall determine. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

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Section 2.07.    QUORUM; ADJOURNMENT. At any meeting of the stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; provided, however, that this Section 2.07 shall not affect any requirement under any statute or the Articles of Incorporation for the vote necessary for the adoption of any measure. Prior to being convened, a meeting of stockholders may be postponed from time to time to a date not more than 120 days after the original record date. If a quorum shall not be present at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally noticed. The stockholders present, either in person or by proxy, at a meeting which has been duly called and convened and at which a quorum was established, may continue to transact business until adjournment, notwithstanding the subsequent withdrawal of enough stockholders to leave fewer than would be required to establish a quorum.

Section 2.08.    VOTING. Except as otherwise required by the Articles of Incorporation or by applicable law, a majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any matter other than the election of directors which may properly come before the meeting. Notwithstanding anything herein to the contrary, a director shall be elected by a plurality of the votes cast by the stockholders present. Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. Unless otherwise provided by the Articles of Incorporation or applicable law, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election will be by ballot unless the chairman of the meeting determines voting shall be by viva voce or otherwise.

Section 2.09.    PROXIES. A stockholder may cast the votes entitled to be cast by the shares of stock owned of record by the stockholder in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. No proxy shall be valid more than 11 months from the date of its execution, unless otherwise provided in the proxy. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.10.    VOTING OF STOCK BY CERTAIN HOLDERS. Stock registered in the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be voted by the president, a vice president, a general partner, or trustee, as the case may be, of such entity or a proxy appointed by any of the foregoing individuals, unless some other person, who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership, presents a certified

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copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any director or other fiduciary may vote stock registered in his or her name in his or her capacity as such fiduciary, either in person or by proxy. Shares of the Corporation’s stock owned directly or indirectly by the Corporation shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case, subject to the terms of the Articles of Incorporation, they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

Section 2.11.    INSPECTORS.

(a)    At any meeting of the Corporation’s stockholders, the Board or the chairman of the meeting may, but need not, appoint before or after the meeting one or more individual inspectors or one or more entities that designate individuals as inspectors to act at the meeting or any adjournment thereof. In case any person appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the chairman of the meeting.

(b)    The inspectors, if any, shall (1) determine the number of shares outstanding and the voting power of each, the shares represented at the meeting in person or by proxy, the existence of a quorum and the validity and effect of proxies, (2) receive and tabulate all votes, ballots or consents, (3) report such tabulations to the chairman of the meeting, (4) hear and determine all challenges and questions arising in connection with the right to vote, and (5) do such acts as are proper to conduct the election or vote. Each such report to the chairman of the meeting shall be in writing and signed by the inspector. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 2.12.    DIRECTOR NOMINATIONS AND OTHER STOCKHOLDER PROPOSALS.

(a) Annual Meetings of Stockholders.

(1)    Nominations of individuals for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders: (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board, or (iii) by any stockholder of the Corporation who was a stockholder of record both at the time of giving of notice by the stockholder as provided for in this Section 2.12(a) and at the time of the annual meeting, who is entitled to vote at the meeting in the election of directors or on the proposal of other business, as the case may be, and who has complied with this Section 2.12(a).

(2)    For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of Section 2.12(a)(1), the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and such other business must otherwise be a proper matter for action by the stockholders. To be timely, a

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stockholder’s notice shall set forth all information required under this Section 2.12 and shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 150th day nor later than 5:00 p.m. Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement (as defined in Section 2.12(c)(3)) for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the date of the first anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., EST, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the 10th day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(3)    A stockholder’s notice delivered pursuant to this Section 2.12(a) shall set forth:

(i)    as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”), all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act (including the Proposed Nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

(ii)    as to any other business that the stockholder proposes to bring before the annual meeting, a description of such business, the reasons for proposing such business at the meeting and any material interest in such business of such stockholder or any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom; and

(iii)    as to the stockholder giving the notice, any Stockholder Associated Person and any Proposed Nominee:

(A)    the class, series and number of all shares of stock or other securities of the Corporation or any affiliate thereof (collectively, the “Corporation Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person, the date on which each such Corporation Security was acquired and the investment intent of such acquisition and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any Corporation Securities of any such person;

(B)    the nominee holder for, and number of, any Corporation Securities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated Person;

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(C)    any interest, direct or indirect, of such stockholder, Proposed Nominee or Stockholder Associated Person, individually or in the aggregate, in the Corporation or any affiliate thereof, other than an interest arising from the ownership of Corporation Securities where such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all holders of the same class or series; and

(D)    whether and the extent to which, during the past six months, such stockholder, Proposed Nominee or Stockholder Associated Person has, directly or indirectly (through brokers, nominees or otherwise), engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to manage risk or benefit of changes in the price of Corporation Securities for such stockholder, Proposed Nominee or Stockholder Associated Person or to increase or decrease the voting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the Corporation or any affiliate thereof disproportionately to such person’s economic interest therein;

(iv)    as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of Section 2.12(a)(3) and any Proposed Nominee:

(A)    the name and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and business address, if different, of each such Stockholder Associated Person and any Proposed Nominee; and

(B)    the investment strategy or objective, if any, of such stockholder, each such Stockholder Associated Person and any Proposed Nominee and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder, each such Stockholder Associated Person and any Proposed Nominee; and

(v)    to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such stockholder’s notice.

(4)    Notwithstanding anything in this Section 2.12(a) to the contrary, in the event the number of directors to be elected to the Board is increased, and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting, a stockholder’s notice required by this Section 2.12(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary of the

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Corporation at the principal executive office of the Corporation not later than 5:00 p.m., Eastern Time, on the 10th day following the day on which such public announcement is first made by the Corporation.

(5)    For purposes of this Section, “Stockholder Associated Person” of any stockholder means (i) any person acting in concert with such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such stockholder or such Stockholder Associated Person.

(b)    Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of such special meeting. Nominations of individuals for election to the Board may be made at a special meeting of stockholders at which directors are to be elected (i) pursuant to the Corporation’s notice of the special meeting, (ii) by or at the direction of the Board or (iii) provided that the Board has determined that directors shall be elected at such special meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.12(b) and at the time of the special meeting, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this Section 2.12(b). In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board, any such stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by Section 2.12(a)(3), shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 120^th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90^th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(c)    General.

(1)    If information submitted pursuant to this Section 2.12 by any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this Section 2.12. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) in any such information. Upon written request by the secretary of the Corporation or the Board, any such stockholder shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 2.12, and (B) a written update of any information

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submitted by the stockholder pursuant to this Section 2.12 as of an earlier date. If a stockholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 2.12.

(2)    Only such individuals who are nominated in accordance with this Section 2.12 shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 2.12. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 2.12.

(3)    For purposes of this Section 2.12, “the date of the proxy statement” shall have the same meaning as “the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities and Exchange Commission (the “SEC”) from time to time. For purposes of this Section 2.12, “public announcement” shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (ii) in a document publicly filed by the Corporation with the SEC pursuant to the Exchange Act.

(4)    Notwithstanding the foregoing provisions of this Section 2.12, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.12. Nothing in this Section 2.12 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, nor the right of the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act.

(5)    Nothing in this Section 2.12 shall require disclosure of revocable proxies received by the stockholder or Stockholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A under Section 14(a) of the Exchange Act.

Section 2.13.    STOCKHOLDERS’ CONSENT IN LIEU OF MEETING. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting if a unanimous consent setting forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter and filed with the minutes of proceedings of the stockholders.

Section 2.14.    CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the Articles of Incorporation or these Bylaws, Title 3, Subtitle 7 of the MGCL shall not apply to any acquisition by any person of shares of stock of the Corporation. This section may be repealed or amended, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal or amendment, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

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ARTICLE III

DIRECTORS

Section 3.01.    GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of its Board. As provided in the Articles of Incorporation, the Board may engage an Asset Manager (as defined in the Articles of Incorporation) to act pursuant to authority delegated by the Board. The Corporation shall serve as the managing member of Broadstone Net Lease, LLC (the “Operating Company”) and shall own its properties, directly or indirectly, through the Operating Company.

Section 3.02.    NUMBER, TENURE AND RESIGNATION. At any regular meeting or at any special meeting called for that purpose, a majority of the directors then serving on the Board may establish, increase, or decrease the number of directors, provided that, except as otherwise provided in the Articles of Incorporation, the number of directors constituting the entire Board shall never be fewer than the minimum number required by the MGCL or the Articles of Incorporation (whichever is greater), nor more than twelve, and further provided that, the tenure of office of a director shall not be affected by any decrease in the number of directors. Any director of the Corporation may resign at any time by delivering his or her resignation to the Board, the chairman of the board or the secretary of the Corporation. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

Section 3.03.    ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board shall be held on the same day and at the same place as the annual meeting of stockholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board. The Board may provide, by resolution, the time and place, either within or without the State of Maryland, for the holding of regular meetings of the Board without other notice than such resolution.

Section 3.04.    SPECIAL MEETINGS. Special meetings of the Board may be called by or at the request of the chairman of the board, the chief executive officer, president or by a majority of the Board. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Maryland, as the place for holding any special meeting of the Board called by them. The Board may provide, by resolution, the time and place for the holding of special meetings of the Board without other notice than such resolution.

Section 3.05.    NOTICE. Notice of any special meeting of the Board shall be delivered personally, or by telephone, electronic mail, facsimile transmission, United States mail, or courier to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail, facsimile transmission or courier shall be given at least five days prior to the meeting. Notice by United States mail shall be given at least eight days prior to the meeting and shall be deemed to be given when deposited in the United States mail properly addressed, with postage prepaid thereon. Telephone notice shall be deemed to be

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given when the director or the director’s agent is personally given such notice in a telephone call to which the director or the director’s agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 3.06.    QUORUM. A majority of the directors then serving shall constitute a quorum for transaction of business at any meeting of the Board, provided that if fewer than a majority of such directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that, if pursuant to applicable law, the Articles of Incorporation or these Bylaws, the vote of a majority or other percentage of a particular group of directors is required for action, a quorum must also include a majority of such group. The directors present at a meeting which has been duly called and convened and at which a quorum was established may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

Section 3.07.    VOTING. The action of the majority of the directors present at a meeting at which a quorum is present shall be the action of the Board, unless the concurrence of a greater proportion is required for such action by the MGCL, these Bylaws or the Articles of Incorporation. If enough directors have withdrawn from a meeting to leave less than a quorum but the meeting is not adjourned, the action of the majority of the directors still present at such meeting shall be the action of the Board, unless the concurrence of a greater proportion is required for such action by the MGCL or the Articles of Incorporation.

Section 3.08.    ORGANIZATION. At each meeting of the Board, the chairman of the board or, in the absence of the chairman, the vice chairman of the board, if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairman of the board, the chief executive officer or in the absence of the chief executive officer, the president or in the absence of the president, a director chosen by a majority of the directors present, shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretary of the Corporation, or in the absence of the secretary and all assistant secretaries, an individual appointed by the chairman of the meeting, shall act as secretary of the meeting.

Section 3.09.    ACTION BY WRITTEN CONSENT; INFORMAL ACTION. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, if a consent in writing or by electronic transmission to such action is signed by each director, and such written consent is filed with the minutes of proceedings of the Board.

Section 3.10.    TELEPHONE MEETINGS. Directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

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Section 3.11.    VACANCIES. If for any reason any or all the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder. Until such time as the Corporation becomes subject to Section 3-804(c) of the MGCL, any vacancy on the Board for any cause other than an increase in the number of directors may be filled by a majority of the remaining directors, even if such majority is less than a quorum as a result of any such vacancy; any vacancy in the number of directors created by an increase in the number of directors may be filled by a majority vote of the entire Board; and any individual so elected as director shall serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies. The Corporation elects, at such time as it becomes eligible to make the election provided for under Section 3-804(c) of the MGCL, that, except as may be provided by the Board in setting the terms of any class or series of preferred stock, any vacancy on the Board for any cause shall be filled by a majority of the remaining directors, even if the remaining directors do not constitute a quorum. Any individual so elected as a director to fill a vacancy shall serve for the remainder of the full term of the directorship in which the vacancy occurred and until his or her successor is elected and qualifies. Notwithstanding the foregoing sentence, Independent Directors shall nominate replacements for vacancies among the Independent Directors’ positions, with such nominees to be elected by the vote of the entire Board.

Section 3.12.    COMPENSATION. Directors shall not receive any stated salary for their services as directors but may receive such compensation as approved by the Board, including under an incentive plan approved by the Board. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board or of any committee thereof and for their reasonable out-of-pocket expenses, if any, in connection with each such meeting, property visit, or other service or activity they performed or engaged in as directors on behalf of the Corporation. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.13.    RELIANCE. Each director and officer of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be entitled to rely on any information, opinion, report, or statement, including any financial statement or other financial data, prepared or presented by: (a) an officer or employee of the Corporation whom the director or officer reasonably believes to be reliable and competent in matters presented; (b) a lawyer, certified public accountant, or other person, as to a matter which the director or officer reasonably believes to be within the person’s professional or expert competence; or (c) with respect to a director, a committee of the Board on which the director does not serve, as to a matter within its designated authority, if the director reasonably believes the committee to merit confidence.

Section 3.14.    CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. The directors shall have no responsibility to devote their full time to the affairs of the Corporation. For so long as the Corporation is externally advised, no officer or employee

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of the Corporation who is affiliated with the Asset Manager shall be expected to devote his or her full time to the efforts of the Corporation unless he or she agrees in writing to do so. Any director or officer of the Corporation, in his or her personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to, or in competition with those of or relating to the Corporation, subject to the provisions of the Articles of Incorporation.

Section 3.15.     DEPOSITS AND SURETY BONDS. No director shall be liable for any loss which may occur by reason of the failure of the bank, trust company, savings and loan association or other institution with whom moneys or stock have been deposited. Unless required by law, no director shall be obligated to give any bond or surety or other security for the performance of any of his or her duties.

Section 3.16.    RATIFICATION. The Board or the stockholders may ratify and make binding on the Corporation any action or inaction by the Corporation or its officers to the extent that the Board or the stockholders could have originally authorized the matter. Moreover, any action or inaction questioned in any stockholders’ derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting, or otherwise, may be ratified, before or after judgment, by the Board or by the stockholders, and if so ratified, shall have the same force and effect as if the questioned action or inaction had been originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

ARTICLE IV

COMMITTEES

Section 4.01.    NUMBER, TENURE AND QUALIFICATIONS. The Board shall appoint from among its members an Independent Directors Committee composed of no fewer than two Independent Directors. The Board may also designate an Audit Committee, a Nominating and Corporate Governance Committee and such other committees composed of at least one director as the Board deems appropriate. Except as otherwise provided in the Articles of Incorporation, all such committees shall serve at the pleasure of the Board. The Independent Directors Committee and any Audit Committee and Nominating and Corporate Governance Committee shall at all times consist solely of Independent Directors; provided, however, that the exact composition of each committee, including the total number of directors and the number of Independent Directors on each such committee, shall at all times comply with the rules and regulations of the SEC, as modified or amended from time to time.

Section 4.02.    POWERS. The Board may delegate to committees appointed under Section 4.01 any of the powers of the Board, except as prohibited by law. Any committee of the Board may establish written charters setting forth the powers and responsibilities of such committee of the Board.

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Section 4.03.    INDEPENDENT DIRECTORS COMMITTEE. Subject to the Articles of Incorporation and any written charter of the Independent Directors Committee, the Independent Directors Committee shall have the maximum power delegable to a committee under the MGCL, is authorized to select and retain its own legal and financial advisors, and may act on any matter permitted by the MGCL.

Section 4.04.    MEETINGS. Notice of meetings of committees of the Board shall be given in the same manner as notice for special or regular meetings of the Board. A majority of the members of any committee shall constitute a quorum for the transaction of business at any meeting of the committee. Except as provided in the Articles of Incorporation, or any resolution of the Board, the act of a majority of the committee members present at a meeting shall be the act of such committee. The Board may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the board shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member; provided, however, that no director who is not an Independent Director may act on the Independent Directors Committee. Each committee shall keep minutes of its proceedings.

Section 4.05.    TELEPHONE MEETINGS. Members of a committee of the Board may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 4.06.    ACTION BY WRITTEN CONSENT; INFORMAL ACTION. Any action required or permitted to be taken at any meeting of a committee of the Board may be taken without a meeting, if a consent in writing or by electronic transmission to such action is signed by each member of the committee and such written consent is filed with the minutes of proceedings of such committee.

Section 4.07.    VACANCIES. Subject to the provisions hereof and of the Articles of Incorporation, the Board shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V

OFFICERS

Section 5.01.    GENERAL PROVISIONS. The officers of the Corporation shall include a chief executive officer, a president, a secretary and a treasurer and may include a chairman of the board, a vice chairman of the board, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board may from time to time appoint such other officers with such powers and duties as they shall deem necessary or desirable. The officers of the Corporation shall be elected annually by the Board, except that the chief executive officer or president may from

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time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers. Each officer shall hold office until such officer’s successor is elected and qualifies or until such officer’s death, resignation or removal in the manner hereinafter provided. Any two or more offices, except president and vice president, may be held by the same person. In its discretion, the Board may leave unfilled any office except that of president, treasurer and secretary. Election of an officer or agent shall not of itself create contract or employment rights between the Corporation and such officer or agent. The officers of the Corporation may also be officers and members of the Asset Manager and Property Manager and other affiliates of the Corporation.

Section 5.02.    REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by giving a written notice of resignation to the Board, the chairman of the board, chief executive officer or the president. Any resignation shall take effect at the time specified therein or, if the time when the resignation shall become effective is not specified therein, immediately upon its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 5.03.    VACANCIES. A vacancy in any office may be filled by the Board for the balance of the term.

Section 5.04.    CHAIRMAN OF THE BOARD. The chairman of the board, if one is elected, shall preside over the meetings of the Board and of the stockholders at which he or she shall be present. The chairman of the board shall perform such other duties as may be assigned to him or her by the Board.

Section 5.05.    CHIEF EXECUTIVE OFFICER. The Board may designate a chief executive officer. In the absence of such designation, the president shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board, and for the management of the business and affairs of the Corporation. The chief executive officer may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board from time to time. In the absence of the chairman of the board and the vice-chairman of the board, if any, the chief executive officer shall preside over any meetings of the Board or the stockholders.

Section 5.06.    CHIEF OPERATING OFFICER. The Board may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as set forth by the Board or the chief executive officer.

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Section 5.07.    CHIEF FINANCIAL OFFICER. The Board may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as set forth by the Board or the chief executive officer.

Section 5.08.    PRESIDENT. In the absence of the chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief executive officer by the Board, the president shall be the chief operating officer. The president may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board from time to time.

Section 5.09.    VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to him by the chief executive officer, the president or by the Board. The Board may designate one or more vice presidents as executive vice president or as vice president for particular areas of responsibility.

Section 5.10.    SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board and committees of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address and any electronic address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock ledger and transfer records of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or by the Board.

Section 5.11.    TREASURER. The treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board and in general shall perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board. In the absence of a designation of a chief financial officer by the Board, the treasurer shall be the chief financial officer of the Corporation. The treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the president and Board, at the regular meetings of the Board or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

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Section 5.12.    ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. Any assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president or the Board.

Section 5.13    SALARIES. The salaries and other compensation, if any, of the officers shall be fixed from time to time by or under the authority of the Board and no officer shall be prevented from receiving such salary or other compensation by reason of the fact that the officer is also a director. For so long as the Corporation is externally advised, the officers shall not receive any salary or employee benefits from the Corporation other than any reimbursement of their business expenses incurred as directors of the Corporation.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 6.01.    CONTRACTS. The Board, or a committee of the Board if within the scope of its delegated authority, may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document executed by one or more of the officers or by an authorized person shall be valid and binding upon the Board and upon the Corporation when authorized or ratified by action of the Board or such committee of the Board and executed by an authorized person.

Section 6.02.    CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board.

Section 6.03.    DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board, the chief executive officer, the chief financial officer, or any other officer designated by the Board may determine.

ARTICLE VII

STOCK

Section 7.01.    CERTIFICATES. Except as may be otherwise provided by the Board or required by the Articles of Incorporation, stockholders of the Corporation are not entitled to certificates representing the shares of stock held by them and all shares of the Corporation’s stock of any class or series shall be uncertificated. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board or a duly authorized officer, shall contain the statements and information required by the MGCL and shall be signed by the officers of the Corporation in the manner permitted by the MGCL and contain the statements and information required by the MGCL. In the event that the Corporation issues shares of stock without certificates, to the extent then

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required by the MGCL, the Corporation shall provide to the record holders of such shares, for so long as the same is required by the MGCL, a written statement of the information required by the MGCL to be included on stock certificates. There shall be no differences in the rights and obligations of stockholders based on whether or not their shares are represented by certificates.

Section 7.02.    TRANSFERS; REGISTERED STOCKHOLDERS. All transfers of shares of stock shall be made on the books of the Corporation, by the holder of the shares of stock, in person or by his or her attorney, in such manner as the Board or any officer of the Corporation may prescribe and, if such shares of stock are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificated shares of stock is subject to the determination of the Board that such shares of stock shall no longer be represented by certificates. Upon the transfer of uncertificated shares of stock, to the extent then required by the MGCL, the Corporation shall provide to record holders of such shares of stock a written statement of the information required by the MGCL to be included on stock certificates. The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Maryland. Notwithstanding the foregoing, transfers of shares of any class of stock will be subject in all respects to the Articles of Incorporation and all of the terms and conditions contained therein.

Section 7.03.    LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation shall issue a new certificate in place of any certificate for shares previously issued if the registered owner of the certificate satisfies the following requirements:

(a)    Claim. The registered owner makes proof in affidavit form that a previously issued certificate for shares has been lost, destroyed, or stolen;

(b)    Timely Request. The registered owner requests the issuance of a new certificate before the Corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(c)    Bond. The registered owner gives a bond in such form, and with such surety or sureties, with fixed or open penalty, as the Board may direct, in its discretion, to indemnify the Corporation (and its transfer agent and registrar, if any) against any claim that may be made on account of the alleged loss, destruction, or theft of the certificate; and

(d)    Other Requirements. The registered owner satisfies any other reasonable requirements imposed by the Board.

When a certificate has been lost, destroyed or stolen and the stockholder of record fails to notify the Corporation, if the Corporation registers a transfer of the shares represented by the certificate before receiving such notification, the stockholder of record is precluded from making any claim against the Corporation for the transfer or for a new certificate.

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Section 7.04.    CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or other distribution or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such record date, in any case, may not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than 10 days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this Section, such determination shall apply to any adjournment or postponement thereof, except when the meeting is adjourned or postponed to a date more than 120 days after the record date fixed for the original meeting, in which case a new record date shall be determined as set forth herein.

Section 7.05.    STOCK LEDGER. The Corporation shall maintain at one or more of its principal offices or at the office of its counsel, accountants, or transfer agent, an original or duplicate share ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

Section 7.06.    FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board may issue fractional stock or provide for the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the Articles of Incorporation or these Bylaws, the Board may issue units consisting of different securities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

The fiscal year of the Corporation shall end on December 31 of each calendar year, unless otherwise determined from time to time by the Board by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

Section 9.01.    AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized by the Board, subject to the applicable provisions of law and the Articles of Incorporation. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the applicable provisions of law and the Articles of Incorporation.

Section 9.02.    RESERVES. Before payment of any dividends or other distributions, there may be set aside out of any assets of the Corporation available for dividends or other distributions

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such sum or sums as the Board may from time to time, in its absolute discretion, think proper as one or more reserve funds for contingencies or for such other purpose as the Board shall determine, and the Board may modify or abolish any such reserve.

ARTICLE X

INVESTMENT POLICY

Subject to the provisions of the Articles of Incorporation, the Board, or any committee of the Board to which such authority is delegated, may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its sole discretion.

ARTICLE XI

SEAL

Section 11.01.    SEAL. The Board may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the year of its incorporation and the words “Incorporated Maryland.” The Board may authorize one or more duplicate seals and provide for the custody thereof.

Section 11.02.    AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place “[SEAL]” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

ARTICLE XII

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

To the maximum extent permitted by Maryland law in effect from time to time and subject to the Articles of Incorporation, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan, limited liability company or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity. The Corporation may, with the approval of its Board, provide such indemnification and advancement of expenses to an individual who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. The indemnification and payment or reimbursement of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, regulation, insurance, agreement or otherwise.

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ARTICLE XIII

WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to the Articles of Incorporation or these Bylaws or pursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting, in person, telephonically, or by proxy, shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE XIV

AMENDMENT OF BYLAWS

The Board shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws. Notwithstanding the foregoing, no provision of these Bylaws relating to the duties, responsibilities or approval of the Independent Directors or the Independent Directors Committee shall be approved without the approval of the Independent Directors Committee.

ARTICLE XV

MISCELLANEOUS

Section 15.01. BOOKS AND RECORDS. The Corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its stockholders and the Board and any committee of the Board when exercising any of the powers of the Board. The books and records of the Corporation may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form but may be maintained in the form of a reproduction. The original or a certified copy of these Bylaws shall be kept at the principal office of the Corporation.

Section 15.02. EXCLUSIVE FORUM FOR CERTAIN LITIGATION. Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the U.S. District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation; (b) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the Corporation to the Corporation or to the stockholders of the Corporation; (c) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the MGCL or the Articles of Incorporation or these Bylaws; or (d) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation that is governed by the internal affairs doctrine.

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EX-4.1

EXHIBIT 4.1

DISTRIBUTION REINVESTMENT PLAN (Effective as of December 31 2007)

Broadstone Net Lease, Inc., a Maryland corporation (the “Corporation”), has adopted this Distribution Reinvestment Plan (the “Plan”), to be administered by Broadstone Asset Management, LLC or its successor as administrator of the Plan (the “Administrator”) as agent for participants in the Plan (“Participants”), on the terms and conditions set forth below.

1.     Election to Participate. Any purchaser of shares of common stock of the Corporation, par value $.001 per share (the “Shares”) or membership units of Broadstone Net Lease, LLC (the “Operating Company”) that are convertible into Shares (“Membership Units”) (Shares and Membership Units are collectively, “Securities”), and any Person who acquires Shares or Membership Units from such a purchaser in accordance with the terms of the Corporation’s Articles of Incorporation and Bylaws or the Operating Company’s Amended and Restated Operating Agreement, may become a Participant by making a written election to participate, as applicable, on such purchaser’s subscription agreement at the time of subscription for Shares or by written notice to the Corporation with regards to Membership Units. Any stockholder or member who has not previously elected to participate in the Plan, may so elect at any time by completing and executing an authorization form obtained from the Corporation or any other appropriate documentation as may be acceptable to the Administrator which shall include representations that the proposed Participant is an “Accredited Investor” (as defined below), is the donee of an Accredited Investor, or otherwise satisfies the suitability criteria required by the Corporation. Participants in the Plan generally are required to have the full amount of their cash distributions (other than “Excluded Distributions” as defined below) with respect to all Securities owned by them reinvested pursuant to the Plan. However, the Administrator shall have the sole discretion, upon the request of a Participant, to accommodate a Participant’s request for less than all of the Participant’s Securities to be subject to participation in the Plan.

2.     Distribution Reinvestment. The Administrator will receive all cash distributions (other than Excluded Distributions) paid by the Corporation with respect to Securities of Participants (collectively, the “Distributions”). Participation will commence with the next Distribution payable after receipt of the Participant’s election pursuant to Paragraph 1 hereof, provided it is received at least ten (10) days prior to the record date to which such Distribution relates. Subject to the preceding sentence, regardless of the date of such election, a holder of Securities will become a Participant in the Plan effective on the first day of the period following such election, and the election will apply to all Distributions attributable to such period and to all periods thereafter. As used in this Plan, the term “Excluded Distributions” shall mean those cash or other distributions designated as Excluded Distributions by the Board.

3.     General Terms of Plan Investments.

(a)     The Corporation intends to offer Shares pursuant to the Plan at $50 per share until December 31, 2009 and thereafter at 98% of the Determined Share Value (as such term is defined in the Corporation’s Articles of Incorporation), regardless of the price per Security paid by the Participant for the Securities in respect of which the Distributions are paid.

(b)     Organizational, offering or marketing expenses will not be paid or reimbursed for Shares purchased pursuant to the Plan.

(c)     For each Participant, the Administrator will maintain an account which shall reflect for each period in which Distributions are paid (a “Distribution Period”) the Distributions received by the Administrator on behalf of such Participant. A Participant’s account shall be reduced as purchases of Shares are made on behalf of such Participant.

(d)     Distributions shall be invested in Shares by the Administrator promptly following the payment date with respect to such Distributions to the extent Shares are available for purchase under the Plan. If sufficient Shares are not available, any such funds that have not been invested in Shares within 30 days after receipt by the Administrator and, in any event, by the end of the fiscal month in which they are received, will be distributed to Participants. Any interest earned on such accounts will be paid to the Corporation and will become property of the Corporation.

(e)     Participants may acquire fractional Shares, computed to three decimal places, so that 100% of the Distributions will be used to acquire Shares. The ownership of the Shares shall be reflected on the books of the Corporation or its transfer agent.

4.     Absence of Liability. Neither the Corporation nor the Administrator shall have any responsibility or liability as to the value of the Shares or any change in the value of the Shares acquired for the Participant’s account. Neither the Corporation nor the Administrator shall be liable for any act done in good faith, or for any good faith omission to act hereunder for any purchases or sales on behalf of the participants in the Plan.

5.     Suitability. Each Participant shall notify the Corporation in the event that, at any time while participating in the Plan, there is a material change in the Participant’s financial condition or an inaccuracy of any representation relating to the suitability of the Participant as an investor and qualification of the Participant as an “Accredited Investor” as such term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act of 1933, as amended (an “Accredited Investor”) made by Participant in connection with the Participant’s purchase of the Securities. A material change shall include any anticipated or actual decrease in net worth or annual gross income or any other change in circumstances that would cause the Participant to fail to meet the suitability standards as an investor and qualification as an Accredited Investor previously represented.

6.     Reports to Participants. Within thirty (30) days after the end of each calendar month, the Administrator will mail to each Participant a statement of account describing, as to such Participant, the Distributions received, the number of Shares purchased, the per Share purchase price for such Shares pursuant to the Plan, and any other transaction processed to the participant’s account during the current year. Each statement also shall advise the Participant that, in accordance with Section 5 hereof, the Participant is required to notify the Corporation in the event there is any material change in the Participant’s financial condition or if any representation made by the Participant under the subscription agreement for the Participant’s initial purchase of Securities becomes inaccurate. Tax information regarding a Participant’s participation in the Plan will be sent to each Participant by the Corporation or the Administrator at least annually.

7.     Taxes. Taxable Participants may incur a tax liability for Distributions even though they have elected not to receive their Distributions in cash but rather to have their Distributions reinvested in Shares under the Plan.

8.     Termination.

(a)     A Participant may terminate or modify participation in the Plan at any time by written notice to the Corporation. To be effective for any Distribution, such notice must be received by the Corporation at least ten (10) days prior to the record date of the Distribution Period to which it relates.

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(b)     A Participant’s transfer of Securities will terminate participation in the Plan with respect to such transferred Securities as of the first day of the Distribution Period in which such transfer is effective, unless the transferee of such Securities in connection with such transfer demonstrates to the Administrator that such transferee meets the requirements for participation hereunder and affirmatively elects participation by delivering an executed authorization form or other instrument required by the Administrator.

9.     State Regulatory Restrictions. The Corporation is authorized to deny participation in the Plan to residents of any state or foreign jurisdiction that imposes restrictions on participation in the Plan that conflict with the general terms and provisions of this Plan, including, without limitation, any general prohibition on the payment of broker-dealer commissions for purchases under the Plan.

10.     Amendment or Termination by Corporation.

(a)     The terms and conditions of this Plan may be amended by the Corporation at any time, including but not limited to an amendment to the Plan to substitute a new Administrator to act as agent for the Participants, by mailing an appropriate notice at least ten (10) days prior to the effective date thereof to each Participant.

(b)     The Corporation may terminate the Plan by providing thirty (30) days’ prior written notice to all Participants.

(c)    The Corporation may terminate a Participant’s individual participation in the Plan, at any time by providing ten (10) days’ prior written notice to a Participant, if the Participant’s participation in the Plan may (i) adversely affect the status of the Corporation as a real estate investment trust pursuant to Section 856 of the Internal Revenue Code; (ii) result in a Participant who is not an Accredited Investor, (iii) violate or create adverse consequences under any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation and its securities including, without limitation, the Employee Retirement Income Security Act of 1974 or Internal Revenue Code, (iv) with regards to Shares, be prohibited by the Corporation’s Articles of Incorporation or Bylaws, or (v) with regards to Membership Units, be prohibited by Broadstone Net Lease, LLC’s Articles of Organization or Operating Agreement.

(d)     After termination of the Plan or termination of a Participant’s participation in the Plan, the Administrator will send to each Participant a check for the amount of any Distributions in the Participation’s account that have not been invested in Shares. Any future Distributions with respect to such former Participant’s Securities made after the effective date of the termination of the Participant’s participation will be sent directly to the former Participant.

11.     Participation by Members of Broadstone Net Lease, LLC. For purposes of this Plan, “Participants” shall be deemed to include members of Broadstone Net Lease, LLC that elect to participate in the Plan, and “Distribution,” when used with respect to such members shall mean cash distributions on Membership Units held by such member.

12.     Authorization. Any determination, decision, or action of the Board in connection with the construction, interpretation, administration, or application of the Plan shall be final, conclusive, and binding upon all Participants, unless otherwise determined by the Board.

13.    Governing Law. This Plan and the Participants’ election to participate in the Plan shall be governed by the laws of the State of New York, unless otherwise, and only to the extent, required to be governed by the Maryland General Corporate Law, as amended.

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14.     Notice. Any notice or other communication required or permitted to be given by any provision of this Plan shall be in writing to the following address:

Broadstone Net Lease, Inc.

800 Clinton Square

Rochester, NY 14604

Attention: Shareholder Services

or such other address provide by the Administrator or Corporation by written notice to all Participants. Notices to a Participant may be given by letter addressed to the Participant at the Participant’s last address of record with the Administrator. Each Participant shall notify the Administrator promptly in writing of any changes of address.

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DISTRIBUTION REINVESTMENT PLAN: ELECTION TO PARTICIPATE

Thank you for your interest in the Distribution Reinvestment Plan (the “Plan”) of Broadstone Net Lease, Inc. (the “Corporation”). We are pleased to offer this opportunity to our stockholders and holders of units in Broadstone Net Lease, LLC. In order to become a participant in the Plan, please sign this Election of Participation below and return it to the Corporation, Broadstone Net Lease, Inc., at the following address:

Broadstone Net Lease, Inc.

800 Clinton Square

Rochester, NY 14604

Attn: Shareholder Services

For this Election to Participate to apply to any distribution, it must be received no later than 10 days prior to the record date of the applicable fiscal month. If this Election is received by the Corporation after that date, you will receive a cash distribution for such month and your enrollment will be processed for any distribution declared with respect to the following fiscal month. Once you have enrolled in the Plan, your enrollment will continue for all subsequent distributions until the Corporation receives written notice from you withdrawing from the Plan.

By signing below, you:

• elect to participate in the Plan, until such time as you provide the Corporation with written notice of your desire to no longer participate;

• appoint the Administrator as your agent under the terms of the Plan;

• represent to the Corporation that you are an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended;

• agree to notify the Chief Executive Officer of the Corporation of any material change to the information you have previously represented to the Corporation regarding your financial position and business experience; and

• affirm that the Form W-9: Request for Taxpayer Identification Number and Certification provided by you to the Corporation remains correct and complete.

I would like to reinvest:

         Full Dividend Reinvestment: Mark this box if you wish to reinvest all distributions

         Partial Dividend Reinvestment     % of my distribution: Mark this box and specify the percentage of shares on which you wish to have distributions reinvested.

Signature of Subscriber	Date
Signature of Subscriber (Additional if required)	Date
Print Subscriber Name

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EX-4.2

EXHIBIT 4.2

SHARE REDEMPTION PROGRAM

(Effective as of December 31, 2009; Amended and Restated as of April 18, 2017)

BROADSTONE NET LEASE, INC.

Broadstone Net Lease, Inc., a Maryland corporation (the “Corporation”), has adopted this Share Redemption Program (the “Program”), to be administered by Broadstone Asset Management, LLC (the “Administrator”) as agent for the Corporation participating in the Program, on the terms and subject to the conditions set forth below.

TERMS

1.    Authority and Purpose. The Program is established by the Board of Directors of the Corporation (the “Board”), pursuant to Section 6.10 of the Articles of Organization of the Corporation, and by the Independent Directors Committee of the Board (the “Committee”), pursuant to Section 4.03 of the Bylaws of the Corporation, for the purpose of enabling shareholders of the Corporation (“Shareholders”) to sell shares of common stock (“Shares”) back to the Corporation after December 31, 2009, on the terms and subject to the conditions set forth below and any additional restrictions, limitations or conditions imposed by the Committee from time to time.

2.    Redemption Requests. Any Shareholder desiring to sell Shares back to the Corporation pursuant to the Program must complete and execute the “Request to Redeem” in the form attached hereto, as revised from time to time, and deliver it to the Administrator at least ten (10) days prior to the last business day of the calendar quarter in which the Shareholder would like Shares redeemed.

3.    Share Redemption Price. On the last business day of each calendar quarter, the Corporation will redeem Shares. Shares held for more than 12 months, but less than 5 years, will be redeemed at a purchase price (the “Redemption Consideration”) equal to 95% of the “Determined Share Value” in effect at the time the Shares are tendered for redemption in accordance with the terms and conditions of the Program, while shares held for 5 years or more will be redeemed at a Redemption Consideration equal to 100% of the “Determined Share Value” in effect at that time, subject to all other restrictions, conditions and terms of the Share Redemption Program; provided, however, any Shareholder may have up to 5% of their Shares redeemed by the Corporation in any calendar year at 100% of the Determined Share Value in effect at the time the Shares are tendered for redemption in accordance with the terms and conditions of the Program and subject to all other restrictions, conditions and terms of this Program. The 5% discount applied to Shares tendered for redemption that have been held for more than 12 months, but less than 5 years, shall not apply if the Share redemption request relates solely to a change in the form of Share ownership and the Shareholder will be, simultaneously with the redemption, investing in the Corporation, through a different form of Share ownership, an amount equal to or greater than the amount of the Redemption Consideration, subject to all other restrictions, conditions and terms of this Program. If an individual Shareholder is deceased, the deceased Shareholder’s estate may request the redemption of the Shares held in the deceased Shareholder’s individual capacity at a purchase price equal to 100% of the Determined Share Value in effect at the time the Shares are tendered for redemption within one year of the death of the Shareholder, subject to all other restrictions, conditions and terms of this Program. The “Determined Share Value” means the value of a share of common stock of the Corporation, as set by the Committee from time to time. A check payable to the Shareholder or a wire transfer or Automated Clearing House (ACH) payment in the amount of the Redemption Consideration will be mailed or sent, as applicable, to the Shareholder within five (5) business days after the Shares are redeemed by the Corporation, subject to any withholding required under applicable law.

4.    Share Redemption Cap. The total number of Shares redeemed in any one calendar quarter by the Corporation pursuant to the Program will not exceed 1% of the total number of Shares outstanding at the beginning of that calendar year, plus 50% of the total number of any additional Shares issued during the prior calendar quarter under the Distribution Reinvestment Plan, plus any additional number of Shares the Committee decides to redeem in its sole and absolute discretion; provided, however, the Committee may, in its sole discretion, limit the total number of Shares to be redeemed in any calendar quarter in the best interests of the Corporation. The total number of Shares

available for redemption in any calendar quarter is referred to as the “Redemption Cap.” In the event the total number of Shares tendered for redemption in any calendar quarter exceeds the Redemption Cap, the Shares tendered for redemption will be redeemed by the Corporation in the following order: first, pro rata, by priority, among Unredeemed Shares (as defined in Section 5 below) to be redeemed by the Corporation as directed by a participating Shareholder’s “Request to Redeem,” and second, pro rata, among Shareholders tendering Shares for the first time. The total number of Shares redeemed on a pro rata basis from each participating Shareholder will be the product of the number of Unredeemed Shares or Shares, as the case may be, tendered by the Shareholder multiplied by a fraction, the numerator of which is the Redemption Cap for that calendar quarter minus the total number of Unredeemed Shares already redeemed by the Corporation in that calendar quarter, if any, and the denominator of which is the aggregate number of Unredeemed Shares or Shares, as the case may be, tendered for redemption in that quarter, rounded to the nearest whole Share.

5.    Share Redemption Priority. To the extent the total number of Shares tendered for redemption by Shareholders at the end of any calendar quarter are not redeemed (“Unredeemed Shares”) by the Corporation because it exceeds the Redemption Cap, the Unredeemed Shares will be given first priority for redemption at the end of the following calendar quarter, with the Redemption Consideration calculated based on the Determined Share Value then in effect, subject to the terms and conditions of the Program. If the Shareholder desires to have any Unredeemed Shares redeemed in the subsequent calendar quarter or quarters even though the Determined Share Value at that time is equal to or in excess of the Determined Share Value in effect when the Shares were initially tendered, the Shareholder should indicate that desire by initialing the appropriate place on the “Request to Redeem” prior to its delivery to the Administrator. The Shareholder may cancel any “Request to Redeem” in writing to the Administrator not later than ten (10) business days prior to the end of the calendar quarter. The priority given Unredeemed Shares pursuant to the Program may cause one or more tiers of priority if the total number of Unredeemed Shares and/or Shares continues to exceed the Redemption Cap in multiple successive calendar quarters.

6.    Right to Reject; Program Subject to Revision, Suspension, Termination. Notwithstanding anything herein to the contrary, the Board or the Committee may, in its sole discretion, reject any Share redemption request made by any Shareholder at any time. The terms of the Program are subject to revision, suspension or termination by the Board and the Committee at any time and from time to time, in the best interests of the Corporation.

CONDITIONS

1.    Minimum Holding Period. Shares tendered for redemption must be held by the Shareholder for at least one (1) year (the “Minimum Holding Period”) prior to being redeemed by the Corporation pursuant the Program. When membership units (“Membership Units”) of Broadstone Net Lease, LLC (the “Operating Company”) are converted to Shares, the time period(s) during which the Shareholder held Membership Units may be used to meet the Minimum Holding Period. In the event of death or bankruptcy of a Shareholder, or other exigent circumstances as approved by the Committee, the Corporation may waive the Minimum Holding Period for any number of Shares, in the Committee’s sole and absolute discretion.

2.    Additional Conditions to Redemption. Any redemption of Shares by the Corporation pursuant to the Program shall:

(a)    comply with applicable federal and state securities laws; and

(b)    not violate Section 2-311 of the Maryland general Corporation Law, which, among other things, requires that at the time of any redemption or other purchase of its own shares the Corporation have sufficient funds to pay its indebtedness as it becomes due and have total assets in excess of its total liabilities; and

(c)    not cause the Corporation to violate any restrictions applicable to the Corporation as a “real estate investment trust” or “REIT” or otherwise interfere with its ability to preserve the status of the Corporation as a REIT under the Internal Revenue Code and the regulations promulgated thereunder and in effect from time to time.

3.    Representations and Warranties of Shareholder. The Shareholder must, and automatically does so by executing a Request to Redeem and delivering it to the Administrator, represent and warrant to the Corporation that:

(a)    the Shareholder is the lawful owner of Shares tendered for redemption, free and clear of all security interest, liens, encumbrances, equities and other charges; and

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(b)    the Shareholder has the full and complete right and authority to transfer, sell, surrender, assign and convey the Shares tendered for redemption to the Corporation; and

(c)    the Shareholder is not a party to any agreement, written or oral, creating rights in respect of any Shares tendered for redemption to the Corporation in any third person; and

(d)    the sale by the Shareholder to the Corporation of the Shares tendered for redemption is made freely and voluntarily by the Shareholder and in selling said Shares to the Corporation the Shareholder is not acting under fraud, duress, menace or undue influence; and

(e)    the terms and conditions of the Program are valid and binding on the Shareholder upon submitting an executed Requested to Redeem to the Administrator; and

(f)    the above representations and warranties of the Shareholder survive the redemption of the Shares by the Corporation.

4.    General. Additional conditions to the redemption of the Redeemed Shares by the Corporation, include the Shareholder agreeing to the following provisions:

(a)    Remedies. In the event of a breach, default or misrepresentation by the Shareholder in connection with any of the provisions of the Program or in connection with the redemption of Shares by the Corporation, the Corporation has the right to seek and obtain any and all remedies available at law or in equity, including rescission of any redemption or the availability of the Program with respect to said Shareholder.

(b)    Governing Law and Venue. The Program and the transactions contemplated thereby shall be construed and enforced in accordance with the laws of the State of New York, unless otherwise, and only to the extent, required to be governed by the Maryland General Corporate Law, as amended from time to time. Any and all actions brought in connection with the Program shall be brought in the state and/or federal courts of the United States sitting in the County or Monroe, State of New York and the Shareholder waives any right to object to the convenience of such venue.

(c)    Entire Agreement. Other than as set forth herein and in the Request to Redeem executed by the Shareholder, there are no other agreements, representations, warranties or covenants by or between the Shareholder, the Corporation or the Administrator with respect to the Program or the redemption of Shares by the Corporation. The Program and the Request to Redeem constitute the entire agreement and supersedes all prior agreements and understandings, oral and written, between the Shareholder, the Corporation or the Administrator with respect to the Program or the redemption of Shares by the Corporation.

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SHARE REDEMPTION PROGRAM

REQUEST TO REDEEM

Thank you for your interest in the Share Redemption Program (the “Program”) of Broadstone Net Lease, Inc. (the “Corporation”). We are pleased to offer this opportunity to our shareholders. In order to become a participant in the Program, please sign this Request to Redeem where indicated below and return it to the Program administrator, Broadstone Asset Management, LLC (the “Administrator”), at the following address:

Broadstone Asset Management, LLC

800 Clinton Square

Rochester, NY 14604

For this Request to Redeem to apply to any redemption of shares under the Program, it must be received no later than ten (10) days prior to the last business day of the applicable calendar quarter. If this Request to Redeem is received by our Administrator after that date, you will be processed for redemption in the following calendar quarter, unless the Administrator receives written notice from you withdrawing your redemption request.

By signing below, you acknowledge and agree that:

• You have received, carefully read, and agree to be subject to and bound by the terms and conditions of the Program in effect at the time of delivery of this Request to Redeem, and that such terms and conditions are fully incorporated herein by reference.

• The Corporation has advised all shareholders, including you, to obtain independent legal counsel with respect to the transactions contemplated by the Program.

• By executing this Request to Redeem and delivering it to the Administrator, you are: (a) agreeing that you are either represented by independent legal counsel or specifically waiving the right to counsel; and (b) representing and warranting to the Corporation that you are acting on your own independent judgment or upon the advice of your own counsel, without any representation, express or implied, of any kind from any other party, including the Corporation and the Administrator.

• You desire to sell to the Corporation                  shares (insert number of shares) with the “Redemption Consideration” (see Program details) calculated based on the current per share price of $        .

Date:
		(Print or Type Name of Shareholder)
	By:
	Title:

If you would like all “Unredeemed Shares” (see Program details) to be sold to the Corporation at the end of the next calendar quarter with the Redemption Consideration calculated based on a the per share price then in effect, provided the per share price then in effect is the same or higher than the current per share price listed above, without having to submit an additional Request to Redeem form, please initial here:                 .

EX-10.1

EXHIBIT 10.1

AMENDED AND RESTATED ASSET MANAGEMENT AGREEMENT

This Amended and Restated Asset Management Agreement (this “Agreement”) is effective as of the 8^th day of February, 2013, by and among BROADSTONE NET LEASE, INC. (the “Corporation”), a Maryland corporation, BROADSTONE NET LEASE, LLC, a New York limited liability company (the “Operating Company”), and BROADSTONE ASSET MANAGEMENT, LLC, a New York limited liability company (the “Asset Manager”). The Corporation and the Operating Company are sometimes referred to herein collectively as the “Fund.” Capitalized terms are used with the meaning as set forth in Section 1.

WITNESSETH:

WHEREAS, the Corporation is a Maryland corporation created in accordance with applicable provisions of the Maryland General Corporation Law, as amended from time to time, and operating as a Real Estate Investment Trust;

WHEREAS, the Corporation is the managing member of the Operating Company and acquires real estate properties through the Operating Company;

WHEREAS, on December 31, 2007, the Corporation, on its own behalf, and as managing member of the Operating Company, entered into an Asset Management Agreement (the “Original Agreement”) with the Asset Manager, whereby the Asset Manager was retained and appointed as the advisor of the Corporation and the Operating Company and the Asset Manager agreed to perform certain services for the Corporation and the Operating Agreement, all as more particularly set forth in the Original Agreement;

WHEREAS, the Asset Manager, the Corporation and the Operating Company now desire to amend and restate the Original Agreement, with all the terms and conditions remaining the same as the Original Agreement, except for (A) the modification in Section 2(e)(i) of the maximum value of any property or related group of properties that may be acquired or sold by Asset Manager without the prior approval of the Board, (B) the addition of the Brokerage Fee in Section 10(c) of this Agreement, (C) the removal of offering and marketing expenses from Section 12(a)(ix), and (D) amendments related to the foregoing, all pursuant to that certain resolution passed by the Independent Directors Committee on February 8, 2013.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, do agree that the Original Agreement is hereby amended and restated in its entirety, as follows:

1.    Definitions. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Corporation’s Articles of Incorporation, and the following terms, as used herein, shall have the meanings set forth below:

(a)    “Acquisition Expenses” means expenses related to the Operating Company’s selection of, and investment in, real property and other investments, whether or not

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acquired or made, including but not limited to brokerage fees, environmental, engineering and other due diligence expenses, legal fees and expenses, financing fees and expenses, cost of appraisals, accounting fees and expenses, title insurance and miscellaneous other expenses.

(b)    “Accrued Expenses” has the meaning set forth in Section 14(b)(i).

(c)    “Affiliate” means a Person who is (i) in the case of an individual, any immediate family member of such Person; (ii) any officer, director, trustee, partner, manager, employee or holder of ten percent (I 0%) or more of any class of the voting securities of or equity interest in such Person; (iii) any corporation, partnership, limited liability company, trust or other entity controlling, controlled by or under common control with such Person; or (iv) any officer, director, trustee, partner, manager, employee or holder often percent (10%) or more of the outstanding voting securities of any corporation, partnership, limited liability company, trust or other entity controlling, controlled by or under common control with such Person. For purposes of this definition, the term “controls,” “is controlled by,” or “is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting rights, by contract or otherwise.

(d)    “Articles of Incorporation” means the Articles of Incorporation of the Corporation, as amended from time to time.

(e)    “Asset Management Fee” has the meaning set forth in Section 10(a).

(f)    “Board” means the board of directors of the Corporation.

(g)    “Cause” means (i) fraud, willful misconduct or breach of fiduciary duty of the Asset Manager owed to either the Corporation or the Operating Company; or (ii) if any of the following occur: (A) the Asset Manager violates any material provision of this Agreement, and after written notice of such violation reasonably detailing the breach and demanding a cure, the default is not cured within 30 days or action has commenced within 30 days to cure the default and such curative action completed with reasonable diligence; (B) the Asset Manager is adjudged bankrupt or insolvent by a court of competent jurisdiction, or an order shall be made by a court of competent jurisdiction for the appointment of a receiver, liquidator, or trustee of the party, for all or substantially all of its property by reason of the foregoing, or if a court of competent jurisdiction approves any petition filed against a party for reorganization, and such adjudication or order shall remain in force or unstayed for a period of 60 days; or (C) the Asset Manager institutes proceedings for voluntary bankruptcy or shall file a petition seeking reorganization under the federal bankruptcy laws, or for relief under any law for relief of debtors, or shall consent to the appointment of a receiver for itself or for all or substantially all of its property, or shall make a general assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts, generally, as they become due.

(h)    “Change in Control” means the failure of the Sponsors and their Affiliates to collectively own, directly or indirectly, fifty percent (50%) of the outstanding Membership Interests of the Asset Manager unless such change in ownership of the Asset Manager has been approved by the Independent Directors Committee, in its sole discretion.

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(i)    “Determined Share Value” has the meaning set forth in the Articles of Incorporation.

(j)    “Equity Contributions” means the aggregate of both cash contributions and the current value of property contributed to the equity of either the Corporation or the Operating Company, from time to time.

(k)    “Independent Director” has the meaning set forth in the Articles of Incorporation.

(l)    “Independent Directors Committee” has the meaning set forth in the Articles of Incorporation.

(m)    “Indemnitees” has the meaning set forth in Section 18(a).

(n)    “Initial Term” has the meaning set forth in Section 14(a).

(o)    “Investment Policy” means the investment objectives, policies and criteria related to the Fund’s investment in real properties, as may be amended by the Independent Directors Committee, from time to time.

(p)    “Leverage Policy” means the objectives, policies and criteria relating to the ratio of total debt of the Fund to total assets of the Fund, as may be amended by the Independent Directors Committee, from time to time.

(q)    “Loss” means any cost, expense (including reasonable attorneys’ fees and expenses, whether incurred in connection with the claim or enforcing rights under this Agreement), amount paid in judgment or settlement of any claim, incurred in connection with investigation or settlement of any claim.

(r)    “Marketing Fee” has the meaning set forth in Section 10(c).

(s)    “New Equity Contribution” means any new contribution of cash or property to the equity of either the Corporation or the Operating Company on or after January 1, 2013.

(t)    “Offering” means the private offering by the Corporation of its common stock, the initial closing for which is scheduled for December 31, 2007.

(u)    “Offering and Marketing Activities” has the meaning set forth in Section 12(b)(iv).

(v)    “Operating Agreement” means the Operating Agreement of the Operating Company, as amended and restated from time to time.

(w)    “Operating Company” has the meaning set forth in the preamble hereto.

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(x)    “Person” means an individual, corporation, partnership, joint venture, association, company (whether of limited liability or otherwise), trust, bank or other entity, or government or any agency or political subdivision of a government.

(y)    “Property Selection Criteria” means the primary criteria to be used in the selection of properties for acquisition that is principally based, but subject to change from time to time in the discretion of the Independent Directors Committee, on the property’s potential to generate targeted returns on investment from current and future cash flow.

(z)    “Property Manager” has the same meaning as set forth in the Articles of Incorporation.

(aa)    “Special Purpose Entity” means any special purpose entity owned, directly or indirectly, by the Operating Company and formed or acquired for the purpose of acquiring, owning or financing any Property.

(bb)    “Sponsors” means Norman P. Leenhouts, Amy L. Tait and Robert C. Tait.

2.    Duties of Asset Manager. The Corporation, on its own behalf, and as managing member of the Operating Company, hereby retains and appoints the Asset Manager as the advisor of the Corporation and the Operating Company to perform the services hereinafter set forth, and the Asset Manager hereby accepts such appointment, all subject to the terms and conditions hereinafter set forth. In the performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Corporation’s Articles of Incorporation and the Operating Agreement of the Operating Company, the Asset Manager shall devote sufficient resources to the administration of the Corporation to discharge its obligations hereunder and shall:

(a)    supervise all that is necessary to perform the management of the day-to-day operations of the Fund;

(b)    assist the Board in developing, establishing and monitoring strategies related to the acquisition and disposition of properties held by the Operating Company and setting the Property Selection Criteria;

(c)    designate two (2) individuals for nomination and election to the Board;

(d)    use its best efforts to seek out, present and recommend to the Fund, whether through its own efforts or those of the Property Manager or the third parties retained by Asset Manager or the Fund, suitable investment opportunities that are consistent with the Fund’s Investment Policy and the Property Selection Criteria, as adopted by the Board from time to time;

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(e)    subject to Board approval, acquire, develop, retain or sell real properties, provided, that, the Asset Manager may cause the Operating Company to acquire or dispose of real properties, or finance an acquisition on the Fund’s behalf, without the prior approval of the Board if and to the extent that:

(i)    the value of the proposed acquisition or sale of any property or related group of properties does not exceed an amount equal to four percent (4%) of the market value of the assets of the Operating Company;

(ii)    the proposed acquisition, sale or financing would not, if consummated, violate or conflict with the Investment Policy, Property Selection Criteria or Leverage Policy;

(iii)    the proposed acquisition, sale or financing would not, if consummated, violate the Leverage Policy of the Corporation;

(iv)    the consideration proposed to be paid for the real property to be acquired does not exceed the fair market value of such property, as determined in good faith by the Asset Manager; and

(v)    the consideration proposed to be paid for the real property to be sold is not below the fair market value of such property, as determined in good faith by the Asset Manager.

(f)    structure and supervise the negotiation of the terms and conditions of the acquisition and financing of potential or existing properties or the disposition thereof, subject to any required Board review;

(g)    arrange for financing and refinancing of properties and making any other changes in asset or capital structure of any Special Purpose Entity, subject to any required prior approval of such financing or refinancing by the Board;

(h)    monitor compliance with loan covenants, including reports to lenders under the terms of any respective financing;

(i)    obtain for the Fund such other services not provided by the Property Manager as may be required in acquiring or disposing of investments, disbursing and collecting the funds of the Fund, paying the debts and fulfilling the obligations of the Fund, and handling, prosecuting and settling any claims of the Fund;

(j)    supervise the reinvestment or distribution of the proceeds from the sale of any property;

(k)    supervise the maintenance of the books and records of the Corporation and the Operating Company and accounting functions, and prepare, or cause to be prepared, statements and other relevant information for distribution to stockholders or members, as the case may be, of the Corporation and Operating Company;

(l)    monitor operations and expenses of the Fund, including the preparation review and analysis of the operating budgets, capital budgets and leasing plans for approval by the Board;

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(m)    prepare or have prepared by a third party such property and portfolio appraisals and market equity valuations as may be requested by or desirable in the sole discretion of the Asset Manager, to assist the Independent Directors Committee in establishing the Determined Share Value on a quarterly basis;

(n)    from time to time, or as requested by the Board, make reports to the Fund as to its performance of the foregoing services;

(o)    manage and coordinate distributions to the members of the Operating Company and stockholders of the Corporation as declared by the Board;

(p)    at the request of the Board, facilitate investor communications and shareholder approvals, including the Corporation’s and Operating Company’s annual meeting;

(q)    oversee all marketing communications and other services related to an investment offering of capital stock of the Corporation or membership interests of the Operating Company including the:

(i)    preparation of a private placement memorandum and all ancillary offering documents, including the specific terms thereof, and keeping such offering documents current;

(ii)    soliciting potential accredited investors for participation in such offering, qualifying such investors and accepting subscriptions;

(iii)    approval of the participation of any broker dealers in such offering and the negotiation of any pertinent sales agreements;

(iv)    facilitation of the receipt, collection, processing and acceptance of any subscription agreements, commissions and other administrative support functions;

(v)    oversight of closings of sales of the securities;

(vi)    management and supervision of all third party service providers related to such securities offering;

(r)    perform any other powers of the Board or the Corporation, in its capacity as managing member of the Operating Company, which are set forth in the Articles of Incorporation and the Operating Agreement, as applicable, and which may be delegated to it by the Board from time to time;

(s)    investigate, select and engage, on behalf of the Fund, such third parties necessary to perform its obligations hereunder, including, without limitation, consultants, accountants, lenders, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, construction companies, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Managing Member, and Persons acting in any other capacity deemed by the Managing Member necessary or desirable for the performance of any of the foregoing services, including, but not limited to, entering into contracts in the name of the Fund with any of the foregoing; and

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(t)    take all such other actions and do all things necessary or desirable to carry out the foregoing services.

3.    Fiduciary Relationship. The Asset Manager, as a result of its relationship with the Fund pursuant to this Agreement, stands in a fiduciary relationship with the stockholders of the Corporation and the members of the Operating Company.

4.    No Partnership or Joint Venture. The Fund and the Asset Manager are not partners or joint venturers with each other and nothing herein shall be construed to make them partners or joint venturers or impose any liability as such on either of them.

5.    Records. At all times, the Asset Manager shall keep books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Fund and their professional representatives and, to the extent required by applicable law, the Articles of Incorporation or the Operating Agreement, the shareholders and managers of the Corporation and the Operating Company at any time during the ordinary business hours of the Asset Manager.

6.    REIT Qualification; Other Limitations on Asset Manager Actions. Anything else in this Agreement to the contrary notwithstanding, the Asset Manager shall refrain from any action which, in its sole judgment made in good faith, or, in the judgment of the Board provided that the Board gives the Asset Manager written notice to such effect, would: (a) adversely affect the status of the Corporation as a real estate investment trust pursuant to Section 856 of the Code; (b) cause the Corporation to be classified as an “investment company” for purposes of the Investment Corporation Act of 1940, as amended; (c) cause the Operating Company to be classified other than as a partnership for purposes of the Code; (d) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Fund or over their securities; or (e) be prohibited by the Corporation’s Articles of Incorporation or the Operating Agreement of the Operating Company.

7.    Bank Accounts. The Asset Manager may establish and maintain one or more bank accounts in the name of the Fund, or in its own name as agent for the Fund, and may collect and deposit in and disburse from any such account, any money on behalf of the Fund, under such terms and conditions as the Board may approve, provided that no funds in such account shall be commingled with funds of the Asset Manager. From time to time and upon appropriate request, the Asset Manager shall render appropriate accounting of such collections and payments to the Board and the auditors of the Fund.

8.    Information Furnished to Asset Manager. The Board shall, at all times, keep the Asset Manager fully informed with regard to the Investment Policy, Property Selection Criteria and Leverage Policy of the Corporation, including any specific types of real properties, mortgage investments and mortgage securities desired, and any criteria or conditions established by the Board as to whether the Fund will make a particular investment, the capitalization policy of the Fund (including the policy with regard to the incurrence of indebtedness by the Fund) and their

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intentions as to the future operations of the Fund. In particular, the Board shall notify the Asset Manager promptly of its intention to either sell or otherwise dispose of any of the Fund’s investments, to make any new investment, to incur any indebtedness or to issue any additional shares of Common Stock or Preferred Stock of the Corporation or any membership interests in the Operating Company.

9.    Consultation and Advice. In addition to the services described above, the Asset Manager shall consult with the Board and shall, at the request of the Board of the Corporation, furnish advice and recommendations with respect to other aspects of the business and affairs of the Fund to the Board or the Independent Directors Committee.

10.    Fees and Other Compensation of the Asset Manager.

(a)    The Asset Manager shall be entitled to compensation from the Fund which shall be paid to the Asset Manager by the Operating Company on its own behalf or on behalf of the Corporation. An annual asset management fee shall be paid to the Asset Manager (or its designee) on a pro-rata basis in advance on the first business day of each calendar quarter (the “Asset Management Fee”). From the initial closing of the Offering through December 31, 2009, the annual Asset Management Fee shall be equal to one percent (1.0%) of the aggregate Equity Contributions to both the Corporation and the Operating Company (the “Equity Contributions Amount”). After December 31, 2009, the annual Asset Management Fee shall be equal to one percent (1%) of the aggregate Determined Share Value as of the last business day of the preceding calendar quarter, on a fully diluted basis as if all interests in the Operating Company had been converted into shares of common stock on the last day of the immediately preceding calendar quarter. The parties agree and acknowledge that the Equity Contribution Amount and Determined Share Value for each calendar quarter will not be determinable as of the first business day of such calendar quarter. Accordingly, on the first day of each calendar quarter the Asset Manager shall be paid an amount based upon the Equity Contributions Amount or Determined Share Value, as applicable, for the immediately preceding quarter (the “Estimated Fee Payment”). As promptly as commercially reasonable following any closing (with regards to the Equity Contributions Amount) or a determination by the Independent Directors (with regards to the Determined Share Value), Asset Manager shall be paid any difference between the Estimated Fee Payment and the total Asset Management Fee to which Asset Manager shall be entitled for such quarter pursuant to the terms hereof.

(b)    From the initial closing of the Offering through December 31, 2017, the payment of the Asset Management Fee for any quarter will be deferred in whole or in part at any time during a rolling twelve-month period when cumulative distributions are below $3.50 per share. Any deferred Asset Management Fees will be deferred indefinitely; will accrue interest at the rate of seven percent (7%) per annum until paid; and will be paid from “available cash” after cumulative distributions from inception equal to $3.50 per share annually have been paid. For purposes of this Agreement, “available cash” includes working capital and cash flow from operations plus proceeds from debt and equity financings and property sales, provided that such payments or transactions would not result in the Fund exceeding the Leverage Policy established by the Independent Directors Committee.

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(c)    In addition to the Asset Management Fee, and in exchange for the Offering and Marketing Activities of the Asset Manager in Section 12(b)(iv), the Operating Company shall pay the Asset Manager a marketing fee equal to 0.5% of all New Equity Contributions upon contribution thereof (the “Marketing Fee”). The Fund and the Asset Manager acknowledge and agree that the Operating Company paid the Asset Manager, out of the proceeds of the equity contribution closed on December 31, 2012 (the “2012 YE Equity Contribution”), a one-time fee equal to 3.42% of the 2012 YE Equity Contribution, as compensation for, and in complete satisfaction of, any and all obligations of the Fund to reimbursement the Asset Manager pursuant to Section 12(a)(ix) of the Original Agreement.

(d)    The Asset Manager and its Affiliates shall be entitled to receive distributions from the Fund in respect of any shares of Common Stock of the Corporation or member interests of the Operating Company which any of them hold, along with the other holders of such shares or interests.

(e)    Subject to Section 15 below, the Asset Manager shall also be entitled to receive compensation for any additional services requested from time to time by the Fund on separate agreed-upon terms, subject to approval by a majority of the Independent Directors as being fair and reasonable to the Corporation and Operating Company.

11.    Statements. Prior to the payment of any fees hereunder, the Asset Manager shall furnish to the Fund a statement showing the computation of the fees, if any, payable under Section 10 hereof.

12.    Expenses of the Fund.

(a)    The Operating Company shall be responsible for and pay directly, or shall reimburse any Person that paid on the Operating Company’s behalf (including the Asset Manager and Corporation), any of the Fund’s expenses. Without limiting the foregoing, it is specifically agreed that the following expenses of the Fund shall be paid by the Operating Company on its own behalf or on behalf of the Corporation and shall not be borne by the Asset Manager unless such expense is a fee or other service for which the Asset Manager is otherwise receiving a fee from the Fund:

(i)    the cost of money borrowed by the Fund;

(ii)    all taxes applicable to the Fund including, without limitation, taxes on income and on assessments of real property;

(iii)    fees and expenses paid to independent contractors, unaffiliated mortgage servicers, consultants, managers and other agents employed by or on behalf of the Fund;

(iv)    Acquisition Expenses and expenses directly connected with the ownership and disposition of real property or other investments, and with the purchase or origination of real property and mortgage investments (including the costs of insurance premiums, legal services, brokerage and sales commission, maintenance, repair and improvement of property);

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(v)    expenses of maintaining and managing real estate equity interests, the negotiating, processing and servicing mortgage, credit facilities and other loans and managing the Fund’s other investments;

(vi)    insurance coverage in connection with the business of the Corporation (including officers and directors liability insurance) and the Operating Company;

(vii)    the expenses of dissolving and liquidating the Corporation, Operating Company or any Special Purpose Entity or revising, amending or modifying its organizational documents;

(viii)    expenses connected with payments of dividends or interest or distribution in cash or any other form declared or made by the Board to the stockholders or members, as the case may be, of the Corporation or the Operating Company.

(ix)    expenses related to the formation of the Fund and its compliance with applicable state and federal securities laws, including fees paid to third party professionals, such as lawyers and accountants, filing and registration fees under various provisions of federal and state securities laws, and any other state, federal, or local government filing fees;

(x)    transfer agent’s and registrar’s fees and charges, if any;

(xi)    the actual cost of goods and materials used by the Fund and obtained from entities not affiliated with the Asset Manager; and

(xii)    other legal, accounting and auditing fees and expenses as well as any costs incurred in connection with any litigation in which the Fund is involved and the examination, investigation or other proceedings conducted by any regulatory agency with respect to the Fund.

(b)    The Asset Manager shall bear the expenses it incurs in connection with performing its duties under this Agreement including:

(i)    employee compensation, including salaries, wages, payroll taxes and the cost of employee benefit plans;

(ii)    rent, telephone, utilities, office furniture, equipment and machinery (including computers and computer use related expenses), supplies and other office expenses;

(iii)    administrative overhead costs including expenses incurred in supervising, monitoring and inspecting the Properties or relating to the Asset Manager’s performance of its obligations under this Agreement, including the services of its two nominees as directors of the Corporation (including travel, communication, personal, and miscellaneous costs and expenses associated with such obligations); and

(iv)    expenses related to the (X) offering of the Corporation’s common shares and Operating Company’s membership units, such as the preparation of the offering documents and coordination of the sale of the shares of common stock, including professional

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fees, reproduction costs, and other investor related matters, and (Y) marketing activities, generally relating to meetings attended by potential investors, printing and mailing costs and, if brokers are engaged, their fees and expenses (collectively, the “Offering and Marketing Activities”). Asset Manager expressly acknowledges and agrees that it shall (X) bear the full cost and expense of such Offering and Marketing Activities itself, (Y) be compensated for its Offering and Marketing Activities pursuant to Section 10(c) of this Agreement, and (Z) not seek additional compensation from Corporation or Operating Company, or any of their affiliates, for any cost or expense related to Offering and Marketing Activities that may from time to time exceed the Marketing Fee paid or to be paid to Asset Manager; provided, however, the foregoing shall not include costs and expenses required to be paid to any other service provider pursuant to any agreement to which the Corporation or Operating Company is a party (e.g., a property management agreement) or by the Corporation or the Operating Company pursuant to the Articles of Incorporation or Operating Agreement, as the case maybe.

(c)    In no event shall the Operating Company reimburse the Asset Manager for any services for which the Asset Manager or the Property Manager shall receive a separate fee.

(d)    The amounts charged to the Fund for additional services performed shall not exceed the lesser of (a) the actual cost of such services, or (b) the amount which the Fund would be required to pay to independent parties for comparable services.

(e)    Notwithstanding the foregoing, reimbursements of expenses under this Agreement will be subject to such requirements for documentation as may be required by the Independent Directors Committee.

13.    Other Activities of Asset Manager.

(a)    Except as set forth in this Section 13, nothing in this Agreement shall prevent the Asset Manager or any of its Affiliates from engaging in other business activities related to real estate, mortgage investments or other investments whether similar or dissimilar to those made by any of the Fund or from acting as advisor to any other person or entity having investment policies whether similar or dissimilar to those of the Corporation or the Operating Company (including other REITs or partnerships); provided, that, before the Asset Manager and all Persons controlled by the Asset Manager may take advantage of an opportunity for their own account or present or recommend it to others, they are obligated to present an investment opportunity to the Fund if: (i) such opportunity is compatible with all pertinent factors of the Fund’s Investment Policy including diversification, property type and location; (ii) such opportunity is of a character which could be taken by the Fund; and (iii) the Fund has the financial resources to take advantage of such opportunity. Notwithstanding the foregoing, the Fund acknowledges that the Asset Manager and its Affiliates have invested in a variety of real estate investments and agree that Asset Manager and its Affiliate may continue to own, operate and manage such net-leased properties.

(b)    The Asset Manager will use its best efforts to present suitable investments to the Fund consistent with the Investment Policy. If the Asset Manager or any of its Affiliates is presented with a potential investment in a property which might be made by more than one investment entity which it advises or manages, the decision as to the suitability of the property

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for investment by a particular entity will be based upon a review of the investment portfolio of each entity and upon factors such as: (i) cash flow from the property; (ii) the effect of the acquisition of the property on the diversification of each entity’s portfolio; (iii) rental payments during any renewal period; (iv) the amount of equity required to make the investment; (v) the policies of each entity relating to leverage; (vi) the funds of each entity available for investment; and (vii) the length of time the funds have been available for investment and the manner in which the potential investment can be structured by each entity. To the extent that a particular property might be determined to be suitable for more than one investment entity, priority generally will be given to the investment entity having uninvested funds for the longest period of time.

14.    Term, Termination of Agreement and Termination Fee.

(a)    This Agreement shall be effective on the date first above set forth and shall continue in full force and effect until December 31, 2017 (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive five (5) year periods, unless the Corporation, acting for itself and the Operating Company, or the Asset Manager provides the other party with written notice of termination no fewer than ninety (90) days prior to the expiration of the then current term. In the event that the Corporation provides the Asset Manager with written notice of termination prior to any renewal term as required, or terminates this Agreement as provided in clause (iii) below, the Fund shall pay to Asset Manager a fee equal to three (3) times the Asset Management Fee to which the Asset Manager was entitled during the twelve-month period immediately preceding the date of such termination. Notwithstanding the foregoing, this Agreement may be terminated: (i) immediately by the Independent Directors of the Corporation for Cause without incurring an obligation of the Fund to pay to Asset Manager the aforementioned fee; (ii) upon six (6) months’ prior written notice by Asset Manager; or (iii) by the Independent Directors, with written notice to the Asset Manager, within 30 days following a Change in Control. In the event of the termination of this Agreement, the Asset Manager will cooperate with the Fund and take all reasonable steps requested to assist the Fund in making an orderly transition of the advisory function.

(b)    In the event of a termination of this Agreement:

(i)    if the termination is for Cause as pursuant to Section 14(a)(i), the Corporation and/or Operating Company shall promptly pay the Asset Manager any amounts owing with respect to reimbursement of expenses properly submitted by the Asset Manager within 30 days following such termination (“Accrued Expenses”) but no unpaid portion of the Asset Management Fee shall be payable without the approval of the Independent Directors Committee in its sole discretion;

(ii)    if the termination is by the Asset Manager on notice pursuant to Section 14(a)(ii) or non-renewal at the end of any term, the Corporation and/or Operating Company shall promptly reimburse the Asset Manager for any Accrued Expenses and the Corporation shall, within 30 days following such termination, pay to the Asset Manager the Asset Management Fee through the date of termination, pro rated based on the number of days elapsed if termination occurs on a date other than the last day of a calendar quarter;

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(iii)    if the termination is by the Corporation as a result of a Change in Control pursuant to Section 14(a)(iii) or non-renewal by the Corporation, the Corporation and/or Operating Company shall promptly reimburse the Asset Manager for any Accrued Expenses and the Corporation shall, within 30 days following such termination, pay to the Asset Manager a termination fee equal to three times the sum of the Asset Management Fee for the preceding four consecutive calendar quarters; and

(iv)    regardless of the reason for termination, the Fund shall, within 30 days following such termination, pay to Asset Manager any Asset Management Fees deferred pursuant to Section 10(b) hereto including any accrued interest thereon.

15.    Action Upon Termination. From and after the effective date of termination of this Agreement pursuant to Section 14 hereof, the Asset Manager shall promptly:

(a)    pay over to the Fund all moneys collected and held for the account of such Fund pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;

(b)    deliver to the Fund a full accounting, including a statement showing all payments collected by it and a statement of all moneys held by it, covering the period following the date of the last accounting furnished to the Fund; and

(c)    deliver to the Fund all property and documents of the Fund then in the custody of the Asset Manager.

16.    Incorporation of the Articles of Incorporation and the Operating Agreement. To the extent the Articles of Incorporation or the Operating Agreement impose obligations or restrictions on the Asset Manager or grant the Asset Manager certain rights which are not set forth in this Agreement, the Asset Manager shall abide by such obligations or restrictions and such rights shall inure to the benefit of the Asset Manager with the same force and effect as if they were set forth herein.

17.    Standard of Care. The Asset Manager shall render the services called for hereunder in good faith. The duties to be performed by the Asset Manager pursuant to this Agreement may be performed by it or by officers, members or directors or by Affiliates of the foregoing under the direction of the Asset Manager or delegated to unaffiliated third parties under its direction. In no event will the Asset Manager or any of its directors, officers, partners, members, affiliates and employees, be liable to the Fund, or to the stockholders, members or directors of the Fund (or any successor or assign thereto), except by reason of acts constituting bad faith, gross negligence or willful misconduct.

18.    Indemnification of Asset Manager.

(a)    Subject to the limitations set forth in sections (b) through (d) below and any limitations set forth in the Articles of Incorporation, the Fund shall indemnity and hold harmless the Asset Manager and its Affiliates for any Loss arising out of any of their acts or omissions in connection with this Agreement and any loss of liability suffered by the Asset Manager, its officers, directors, members and Affiliates (collectively, the “Indemnitees”),

13

directly or by reason of any loss or liability of the Corporation or the Operating Company (other than losses attributed solely to its holdings of common stock of the Corporation or interests in the Operating Company suffered pro rata with all holders of such common stock or interests).

(b)    The Fund shall not indemnity the Asset Manager or its Affiliates for any Loss suffered by the Asset Manager or its Affiliates, nor shall it hold the Asset Manager or its Affiliates harmless for any loss or liability suffered by the Fund unless all of the following conditions are met: (i) the Asset Manager or its Affiliates determined in good faith that the course of conduct which caused the loss or liability was in the best interests of the Fund; (ii) the Asset Manager or its Affiliates were acting on behalf of the Fund or performing services for the Fund; (iii) such liability or loss or expense was not the result of gross negligence or willful misconduct on the part of the Asset Manager or its Affiliates; and (iv) such indemnification or agreement to hold harmless shall be recoverable only out of the net assets of the Fund and not from the stockholders or members of the Fund.

(c)    Notwithstanding anything to the contrary in subsection (b), the Fund shall not indemnity the Asset Manager or its Affiliates for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular Indemnitee and finds that indemnification of the settlement and related costs should be made, and the court considering the matter has been advised of the position of the Securities and Exchange Commission and the published position of any state securities regulatory authority as to indemnification for violations of securities law.

(d)    The Fund shall, on request, advance amounts to the Asset Manager or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Fund; (ii) the legal action is initiated by a third party who is not a stockholder of the Corporation or member of the Operating Company, or is initiated by a stockholder or member acting in his or her capacity as such and a court of competent jurisdiction specifically approves the advances; and (iii) the Asset Manager or its Affiliates undertake in writing to repay the advanced funds to the Fund, together with the applicable legal rate of interest thereon, in cases in which such the Asset Manager or its Affiliates are found by a court of competent jurisdiction not to be entitled to indemnification.

19.    Amendments. This Agreement shall not be changed, modified, terminated or discharged in whole or in part except by an instrument in writing signed by all parties hereto, or their respective successors or permitted assigns, or otherwise as provided herein.

20.    Assignment. This Agreement may not be assigned by the Asset Manager, except to an Affiliate of the Asset Manager, or upon the approval of the Independent Directors Committee. Any assignee of the Asset Manager shall be bound hereunder to the same extent as the Asset Manager. This Agreement shall not be assigned by the Fund without the written

14

consent of the Asset Manager, except to a corporation, association, trust or other organization which is a successor to the Fund. Such successor shall be bound hereunder to the same extent as the Fund. Notwithstanding anything to the contrary contained herein, the economic rights of the Asset Manager hereunder, including the right to receive all compensation hereunder, may be sold, transferred or assigned by the Asset Manager without the consent of the Fund.

21.    Notices. Any notice, report, consent or other communication required or permitted to be given hereunder shall be in writing, and shall be given by delivering such notice in person, by registered or certified United States mail, postage prepaid and return receipt requested, or by recognized overnight delivery service and shall be given when received at the following addresses of the parties hereto:

The Corporation:

Broadstone Net Lease, Inc.

530 Clinton Square

Rochester, NY 14604

Attention: Chief Executive Officer

The Operating Company:

Broadstone Net Lease, LLC

530 Clinton Square

Rochester, NY 14604

Attention: Chief Executive Officer

The Asset Manager:

Broadstone Asset Management, LLC

530 Clinton Square

Rochester, NY 14604

Attention: Chief Financial Officer

Any party may at any time change its address for the purpose of this Section 21 by notice given to the other parties in the manner set forth above.

22.    Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

23.    No Waiver. Neither the failure nor any delay on the party of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrences. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

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24.    No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or will be construed to give any person other than the parties hereto or their respective administrators, successors or permitted assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein

25.    Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall together constitute one and the same instrument.

26.    Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof.

27.    Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York without regard to principles of choice of law other than the provisions of General Obligations Law Sections 5-1401 and 5-1402. The parties hereto consent to the jurisdiction of the courts of the State of New York and Federal courts located in Monroe County, New York, with respect to any matter related to this Agreement or any investment in the Shares and will not object to the laying of venue in Monroe County, New York.

28.    Severability. If any provision of this Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable: (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision, and (b) the remainder of this Agreement and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability.

29.    Disputes. If there shall be a dispute between Owner and Asset Manager relating to this Agreement resulting in litigation, the prevailing party in such litigation shall be entitled to recover from the other party to such litigation such amount as the court shall fix as reasonable attorneys’ fees.

30.    Activities of Asset Manager. Except as otherwise provided herein, the obligations of Asset Manager pursuant to the terms and provisions of this Agreement shall not be construed to preclude Asset Manager from engaging in other activities or business ventures, whether or not such other activities or ventures are in competition with the Fund or the business of Fund.

31.    Independent Contractor. Asset Manager and Owner shall not be construed as joint venturers or partners of each other pursuant to this Agreement, and neither shall have the power to bind or obligate the other except as set forth herein. In all respects, the status of Asset Manager to Owner under this Agreement is that of an independent contractor.

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32.    Further Actions. The parties agree to execute any and all such other and further instruments and documents, and to take any and all such further actions reasonably required to effectuate this Agreement and the intent and purposes hereof.

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed as of the day and year first above written.

CORPORATION:	BROADSTONE NET LEASE, INC.,
	a Maryland corporation
	By:	/s/ Amy L. Tait
		Amy L. Tait, CEO
OPERATING COMPANY:	BROADSTONE NET LEASE, LLC,
	a New York limited liability company
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
	By:	/s/ Amy L. Tait
		Amy L. Tait, CEO
ASSET MANAGER:	BROADSTONE ASSET MANAGEMENT, LLC,
	a New York limited liability company
	By:	Broadstone Real Estate, LLC
		a New York limited liability company,
		its sole member
	By:	/s/ Amy L. Tait
		Amy L. Tait, CEO

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EX-10.2

EXHIBIT 10.2

SECOND AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT

This Second Amended and Restated Property Management Agreement (this “Agreement”) is effective as of the 31^st day of December, 2007, by and among BROADSTONE NET LEASE, INC., a Maryland corporation (the “Corporation”), BROADSTONE NET LEASE, LLC, a New York limited liability company (the “Operating Company”) and BROADSTONE REAL ESTATE, LLC, a New York limited liability company (the “Property Manager”). Capitalized terms are used with the meaning set forth in Article I.

WHEREAS, the Operating Company was organized to acquire, own, operate, lease and manage real estate properties; and

WHEREAS, the Corporation was formed to invest in the Operating Company and to hold a controlling interest therein; and

WHEREAS, the Corporation intends to raise money from the sale of its common stock to be used for investment in income-producing real estate to be acquired and held by the Operating Company or a Special Purpose Entity; and

WHEREAS, Owner wishes to retain Property Manager to manage and coordinate certain aspects of the leasing, acquisition and sale of Owner’s real estate properties, and the Property Manager wishes to be so retained, all under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties entered into that certain Amended and Restated Property Management Agreement (the “First Amendment”) in order to amend and restate that certain Property Management Agreement originally entered into by the parties on December 31, 2007 (the “Original Agreement”), with the First Amendment containing all of the same terms and conditions as the Original Agreement, except for the Service Fees set forth in Section 4.1 of the Original Agreement, which were amended by the First Amendment to add more specificity in accordance with a certain resolution passed by the Board on November 11, 2009.

WHEREAS, the parties wish to amend and restate the First Amendment, with all the terms and conditions remaining the same as the First Amendment, except for the Management Fee set forth in Section 4.1(a), which has been amended in this Agreement to add more specificity in accordance with a certain transaction approved and a certain resolution passed by the Board on November 10, 2010.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, do hereby agree as follows:

ARTICLE I.

DEFINITIONS

Except as otherwise specified or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement, and the definitions of such terms are equally applicable both to the singular and plural forms thereof:

1.1    “Account” has the meaning set forth in Section 2.3(i) hereof.

1.2    “Affiliate” means a Person who is (i) in the case of an individual, any immediate family member of such Person; (ii) any officer, director, trustee, partner, manager, employee or holder of ten percent (10%) or more of any class of the voting securities of or equity interest in such Person; (iii) any corporation, partnership, limited liability company, trust or other entity controlling, controlled by or under common control with such Person; or (iv) any officer, director, trustee, partner, manager, employee or holder of ten percent (10%) or more of the outstanding voting securities of any corporation, partnership, limited liability company, trust or other entity controlling, controlled by or under common control with such Person. For purposes of this definition, the term “controls,” “is controlled by,” or “is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting rights, by contract or otherwise.

1.3    “Acquisition Fee” has the meaning set forth in Section 4.1 hereof.

1.4    “Board” means the board of directors of the Corporation.

1.5    “Cause” means: (x) fraud, willful misconduct or breach of fiduciary duty of the Property Manager owed to either the Corporation or the Operating Company; or (y) if any of the following occur: (i) the Property Manager violates any material provision of this Agreement, and after written notice of such violation reasonably detailing the breach and demanding a cure, the default is not cured within 30 days or action has commenced within 30 days to cure the default and such curative action completed with reasonable diligence; (ii) the Property Manager is adjudged bankrupt or insolvent by a court of competent jurisdiction, or an order shall be made by a court of competent jurisdiction for the appointment of a receiver, liquidator, or trustee of the party, for all or substantially all of its property by reason of the foregoing, or if a court of competent jurisdiction approves any petition filed against a party for reorganization, and such adjudication or order shall remain in force or unstayed for a period of 60 days; or (iii) the Property Manager institutes proceedings for voluntary bankruptcy or shall file a petition seeking reorganization under the federal bankruptcy laws, or for relief under any law for relief of debtors, or shall consent to the appointment of a receiver for itself or for all or substantially all of its property, or shall make a general assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts, generally, as they become due.

1.6    “Change in Control” means the failure of the Sponsors and their Affiliates to collectively own, directly or indirectly, fifty percent (50%) of the outstanding Membership Interests of the Property Manager unless such change in ownership of the Property Manager has been approved by the Independent Directors Committee, in its sole discretion.

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1.7    “Corporation” has the meaning set forth in the preamble hereto.

1.8    “Financing Agreement” means any credit agreement, mortgage or other agreement for borrowed money of the Corporation or the Operating Company.

1.9    “Improvements” means buildings, structures, equipment from time to time located on the Properties and all parking and common areas located on the Properties.

1.10    “Independent Director” and “Independent Directors Committee” each have the meaning set forth in the Articles of Incorporation of the Corporation as in effect from time to time.

1.11    “Lease” shall mean an agreement of lease between Owner and tenant with respect to a Property.

1.12    “Management Fees” has the meaning set forth in Section 4.1 hereof.

1.13    “Operating Company” has the meaning set forth in the preamble hereto.

1.14    “Owner” means, collectively, the Operating Company and the Special Purpose Entities which own the Properties.

1.15    “Person” shall mean an individual, corporation, partnership, joint venture, association, company (whether of limited liability or otherwise), trust, bank or other entity, or government or any agency or political subdivision of a government.

1.16    “Properties” means any real property owned by Owner from time to time.

1.17    “Property Manager” has the meaning set fort in the preamble hereto.

1.18    “Special Purpose Entity” means any special purpose entity owned, directly or indirectly, by the Operating Company and formed or acquired for the purpose of acquiring, owning or financing any Property.

1.19    “Sponsors” means Norman P. Leenhouts, Amy L. Tait and Robert C. Tait

ARTICLE II.

APPOINTMENT OF MANAGER; SERVICES TO BE PERFORMED

2.1    Appointment of Property Manager. Owner hereby engages and retains Property Manager as the sole and exclusive manager and agent of the Properties, and Property Manager hereby accepts such appointment, all on the terms and conditions hereinafter set forth, it being

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understood that this Agreement shall cause Property Manager to be, at law, Owner’s agent upon the terms contained herein. As such, all obligations and expense incurred by Property Manager which are consistent with this Agreement shall be for the account, on behalf of and at the expense of the Owner.

2.2    General Duties. Property Manager shall devote its best efforts to performing its duties hereunder to manage, operate, maintain and lease the Properties in a diligent, careful and vigilant manner. The services of Property Manager are to be of scope and quality not less than those generally performed by professional property managers of other similar properties in the area. Property Manager shall make available to Owner the full benefit of the judgment, experience and advice of the members of Property Manager’s organization and staff with respect to the policies to be pursued by Owner relating to the operation and leasing of the Properties.

2.3    Specific Duties. Property Manager’s duties include the following:

(a)    Lease Obligations. Property Manager shall perform all duties of the landlord under all Leases insofar as such duties relate to operation, maintenance, and day-to-day management. Property Manager shall also provide or cause to be provided, at Owner’s expense, all services normally provided to tenants of like premises and as such may be required by their respective Leases. Property Manager shall arrange for and supervise the performance of all installations and improvements in space leased to any tenant which are expressly required under the terms of a Lease. Property Manager shall use commercially reasonable efforts to ensure tenants maintain the Properties in good operating condition, comply with all federal, state or local governments requirements and fulfill any insurance obligations required by the Owner pursuant to the terms of a Lease.

(b)    Maintenance. Property Manager shall perform any maintenance services which are an obligation and responsibility of Owner pursuant to a Lease or required under any Financing Agreements. Property Manager’s duties shall include ensuring that each tenant maintains the Property subject to such tenant’s Lease in strict compliance with such Lease.

(c)    Leasing Functions. Property Manager shall coordinate the leasing of the Properties and shall negotiate and use its best efforts to secure executed Leases from qualified tenants, and to execute same on behalf of Owner, if requested, for available space in the Properties, such Leases to be in form and on terms approved by Owner and Property Manager, and to bring about complete leasing of the Properties. Property Manager shall be responsible for the hiring of all leasing agents, as necessary for the leasing of the Properties, and to otherwise oversee and manage the leasing process on behalf of the Owner.

(d)    Acquisition and Disposition Services. Property Manager shall perform due diligence functions for all Property acquisitions and dispositions and shall select and supervise all third parties necessary to assess the physical condition and other characteristics of a Property, including, without limitation, survey companies, title examiners, attorneys, engineers, and environmental consultants.

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(e)     Vendors. Property Manager may, at its discretion, select or replace vendors that provide goods or services to the Properties provided such is reasonably required within the ordinary course of the management, operation, maintenance and leasing of a Property and the cost of such vendor is justified based upon market rates.

(f)    Notice of Violations. Property Manager shall forward to Owner promptly upon receipt all notices of violation or other notices from any governmental authority, and board of fire underwriters or any insurance company, and shall make such recommendations regarding compliance with such notice as shall be appropriate.

(g)    Personnel. Any personnel hired by Property Manager to maintain, operate and lease the Property shall be the employees or independent contractors of Property Manager and not of the Owner. Property Manager shall use due care in the selection and supervision of such employees or independent contractors. Property Manager shall be responsible for the preparation of and shall timely file all payroll tax reports and timely make payments of all withholding and other payroll taxes with respect to each employee.

(h)    Utilities and Supplies. Property Manager shall enter into or renew contracts for electricity, gas, steam, landscaping, fuel, oil, maintenance and other services as are customarily furnished or rendered in connection with the operation of similar rental property and pursuant to the terms of a Lease.

(i)    Expenses. Property Manager shall analyze all bills received for services, work and supplies in connection with maintaining and operating the Properties, pay all such bills, and, if requested by Owner, pay, when due, utility and water charges, sewer rent and assessments, any applicable taxes, including, without limitation, any real estate taxes, and any other amount payable in respect to the Properties not payable directly by tenants pursuant to their Leases. Property Manager shall use commercially reasonable efforts to pay all bills within the time required to obtain discounts, if any. Owner may from time to time request that Property Manager forward certain bills to Owner promptly after receipt, and Property Manager shall comply with any such request. Property Manager shall pay real property taxes and assessment and insurance premiums and other expenses of the Properties out of the Account (as hereinafter defined).

(j)    Monies Collected. Property Manager shall collect all rent and other monies from tenants and any sums otherwise due Owner with respect to the Properties in the ordinary course of business. In collecting such monies, Property Manager shall inform tenants of the Properties that all remittances are to be in the form of a check, money order or bank wire. Owner authorizes Property Manager to request, demand, collect and take receipt for all such rent and other monies and to institute legal proceedings in the name of Owner for the collection thereof and for the dispossession of any tenant in default under its lease. All such monies shall promptly be deposited in an account designated by the Operating Company.

(k)    Banking Accommodations. Property Manager shall establish and maintain a separate checking account (the “Account”) for funds relating to the Properties. All monies deposited from time to time in the Account shall be deemed to be trust funds and shall be and

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remain the property of Owner and shall be withdrawn and disbursed by Property Manager for the account of Owner only as expressly permitted by this Agreement for the purposes of performing the obligations of Property Manager hereunder. No monies collected by Property Manager on Owner’s behalf shall be commingled with funds of Property Manager. The Account shall be maintained, and monies shall be deposited therein and withdrawn therefrom, in accordance with the following:

(i)    promptly, but no later than two (2) business days after request by Property Manager, Operating Company shall deposit sums sufficient to permit Property Manager to make the payments specified in (ii) below; and

(ii)    all sums due to Property Manager hereunder, whether for compensation, reimbursement for expenditures, or otherwise, as herein provided, shall be a charge against the operating revenues of the Properties and shall be paid and/or withdrawn by Property Manager from the Account prior to the making of any other disbursements therefrom.

(l)    Tenant Complaints. Property Manager shall maintain business-like relations with the tenants of the Properties.

(m)    Organizational Documents. Property Manager has received copies of the Amended and Restated Operating Agreement of the Operating Company and the Articles of Incorporation and By-laws of the Corporation, each as in effect from time to time and is familiar with the terms thereof. Property Manager shall use reasonable care to avoid any act or omission which, in the performance of its duties hereunder, shall in any way conflict with the terms of the organizational documents.

(n)    Signs. Property Manager shall place and remove, or cause to be placed and removed, such signs upon the Properties as Property Manager deems appropriate, subject, however, to the terms and conditions of the Leases and to any applicable ordinances and regulations.

2.4    Approval of Leases, Contracts. In fulfilling its duties to the Owner, Property Manager may and hereby is authorized to enter into any leases, contracts or other agreements on behalf of the Owner in the ordinary course of the management, operation, maintenance and leasing of the Properties.

2.5     Accounting, Records and Reports.

(a)    Records. Property Manager shall maintain all office records and books of account and shall record therein, and keep copies of, each invoice received from services, work and supplies ordered in connection with the maintenance and operation of the Properties. Such records shall be maintained on a double entry basis. Owner and persons designated by Owner shall at all reasonable time have access to and the right to audit and make independent examinations of such records, books and accounts and all vouchers, files and all other material pertaining to the Properties and this Agreement.

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(b)    Reports. On or before the 20th day of each month during the term of this Agreement, Property Manager shall prepare and submit to Owner a cash flow statement showing all cash receipts and disbursements with respect to the Properties during the preceding month. Property Manager shall also prepare and promptly deliver any other report as may be reasonably requested by the Independent Directors.

(c)    Financial Information and Filings. Property Manager shall execute and file when due all forms, reports, and returns required by law relating to the employment of its personnel. Property Manager shall also assist the Owner in preparing financial statements and tax returns.

(d)    Notices. Promptly after receipt, Property Manager shall deliver to Owner all notices from any tenant, or any governmental authority, that are not of a routine nature. Property Managers shall also report expeditiously to Owner notice of any extensive damage to any part of the Properties.

2.6    Subcontracting and Vendors. Notwithstanding anything to the contrary contained in this Agreement, the Property Manager may subcontract any of its duties hereunder, without the consent of the Owner being required, for a fee that may be less than the Management Fees paid hereunder. In the event that the Property Manager does so contract any its duties hereunder, such fees payable to such third parties may, at the instruction of the Property Manager, be deducted from the monthly Management Fee payable to the Property Manager hereunder and paid by the Operating Company to such parties, or paid directly by the Property Manager to such parties, in its discretion.

ARTICLE III.

EXPENSES

3.1    Owner’s Expenses. Except as otherwise specifically provided, all costs and expenses incurred hereunder by Property Manager in fulfilling its duties to Owner shall be for the account of and on behalf of Owner. All costs and expenses for which Owner is responsible under this Agreement shall be paid by Property Manager out of the Account. In the event said account does not contain sufficient funds to pay all said expenses, Owner shall fund all sums necessary to meet such additional costs and expenses.

3.2    Property Manager’s Expenses. All costs and expenses incurred hereunder by Property Manager incidental to performing the services contained herein, including its own expenses related to the acquisition, management, leasing and disposition of the Properties and including its general overhead and administrative expenses such as travel costs and compensation of its employees, shall be paid by Property Manager for its own account.

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ARTICLE IV.

MANAGER’S COMPENSATION

4.1    Service Fees. In exchange for its services, the Owner shall pay the Property Manager the following compensation:

(a)    In exchange for the services described in Article II (unless otherwise compensated for rendering a specific service pursuant to this Section 4.1), the Property Manager will receive a property management fee, payable at the end of each month, equal to three percent (3%) of the gross rentals collected from all of the Owner’s Properties for such month including base rent, additional rent, and all other charges, fees and commissions paid for use or occupation of the Properties under the terms and conditions of the leases governing such Properties (the “Management Fee”). Notwithstanding anything in this Section 4.1(a) to the contrary, the Management Fee payable at the end of each month with respect to that certain Property located at 2655 Ridgeway Avenue, Greece, NY and that certain Amended and Restated Master Lease Agreement, dated as of March 1, 2010, between Unity Ridgeway, LLC and Unity Health System (the “Unity Lease”) shall be equal to five percent (5%) of all Rent (as such term is defined in the Unity Lease) collected for such month, until the expiration (including all Renewal Terms, as such term is defined in the Unity Lease) or earlier termination of the Unity Lease.

(b)    In exchange for acquisition services rendered, upon the acquisition of a new Property the Property Manager will receive an acquisition fee equal to one percent (1%) of the gross purchase price paid for the acquired Property, including any property contributed by a prior owner of the Property in exchange for membership interests in the Operating Company at the agreed upon market value; provided, however, in the event that the acquisition of a new Property requires a new lease (as opposed to taking an assignment of an existing lease), such as in the case of a “sale-leaseback” transaction, the Property Manager will receive an acquisition fee equal to two percent (2%) of the gross purchase price paid for the acquired Property.

(c)    In exchange for services rendered in connection with the execution of new leases after the initial acquisition of the Property, the Property Manager will receive a re-leasing fee equal to one month’s rent if the Lease is with an existing tenant, or two month’s rent if the tenant is new to the Property (whether or not the Property Manager engages a broker to lease the Property on behalf of the Owner).

(d)    In exchange for disposition services rendered, upon the sale of a Property the Property Manager will receive a disposition fee equal to one percent (1%) of the gross purchase price paid for the disposed Property.

In the event that Property Manager properly engages one or more third parties to perform the services described herein on behalf of the Property Manager, the fees payable to such parties for such services will be deducted from the monthly Management Fees payable by the Operating Company to Property Manager, or paid directly by Property Manager, at Property Manager’s option. All fees paid pursuant to this Article IV shall be in addition to any brokerage fees paid to third parties in connection with the purchase, sale, lease or re-lease of Properties, which shall be an expense of Owner.

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4.2    Additional Fees. In the event that the Property Manager provides services other than those specified herein, the Operating Company shall pay to Property Manager a fee equal to no more than that which the Operating Company would pay to a third party that is not an Affiliate of the Owner or the Property Manager to provide such services, as approved by the Independent Directors Committee.

4.3    Property Manager Financing and Guarantee. The Property Manager or its Affiliate may also provide, but is not obligated to provide, short-term financing to, or guarantees for, the Owner. The Property Manager shall be entitled to receive an interest rate of up to the prime rate plus one percent (1%) in exchange for any advances to the Owner and five (5) basis points in exchange for guaranteeing recourse carve-outs on any financing transaction to which an Owner is a party.

4.4    Audit Adjustment. If any audit of the records, books or accounts relating to the Properties discloses an overpayment or underpayment of Management Fees, Owner or Property Manager shall promptly pay to the other party the amount of such overpayment or underpayment, as the case may be. If such audit discloses an overpayment of Management Fees for any fiscal year of more than the five (5%) percent of the Management Fees paid for such fiscal year, Property Manager shall bear the cost of such audit.

ARTICLE V.

INSURANCE AND INDEMNIFICATION

5.1    Insurance to be Carried. Property Manager shall obtain or cause the tenants pursuant to their Leases to obtain and keep in full force and effect insurance on the Property against such hazards as Owner and Property Manager shall deem appropriate, but in any event sufficient to comply with the Leases and the Financing Agreements shall be maintained. All liability policies shall provide sufficient insurance satisfactory to both Owner and Property Manager, and any applicable Financing Agreements, and shall contain waivers of subrogation for the benefit of Property Manager. In the event insurance is an obligation and responsibility of a tenant of a Property pursuant to a Lease, Property Manager shall endeavor to confirm that the policy obtained by the tenant provides the coverage required by the Lease and that the Owner is named as an additional insured.

5.2    Cooperation with Insurers. Property Manager shall cooperate with and provide reasonable access to the Properties and Improvements to representatives of insurance companies and insurance brokers or agents with respect to insurance which is in effect or for which application has been made. Property Manager shall use its best efforts to comply with, or cause tenants to comply with, all requirements of insurers.

5.3    Accidents and Claims. Property Manager shall promptly investigate and shall report in detail to Owner all accidents, claims for damage relating to the ownership, operation or

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maintenance of the Properties, and any damage or destruction to the Properties and the estimated costs of repair thereof, and shall prepare for approval by Owner all reports required by an insurance company in connection with any such accident, claim, damage, or destruction. Such reports shall be given to Owner promptly. Property Manager is authorized to settle any claim against an insurance company arising out of any policy and, in connection with such claim, to execute proofs of loss and adjustments of loss and to collect and receipt for loss proceeds.

5.4    Indemnification. Property Manager shall hold Owner harmless from and indemnify and defend Owner against any and all claims or liability for any injury or damage to any person or property whatsoever for which Property Manager is responsible occurring in, on, or about the Properties, including, without limitation, the Improvements when such injury or damage shall be caused by the negligence of Property Manager, its agents, servants, or employees, except to the extent that Owner recovers insurance proceeds with respect to such matter. Owner will indemnify and hold Property Manager harmless against all liability for injury to persons and damage to property caused by Owner’s negligence and which did not result from the negligence or misconduct of Property Manager, except to the extent Property Manager recovers insurance proceeds with respect to such matter.

ARTICLE VI.

TERM, TERMINATION OF AGREEMENT AND TERMINATION FEE

6.1    Term, Termination and Termination Fee. This Agreement shall be effective on the date first above set forth and shall continue in full force and effect until December 31, 2017 (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive five (5) year periods, unless the Owner or the Property Manager provides the other party with written notice of termination no fewer than ninety (90) days prior to the expiration of the then current term. In the event that the Corporation provides the Property Manager with timely written notice of termination prior to any renewal term or terminates this Agreement as provided in clause (c) below, the Owner shall pay to Property Manager a fee equal to three (3) times the Management Fee to which the Property Manager was entitled during the twelve-month period immediately preceding the date of such termination. Notwithstanding the foregoing, this Agreement may be terminated: (a) immediately by the Independent Directors of the Corporation for Cause without incurring an obligation of the Owner to pay to Property Manager the aforementioned fee; (b) upon six (6) months’ prior written notice by Property Manager; or (c) by the Independent Directors, with written notice to the Property Manager, within 30 days following a Change in Control. In the event of the termination of this Agreement, the Property Manager will cooperate with the Owner and take all reasonable steps requested to assist the Owner in making an orderly transition of the advisory function.

6.2    Property Manager’s Obligations after Termination. Upon the termination of this Agreement, Property Manager shall have the following duties:

(a)    Property Manager shall deposit all moneys collected for the account of Owner pursuant to this Agreement;

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(b)    deliver to Owner a full accounting, including a statement showing all payments collected by it and a statement of all moneys held by it, covering the period following the date of the last accounting furnished to Owner;

(c)    deliver to the Owner all property and documents of Owner then in the custody of the Property Manager; and

(d)    at Owner’s request, Property Manager shall transfer and assign to Owner, or its designee, all service contracts and personal property relating to or used in the operation and maintenance of the Properties, except personal property paid for and owned by Property Manager. Property Manager shall also, for a period of sixty (60) days immediately following the date of such termination, make itself available to consult with and advise Owner, or its designee, regarding the operation, maintenance and leasing of the Properties.

ARTICLE VII.

MISCELLANEOUS

7.1    Amendments. This Agreement shall not be changed, modified, terminated or discharged in whole or in part except by an instrument in writing signed by all parties hereto, or their respective successors or permitted assigns, or otherwise as provided herein

7.2    Assignment. Without derogating from Section 2.6 hereof, this Agreement may not be assigned by the Property Manager, except to an Affiliate of the Property Manager, or upon the consent of the Owner and the approval of a majority of the Independent Directors. Any assignee of the Property Manager shall be bound hereunder to the same extent as the Property Manager. This Agreement shall not be assigned by Owner without the written consent of the Property Manager, except to a corporation, association, trust or other organization which is a successor to such Owner. Such successor shall be bound hereunder to the same extent as such Owner. Notwithstanding anything to the contrary contained herein, the economic rights of the Property Manager hereunder, including the right to receive all compensation hereunder, may be sold, transferred or assigned by the Property Manager without the consent of the Owner

7.3    Notices. Any notice, report, consent or other communication required or permitted to be given hereunder shall be in writing, and shall be given by delivering such notice in person, by registered or certified United States mail, postage prepaid and return receipt requested, or by recognized overnight delivery service and shall be given when received at the following addresses of the parties hereto::

The Corporation :

Broadstone Net Lease, Inc.

140 Clinton Square

Rochester, NY 14604

Attention: Chief Executive Officer

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The Operating Company:

Broadstone Net Lease, LLC

140 Clinton Square

Rochester, NY 14604

Attention: Chief Executive Officer

The Property Manager:

Broadstone Real Estate, LLC

140 Clinton Square

Rochester, NY 14604

Attention: President

7.4     Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

7.5    No Waiver. Neither the failure nor any delay on the party of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrences. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

7.7    Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall together constitute one and the same instrument.

7.8    Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof.

7.9    Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York without regard to principles of choice of law other than the provisions of General Obligations Law Sections 5-1401 and 5-1402. The parties hereto consent to the jurisdiction of the courts of the State of New York and Federal courts located in Monroe County, New York, with respect to any matter related to this Agreement or any investment in the Shares and will not object to the laying of venue in Monroe County, New York.

7.10    Severability. If any provision of this Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable: (a) a suitable and equitable provision

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shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision, and (b) the remainder of this Agreement and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability.

7.11    Disputes. If there shall be a dispute between Owner and Property Manager relating to this Agreement resulting in litigation, the prevailing party in such litigation shall be entitled to recover from the other party to such litigation such amount as the court shall fix as reasonable attorneys’ fees.

7.12    Activities of Property Manager. The obligations of Property Manager pursuant to the terms and provisions of this Agreement shall not be construed to preclude Property Manager from engaging in other activities or business ventures, whether or not such other activities or ventures are in competition with the Owner or the business of Owner.

7.13    Independent Contractor. Property Manager and Owner shall not be construed as joint venturers or partners of each other pursuant to this Agreement, and neither shall have the power to bind or obligate the other except as set forth herein. In all respects, the status of Property Manager to Owner under this Agreement is that of an independent contractor.

7.14    Further Actions. The parties agree to execute any and all such other and further instruments and documents, and to take any and all such further actions reasonably required to effectuate this Agreement and the intent and purposes hereof.

[Signatures appear on next page]

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

OWNER:
BROADSTONE NET LEASE, INC.
By:	/s/ Amy L. Tait
	Name:	Amy L. Tait
	Title:	Chief Executive Officer
BROADSTONE NET LEASE, LLC
By:	Broadstone Net Lease, Inc.,
	Its Managing Member
By:	/s/ Amy L. Tait
	Name:	Amy L. Tait
	Title:	Chief Executive Officer
PROPERTY MANAGER:
BROADSTONE REAL ESTATE, LLC
By:	/s/ Norman Leenhouts
	Name:	Norman Leenhouts
	Title:	Chairman

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EX-10.3

EXHIBIT 10.3

AMENDMENT #1 TO THE AMENDED AND RESTATED

ASSET MANAGEMENT AGREEMENT

This Amendment (this “Amendment”) is made and effective as of June 30, 2015, and is between BROADSTONE NET LEASE, INC. (the “Corporation”), a Maryland corporation, BROADSTONE NET LEASE, LLC (the “Operating Company”), a New York limited liability company, and BROADSTONE ASSET MANAGEMENT, LLC (the “Asset Manager”), a New York limited liability company. This Amendment amends the Amended and Restated Asset Management Agreement (the “Agreement”), dated February 8, 2013, between the Corporation, the Operating Company and the Asset Manager.

In consideration of the Agreement, the agreements set forth in this Amendment, and other good and valuable consideration the receipt and sufficiency of which are hereby agreed upon, the parties hereto agree as follows:

1. Capitalized terms not defined herein have the meanings assigned to them in the Agreement.

2. Section 1(h) of the Agreement shall be deleted in its entirety and replaced by the following:

(h)    “Change in Control” means the failure of the Sponsors, the Sponsors’ Affiliates, Trident BRE, LLC (“Trident BRE”), a Delaware limited liability company, Affiliates of Trident BRE and employees of Broadstone Real Estate, LLC (“BRE”), a New York limited liability company and the parent of the Asset Manager, who are members of BRE, to collectively own, directly or indirectly, fifty percent (50%) or more of the outstanding membership interests of BRE.

3. Section 1(bb) of the Agreement shall be deleted in its entirety and replaced by the following:

(bb)    “Sponsors” means Amy L. Tait and Broadstone Ventures, LLC, a New York limited liability company.

4. Section 2(f) of the Agreement shall be deleted in its entirety and replaced by the following:

(f)     perform due diligence functions for all property acquisitions and dispositions and select and supervise all third parties necessary to assess the physical condition and other characteristics of a property, including without limitation, survey companies, title examiners, attorneys, engineers, and environmental consultants, subject to any required Board review of such acquisitions;

5. A new Section 2(t) shall be added to the Agreement and the existing Section 2(t) redesignated as Section 2(u) and new Section 2(t) shall read in its entirety as follows:

(t)    coordinate the initial leasing of any real properties owned by the Operating Company or any Special Purpose Entity, as applicable, at the time of acquisition to the extent such acquired property is not then subject to a lease and negotiate and use its best efforts to secure executed leases from qualified tenants, and to execute same on behalf of the Operating Company and any Special Purpose Entity, as applicable, if requested, such leases to be in form and on terms approved by the Operating Company or any Special Purpose Entity, as applicable, and the Asset Manager, and hire all leasing agents, as necessary for the initial leasing of such acquired properties, and to otherwise oversee and manage the initial leasing process on behalf of the Operating Company and any Special Purpose Entity, as applicable; and

1

6. New Section 10(f) shall be added to the Agreement as follows:

(f)    In exchange for acquisition services rendered, upon the acquisition of a new property on behalf of the Operating Company, the Asset Manager will receive an acquisition fee (the “Acquisition Fee”) equal to one percent (1%) of the gross purchase price paid for such acquired property, including any property contributed by a prior owner of such acquired property in exchange for membership interests in the Operating Company at the agreed upon market value; provided, however, in the event that the acquisition of a new property requires a new lease (as opposed to taking an assignment of an existing lease), such as in the case of a “sale-leaseback” transaction, the Asset Manager will receive an Acquisition Fee equal to two percent (2%) of the gross purchase price paid for such acquired property.

7. New Section 10(g) shall be added to the Agreement as follows:

(g)    In exchange for disposition services rendered, upon the sale of any real property owned by the Operating Company or any Special Purpose Entity, as applicable, the Asset Manager will receive a disposition fee equal to one percent (1%) of the gross purchase price paid for any such disposed property.

8. Section 13(b) of the Agreement shall be deleted in its entirety and replaced with the following:

(b)    The Asset Manager will use its best efforts to present suitable investments to the Fund consistent with the Investment Policy. If the Asset Manager or any of its Affiliates is presented with a potential investment in a property which might be made by more than one investment entity which the Asset Manager or any of its Affiliates advises or manages, the investment will first be offered to the Operating Company for acquisition, provided the Fund has adequate funds for the investment. The obligation of the Asset Manager to present any investment opportunity to the Fund as provided in this Section 13(b) shall terminate on the date a notice of termination is given as provided in Section 14(a).

9. Section 14(a) of the Agreement shall be deleted and replaced in its entirety by the following:

(a)    Term, Termination and Termination Fee. This Agreement shall be effective on the date first above set forth and shall continue in full force and effect until December 31, 2017 (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive one (1) year periods, unless commencing on January 1, 2018, the Corporation provides the Asset Manager with written notice of termination not less than one (1) year prior to January 1 of any year of a renewal term, to be effective as of such January 1. In the event that the Corporation provides the Asset Manager with written notice of termination as provided in the immediately preceding sentence, or terminates this Agreement as provided in clause (iii) below, on the date that the Agreement terminates, the Operating Company shall pay to Asset Manager a fee equal to three (3) times the Asset Management Fee to which the Asset Manager was entitled during the twelve-month period immediately preceding the date of such termination. Notwithstanding the foregoing, this Agreement may be terminated: (i) immediately by the Independent Directors of the Corporation for Cause without incurring an obligation of the Operating Company to pay to Asset Manager the aforementioned fee; (ii) upon one (1) year’s prior written notice given at any time by Asset Manager; or (iii) by the Independent Directors, with written notice to the Asset Manager, within 30 days following a Change in Control. In the event of the termination of this Agreement, the Asset Manager will cooperate with the Operating Company and take all reasonable steps requested to assist the Fund in making an orderly transition of the advisory function.

2

10. Except as specifically amended hereby, all other provisions of the Agreement are hereby reaffirmed and remain in full force and effect as written.

11. Each of the parties hereto represents to the others that the execution, delivery and performance of this Amendment has been duly authorized by all necessary action on the part of such party including, without limitation, its board of directors or managers and, if applicable, members.

12. This Amendment constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and may not be amended or waived except as set forth in writing.

13. This Amendment may be executed in one or more counterparts, each of which will be deemed an original, and all of which together constitute one and the same Amendment, notwithstanding that each party hereto has not executed the same counterpart. A facsimile or electronic copy of this Amendment showing the signatures of each of the parties hereto, or, when taken together, multiple facsimile or electronic copies of this Amendment showing the signatures of each of the parties hereto, respectively, where such signatures do not appear on the same copy, will constitute an original copy of this Amendment requiring no further execution.

[Signature page follows.]

3

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

OPERATING COMPANY:
BROADSTONE NET LEASE, INC.
By:	/s/ Amy L. Tait
Name:	Amy L. Tait
Title:	Chief Executive Officer
BROADSTONE NET LEASE, LLC
By:	Broadstone Net Lease, Inc.,
Its Managing Member
By:	/s/ Amy L. Tait
Name:	Amy L. Tait
Title:	Chief Executive Officer
ASSET MANAGER:
BROADSTONE ASSET MANAGEMENT, LLC
By:	/s/ Amy L. Tait
Name:	Amy L. Tait
Title:	Chief Executive Officer

[Signature Page to Amendment #1 to Amended and Restated Asset Management Agreement]

EX-10.4

EXHIBIT 10.4

AMENDMENT #1 TO THE SECOND AMENDED AND RESTATED

PROPERTY MANAGEMENT AGREEMENT

This Amendment (this “Amendment”) is made and effective as of June 30, 2015, and is between BROADSTONE NET LEASE, INC. (the “Corporation”), a Maryland corporation, BROADSTONE NET LEASE, LLC (the “Operating Company”), a New York limited liability company, and BROADSTONE REAL ESTATE, LLC (the “Property Manager”), a New York limited liability company. This Amendment amends the Second Amended and Restated Property Management Agreement (the “Agreement”), dated as of December 31, 2007, between the Corporation and the Operating Company, and the Property Manager.

In consideration of the Agreement, the agreements set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby agreed upon, the parties hereto agree as follows:

1. Capitalized terms not defined herein have the meanings assigned to them in the Agreement.

2. Section 1.3 of the Agreement shall be deleted in its entirety and replaced by the following:

1.3    Intentionally omitted.

3. Section 1.6 of the Agreement shall be deleted in its entirety and replaced by the following:

1.6    “Change in Control” means the failure of the Sponsors, the Sponsors’ Affiliates, Trident BRE, LLC (“Trident BRE”), a Delaware limited liability company, Affiliates of Trident BRE and employees of the Property Manager who are members of the Property Manager, to collectively own, directly or indirectly, fifty percent (50%) or more of the outstanding membership interests of the Property Manager.

4. Section 1.19 of the Agreement shall be deleted in its entirety and replaced by the following:

1.19    “Sponsors” means Amy L. Tait and Broadstone Ventures, LLC, a New York limited liability company.

5. Section 2.3(c) of the Agreement shall be deleted in its entirety and replaced with the following:

(c)    Re-Leasing Functions. Property Manager shall coordinate the re-leasing of the Properties at the end of the existing term or otherwise as needed and shall negotiate and use its best efforts to secure executed Leases from qualified tenants, and to execute same on behalf of Owner, if requested, for available space in the Properties, such Leases to be in form and on terms approved by Owner and Property Manager, and to bring about complete re-leasing of the Properties. Property Manager shall be responsible for the hiring of all leasing agents, as necessary for the re-leasing of the Properties, and to otherwise oversee and manage the re-leasing process on behalf of the Owner.

6. Section 2.3(d) of the Agreement shall be deleted and replaced in its entirety by the following:

(d)     Intentionally Omitted.

7. Sections 4.1(b) and (d) of the Agreement shall be deleted and replaced in its entirety by the following:

(b)    Intentionally Omitted.

(d)     Intentionally Omitted.

8. Section 6.1 of the Agreement shall be deleted and replaced in its entirety by the following:

6.1    Term, Termination and Termination Fee. This Agreement shall be effective on the date first above set forth and shall continue in full force and effect until December 31, 2017 (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive one (1) year periods, unless commencing on January 1, 2018, the Corporation provides the Property Manager with written notice of termination not less than one (1) year prior to January 1 of any year of a renewal term to be effective as of such January 1. In the event that the Corporation provides the Property Manager with written notice of termination as provided in the immediately preceding sentence, or terminates this Agreement as provided in clause (iii) below, on the date that the Agreement terminates, the Operating Company shall pay to Property Manager a fee equal to three (3) times the Management Fee to which the Property Manager was entitled during the twelve-month period immediately preceding the date of such termination. Notwithstanding the foregoing, this Agreement may be terminated: (i) immediately by the Independent Directors of the Corporation for Cause without incurring an obligation of the Operating Company to pay to Property Manager the aforementioned fee; (ii) upon one (1) year’s prior written notice given at any time by Property Manager; or (iii) by the Independent Directors, with written notice to the Property Manager, within 30 days following a Change in Control. In the event of the termination of this Agreement, the Property Manager will cooperate with the Operating Company and take all reasonable steps requested to assist the Owner in making an orderly transition of the property management function.

9. Except as specifically amended hereby, all other provisions of the Agreement are hereby reaffirmed and remain in full force and effect as written.

10. Each of the parties hereto represents to the others that the execution, delivery and performance of this Amendment has been duly authorized by all necessary action on the part of such party including, without limitation, its board of directors or managers and, if applicable, members.

11. This Amendment constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and may not be amended or waived except as set forth in writing.

12. This Amendment may be executed in one or more counterparts, each of which will be deemed an original, and all of which together constitute one and the same Amendment, notwithstanding that each party hereto has not executed the same counterpart. A facsimile or electronic copy of this Amendment showing the signatures of each of the parties hereto, or, when taken together, multiple facsimile or electronic copies of this Amendment showing the signatures of each of the parties hereto, respectively, where such signatures do not appear on the same copy, will constitute an original copy of this Amendment requiring no further execution.

[Signature page follows.]

2

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

OWNER:
BROADSTONE NET LEASE, INC.
By:	/s/ Amy L. Tait
Name:	Amy L. Tait
Title:	Chief Executive Officer
BROADSTONE NET LEASE, LLC
By:	Broadstone Net Lease, Inc.,
Its Managing Member
By:	/s/ Amy L. Tait
Name:	Amy L. Tait
Title:	Chief Executive Officer
PROPERTY MANAGER:
BROADSTONE REAL ESTATE, LLC
By:	/s/ Amy L. Tait
Name:	Amy L. Tait
Title:	Chief Executive Officer

[Signature Page to Amendment #1 to Second Amended and Restated Property Management Agreement]

EX-10.5

EXHIBIT 10.5

EXECUTION COPY

CREDIT AGREEMENT

Dated as of October 2, 2012

by and among

BROADSTONE NET LEASE, LLC,

as Borrower,

BROADSTONE NET LEASE, INC.

as Parent,

THE FINANCIAL INSTITUTIONS PARTY HERETO

AND THEIR ASSIGNEES UNDER SECTION 13.6.,

as Lenders,

REGIONS BANK,

as Syndication Agent,

BANK OF AMERICA, N.A.

and

BMO CAPITAL MARKETS,

as Co-Documentation Agents,

and

MANUFACTURERS AND TRADERS TRUST COMPANY,

as Administrative Agent

MANUFACTURERS AND TRADERS TRUST COMPANY

AND

REGIONS CAPITAL MARKETS,

as Joint Lead Arrangers,

and

MANUFACTURERS AND TRADERS TRUST COMPANY

as sole Bookrunner

TABLE OF CONTENTS

Article I. Definitions		1
Section 1.1.	Definitions	1
Section 1.2.	General; References to Eastern Time	27
Section 1.3.	Financial Attributes of Non-Wholly Owned Subsidiaries	27
Article II. Credit Facility		28
Section 2.1.	Revolving Loans	28
Section 2.2.	Term Loans	29
Section 2.3.	Letters of Credit	29
Section 2.4.	Rates and Payment of Interest on Loans	33
Section 2.5.	Number of Interest Periods	34
Section 2.6.	Repayment of Loans	34
Section 2.7.	Prepayments	34
Section 2.8.	Continuation	35
Section 2.9.	Conversion	36
Section 2.10.	Notes	36
Section 2.11.	Voluntary Reductions of the Revolving Commitment	37
Section 2.12.	Extension of Termination Date	37
Section 2.13.	Amount Limitations	37
Section 2.14.	Increase in Revolving Commitments	38
Article III. Payments, Fees and Other General Provisions		39
Section 3.1.	Payments	39
Section 3.2.	Pro Rata Treatment	40
Section 3.3.	Sharing of Payments, Etc.	40
Section 3.4.	Several Obligations	41
Section 3.5.	Fees	41
Section 3.6.	Computations	42
Section 3.7.	Usury	42
Section 3.8.	Statements of Account	43
Section 3.9.	Defaulting Lenders	43
Section 3.10.	Taxes; Foreign Lenders	46
Article IV. Borrowing Base Properties		48
Section 4.1.	Eligibility of Properties	48
Section 4.2.	Release of Properties	50
Section 4.3.	Frequency of Calculations of Borrowing Base	50
Article V. Yield Protection, Etc		51
Section 5.1.	Additional Costs; Capital Adequacy	51
Section 5.2.	Suspension of LIBOR Loans	52
Section 5.3.	Illegality	53
Section 5.4.	Compensation	53
Section 5.5.	Treatment of Affected Loans	54
Section 5.6.	Affected Lenders	54
Section 5.7.	Change of Lending Office	55
Section 5.8.	Assumptions Concerning Funding of LIBOR Loans	55
Article VI. Conditions Precedent		55
Section 6.1.	Initial Conditions Precedent	55
Section 6.2.	Conditions Precedent to All Credit Events	57

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Article VII. Representations and Warranties		58
Section 7.1.	Representations and Warranties	58
Section 7.2.	Survival of Representations and Warranties, Etc.	64
Article VIII. Affirmative Covenants		65
Section 8.1.	Preservation of Existence and Similar Matters	65
Section 8.2.	Compliance with Applicable Law	65
Section 8.3.	Maintenance of Property	65
Section 8.4.	Conduct of Business	65
Section 8.5.	Insurance	65
Section 8.6.	Payment of Taxes and Claims	66
Section 8.7.	Books and Records; Inspections	66
Section 8.8.	Use of Proceeds	66
Section 8.9.	Environmental Matters	66
Section 8.10.	Further Assurances	67
Section 8.11.	Material Contracts	67
Section 8.12.	Additional Guarantors	67
Section 8.13.	REIT Status	68
Article IX. Information		68
Section 9.1.	Quarterly Financial Statements	68
Section 9.2.	Year-End Statements	68
Section 9.3.	Compliance Certificate	69
Section 9.4.	Other Information	69
Section 9.5.	Electronic Delivery of Certain Information	71
Section 9.6.	USA Patriot Act Notice; Compliance	72
Article X. Negative Covenants		72
Section 10.1.	Financial Covenants	72
Section 10.2.	Negative Pledge	74
Section 10.3.	Restrictions on Intercompany Transfers	74
Section 10.4.	Merger, Consolidation, Sales of Assets and Other Arrangements	75
Section 10.5.	Plans	75
Section 10.6.	Fiscal Year	75
Section 10.7.	Modifications of Organizational Documents and Material Contracts	76
Section 10.8.	Transactions with Affiliates	76
Section 10.9.	Environmental Matters	76
Section 10.10.	Derivatives Contracts	76
Article XI. Default		77
Section 11.1.	Events of Default	77
Section 11.2.	Remedies Upon Event of Default	80
Section 11.3.	Remedies Upon Default	81
Section 11.4.	Marshaling; Payments Set Aside	81
Section 11.5.	Allocation of Proceeds	81
Section 11.6.	Letter of Credit Collateral Account	82
Section 11.7.	Performance by Administrative Agent	83
Section 11.8.	Rights Cumulative	83
Article XII. The Administrative Agent		84
Section 12.1.	Appointment and Authorization	84
Section 12.2.	M&T as Lender	85
Section 12.3.	Reserved	85

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Section 12.4.	Notice of Events of Default	85
Section 12.5.	Administrative Agent’s Reliance	85
Section 12.6.	Indemnification of Administrative Agent	86
Section 12.7.	Lender Credit Decision, Etc.	87
Section 12.8.	Successor Administrative Agent	88
Article XIII. Miscellaneous		88
Section 13.1.	Notices	88
Section 13.2.	Expenses	89
Section 13.3.	Stamp, Intangible and Recording Taxes	90
Section 13.4.	Setoff	90
Section 13.5.	Litigation; Jurisdiction; Other Matters; Waivers	91
Section 13.6.	Successors and Assigns	92
Section 13.7.	Amendments and Waivers	96
Section 13.8.	Nonliability of Administrative Agent and Lenders	98
Section 13.9.	Confidentiality	98
Section 13.10.	Indemnification	99
Section 13.11.	Termination; Survival	101
Section 13.12.	Severability of Provisions	101
Section 13.13.	GOVERNING LAW	101
Section 13.14.	Counterparts	101
Section 13.15.	Obligations with Respect to Loan Parties and Subsidiaries	102
Section 13.16.	Independence of Covenants	102
Section 13.17.	Limitation of Liability	102
Section 13.18.	Entire Agreement	102
Section 13.19.	Construction	102
Section 13.20.	Headings	103

SCHEDULE I	Commitments
SCHEDULE 1.1.	List of Loan Parties
SCHEDULE 4.1.	Initial Borrowing Base Properties and Unencumbered Mortgage Receivables
SCHEDULE 7.1.(b)	Ownership Structure
SCHEDULE 7.1.(f)	Properties
SCHEDULE 7.1.(g)	Indebtedness and Guaranties
SCHEDULE 7.1.(h)	Material Contracts
SCHEDULE 7.1.(i)	Litigation
SCHEDULE 7.1.(r)	Affiliate Transactions
EXHIBIT A	Form of Assignment and Assumption Agreement
EXHIBIT B	Form of Borrowing Base Certificate
EXHIBIT C	Form of Guaranty
EXHIBIT D	Form of Notice of Continuation
EXHIBIT E	Form of Notice of Conversion
EXHIBIT F-1	Form of Revolving Note
EXHIBIT F-2	Form of Term Note
EXHIBIT G	Form of Compliance Certificate
EXHIBIT H	Form of Notice of Revolving Loans Borrowing
EXHIBIT I	Form of Notice of Term Loans Borrowing

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THIS CREDIT AGREEMENT (this “Agreement”) dated as of October 2, 2012 by and among BROADSTONE NET LEASE, LLC, a limited liability company formed under the laws of the State of New York (the “Borrower”), BROADSTONE NET LEASE, INC., a corporation formed under the laws of the State of Maryland (the “Parent”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6. (the “Lenders”), MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent (together with its successors and assigns, the “Administrative Agent”), REGIONS BANK, as Syndication Agent (the “Syndication Agent”), and BANK OF AMERICA, N.A. and BMO CAPITAL MARKETS, as co-Documentation Agents (the “Documentation Agents”) with MANUFACTURERS AND TRADERS TRUST COMPANY and REGIONS CAPITAL MARKETS, as Joint Lead Arrangers (in such capacities, the “Joint Lead Arrangers”) and MANUFACTURERS AND TRADERS TRUST COMPANY, as sole Bookrunner (in such capacity, the “Bookrunner”).

WHEREAS, the Lenders desire to make available to the Borrower a credit facility in an initial amount of $200,000,000, which will include a $100,000,000 term loan facility and a $100,000,000 revolving credit facility with a $20,000,000 letter of credit subfacility, on the terms and conditions contained herein.

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

ARTICLE I. DEFINITIONS

Section 1.1. Definitions.

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

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

“Additional Costs” has the meaning given that term in Section 5.1. (b).

“Adjusted EBITDA” means, for any given period, (a) EBITDA of the Parent and its Subsidiaries determined on a consolidated basis for such period, minus (b) Reserves for Replacements in respect of Properties that are subject to a Tenant Lease that is not a Triple Net Lease.

“Adjusted LIBOR” means, with respect to each Interest Period for a LIBOR Loan, the rate per annum obtained by dividing (a) LIBOR for such Interest Period, by (b) an amount equal to (i) one, minus (ii) the Applicable Reserve Requirement.

“Administrative Agent” means Manufacturers and Traders Trust Company, as contractual representative of the Lenders under this Agreement, or any successor Administrative Agent appointed pursuant to Section 12.8.

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

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. In no event shall the Administrative Agent or any Lender be deemed to be an Affiliate of the Borrower.

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

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

Level	Facility Fee
1	0.250%
2	0.250%
3	0.350%
4	0.350%

Any change in the applicable Level at which the Applicable Margin is determined shall result in a corresponding and simultaneous change in the Applicable Facility Fee. The provisions of this definition shall be subject to Section 2.4.(c).

“Applicable Law” means all applicable international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, executive orders, and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Applicable Margin” means the percentage rate set forth below corresponding to the ratio of Total Outstanding Indebtedness to Total Market Value as determined in accordance with Section 10.1.(a):

Level	Ratio of Total Outstanding Indebtedness to Total Market Value	Applicable Margin for LIBOR Loans	Applicable Margin for all Base Rate Loans
1	Less than or equal to 0.45 to 1.00	2.000%	0.500%
2	Greater than 0.45 to 1.00 but less than or equal to 0.50 to 1.00	2.250%	0.750%
3	Greater than 0.50 to 1.00 but less than or equal to 0.55 to 1.00	2.500%	1.000%
4	Greater than 0.55 to 1.00	2.750%	1.250%

The Applicable Margin for Loans shall be determined by the Administrative Agent from time to time, based on the ratio of Total Outstanding Indebtedness to Total Market Value as set forth in the Compliance Certificate most recently delivered by the Borrower pursuant to Section 9.3. Any adjustment to the Applicable Margin shall be effective as of the first day of the calendar month immediately following the month during which the Borrower delivers to the Administrative Agent the applicable Compliance Certificate pursuant to Section 9.3. If the Borrower fails to deliver a Compliance Certificate pursuant to

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Section 9.3., the Applicable Margin shall equal the percentages corresponding to Level 4 until the first day of the calendar month immediately following the month that the required Compliance Certificate is delivered. Subject to the immediately preceding sentence, for the period from the Effective Date through but excluding the first day of the calendar month immediately following the month during which the Borrower delivers to the Administrative Agent the applicable Compliance Certificate pursuant to Section 9.3., the Applicable Margin shall be determined based on Level 1. Thereafter, such Applicable Margin shall be adjusted from time to time as set forth in this definition. The provisions of this definition shall be subject to Section 2.4.(c).

“Applicable Mortgage Constant” means the mortgage constant for a 30-year loan bearing interest at a per annum rate equal to the greater of (a) the yield on a 10-year United States Treasury Note (as determined by the Administrative Agent) plus 2.50% and (b) 6.75%.

“Applicable Reserve Requirement” means, at any time, for any LIBOR Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors of the Federal Reserve System or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves that the Board of Governors of the Federal Reserve System or other applicable regulator require to be maintained by such member banks with respect to (a) any category of liabilities which includes deposits by reference to which Adjusted LIBOR or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include LIBOR Loans. A LIBOR Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on LIBOR Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

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

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

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

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate in effect for such day plus 1/2 of 1%, (b) the Prime Rate in effect for such day and (c) Adjusted LIBOR on such day for an Interest Period of one (1) month plus 1.50% (or, if such day is not a Business Day, the immediately preceding Business Day). If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable, after due inquiry, to ascertain the Federal Funds Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, the Base Rate shall be determined without regard to clause (a) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Base Rate due to a change in Federal Funds Rate or the Prime Rate shall be effective on the effective date of such change in the Federal Funds Rate or the Prime Rate, respectively.

“Base Rate Loan” means a Loan (or any portion thereof) bearing interest at a rate based on the Base Rate.

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

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

“Borrower Information” has the meaning given that term in Section 2.4.(c).

“Borrowing Base” means, at any time of determination, 57.5 % of the sum of (i) the aggregate amount of the Unencumbered Eligible Property Values for all Borrowing Base Properties at such time plus (ii) the amount of Unencumbered Mortgage Receivables plus (iii) the amount of Unencumbered Cash; provided, however, that:

(a)    to the extent the amount of the Borrowing Base attributable to Borrowing Base Properties leased to a single tenant or a single group of affiliated tenants would exceed the applicable Tenant Percentage Limitation of the Borrowing Base, such excess shall be excluded;

(b)    to the extent the amount of the Borrowing Base attributable to Borrowing Base Properties located in the same Metropolitan Statistical Area would exceed the applicable Geographical Percentage Limitation of the Borrowing Base, such excess shall be excluded;

(c)    to the extent the amount of the Borrowing Base attributable to Borrowing Base Properties located in the same State or in the District of Columbia would exceed the applicable Geographical Percentage Limitation of the Borrowing Base, such excess shall be excluded;

(d)    to the extent the amount of the Borrowing Base attributable to Borrowing Base Properties that are used for the same use as convenience stores, restaurants, medical offices, retail, industrial or specialty office would exceed 50.0% of the Borrowing Base, such excess shall be excluded;

(e)    to the extent the amount of the Borrowing Base attributable to Borrowing Base Properties that are unoccupied would exceed 5.0% of the Borrowing Base, such excess shall be excluded;

(f)    in the case of an Unencumbered Mortgage Receivable, if the amount of Indebtedness secured by the Lien securing such Unencumbered Mortgage Receivable exceeds 65.0% of the Value of the property encumbered by such Lien, then the amount of the Borrowing Base attributable to such Unencumbered Mortgage Receivable shall be limited to 65.0% of the Value of such property; for purposes of this clause (f), the term “Value” means, with respect to a property encumbered by a Lien securing an Unencumbered Mortgage Receivable, the lesser of (i) the appraised value of such property or (ii) the Net Operating Income of such property for the period of four consecutive fiscal quarters most recently ended (or such shorter period as may be reasonably acceptable to the Administrative Agent) divided by the Capitalization Rate; and

(g)    to the extent the amount of the Borrowing Base attributable to either Unencumbered Mortgage Receivables or Unencumbered Cash would exceed 10% of the Borrowing Base, such excess shall be excluded.

“Borrowing Base Asset” means a Borrowing Base Property, an Unencumbered Mortgage Receivable or Unencumbered Cash.

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“Borrowing Base Certificate” means a report in substantially the form of Exhibit B, certified by a Financial Officer of the Parent, setting forth the calculations required to establish the Unencumbered Eligible Property Value for each Borrowing Base Property and the Maximum Availability, and the amount of Unencumbered Mortgage Receivables and Unencumbered Cash, all as of a specified date, all in form and detail reasonably satisfactory to the Administrative Agent.

“Borrowing Base Property” means a Property owned by the Borrower or a Guarantor that is to be included in calculations of the Borrowing Base and the Net Operating Income of which is to be included in calculations of Unencumbered Eligible Property Value, pursuant to Section 4.1.; provided that, a Property shall not be included as a Borrowing Base Property if any Tenant Lease in respect of such Property shall cause the weighted average remaining term of all Tenant Leases in respect of all Borrowing Base Properties (weighted by Net Operating Income for the fiscal quarter most recently ended) to be less than 8 years. If at any time (i) a Property included as a Borrowing Base Property under Section 4.1(a) or (b) ceases to be an Eligible Property, (ii) a Property included as a Borrowing Base Property under Section 4.1(c) ceases to be an Eligible Property for any reason other than the Nonconforming Features (to the same extent and in the same manner (other than immaterial deviations therefrom) as such Nonconforming Features existed at the time of approval of such Property pursuant to Section 4.1(c)), or (iii) a Tenant Lease on such Property would cause the weighted average remaining term of all Tenant Leases in respect of all Borrowing Base Properties (weighted by Net Operating Income for the fiscal quarter most recently ended) to be less than 8 years, then such Property shall be excluded from determinations of the Borrowing Base and all Net Operating Income from such Property shall be excluded from calculations of Unencumbered Eligible Property Value.

“Business Day” means (a) a day of the week (but not a Saturday, Sunday or holiday) on which the offices of the Administrative Agent in Baltimore, Maryland are open to the public for carrying on substantially all of the Administrative Agent’s business functions, and (b) if such day relates to a LIBOR Loan, any such day that is also a day on which dealings in Dollars are carried on in the London interbank market. Unless specifically referenced in this Agreement as a Business Day, all references to “days” shall be to calendar days.

“Capitalization Rate” means 8.25%.

“Capitalized Lease Obligation” means obligations under a lease (to pay rent or other amounts under any lease or other arrangement conveying the right to use property) that are required to be capitalized for financial reporting purposes in accordance with GAAP. The amount of a Capitalized Lease Obligation is the capitalized amount of such obligation as would be required to be reflected on a balance sheet of the applicable Person prepared in accordance with GAAP as of the applicable date.

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

“Compliance Certificate” has the meaning given that term in Section 9.3.

“Consolidated Tangible Assets” means, at any time of determination, the total assets of the Parent and its Subsidiaries (excluding (i) any assets that would be classified as “intangible assets” under GAAP and (ii) depreciation and amortization) on a consolidated basis as of the end of the most recent fiscal quarter for which financial statements of the Parent are available, less all write-ups subsequent to the Effective Date in the book value of any asset.

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

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

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

“Credit Event” means any of the following: (a) the making (or deemed making pursuant to Section 2.3.(e) of any Loan, (b) the Conversion of a Base Rate Loan into a LIBOR Loan, (c) the Continuation of a LIBOR Loan and (d) the issuance of a Letter of Credit or the amendment of a Letter of Credit that extends the maturity, or increases the Stated Amount, of such Letter of Credit.

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

“Default” means any of the events specified in Section 11.1., whether or not there has been satisfied any requirement for the giving of notice, the lapse of time, or both.

“Defaulting Lender” means, subject to Section 3.9.(f), any Lender that (a) has failed to (i) fund all or any portion of a Loan to be made by it within 2 Business Days of the date such Loan was required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Bank or any Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within 2 Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or the Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund its Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within 3 Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such

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Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.9.(f)) upon delivery of written notice of such determination to the Borrower, the Issuing Bank and each Lender.

“Derivatives Contract” means (a) any transaction (including any master agreement, confirmation or other agreement with respect to any such transaction) now existing or hereafter entered into by the Borrower or any of its Subsidiaries (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) above that is currently, or in the future becomes, recurrently entered into in the financial markets (including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made, and (b) any combination of these transactions.

“Derivatives Termination Value” means, in respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement or provision relating thereto, (a) for any date on or after the date such Derivatives Contracts have been terminated or closed out, the termination amount or value determined in accordance therewith, and (b) for any date prior to the date such Derivatives Contracts have been terminated or closed out, the then-current mark-to-market value for such Derivatives Contracts, determined based upon one or more mid-market quotations or estimates provided by any recognized dealer in Derivatives Contracts (which may include the Administrative Agent, any Lender, or any Affiliate of any of them).

“Development Property” means a Property currently under development that has not achieved an Occupancy Rate of 80.0% or more or, subject to the last sentence of this definition, on which the improvements (other than tenant improvements on unoccupied space) related to the development have not been completed. The term “Development Property” shall include real property of the type described in the immediately preceding sentence that satisfies both of the following conditions: (i) it is to be (but has not yet been) acquired by the Borrower, any Subsidiary or any Unconsolidated Affiliate upon completion of construction pursuant to a contract in which the seller of such real property is required to develop or renovate prior to, and as a condition precedent to, such acquisition and (ii) a third party is developing such property using the proceeds of a loan that is Guaranteed by, or is otherwise recourse to, the Borrower, any Subsidiary or any Unconsolidated Affiliate. A Development Property on which all improvements (other than tenant improvements on unoccupied space) related to the development of such Property have been completed for at least 12 months shall cease to constitute a Development Property notwithstanding the fact that such Property has not achieved an Occupancy Rate of at least 80.0%.

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

“EBITDA” means, with respect to a Person for any period and without duplication, the sum of (a) net income (loss) of such Person for such period determined on a consolidated basis excluding the

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following (but only to the extent included in determining net income (loss) for such period): (i) depreciation and amortization; (ii) Interest Expense; (iii) income tax expense and franchise tax expense; (iv) extraordinary or nonrecurring items, including without limitation, gains and losses from the sale of operating Properties (but not from the sale of Properties developed for the purpose of sale); (v) equity in net income (loss) of its Unconsolidated Affiliates; and (vi) non-cash expenses related to mark to market exposure under Derivatives Contracts; plus (b) such Person’s Ownership Share of EBITDA of its Unconsolidated Affiliates. EBITDA shall be adjusted to remove any impact from straight line rent leveling adjustments required under GAAP and amortization of intangibles pursuant to FASB ASC 805. For purposes of this definition, nonrecurring items shall be deemed to include (x) gains and losses on early extinguishment of Indebtedness, (y) non-cash severance and other non-cash restructuring charges and (z) transaction costs of acquisitions not permitted to be capitalized pursuant to GAAP.

“Effective Date” means the later of (a) the Agreement Date and (b) the date on which all of the conditions precedent set forth in Section 6.1. shall have been fulfilled or waived by all of the Lenders.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than a natural person) approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include (i) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (ii) any Defaulting Lender or any of its Subsidiaries, or any Person who upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii).

“Eligible Property” means a Property which satisfies all of the following requirements as confirmed by the Administrative Agent: (a) such Property is owned in fee simple, or leased under a Ground Lease, by the Borrower or a Wholly Owned Subsidiary of the Borrower; (b) such Property is located in a State of the contiguous United States of America, in the District of Columbia or in the States of Hawaii or Alaska; (c) regardless of whether such Property is owned by the Borrower or a Subsidiary of the Borrower, the Borrower has the right directly, or indirectly through a Subsidiary of the Borrower, to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on such Property as security for Indebtedness of the Borrower or such Subsidiary, as applicable, and (ii) to sell, transfer or otherwise dispose of such Property; (d) no tenant of such Property is (i) subject to any proceeding under Debtor Relief Laws or (ii) more than 60 days past due on any rental obligation to the Borrower or any of its Subsidiaries in respect of such Property; (e) all Tenant Leases in respect of such Property are Triple Net Leases; (f) such Property is not a Development Property and has been developed for office, including medical office, retail or industrial use; (g) neither such Property, nor if such Property is owned by a Wholly Owned Subsidiary of the Borrower, any of the Borrower’s direct or indirect ownership interest in such Wholly Owned Subsidiary, is subject to (i) any Lien other than Permitted Liens or (ii) any Negative Pledge not permitted under Section 10.2.(a)(ii); and (h) such Property is free of all structural defects, title defects, environmental conditions or other adverse matters except for defects, conditions or matters which are not individually or collectively material to the profitable operation of such Property.

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

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

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

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

“ERISA Event” means, with respect to the ERISA Group, (a) any “reportable event” as defined in Section 4043 of ERISA with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the withdrawal of a member of the ERISA Group from a Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the incurrence by a member of the ERISA Group of any liability with respect to the withdrawal or partial withdrawal from any Multiemployer Plan; (d) the incurrence by any member of the ERISA Group of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (e) the institution of proceedings to terminate a Plan or Multiemployer Plan by the PBGC; (f) the failure by any member of the ERISA Group to make when due required contributions to a Multiemployer Plan or Plan unless such failure is cured within 30 days or the filing pursuant to Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard; (g) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan or the imposition of liability under Section 4069 or 4212(c) of ERISA; (h) the receipt by any member of the ERISA Group of any notice or the receipt by any Multiemployer Plan from any member of the ERISA Group of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of ERISA), in reorganization (within the meaning of Section 4241 of ERISA), or in “critical” status (within the meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA); (i) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any member of the ERISA Group or the imposition of any Lien in favor of the PBGC under Title IV of ERISA; or (j) a determination that a Plan is, or is reasonably expected to be, in “at risk” status (within the meaning of Section 430 of the Internal Revenue Code or Section 303 of ERISA).

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

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“Event of Default” means any of the events specified in Section 11.1., provided that any requirement for notice or lapse of time or any other condition has been satisfied.

“Excluded Subsidiary” means any Subsidiary (a) holding title to assets that are or are to become collateral for any Secured Indebtedness that is Nonrecourse Indebtedness of such Subsidiary and (b) that is prohibited from Guarantying the Indebtedness of any other Person pursuant to (i) any document, instrument, or agreement evidencing such Secured Indebtedness or (ii) a provision of such Subsidiary’s organizational documents which provision was included in such Subsidiary’s organizational documents as a condition to the extension of such Secured Indebtedness.

“Existing Credit Agreements” means (i) that certain Revolving Line Note, dated May 17, 2012, by and between Borrower and M&T, as lender, (ii) that certain Term Loan Agreement dated September 29, 2011, by and among the Parent, the Borrower, the financial institutions party thereto, and Regions Bank, as the administrative agent; (iii) that certain Promissory Note dated November 16, 2007 in favor of RBS Citizens, N.A., in the initial principal amount of $1,700,000; and (iv) that certain Master Loan Agreement, dated November 18, 2008, by and between certain Subsidiaries of Borrower and M&T, as lender.

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

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

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

“Fees” means the fees and commissions provided for or referred to in Section 3.5. and any other fees payable by the Borrower hereunder or under any other Loan Document.

“Financial Officer” means with respect to the Parent, the Borrower or any Subsidiary, the chief executive officer, the chief financial officer, the chief operating officer, and the vice president of capital markets of the Parent, the Borrower or such Subsidiary.

“Fixed Charges” means, with respect to a Person and for a given period, the sum, without duplication, of (a) the Interest Expense of such Person for such period, plus (b) the aggregate of all scheduled principal payments on Indebtedness made by such Person (including the Ownership Shares of such payments made by any Unconsolidated Affiliate of such Person) during such period (excluding balloon, bullet or similar payments of principal due upon the stated maturity of Indebtedness), plus (c) the aggregate of all Preferred Dividends paid or accrued by such Person (including the Ownership Share of such dividends paid or accrued by any Unconsolidated Affiliate of such Person) on any Preferred Equity during such period.

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“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

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

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

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

“Geographical Percentage Limitation” means the percentage corresponding to the applicable period set forth below:

Period	Geographical Percentage Limitation
On or before December 31, 2012	40.0%
After December 31, 2012 but on or before December 31, 2013	35.0%
After December 31, 2013	25.0%

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

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

“Ground Lease” means a ground lease containing the following terms and conditions: (a) a remaining term (exclusive of any unexercised extension options) of 40 years or more from the Agreement Date; (b) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor; (c) the obligation of the lessor to give the holder of any mortgage Lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that

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such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosures, and fails to do so; (d) reasonable transferability of the lessee’s interest under such lease, including ability to sublease; and (e) such other rights customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease.

“Guarantor” means any Person that is a party to the Guaranty as a “Guarantor” and shall in any event include the Parent.

“Guaranty”, “Guaranteed” or to “Guarantee” as applied to any obligation means and includes: (a) a guaranty (other than by endorsement of negotiable instruments for collection in the ordinary course of business), directly or indirectly, in any manner, of any part or all of such obligation, or (b) an agreement, direct or indirect, contingent or otherwise, and whether or not constituting a guaranty, the practical effect of which is to assure the payment or performance (or payment of damages in the event of nonperformance) of any part or all of such obligation whether by: (i) the purchase of securities or obligations, (ii) the purchase, sale or lease (as lessee or lessor) of property or the purchase or sale of services primarily for the purpose of enabling the obligor with respect to such obligation to make any payment or performance (or payment of damages in the event of nonperformance) of or on account of any part or all of such obligation, or to assure the owner of such obligation against loss, (iii) the supplying of funds to or in any other manner investing in the obligor with respect to such obligation, (iv) repayment of amounts drawn down by beneficiaries of letters of credit, or (v) the supplying of funds to or investing in a Person on account of all or any part of such Person’s obligation under a Guaranty of any obligation or indemnifying or holding harmless, in any way, such Person against any part or all of such obligation. As the context requires, “Guaranty” shall also mean the guaranty executed and delivered pursuant to Section 6.1. and substantially in the form of Exhibit C.

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

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

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of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement (excluding any such obligation to the extent the obligation can be satisfied by the issuance of Equity Interests (other than Mandatorily Redeemable Stock)); (h) net obligations under any Derivative Contract not entered into as a hedge against interest rate risk in respect of existing Indebtedness (which shall be deemed to have an amount equal to the Derivatives Termination Value thereof at such time but in no event shall be less than zero); and (i) all Indebtedness of other Persons which such Person has Guaranteed or is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar exceptions to non-recourse liability) or (j) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; and (k) such Person’s Ownership Share of the Indebtedness of any Unconsolidated Affiliate of such Person. Indebtedness of any Person shall include Indebtedness of any partnership or joint venture in which such Person is a general partner or joint venturer to the extent of such Person’s Ownership Share of such partnership or joint venture (except if such Indebtedness, or portion thereof, is recourse to such Person, in which case the greater of such Person’s Ownership Share of such Indebtedness or the amount of the recourse portion of the Indebtedness, shall be included as Indebtedness of such Person).

“Intellectual Property” has the meaning given that term in Section 7.1.(s).

“Interest Expense” means, with respect to a Person and for any period, (a) all paid, accrued or capitalized interest expense (including, without limitation, capitalized interest expense (other than capitalized interest funded from a construction loan interest reserve account held by another lender and not included in the calculation of cash for balance sheet reporting purposes) and interest expense attributable to Capitalized Lease Obligations) of such Person and in any event shall include all letter of credit fees and all interest expense with respect to any Indebtedness in respect of which such Person is wholly or partially liable whether pursuant to any repayment, interest carry, performance guarantee or otherwise, plus (b) to the extent not already included in the foregoing clause (a), such Person’s Ownership Share of all paid, accrued or capitalized interest expense for such period of Unconsolidated Affiliates of such Person.

“Interest Period” means with respect to each LIBOR Loan, each period commencing on the date such LIBOR Loan is made, or in the case of the Continuation of a LIBOR Loan the last day of the preceding Interest Period for such Loan, and ending on the numerically corresponding day in the first, second, third or sixth calendar month thereafter, as the Borrower may select in a Notice of Revolving Loans Borrowing, the Notice of Term Loans Borrowing, a Notice of Continuation or a Notice of Conversion, as the case may be, except that each Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month. Notwithstanding the foregoing: (a) if any Interest Period for a Revolving Loan would otherwise end after the Revolving Loan Termination Date, such Interest Period shall end on the Revolving Loan Termination Date, (b) if any Interest Period for all of any portion of a Term Loan would otherwise end after the Term Loan Maturity Date, such Interest Period shall end on the Term Loan Maturity Date; and (c) each Interest Period that would otherwise end on a day which is not a Business Day shall end on the immediately following Business Day (or, if such immediately following Business Day falls in the next calendar month, on the immediately preceding Business Day).

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

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

“Issuing Bank” means M&T in its capacity as an issuer of Letters of Credit pursuant to Section 2.3.

“L/C Commitment Amount” has the meaning given to that term in Section 2.3.(a).

“Lender” means each financial institution from time to time party hereto as a “Lender”, together with its respective permitted successors and permitted assigns.

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

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

“Letter of Credit Collateral Account” means a special deposit account maintained by the Administrative Agent, for the benefit of the Administrative Agent, the Issuing Bank and the Lenders, and under the sole dominion and control of the Administrative Agent.

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

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

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

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“LIBOR” means, for any Interest Period with respect to a LIBOR Loan, the rate appearing on Reuters Screen LIBOR01 page (or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such service or if such page or service ceases to display such information from such other service or method as the Administrative Agent may select) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period.

“LIBOR Loan” means a Revolving Loan or Term Loan ( any portion thereof) (other than a Base Rate Loan) bearing interest at a rate based on LIBOR.

“Lien” as applied to the property of any Person means: (a) any security interest, encumbrance, mortgage, deed to secure debt, deed of trust, assignment of leases and rents, pledge, lien, hypothecation, assignment, charge or lease constituting a Capitalized Lease Obligation, conditional sale or other title retention agreement, or other security title or encumbrance of any kind in respect of any property of such Person, or upon the income, rents or profits therefrom; (b) any arrangement, express or implied, under which any property of such Person is transferred, sequestered or otherwise identified for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person; and (c) the filing of any financing statement under the UCC or its equivalent in any jurisdiction, other than any unauthorized filing or precautionary filing not otherwise constituting or giving rise to a Lien, including a financing statement filed (i) in respect of a lease not constituting a Capitalized Lease Obligation pursuant to Section 9-505 (or a successor provision) of the UCC or its equivalent as in effect in an applicable jurisdiction or (ii) in connection with a sale or other disposition of accounts or other assets not prohibited by this Agreement in a transaction not otherwise constituting or giving rise to a Lien.

“Loan” means a Revolving Loan or a Term Loan, and as the context may require, “Loans” means the Revolving Loans and the Term Loans.

“Loan Document” means this Agreement, each Note, the Guaranty and each other document or instrument now or hereafter executed and delivered by a Loan Party in connection with, pursuant to or relating to this Agreement.

“Loan Party” means each of the Borrower, the Parent and each other Guarantor.

“M&T” means Manufacturers and Traders Trust Company, and its successors and assigns.

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

“Material Adverse Effect” means a materially adverse effect on (a) the business, assets, liabilities, condition (financial or otherwise), or results of operations of the Parent and its Subsidiaries taken as a whole, (b) the ability of the Parent, the Borrower or any other Loan Party to perform its

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obligations under any Loan Document to which it is a party, (c) the validity or enforceability of any of the Loan Documents, (d) the rights and remedies of the Lenders, the Issuing Bank and the Administrative Agent under any of the Loan Documents or (e) the timely payment of the principal of or interest on the Loans or other amounts payable in connection therewith or the timely payment of all Reimbursement Obligations.

“Material Contract” means any contract or other arrangement (other than Loan Documents), whether written or oral, to which the Borrower, any Subsidiary or any other Loan Party is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

“Maximum Availability” means, at any time, the lesser of (a) the Borrowing Base at such time and (b) an amount equal to (i) (x) the Net Operating Income of all Borrowing Base Properties at such time minus (y) Reserves for Replacements for such Borrowing Base Properties to the extent any Tenant Lease thereof is not a Triple Net Lease plus (z) the amount of income attributable to all Unencumbered Mortgage Receivable for the immediately preceding period of four fiscal quarters (or if an Unencumbered Mortgage Receivables has been owned by the Borrower or a Subsidiary for a shorter period, the amount of income attributable to such Unencumbered Mortgage Receivables annualized in a manner acceptable to the Administrative Agent in its sole discretion) divided by (ii)(A) the Applicable Mortgage Constant times (B) 1.50.

“Metropolitan Statistical Area” means a Metropolitan Statistical Area as listed in Budget Bulletin No. 09-01 issued by the Executive Office of the President of the United States of America, Office of Management and Budget.

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

“Mortgage Receivable” means a promissory note secured by a Mortgage of which the Parent, the Borrower or another Subsidiary is the holder and retains the rights of collection of all payments thereunder.

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

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

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

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interest but including an appropriate accrual for property taxes and insurance) related to the ownership, operation or maintenance of such Property, including but not limited to, property taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Property, but specifically excluding general overhead expenses of the Borrower and its Subsidiaries and any management fees) minus (c) the greater of (i) the actual property management fee paid during such period with respect to such Property and (ii) an imputed management fee in an amount equal to the greater of the actual base management fee or 3% of the gross revenues for such Property for such period.

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

“Nonconforming Features” has the meaning given that term in Section 4.1(b).

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

“Nonrecourse Indebtedness” means, with respect to a Person (a) Indebtedness in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar customary exceptions to nonrecourse liability) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness and (b) if such Person is a Single Asset Entity, any Indebtedness of such Person. For the avoidance of doubt, the parties confirm that Indebtedness of a Subsidiary that constitutes Nonrecourse Indebtedness shall not be considered to be Nonrecourse Indebtedness to the extent such Indebtedness is Guaranteed by the Parent or another Subsidiary of the Parent that is not an Excluded Subsidiary (except for any Guarantee of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar customary exceptions to nonrecourse liability).

“Note” means a Revolving Note or Term Note, and, as the context may require, “Notes” means the Revolving Notes and the Term Notes.

“Notice of Revolving Loans Borrowing” means a notice in the form of Exhibit H to be delivered to the Administrative Agent pursuant to Section 2.1.(b) evidencing the Borrower’s request for the borrowing of Revolving Loans.

“Notice of Term Loans Borrowing” means a notice in the form of Exhibit I to be delivered to the Administrative Agent pursuant to Section 2.2.(b) evidencing the Borrower’s request for the borrowing of the Term Loans.

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

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

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

“Occupancy Rate” means, with respect to a Property at any time, the ratio, expressed as a percentage, of (a) net rentable square footage of such Property actually occupied by non-Affiliate tenants paying rent at rates not materially less then rates generally prevailing at the time the applicable lease was entered into, pursuant to binding leases as to which no monetary default has occurred and has continued unremedied for 30 or more days to (b) the aggregate net rentable square footage of such Property. For purposes of this definition, a tenant shall be deemed to actually occupy a Property notwithstanding a temporary cessation of operations for renovations, repairs or other temporal reason.

“Off-Balance Sheet Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“OFAC” has the meaning given that term in Section 7.1.(x).

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

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

“Participant” has the meaning given that term in Section 13.6.(d).

“Participant Register” has the meaning given that term in Section 13.6.(d).

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

“Permitted Liens” means, with respect to any asset or property of a Person, (a)(i) Liens securing taxes, assessments and other charges or levies imposed by any Governmental Authority (excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental Laws) or

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(ii) the claims of materialmen, mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, which, in the case of clauses (a)(i) and (a)(ii), are not at the time required to be paid or discharged under Section 8.6.; (b) Liens consisting of deposits or pledges made, in the ordinary course of business, in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar Applicable Laws; (c) easements, zoning restrictions, rights of way and similar encumbrances (and, with respect to leasehold interests (other than leasehold interests in Eligible Properties), mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under or asserted by a landlord or owner of leased property, with or without the consent of the lessee) on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or impair the intended use thereof in any material respects and such title defects which may constitute Liens and are expressly permitted to exist with respect to an Eligible Property in accordance with clause (h) of the definition thereof; (d) leases, subleases or non-exclusive licenses granted to others not interfering with the ordinary conduct of business of such Person and otherwise permitted by the terms hereof; (e) Liens in favor of the Administrative Agent for its benefit and the benefit of the Issuing Bank and the Lenders; (f) Liens securing judgments not constituting an Event of Default under Section 11.1.(h); (g) Liens on assets to secure the performance of bids, trade contracts, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (h) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s liens, liens in favor of securities intermediaries, rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained with depository institutions or securities intermediaries; (i) licenses and sublicenses of Intellectual Property granted in the ordinary course of business and not interfering in any material respect with the business of such Person; (j) Liens on insurance policies and proceeds thereof incurred in the ordinary course of business to secure premiums thereunder; and (k) other Liens on assets of the Loan Parties to the extent not otherwise included in paragraphs (a) through (j) of this definition securing Indebtedness or other obligations in an aggregate amount not to exceed $2,500,000 at any time outstanding; provided that Liens described in the foregoing clauses (f) through (k) shall constitute Permitted Liens solely for purposes of (x) Section 7.1.(f) and (y) Section 10.2.(b) in respect of properties that are not Borrowing Base Assets or direct or indirect ownership interests of the Borrower in any Person owning any Borrowing Base Asset.

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

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

“Post-Default Rate” means, in respect of any principal of any Loan, the rate otherwise applicable plus an additional two percent 2.0% per annum, with respect to fees payable under Section 3.5.(d), the rate otherwise applicable plus an additional 2.0% per annum, and with respect to any other Obligation, a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin plus two percent 2.0%.

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

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

“Prime Rate” means the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office (which rate may not be the lowest rate of interest available by the Administrative Agent); each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Principal Office” means the office of the Administrative Agent located at 255 East Avenue, Rochester, New York 14604, or any other subsequent office that the Administrative Agent shall have specified as the Principal Office by written notice to the Borrower and the Lenders.

“Pro Rata Share” means, as to each Lender, the ratio, expressed as a percentage of (a) (i) the amount of such Lender’s Revolving Commitment plus (ii) the amount of such Lender’s outstanding Term Loans to (b)(i) the aggregate amount of the Revolving Commitments of all Lenders plus (ii) the aggregate amount of all outstanding Term Loans; provided, however, that if at the time of determination the Revolving Commitments have terminated or been reduced to zero, the “Pro Rata Share” of each Lender shall be the ratio, expressed as a percentage of (A) the sum of the unpaid principal amount of all outstanding Revolving Loans, Term Loans, and Letter of Credit Liabilities owing to such Lender as of such date to (B) the sum of the aggregate unpaid principal amount of all outstanding Revolving Loans, Term Loans and Letter of Credit Liabilities of all Lenders as of such date.

“Property” means a parcel (or group of related parcels) of real property owned or leased by the Borrower, any Subsidiary or any Unconsolidated Affiliate.

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

“Register” has the meaning given that term in Section 13.6.(c).

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

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

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

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, shareholders, directors, officers, employees, agents, counsel, other advisors and representatives of such Person and of such Person’s Affiliates.

“Requisite Lenders” means, as of any date, (a) Lenders having at least 66-2/3% of the aggregate amount of the Revolving Commitments and the outstanding Term Loans of all Lenders, or (b) if the Revolving Commitments have been terminated or reduced to zero, Lenders holding at least 66-2/3% of the principal amount of the aggregate outstanding Loans and Letter of Credit Liabilities; provided that (i) in determining such percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded, and (ii) at all times when two or more Lenders (excluding Defaulting Lenders) are party to this Agreement, the term “Requisite Lenders” shall in no event mean less than two Lenders. For purposes of this definition, a Lender shall be deemed to hold a Letter of Credit Liability to the extent such Lender has acquired a participation therein under the terms of this Agreement and has not failed to perform its obligations in respect of such participation.

“Requisite Revolving Lenders” means, as of any date, (a) Revolving Lenders having at least 66-2/3% of the aggregate amount of the Revolving Commitments of all Revolving Lenders, or (b) if the Revolving Commitments have been terminated or reduced to zero, the Revolving Lenders holding at least 66-2/3% of the principal amount of the aggregate outstanding Revolving Loans and Letter of Credit Liabilities; provided that (i) in determining such percentage at any given time, all then existing Revolving Lenders that are Defaulting Lenders will be disregarded and excluded, and (ii) at all times when two or more Revolving Lenders (excluding Revolving Lenders that are Defaulting Lenders) are party to this Agreement, the term “Requisite Revolving Lenders” shall in no event mean less than two Revolving Lenders. For purposes of this definition, a Revolving Lender (other than the Issuing Bank) shall be deemed to hold a Letter of Credit Liability to the extent such Revolving Lender has acquired a participation therein under the terms of this Agreement and has not failed to perform its obligations in respect of such participation.

“Requisite Term Loan Lenders” means, as of any date, Term Loan Lenders having at least 66-2/3% of the aggregate outstanding principal amount of the Term Loans; provided that (i) in determining such percentage at any given time, all then existing Term Loan Lenders that are Defaulting Lenders will be disregarded and excluded, and (ii) at all times when two or more Term Loan Lenders (excluding Term Loan Lenders that are Defaulting Lenders) are party to this Agreement, the term “Requisite Term Loan Lenders” shall in no event mean less than two Term Loan Lenders.

“Reserve for Replacements” means, for any period and with respect to any Property, an amount equal to the greater of (a) the aggregate square footage of all completed space of such Property times (b) $0.10 times (c) the number of days in such period divided by (d) 365. If the term Reserve for Replacements is used without reference to any specific Property, then it shall be determined on an aggregate basis with respect to all Properties and the applicable Ownership Shares of all real property of all Unconsolidated Affiliates.

“Responsible Officer” means with respect to the Parent, the Borrower or any Subsidiary, the chief executive officer, the chief financial officer, the chief operating officer and any vice president of the Parent, the Borrower or such Subsidiary.

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

“Revolving Commitment” means, as to each Lender, such Lender’s obligation to make Revolving Loans pursuant to Section 2.1. and to issue (in the case of the Issuing Bank) and to participate (in the case of the other Lenders) in Letters of Credit pursuant to Section 2.3.(i) in an amount up to, but not exceeding the amount set forth for such Lender on Schedule I as such Lender’s “Revolving Commitment Amount” or as set forth in any applicable Assignment and Assumption, or agreement executed by a Person becoming a Lender in accordance with Section 2.14., as the same may be reduced from time to time pursuant to Section 2.11. or increased or reduced as appropriate to reflect any assignments to or by such Lender effected in accordance with Section 13.6. or increased as appropriate to reflect any increase effected in accordance with Section 2.14.

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

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

“Revolving Lender” means a Lender having a Revolving Commitment, or if the Revolving Commitments have terminated, holding any Revolving Loans.

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

“Revolving Note” means a promissory note of the Borrower substantially in the form of Exhibit F-1, payable to the order of a Revolving Lender in a principal amount equal to the amount of such Lender’s Revolving Commitment.

“Revolving Termination Date” means October 1, 2015, or such later date to which the Revolving Termination Date may be extended pursuant to Section 2.12.

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

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

“Single Asset Entity” means a Subsidiary that (a) only owns a single Property; (b) is engaged only in the business of owning, developing and/or leasing such Property; and (c) receives substantially all of its gross revenues from such Property.

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

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

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

“Tangible Net Worth” means, as of a given date, stockholders’ equity of the Parent and its Subsidiaries determined on a consolidated basis plus increases in accumulated depreciation and amortization accrued after the Agreement Date, minus (to the extent included when determining stockholders’ equity of the Parent and its Subsidiaries): (a) the amount of any write-up in the book value of any assets reflected in any balance sheet resulting from revaluation thereof or any write-up in excess of the cost of such assets acquired, and (b) the aggregate of all amounts appearing on the assets side of any such balance sheet for franchises, licenses, permits, patents, patent applications, copyrights, trademarks, service marks, trade names, goodwill, treasury stock, experimental or organizational expenses and other like assets which would be classified as intangible assets under GAAP, all determined on a consolidated basis.

“Taxes” has the meaning given that term in Section 3.10.

“Tenant Lease” means any lease entered into by the Borrower, any Loan Party or any Subsidiary with respect to any portion of a Property.

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“Tenant Percentage Limitation” means the percentage corresponding to the applicable period set forth below:

Period	Tenant Percentage Limitation
On or before December 31, 2012	30.0%
After December 31, 2012 but on or before December 31, 2013	25.0%
After December 31, 2013	20.0%

“Term Loan Commitment” means, as to each Term Loan Lender, such Lender’s obligation to make Term Loans on the Effective Date pursuant to Section 2.2., in an amount up to, but not exceeding, the amount set forth for such Lender on Schedule I as such Lender’s “Term Loan Commitment Amount”.

“Term Loan” means a loan made by a Term Loan Lender to the Borrower pursuant to Section 2.2.

“Term Loan Lender” means a Lender having a Term Loan Commitment, or if the Term Loan Commitments have terminated, a Lender holding a Term Loan.

“Term Loan Maturity Date” means October 1, 2015, or such later date to which the Term Loan Maturity Date may be extended pursuant to Section 2.12..

“Term Note” means a promissory note of the Borrower substantially in the form of Exhibit F-2, payable to the order of a Term Loan Lender in a principal amount equal to the amount of such Term Loan Lender’s Term Loan.

“Total Budgeted Cost” means, with respect to a Development Property, and at any time, the aggregate amount of all costs budgeted to be paid, incurred or otherwise expended or accrued by the Borrower, a Subsidiary or an Unconsolidated Affiliate with respect to such Property to achieve an Occupancy Rate of 100%, including without limitation, all amounts budgeted with respect to all of the following: (a) acquisition of land and any related improvements; (b) a reasonable and appropriate reserve for construction interest; (c) a reasonable and appropriate operating deficit reserve; (d) tenant improvements; (e) leasing commissions and (f) other hard and soft costs associated with the development or redevelopment of such Property. With respect to any Property to be developed in more than one phase, the Total Budgeted Cost shall exclude budgeted costs (other than costs relating to acquisition of land and related improvements) to the extent relating to any phase for which (i) construction has not yet commenced and (ii) a binding construction contract has not been entered into by the Borrower, any other Subsidiary or any Unconsolidated Affiliate, as the case may be.

“Total Outstanding Indebtedness” means, as of a given date, the aggregate principal amount of all Indebtedness of the Parent and its Subsidiaries determined on a consolidated basis.

“Total Market Value” means, at a given time, the sum (without duplication) of all of the following of the Parent and its Subsidiaries determined on a consolidated basis: (a) in the case of Properties owned or leased by the Borrower or a Guarantor for the entire period of four consecutive fiscal quarters most recently ended, the Net Operating Income for such Property for the fiscal quarter most recently ending multiplied by 4, divided by the Capitalization Rate; (b) in the case of Properties acquired during the period of four consecutive fiscal quarters most recently ended, the purchase price paid by the Parent, the Borrower or any of their respective Subsidiaries for such Property exclusive of (i) closing and other transaction costs and (ii) any amounts paid by the Parent, the Borrower or such Subsidiary as a purchase price adjustment, to be held in escrow, to be retained as a contingency reserve, or other similar

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amounts; and (c) the GAAP book value of all other tangible assets of the Parent and its Subsidiaries. The Parent’s Ownership Share of assets held by Unconsolidated Affiliates will be included in Total Market Value calculations consistent with the above described treatment for assets owned by the Parent and its Subsidiaries. For purposes of determining Total Market Value, Net Operating Income from Properties disposed of by the Parent, the Borrower or any of their respective Subsidiaries during the immediately preceding period of four consecutive fiscal quarters of the Parent shall be excluded to the extent included in clause (a) above.

“Total Unencumbered Eligible Property Value” means, with respect to Eligible Properties as of any measurement date, the sum (without duplication) of the following: (a) with respect to Eligible Properties which have been owned as of the measurement date for not less than four full consecutive calendar quarters, an amount equal to (i)(x) Net Operating Income for all such Eligible Properties for the immediately preceding four consecutive calendar quarters as of the measurement date minus (y) Reserves for Replacements for such Eligible Properties to the extent any Tenant Lease thereof is not a Triple Net Lease divided by (ii) the Capitalization Rate; (b) with respect to Eligible Properties which have been owned for less than four full consecutive calendar quarters as of the measurement date, an amount equal to the purchase price paid by the Borrower or any of its Subsidiaries for such Property exclusive of (i) closing and other transaction costs and (ii) any amounts paid by the Borrower or such Subsidiary as a purchase price adjustment, to be held in escrow, to be retained as a contingency reserve, or other similar amounts. For purposes of this definition, (a) to the extent that the Net Operating Income attributable to Eligible Properties leased to a single tenant or a single group of affiliated tenants would exceed the applicable Tenant Percentage Limitation, such excess shall be excluded; (b) to the extent the amount of the Net Operating Income attributable to Eligible Properties located in the same Metropolitan Statistical Area would exceed the applicable Geographical Percentage Limitation, such excess shall be excluded; (c) to the extent the amount of the Net Operating Income attributable to Eligible Properties located in the same State or in the District of Columbia would exceed the applicable Geographical Percentage Limitation, such excess shall be excluded; and (d) to the extent the amount of the Net Operating Income attributable to Eligible Properties that are used for the same use as convenience stores, restaurants, medical offices, retail, industrial or specialty office would exceed 50.0%, such excess shall be eliminated. For purposes of this definition, the term “Eligible Properties” shall be deemed also to include each Property that is included as a Borrowing Base Property pursuant to Section 4.1.(c) so long as such Property has not ceased to be a Borrowing Base Property pursuant to the definition thereof.

“Total Unsecured Indebtedness” means, as of a given date, the aggregate principal amount of all Indebtedness of the Parent and its Subsidiaries that is not Secured Indebtedness, determined on a consolidated basis.

“Triple Net Lease” means a lease by a single tenant of a Property under which the tenant is responsible for real estate taxes and assessments, repairs and maintenance (except for major structural repairs), insurance, capital expenditures and other expenses relating to such Property.

“Type” with respect to any Loan, refers to whether such Loan or portion thereof is a LIBOR Loan or a Base Rate Loan.

“UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

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

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“Unencumbered Cash” means cash and cash equivalents which satisfy all of the following requirements as confirmed by the Administrative Agent: (a) such cash and cash equivalents are owned by the Borrower or a Wholly Owned Subsidiary of the Borrower; (b) regardless of whether cash and cash equivalents are owned by the Borrower or a Subsidiary, the Borrower has the right directly, or indirectly through a Subsidiary, to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on such cash and cash equivalents as security for Indebtedness of the Borrower or such Subsidiary, as applicable, and (ii) to sell, transfer or otherwise dispose of such cash and cash equivalents; or (c) neither cash and cash equivalents, nor to the extent such cash and cash equivalents are owned by a Wholly Owned Subsidiary, any of the Borrower’s direct or indirect ownership interest in such Wholly Owned Subsidiary, is subject to (i) any Lien other than Permitted Liens or (ii) any Negative Pledge not permitted under Section 10.2.(a)(ii). If at any time cash or cash equivalents cease to qualify as Unencumbered Cash, such cash or cash equivalents shall be excluded from determinations of the Borrowing Base.

“Unencumbered Eligible Property Value” means, with respect to an Eligible Property for any date of determination, an amount equal to (a) in the case of an Eligible Property owned or leased by the Borrower or Wholly Owned Subsidiary of the Borrower for the entire period of four consecutive fiscal quarters most recently ended, the Net Operating Income for such Eligible Property, divided by the Capitalization Rate; and (b) in the case of an Eligible Property acquired during the period of four consecutive fiscal quarters most recently ended, the purchase price paid by the Borrower or any of its Subsidiaries for such Eligible Property exclusive of (i) closing and other transaction costs and (ii) any amounts paid by the Borrower or such Subsidiary as a purchase price adjustment, to be held in escrow, to be retained as a contingency reserve, or other similar amounts. For purposes of this definition, the term “Eligible Property” shall be deemed also to include any Property that is included as a Borrowing Base Property pursuant to Section 4.1.(c) so long as such Property has not ceased to be Borrowing Base Property pursuant to the definition thereof.

“Unencumbered Mortgage Receivable” means a Mortgage Receivable which satisfies all of the following requirements as confirmed by the Administrative Agent: (a) such Mortgage Receivable is owned by the Borrower or a Wholly Owned Subsidiary of the Borrower; (b) regardless of whether such Mortgage Receivable is owned by the Borrower or a Subsidiary, the Borrower has the right directly, or indirectly through a Subsidiary, to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on such Mortgage Receivable as security for Indebtedness of the Borrower or such Subsidiary, as applicable, and (ii) to sell, transfer or otherwise dispose of such Mortgage Receivable; (c) neither such Mortgage Receivable, nor if such Mortgage Receivable is owned by a Wholly Owned Subsidiary, any of the Borrower’s direct or indirect ownership interest in such Wholly Owned Subsidiary, is subject to (i) any Lien other than Permitted Liens or (ii) any Negative Pledge not permitted under Section 10.2.(a)(ii); (d) the property encumbered by the Lien securing such Mortgage Receivable has been developed for office, retail or industrial use; (e) the Lien securing such Mortgage Receivable is a first priority Lien; and (f) no obligor or guarantor of such Mortgage Receivable is (i) subject to any proceeding under Debtor Relief Laws or (ii) more than 60 days past due on any payment obligation to the Borrower or any of its Subsidiaries in respect of such Mortgage Receivable. If at any time a Mortgage Receivable ceases to qualify as an Unencumbered Mortgage Receivable, such Mortgage Receivable shall be excluded from determinations of the Borrowing Base and all income attributable to such Mortgage Receivable shall be excluded from calculations of Maximum Availability.

“Value” has the meaning given such term in the definition of the term “Borrowing Base”.

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

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

Section 1.2. General; References to Eastern Time.

Unless otherwise indicated, all accounting terms, ratios and measurements shall be interpreted or determined in accordance with (a) for periods ending on or before September 30, 2011, tax basis accounting principles and (b) for all periods ending after September 30, 2011, GAAP as in effect from time to time; provided that, if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Requisite Lenders shall so request, the Administrative Agent, the Lenders, the Parent and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the appropriate Lenders pursuant to Section 13.6.); provided further that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Parent shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the preceding sentence, the calculation of liabilities in accordance with GAAP shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. To the extent that GAAP requires any fair value calculations or adjustments with respect to any swap or derivative transactions, the Borrower shall comply with such requirements. References in this Agreement to “Sections”, “Articles”, “Exhibits” and “Schedules” are to sections, articles, exhibits and schedules herein and hereto unless otherwise indicated. References in this Agreement to any document, instrument or agreement (a) shall include all exhibits, schedules and other attachments thereto, (b) shall include all documents, instruments or agreements issued or executed in replacement thereof, to the extent permitted hereby and (c) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, supplemented, restated or otherwise modified from time to time to the extent not otherwise stated herein or prohibited hereby and in effect at any given time. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter. Unless explicitly set forth to the contrary, a reference to “Subsidiary” means a Subsidiary of the Parent or a Subsidiary of such Subsidiary and a reference to an “Affiliate” means a reference to an Affiliate of the Parent. Titles and captions of Articles, Sections, subsections and clauses in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement. Unless otherwise indicated, all references to time are references to Eastern time, daylight or standard, as applicable.

Section 1.3. Financial Attributes of Non-Wholly Owned Subsidiaries.

When determining the Applicable Margin and compliance by the Parent with any financial covenant contained in any of the Loan Documents (a) only the Ownership Share of the Parent or the Borrower, as applicable, of the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary shall be included and (b) the Parent’s Ownership Share of the Borrower shall be deemed to be 100.0%.

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ARTICLE II. CREDIT FACILITY

Section 2.1. Revolving Loans.

(a)    Making of Loans. Subject to the terms and conditions hereof, including without limitation, Section 2.13., each Revolving Lender severally and not jointly agrees to make Revolving Loans to the Borrower during the period from and including the Effective Date to but excluding the Revolving Termination Date, in an aggregate principal amount at any one time outstanding up to, but not exceeding such Lenders’ Revolving Commitment. Each borrowing of Revolving Loans that are to be Base Rate Loans shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000. Each borrowing of Revolving Loans that are to be LIBOR Loans shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $100,000 in excess of that amount. Notwithstanding the immediately preceding two sentences but subject to Section 2.13., a borrowing of Revolving Loans may be in the aggregate amount of the unused Revolving Commitments. Within the foregoing limits and subject to the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans.

(b)    Requests for Revolving Loans. Not later than 11:00 a.m. Eastern time at least 1 Business Day prior to a borrowing of Revolving Loans that are to be Base Rate Loans and not later than 11:00 a.m. Eastern time at least 3 Business Days prior to a borrowing of Revolving Loans that are to be LIBOR Loans, the Borrower shall deliver to the Administrative Agent a Notice of Revolving Loans Borrowing. Each Notice of Revolving Loans Borrowing shall specify the aggregate principal amount of the Revolving Loans to be borrowed, the date such Revolving Loans are to be borrowed (which must be a Business Day), the Type of the requested Revolving Loans, and if such Revolving Loans are to be LIBOR Loans, the initial Interest Period for such Revolving Loans. Each Notice of Revolving Loans Borrowing shall be irrevocable once given and binding on the Borrower.

(c)    Funding of Revolving Loans. Promptly after receipt of a Notice of Revolving Loans Borrowing under the immediately preceding subsection (b), the Administrative Agent shall notify each Revolving Lender of the proposed borrowing. Each Revolving Lender shall deposit an amount equal to the Revolving Loan to be made by such Revolving Lender to the Borrower with the Administrative Agent at the Principal Office, in immediately available funds not later than 11:00 a.m. Eastern time on the date of such proposed Revolving Loans. Subject to fulfillment of all applicable conditions set forth herein, the Administrative Agent shall make available to the Borrower in the account specified in the Notice of Revolving Loans Borrowing, not later than 2:00 p.m. Eastern time on the date of the requested borrowing of Revolving Loans, the proceeds of such amounts received by the Administrative Agent.

(d)    Assumptions Regarding Funding by Revolving Lenders. With respect to Revolving Loans to be made after the Effective Date, unless the Administrative Agent shall have been notified by any Revolving Lender that such Revolving Lender will not make available to the Administrative Agent a Revolving Loan to be made by such Revolving Lender in connection with any borrowing, the Administrative Agent may assume that such Revolving Lender will make the proceeds of such Revolving Loan available to the Administrative Agent in accordance with this Section, and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower the amount of such Revolving Loan to be provided by such Revolving Lender. In such event, if such Revolving Lender does not make available to the Administrative Agent the proceeds of such Revolving Loan, then such Revolving Lender and the Borrower severally agree to pay to the Administrative Agent on demand the amount of such Revolving Loan with interest thereon, for each day from and including the date such Revolving Loan is made available to the Borrower but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Revolving Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking

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industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Revolving Lender shall pay the amount of such interest to the Administrative Agent for the same or overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Revolving Lender pays to the Administrative Agent the amount of such Revolving Loan, the amount so paid shall constitute such Revolving Lender’s Revolving Loan included in the borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Revolving Lender that shall have failed to make available the proceeds of a Revolving Loan to be made by such Revolving Lender.

Section 2.2. Term Loans

(a)    Making of Term Loans. Subject to the terms and conditions hereof, on the Effective Date each Term Loan Lender severally and not jointly agrees to make a Term Loan to the Borrower in the aggregate principal amount equal to the amount of such Term Loan Lender’s Term Loan Commitment. Each Base Rate Loan shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000. Each LIBOR Loan shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $100,000 in excess of that amount. Upon funding of a Term Loan, the Term Loan Commitment of such Lender shall terminate.

(b)    Requests for Term Loans. Not later than 9:00 a.m. Eastern time at least 3 Business Days prior to the Effective Date, the Borrower shall give the Administrative Agent a Notice of Term Loans Borrowing requesting that the Term Loan Lenders make the Term Loans on such date and specifying the aggregate principal amount of Term Loans to be borrowed, the Type of the Term Loans, and if such Term Loans are to be LIBOR Loans, the initial Interest Period for the Term Loans. Such notice shall be irrevocable once given and binding on the Borrower. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Loan Lender.

(c)    Funding of Term Loans. Promptly after receipt of a Notice of Term Loans Borrowing under the immediately preceding subsection (b), the Administrative Agent shall notify each Term Loan Lender of the proposed borrowing. Each Term Loan Lender shall deposit an amount equal to the Term Loan to be made by such Term Loan Lender to the Borrower with the Administrative Agent at the Principal Office, in immediately available funds, not later than 2:00 p.m. Eastern time on the anticipated date of borrowing. Subject to fulfillment of all applicable conditions set forth herein, the Administrative Agent shall make available to the Borrower in the account specified by the Borrower in the applicable Notice of Term Loans Borrowing, not later than 3:00 p.m. Eastern time on the Effective Date, the proceeds of such amounts received by the Administrative Agent. The Borrower may not reborrow any portion of the Term Loans once repaid.

Section 2.3. Letters of Credit

(a)    Letters of Credit. Subject to the terms and conditions of this Agreement, including without limitation, Section 2.13., the Issuing Bank, on behalf of the Revolving Lenders, agrees to issue for the account of the Borrower during the period from and including the Effective Date to, but excluding, the date 30 days prior to the Revolving Termination Date, one or more standby letters of credit (each a “Letter of Credit”) up to a maximum aggregate Stated Amount at any one time outstanding not to exceed $20,000,000 as such amount may be reduced from time to time in accordance with the terms hereof (the “L/C Commitment Amount”).

(b)    Terms of Letters of Credit. At the time of issuance, the amount, form, terms and conditions of each Letter of Credit, and of any drafts or acceptances thereunder, shall be subject to

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approval by the Issuing Bank and the Borrower. Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the date that is 30 days prior to the Revolving Termination Date, or (ii) any Letter of Credit have an initial duration in excess of one year; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the Issuing Bank but in no event shall any such provision permit the extension of the expiration date of such Letter of Credit beyond the date that is 30 days prior to the Revolving Termination Date. The initial Stated Amount of each Letter of Credit shall be at least $500,000 (or such lesser amount as may be acceptable to the Issuing Bank, the Administrative Agent and the Borrower).

(c)    Requests for Issuance of Letters of Credit. The Borrower shall give the Issuing Bank and the Administrative Agent written notice at least 5 Business Days prior to the requested date of issuance of a Letter of Credit, such notice to describe in reasonable detail the proposed terms of such Letter of Credit and the nature of the transactions or obligations proposed to be supported by such Letter of Credit, and in any event shall set forth with respect to such Letter of Credit the proposed (i) initial Stated Amount, (ii) beneficiary, and (iii) expiration date. The Borrower shall also execute and deliver such customary applications and agreements for standby letters of credit, and other forms as requested from time to time by the Issuing Bank. Provided the Borrower has given the notice prescribed by the first sentence of this subsection and delivered such applications and agreements referred to in the preceding sentence, subject to the other terms and conditions of this Agreement, including the satisfaction of any applicable conditions precedent set forth in Section 6.2., the Issuing Bank shall issue the requested Letter of Credit on the requested date of issuance for the benefit of the stipulated beneficiary but in no event prior to the date 5 Business Days following the date after which the Issuing Bank has received all of the items required to be delivered to it under this subsection. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank or any Revolving Lender to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. Upon the written request of the Borrower, the Issuing Bank shall deliver to the Borrower a copy of each issued Letter of Credit within a reasonable time after the date of issuance thereof. To the extent any term of a Letter of Credit Document is inconsistent with a term of any Loan Document, the term of such Loan Document shall control.

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

(e)    Manner of Reimbursement. Upon its receipt of a notice referred to in the immediately preceding subsection (d), the Borrower shall advise the Administrative Agent and the Issuing Bank whether or not the Borrower intends to borrow hereunder to finance its obligation to reimburse the Issuing Bank for the amount of the related demand for payment and, if it does, the Borrower shall submit a timely request for such borrowing as provided in the applicable provisions of this Agreement. If the Borrower

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fails to so advise the Administrative Agent and the Issuing Bank, or if the Borrower fails to reimburse the Issuing Bank for a demand for payment under a Letter of Credit by the date of such payment, the failure of which the Issuing Bank shall promptly notify the Administrative Agent, then (i) if the applicable conditions contained in Article VI. would permit the making of Revolving Loans, the Borrower shall be deemed to have requested a borrowing of Revolving Loans (which shall be Base Rate Loans) in an amount equal to the unpaid Reimbursement Obligation and the Administrative Agent shall give each Revolving Lender prompt notice of the amount of the Revolving Loan to be made available to the Administrative Agent not later than 12:00 noon Eastern time and (ii) if such conditions would not permit the making of Revolving Loans, the provisions of subsection (j) of this Section shall apply. The limitations set forth in the second sentence of Section 2.1.(a) shall not apply to any borrowing of Base Rate Loans under this subsection.

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

(g)    Issuing Bank’s Duties Regarding Letters of Credit; Unconditional Nature of Reimbursement Obligations. In examining documents presented in connection with drawings under Letters of Credit and making payments under such Letters of Credit against such documents, the Issuing Bank shall only be required to use the same standard of care as it uses in connection with examining documents presented in connection with drawings under letters of credit in which it has not sold participations and making payments under such letters of credit. The Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, none of the Issuing Bank, Administrative Agent or any of the Lenders shall be responsible for, and the Borrower’s obligations in respect of Letters of Credit shall not be affected in any manner by, (i) the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under any Letter of Credit even if such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit, or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, facsimile, electronic mail, telecopy or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit, or of the proceeds thereof; (vii) the misapplication by the beneficiary of any Letter of Credit, or of the proceeds of any drawing under any Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Issuing Bank, Administrative Agent or the Lenders. None of the above shall affect, impair or prevent the vesting of any of the Issuing Bank’s or Administrative Agent’s rights or powers hereunder. Any action taken or omitted to be taken by the Issuing Bank under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, non-appealable judgment), shall not create against the Issuing Bank any liability to the Borrower, the Administrative Agent or any Lender. In this connection, the obligation of the Borrower to reimburse the Issuing Bank for any drawing made under any Letter of Credit, and to repay any Revolving Loan made pursuant to the second sentence of the immediately preceding subsection (e), shall be absolute, unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement and any other applicable Letter of Credit

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Document under all circumstances whatsoever, including without limitation, the following circumstances: (A) any lack of validity or enforceability of any Letter of Credit Document or any term or provisions therein; (B) any amendment or waiver of or any consent to departure from all or any of the Letter of Credit Documents; (C) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against the Issuing Bank, the Administrative Agent or any Lender, any beneficiary of a Letter of Credit or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or in the Letter of Credit Documents or any unrelated transaction; (D) any breach of contract or dispute between the Borrower, the Issuing Bank, the Administrative Agent, any Lender or any other Person; (E) any demand, statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein or made in connection therewith being untrue or inaccurate in any respect whatsoever; (F) any non-application or misapplication by the beneficiary of a Letter of Credit or of the proceeds of any drawing under such Letter of Credit; (G) payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate which does not strictly comply with the terms of such Letter of Credit; and (H) any other act, omission to act, delay or circumstance whatsoever that might, but for the provisions of this Section, constitute a legal or equitable defense to or discharge of the Borrower’s Reimbursement Obligations. Notwithstanding anything to the contrary contained in this Section or Section 13.10., but not in limitation of the Borrower’s unconditional obligation to reimburse the Issuing Bank for any drawing made under a Letter of Credit as provided in this Section and to repay any Revolving Loan made pursuant to the second sentence of the immediately preceding subsection (e), the Borrower shall have no obligation to indemnify the Administrative Agent, the Issuing Bank or any Lender in respect of any liability incurred by the Administrative Agent, the Issuing Bank or such Lender arising solely out of the gross negligence or willful misconduct of the Administrative Agent, the Issuing Bank or such Lender in respect of a Letter of Credit as determined by a court of competent jurisdiction in a final, non-appealable judgment. Except as otherwise provided in this Section, nothing in this Section shall affect any rights the Borrower may have with respect to the gross negligence or willful misconduct of the Administrative Agent, the Issuing Bank or any Lender with respect to any Letter of Credit.

(h)    Amendments, Etc. The issuance by the Issuing Bank of any amendment, supplement or other modification to any Letter of Credit shall be subject to the same conditions applicable under this Agreement to the issuance of new Letters of Credit (including, without limitation, that the request therefor be made through the Issuing Bank), and no such amendment, supplement or other modification shall be issued unless either (i) the respective Letter of Credit affected thereby would have complied with such conditions had it originally been issued hereunder in such amended, supplemented or modified form or (ii) the Administrative Agent and the Revolving Lenders, if any, required by Section 13.7. shall have consented thereto. In connection with any such amendment, supplement or other modification, the Borrower shall pay the fees, if any, payable under the last sentence of Section 3.5.(d).

(i)    Revolving Lenders’ Participation in Letters of Credit. Immediately upon the issuance by the Issuing Bank of any Letter of Credit each Revolving Lender shall be deemed to have absolutely, irrevocably and unconditionally purchased and received from the Issuing Bank an undivided interest and participation to the extent of such Lender’s Revolving Commitment Percentage of the liability of the Issuing Bank with respect to such Letter of Credit and each Revolving Lender thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the Issuing Bank to pay and discharge when due, such Lender’s Revolving Commitment Percentage of the Issuing Bank’s liability under such Letter of Credit. In addition, upon the making of each payment by a Revolving Lender to the Administrative Agent for the account of the Issuing Bank in respect of any Letter of Credit pursuant to the immediately following subsection (j), such Lender shall, automatically and without any further action on the part of the Issuing Bank, Administrative Agent or such Lender, acquire (i) a participation in an amount equal to such payment in the Reimbursement Obligation owing to the Issuing Bank by the Borrower in respect of such Letter of Credit

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and (ii) a participation in a percentage equal to such Lender’s Revolving Commitment Percentage in any interest or other amounts payable by the Borrower in respect of such Reimbursement Obligation (other than the Fees payable to the Issuing Bank pursuant to the second and the last sentences of Section 3.5.(d)).

(j)    Payment Obligation of Revolving Lenders. Each Revolving Lender severally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, on demand in immediately available funds in Dollars the amount of such Lender’s Revolving Commitment Percentage of each drawing paid by the Issuing Bank under each Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to the immediately preceding subsection (d); provided, however, that in respect of any drawing under any Letter of Credit, the maximum amount that any Revolving Lender shall be required to fund, whether as a Revolving Loan or as a participation, shall not exceed such Lender’s Revolving Commitment Percentage of such drawing except as otherwise provided in Section 3.9.(d). If the notice referenced in the second sentence of Section 2.3.(e) is received by a Revolving Lender not later than 11:00 a.m. Eastern time, then such Revolving Lender shall make such payment available to the Administrative Agent not later than 2:00 p.m. Eastern time on the date of demand therefor; otherwise, such payment shall be made available to the Administrative Agent not later than 1:00 p.m. Eastern time on the next succeeding Business Day. Each Revolving Lender’s obligation to make such payments to the Administrative Agent under this subsection, and the Administrative Agent’s right to receive the same for the account of the Issuing Bank, shall be absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including without limitation, (i) the failure of any other Revolving Lender to make its payment under this subsection, (ii) the financial condition of the Borrower or any other Loan Party, (iii) the existence of any Default or Event of Default, including any Event of Default described in Section 11.1.(e) or (f), or (iv) the termination of the Revolving Commitments. Each such payment to the Administrative Agent for the account of the Issuing Bank shall be made without any offset, abatement, withholding or deduction whatsoever.

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

Section 2.4. Rates and Payment of Interest on Loans.

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

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

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

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Notwithstanding the foregoing, while an Event of Default specified in Sections 11.1.(a), 11.1.(e) or 11.1.(f) exists or, if required by the Requisite Lenders, while any other Event of Default exists, the Borrower shall pay to the Administrative Agent for the account of each Lender and the Issuing Bank, as the case may be, interest at the Post-Default Rate on the outstanding principal amount of any Loans made by such Lender, on all Reimbursement Obligations and on any other amount payable by the Borrower hereunder or under the Notes held by such Lender to or for the account of such Lender (including without limitation, accrued but unpaid interest to the extent permitted under Applicable Law).

(b)    Payment of Interest. All accrued and unpaid interest on the outstanding principal amount of each Loan shall be payable (i) in the case of a Base Rate Loan, quarterly in arrears on the first day of each calendar quarter, (ii) in the case of a LIBOR Loan, in arrears on the last day of each Interest Period therefor, and, if such Interest Period is longer than three months, at three-month intervals following the first day of such Interest Period and (iii) on any date on which the principal balance of such Loan is due and payable in full (whether at maturity, due to acceleration or otherwise). Interest payable at the Post-Default Rate shall be payable from time to time on demand. All determinations by the Administrative Agent of an interest rate hereunder shall be conclusive and binding on the Lenders and the Borrower for all purposes, absent manifest error.

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

Section 2.5. Number of Interest Periods.

There may be no more than twelve (12) different Interest Periods for LIBOR Loans outstanding at the same time.

Section 2.6. Repayment of Loans.

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

(b)    Term Loans. The Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Term Loans on the Term Loan Maturity Date.

Section 2.7. Prepayments.

(a)    Optional. Subject to Section 5.4., the Borrower may prepay any Loan at any time without premium or penalty. The Borrower shall give the Administrative Agent at least 3 Business Days prior written notice of the prepayment of any Loan. Each voluntary prepayment of Loans shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess thereof.

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(b)    Mandatory.

(i)    Revolving Commitment Overadvance. If at any time the aggregate principal amount of all outstanding Revolving Loans, together with the aggregate amount of all Letter of Credit Liabilities, exceeds the aggregate amount of the Revolving Commitments, the Borrower shall immediately upon demand pay to the Administrative Agent for the account of the Lenders then holding Revolving Commitments (or if the Revolving Commitments have been terminated, then holding outstanding Revolving Loans and/or Letter of Credit Liabilities), the amount of such excess.

(ii)    Maximum Availability Overadvance. If at any time the aggregate principal amount of all outstanding Loans, together with the aggregate amount of all Letter of Credit Liabilities, exceeds the Maximum Availability, the Borrower shall within 5 days of the Borrower obtaining knowledge of the occurrence of any such excess, deliver to the Administrative Agent for prompt distribution to each Lender a written plan to eliminate such excess. Such excess shall be paid (unless otherwise eliminated) within 15 days of the Borrower obtaining knowledge of the occurrence thereof or by the date specified in the Borrower’s written plan to the extent such plan is acceptable to all of the Lenders. Notwithstanding the foregoing, to the extent such excess was caused by a change in the Applicable Mortgage Constant and the Applicable Mortgage Constant exceeds 14% for 14 consecutive days, then, until the date that the Applicable Mortgage Constant falls below 14%, the Applicable Mortgage Constant for purposes of this Section shall be deemed to be an average of the Applicable Mortgage Constant for each day determined for the 30 day period ending on such date of determination.

(iii)    Application of Mandatory Prepayments. Amounts paid under the preceding subsections (b)(i) and (b)(ii) shall be applied to pay all amounts of principal outstanding on the Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations. If the Borrower is required to pay any outstanding LIBOR Loans or LIBOR Margin Loans by reason of this Section prior to the end of the applicable Interest Period therefor, the Borrower shall pay all amounts due under Section 5.4.

Section 2.8. Continuation.

So long as no Default or Event of Default exists, the Borrower may on any Business Day, with respect to any LIBOR Loan, elect to maintain such LIBOR Loan or any portion thereof as a LIBOR Loan by selecting a new Interest Period for such LIBOR Loan. Each Continuation of a LIBOR Loan shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount, and each new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Administrative Agent a Notice of Continuation not later than 9:00 a.m. Eastern time on the third Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation, (b) the LIBOR Loans and portions thereof subject to such Continuation and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender of the proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any LIBOR Loan in accordance with this Section or, if a Default or Event of Default

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exists at the end of an Interest Period for a LIBOR Loan, such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding the first sentence of Section 2.9. or the Borrower’s failure to comply with any of the terms of such Section.

Section 2.9. Conversion.

The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Loan of one Type into a Loan of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 9:00 a.m. Eastern time 3 Business Days prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Section 2.10. Notes.

(a)    Notes. Except in the case of a Revolving Lender that has notified the Administrative Agent in writing that it elects not to receive a Revolving Note, the Revolving Loans made by each Revolving Lender shall, in addition to this Agreement, also be evidenced by a Revolving Note, payable to the order of such Revolving Lender in a principal amount equal to the amount of its Revolving Commitment as originally in effect and otherwise duly completed. Except in the case of a Term Loan Lender that has notified the Administrative Agent in writing that it elects not to receive a Term Note, the Term Loan made by a Term Loan Lender shall, in addition to this Agreement, also be evidenced by a Term Note, payable to the order of such Term Loan Lender in a principal amount equal to the amount of its Term Loan and otherwise duly completed.

(b)    Records. The date, amount, interest rate, Type and duration of Interest Periods (if applicable) of each Loan made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and such entries shall be binding on the Borrower absent manifest error; provided, however, that (i) the failure of a Lender to make any such record shall not affect the obligations of the Borrower under any of the Loan Documents and (ii) if there is a discrepancy between such records of a Lender and the statements of accounts maintained by the Administrative Agent pursuant to Section 3.8., in the absence of manifest error, the statements of account maintained by the Administrative Agent pursuant to Section 3.8. shall be controlling.

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

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Section 2.11. Voluntary Reductions of the Revolving Commitment.

The Borrower shall have the right to terminate or reduce the aggregate unused amount of the Revolving Commitments (for which purpose use of the Revolving Commitments shall be deemed to include the aggregate amount of all Letter of Credit Liabilities) at any time and from time to time without penalty or premium upon not less than 5 Business Days prior written notice to the Administrative Agent of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of the Revolving Commitments shall not be less than $5,000,000 and integral multiples of $1,000,000 in excess of that amount in the aggregate) and shall be irrevocable once given and effective only upon receipt by the Administrative Agent (“Commitment Reduction Notice”); provided, however, the Borrower may not reduce the aggregate amount of the Revolving Commitments below $75,000,000 unless the Borrower is terminating the Revolving Commitments in full. Promptly after receipt of a Commitment Reduction Notice the Administrative Agent shall notify each Revolving Lender of the proposed termination or Revolving Commitment reduction. The Revolving Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated. The Borrower shall pay all interest and fees on the Revolving Loans accrued to the date of such reduction or termination of the Revolving Commitments to the Administrative Agent for the account of the Revolving Lenders, including but not limited to any applicable compensation due to each Revolving Lender in accordance with Section 5.4.

Section 2.12. Extension of Termination Date.

The Borrower shall have the right, exercisable two (2) times, to request that the Administrative Agent and the Lenders agree to extend either or both of the Revolving Termination Date and Term Loan Maturity Date by one year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 days but not more than 180 days prior to the current Revolving Termination Date and/or Term Loan Maturity Date, as applicable, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Revolving Lenders and/or Term Loan Lenders, as applicable, if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date and/or the Term Loan Maturity Date, as applicable, shall be extended for one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, and (y) the Borrower shall have paid the Fees payable under Section 3.5.(b). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Section 2.13. Amount Limitations.

Notwithstanding any other term of this Agreement or any other Loan Document, no Lender shall be required to make a Loan, the Issuing Bank shall not be required to issue a Letter of Credit and no

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reduction of the Revolving Commitments pursuant to Section 2.11. shall take effect, if immediately after the making of such Loan, the issuance of such Letter of Credit or such reduction in the Revolving Commitments:

(a)    the aggregate principal amount of all outstanding Revolving Loans, together with the aggregate amount of all Letter of Credit Liabilities, would exceed the aggregate amount of the Revolving Commitments at such time; or

(b)    the aggregate principal amount of all outstanding Loans, together with aggregate amount of all Letter of Credit Liabilities, would exceed the Maximum Availability at such time.

Section 2.14. Increase in Revolving Commitments.

The Borrower shall have the right at any time and from time to time on not more than 2 different occasions during the period from the Effective Date to but excluding the Revolving Termination Date to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $200,000,000 less the amount of any reduction of the Revolving Commitments effected pursuant to Section 2.11. Each such increase in the Revolving Commitments must be in the aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders, such Lenders to be mutually agreed upon by the Administrative Agent and the Borrower and any approval of a Lender suggested by one shall not be unreasonably withheld, conditioned or delayed by the other. No Revolving Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.3.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects

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(except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

ARTICLE III. PAYMENTS, FEES AND OTHER GENERAL PROVISIONS

Section 3.1. Payments.

(a)    Payments by Borrower. Except to the extent otherwise provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrower under this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim, to the Administrative Agent at the Principal Office, not later than 2:00 p.m. Eastern time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 11.5., the Borrower shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrower hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of the Issuing Bank under this Agreement shall be paid to the Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by the Issuing Bank to the Administrative Agent from time to time, for the account of the Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or the Issuing Bank, as the case may be, within one Business Day of receipt of such amounts, the Administrative Agent shall pay interest on such amount until paid at a rate per annum equal to the Federal Funds Rate from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable to such payment for the period of such extension.

(b)    Presumptions Regarding Payments by Borrower. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Lender or the Issuing Bank, as the case may be, the amount due. In such

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event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent on demand that amount so distributed to such Lender or the Issuing Bank, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Section 3.2. Pro Rata Treatment.

Except to the extent otherwise provided herein: (a) each borrowing from the Revolving Lenders under Sections 2.1.(a) and 2.3.(e) shall be made from the Revolving Lenders and each payment of the fees under Sections 3.5.(b)(i), 3.5.(c), and the first sentence of 3.5.(d) shall be made for the account of the Revolving Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11. shall be applied to the respective Revolving Commitments of the Revolving Lenders, pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans shall be made for the account of the Revolving Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that, subject to Section 3.9., if immediately prior to giving effect to any such payment in respect of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Revolving Lenders pro rata in accordance with their respective Revolving Commitments in effect at the time such Revolving Loans were made, then such payment shall be applied to the Revolving Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Revolving Loans being held by the Revolving Lenders pro rata in accordance with their respective Revolving Commitments; (c) the making of Term Loans under Section 2.2.(a) shall be made from the Term Loan Lenders pro rata according to the amounts of their respective Term Loan Commitments; (d) each payment or prepayment of principal of Term Loans and each payment of fees under Section 3.5.(b)(ii) shall be made for the account of the Term Loan Lenders pro rata in accordance with the respective unpaid principal amounts of the Term Loans held by them; (e) each payment of interest on Revolving Loans or Term Loans shall be made for the account of the Revolving Lenders or Term Loan Lenders, as applicable, pro rata in accordance with the amounts of interest on such Revolving Loans or Term Loans, as applicable, then due and payable to the respective Lenders; (f) the making, Conversion and Continuation of Revolving Loans or Term Loans of a particular Type (other than Conversions provided for by Sections 5.1.(c) and 5.5.) shall be made pro rata among the Revolving Lenders or Term Loan Lenders, as applicable, according to the amounts of their respective Revolving Loans or Term Loans, as applicable, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (g) the Revolving Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.3., shall be in accordance with their respective Revolving Commitment Percentages.

Section 3.3. Sharing of Payments, Etc.

If a Lender shall obtain payment of any principal of, or interest on, any Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment, if in respect of a Revolving Loan should be distributed to the Revolving Lenders or if in respect of a Term Loan to the Term Loan Lenders, in each case, in accordance with Section 3.2. or Section 11.5., as applicable, such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Revolving Loans and or Term Loans, as applicable, made by the other Lenders or other Obligations owed to such other

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Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.5., as applicable. To such end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Section 3.4. Several Obligations.

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

Section 3.5. Fees.

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

(b)    Extension Fee.

(i)    If the Borrower exercises its right to extend the Revolving Termination Date in accordance with Section 2.12., the Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a fee equal to 0.125% of the amount of such Revolving Lender’s Revolving Commitment (whether or not utilized). Such fee shall be due and payable in full on the date the Administrative Agent receives the Extension Request pursuant to such Section.

(ii)    If the Borrower exercises its right to extend the Term Loan Maturity Date in accordance with Section 2.12., the Borrower agrees to pay to the Administrative Agent for the account of each Term Loan Lender a fee equal to 0.125% of the outstanding principal amount of such Term Loan Lender’s Term Loan on the effective date of such Extension. Such fee shall be due and payable in full on the date the Administrative Agent receives the Extension Request pursuant to such Section.

(c)    Facility Fees. During the period from the Effective Date to but excluding the Revolving Termination Date, the Borrower agrees to pay to the Administrative Agent for the account of the Revolving Lenders an unused facility fee equal to (i) the average daily amount by which the aggregate amount of the Revolving Commitments exceeds the aggregate outstanding principal balance of Revolving Loans and Letter of Credit Liabilities multiplied by (ii) the Applicable Facility Fee. Such fee shall be payable quarterly in arrears on the first day of each January, April, July and October during the term of this Agreement and on the Revolving Termination Date or any earlier date of termination of the Revolving Commitments or reduction of the Revolving Commitments to zero.

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(d)    Letter of Credit Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a letter of credit fee at a rate per annum equal to the Applicable Margin for LIBOR Loans times the daily average Stated Amount of each Letter of Credit for the period from and including the date of issuance of such Letter of Credit (x) to and including the date such Letter of Credit expires or is cancelled or terminated or (y) to but excluding the date such Letter of Credit is drawn in full. In addition to such fees, the Borrower shall pay to the Issuing Bank solely for its own account, a fronting fee in respect of each Letter of Credit at the time such Letter Credit is issued and at any time that such Letter of Credit is extended equal to one-eighth of one percent (0.125%) percent of the initial Stated Amount of such Letter of Credit at the time of the issuance or extension of such Letter of Credit, as applicable. The fees provided for in this subsection shall be nonrefundable and payable, in the case of the fee provided for in the first sentence, in arrears (i) quarterly on the first day of January, April, July and October, (ii) on the Revolving Termination Date, (iii) on the date the Revolving Commitments are terminated or reduced to zero and (iv) thereafter from time to time on demand of the Administrative Agent. The Borrower shall pay directly to the Issuing Bank from time to time on demand all commissions, charges, costs and expenses in the amounts customarily charged or incurred by the Issuing Bank from time to time in like circumstances with respect to the issuance, amendment, renewal or extension of any Letter of Credit or any other transaction relating thereto.

(e)    Administrative and Other Fees. The Borrower agrees to pay the administrative and other fees of the Administrative Agent as agreed to in writing from time to time by the Borrower and the Administrative Agent.

Section 3.6. Computations.

Unless otherwise expressly set forth herein, any accrued interest on any Loan, any Fees or any other Obligations due hereunder shall be computed on the basis of a year of 360 days (or 365 days in the case of Base Rate Loans) and the actual number of days elapsed.

Section 3.7. Usury.

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

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Section 3.8. Statements of Account.

The Administrative Agent will account to the Borrower periodically, but no less than once every fiscal quarter, with a statement of Loans, accrued interest and Fees, charges and payments made pursuant to this Agreement and the other Loan Documents, and such account rendered by the Administrative Agent shall be deemed conclusive upon the Borrower absent manifest error. The failure of the Administrative Agent to deliver such a statement of accounts shall not relieve or discharge the Borrower from any of its obligations hereunder.

Section 3.9. Defaulting Lenders.

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

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

(b)    Defaulting Lender Waterfall. Any payment of principal, interest, Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article XI. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.4. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank hereunder; third, to Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or the Issuing Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.3.(j) in respect of Letters of Credit, in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article VI. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Liabilities owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Liabilities owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Liabilities are held by the Revolving Lenders pro rata in accordance with their respective Revolving

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Commitment Percentages (determined without giving effect to the immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(c)    Certain Fees.

(i)    No Defaulting Lender shall be entitled to receive any Fee payable under Section 3.5.(c) with respect to its Revolving Commitment for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee to such Defaulting Lender that otherwise would have been required to have been paid to that Defaulting Lender).

(ii)    Each Defaulting Lender shall be entitled to receive the Fee payable under Section 3.5.(d) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Revolving Commitment Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to the immediately following subsection (e).

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

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

(e)    Cash Collateral.

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

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(ii)    At any time that there shall exist a Defaulting Lender with a Revolving Commitment, within 1 Business Day following the written request of the Administrative Agent or the Issuing Bank (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to the immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the aggregate Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time.

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

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

(v)    Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this subsection following (x) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Revolving Lender), or (y) the determination by the Administrative Agent and the Issuing Bank that there exists excess Cash Collateral; provided that, subject to the immediately preceding subsection (b), the Person providing Cash Collateral and the Issuing Bank may (but shall not be obligated to) agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

(f)    Defaulting Lender Cure. If the Borrower, the Administrative Agent, and the Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, if it is a Revolving Lender, purchase at par that portion of outstanding Revolving Loans of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Revolving Lenders in accordance with their respective Revolving Commitment Percentages (determined without giving effect to the subsection (d) of this Section) and if it is a Term Loan Lender, purchase at par that portion of outstanding

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Term Loans of the other Term Loan Lenders or take such other actions as the Administrative Agent may determine to be necessary cause the Term Loans to be held pro rata by the Term Loan Lenders in accordance with the respective unpaid principal amounts of the Term Loans held by them whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to Fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

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

(h)    Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Revolving Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.6.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Revolving Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.6.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding Section 13.6.(b), shall pay to the Administrative Agent an assignment fee in the amount of $5000. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenders, except the Defaulting Lender as set forth in the immediately preceding sentence.

Section 3.10. Taxes; Foreign Lenders.

(a)    Taxes Generally. All payments by the Borrower of principal of, and interest on, the Loans and all other Obligations shall be made free and clear of and without deduction for any present or future excise, stamp or other taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding (i) franchise taxes, (ii) any taxes (other than withholding taxes) that would not be imposed but for a connection between the Administrative Agent or a Lender and the jurisdiction imposing such taxes (other than a connection arising solely by virtue of the activities of the Administrative Agent or such Lender pursuant to or in respect of this Agreement or any other Loan Document), (iii) any taxes imposed on or measured by any Lender’s assets, net income, receipts or branch profits, (iv) any taxes arising after the Agreement Date solely as a result of or attributable to a Lender changing its designated Lending Office after the date such Lender becomes a party hereto, and (v) any taxes imposed by Sections 1471 through Section 1474 of the Internal Revenue Code (including any official interpretations thereof, collectively “FATCA”) on any “withholdable payment” payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements as set forth in FATCA after December 31, 2012 (such non-excluded items being collectively called “Taxes”). If any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Taxes pursuant to any Applicable Law, then the Borrower will:

(i)    pay directly to the relevant Governmental Authority the full amount required to be so withheld or deducted;

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(ii)    promptly forward to the Administrative Agent an official receipt or other documentation satisfactory to the Administrative Agent evidencing such payment to such Governmental Authority; and

(iii)    pay to the Administrative Agent for its account or the account of the applicable Lender such additional amount or amounts as is necessary to ensure that the net amount actually received by the Administrative Agent or such Lender will equal the full amount that the Administrative Agent or such Lender would have received had no such withholding or deduction been required.

(b)    Tax Indemnification. If the Borrower fails to pay any Taxes when due to the appropriate Governmental Authority or fails to remit to the Administrative Agent, for its account or the account of the respective Lender, as the case may be, the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental Taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. For purposes of this Section, a distribution hereunder by the Administrative Agent or any Lender to or for the account of any Lender shall be deemed a payment by the Borrower.

(c)    Tax Forms. Prior to the date that any Lender or Participant organized under the laws of a jurisdiction other than the United States of America becomes a party hereto, such Person shall deliver to the Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax under the Internal Revenue Code. Each such Lender or Participant shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrower or the Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrower or the Administrative Agent. The Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Lender or Participant that is organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes or the Administrative Agent, if it is organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes, if such Lender, such Participant or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Lender or Participant, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from such payment to such Lender such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

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(d)    USA Patriot Act Notice; Compliance. In order for the Administrative Agent to comply with the USA Patriot Act of 2001 (Public Law 107-56), prior to any Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America becoming a party hereto, the Administrative Agent may request, and such Lender or Participant shall provide to the Administrative Agent, its name, address, tax identification number and/or such other identification information as shall be necessary for the Administrative Agent to comply with federal law.

ARTICLE IV. BORROWING BASE PROPERTIES

Section 4.1. Eligibility of Properties.

(a)    Initial Borrowing Base Assets. As of the date hereof, the Lenders have approved for inclusion in calculations of the Borrowing Base (i) the Properties identified on Schedule 4.1., as well as the Unencumbered Eligible Property Value initially attributable to each such Property and the (ii) Mortgage Receivables identified on such Schedule.

(b)    Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that any additional Eligible Property be included in calculations of the Borrowing Base, the Borrower shall so notify the Administrative Agent in writing and provide the Administrative Agent with the following, in form and substance reasonably satisfactory to the Administrative Agent:

(i)    An operating statement for such Property certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP, if available, and otherwise in accordance with tax basis accounting principles, for the previous two fiscal years and for the current fiscal year through the fiscal quarter most recently ended to the extent available if such Property was acquired by the Borrower or a Subsidiary within the last 2 years;

(ii)    A pro-forma operating statement or an operating budget for such Property for the current and immediately following fiscal year; provided, however, if such Property is subject to a Triple Net Lease, then only a 12-month forward rent roll shall be required;

(iii)    An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, survey, current occupancy rate and physical condition of such Property and (B) the current and projected condition of the regional market and specific submarket in which such Property is located, prepared by the Borrower, CoStar Group, Inc. or another similar market analysis company reasonably acceptable to the Administrative Agent;

(iv)    A “Phase I” environmental assessment of such Property not more than 12 months old (or if such Property was previously subject to a Lien to secure Indebtedness of the Borrower or a Subsidiary and such Indebtedness was later satisfied in order to include such Property in the Borrowing Base, the most recently obtained “Phase I” obtained by the Borrower or a Subsidiary, so long as such “Phase I” was obtained within 3 years of the date of notification by the Borrower under this Section 4.1.(b), or such longer period, not to exceed 6 years of the date of notification by the Borrower under this Section 4.1(b), as approved by the Administrative Agent in its reasonable discretion, and the Borrower certifies that the representation set forth in Section 7.1.(o) is true and correct as of the date of such notification), which report has been prepared by Environmental Management Group or another environmental engineering firm acceptable to the Administrative Agent, such acceptance not to be unreasonably withheld, conditioned or delayed, including any “Phase II” environmental assessment prepared or recommended by such environmental engineering firm to be prepared for such Property;

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(v)    A Borrowing Base Certificate that includes the Unencumbered Eligible Property Value of such Property;

(vi)    To the extent the owner of such Property is not the Borrower or already party to the Guaranty, such deliveries as are required pursuant to Section 8.12 hereof (which items shall be delivered, and such Subsidiary shall become a Guarantor, prior to the date such Property is included as a Borrowing Base Property); and

(vi)    Such other information the Administrative Agent may reasonably request in order to confirm that the Property is an Eligible Property.

Upon the Administrative Agent’s receipt of all of the foregoing items which shall be in form and substance reasonably satisfactory to the Administrative Agent, such Property shall be deemed to be a Borrowing Base Property.

(c)    Nonconforming Properties. If a Property which the Borrower wants to have included in calculations of the Borrowing Base does not satisfy the requirements of an Eligible Property, the Borrower may by written notice to the Administrative Agent request that the Lenders nevertheless include such Property as a Borrowing Base Property. Such written notice shall set forth in a manner reasonably acceptable to the Administrative Agent a detailed description of each criteria set forth in the definition of Eligible Property which such Property fails to satisfy and the extent or manner in which it failed to satisfy such criteria (the “Nonconforming Features”). The Administrative Agent shall forward any such notice to the Lenders promptly upon receipt. In connection therewith, the Borrower shall deliver the information required by the immediately preceding subsection (b) to each of the Lenders. A Property shall become a Borrowing Base Property under this subsection only upon the approval of the Requisite Lenders, such approval not to be unreasonably withheld, conditioned or delayed.

(d)    Additional Unencumbered Mortgage Receivables. If after the Effective Date the Borrower desires that any additional Mortgage Receivable be included in calculations of the Borrowing Base, the Borrower shall so notify the Administrative Agent in writing and provide the Administrative Agent with the following, in form and substance reasonably satisfactory to the Administrative Agent:

(i)    Copies of the documents, instruments and agreements evidencing such Mortgage Receivable;

(ii)    Evidence reasonably satisfactory to the Administrative Agent that (x) the Lien securing such Mortgage Receivable is a first priority Lien and (y) establishes the amount of Indebtedness secured by the Lien securing such Mortgage Receivable and the Value of the property encumbered by such Lien;

(iii)     A Borrowing Base Certificate that includes the amount of such Mortgage Receivable; and

(iii)    Such other information the Administrative Agent may reasonably request in order to confirm that the Mortgage Receivable qualifies as an Unencumbered Mortgage Receivable.

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Upon the Administrative Agent’s receipt of all of the foregoing items, such Mortgage Receivable shall be deemed to be an Unencumbered Mortgage Receivable.

Section 4.2. Release of Properties.

From time to time the Borrower may request, upon not less than 10 days prior written notice to the Administrative Agent (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion), that a Borrowing Base Asset be no longer considered a Borrowing Base Asset, which release (a “Property Release”) shall be effected by the Administrative Agent if the Administrative Agent determines all of the following conditions are satisfied as of the date of such Property Release:

(a)    No Default or Event of Default exists or will exist immediately after giving effect to such Property Release and the reduction in the Borrowing Base by reason of such Property Release;

(b)    The representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) immediately prior to and after giving effect to such Property Removal with the same force and effect as if made on and as of such date except to the extent (i) that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date), and (ii) of changes in factual circumstances resulting from transactions permitted by the Loan Documents;

(c)    The Borrower shall have delivered to the Administrative Agent a Borrowing Base Certificate and Compliance Certificate demonstrating on a pro forma basis, and the Administrative Agent shall have determined to its reasonable satisfaction, that after giving effect to such request and any prepayment of the Loans or other Indebtedness to be made and/or the acceptance of any Property, Mortgage Receivable or cash or cash equivalents as an additional or replacement Borrowing Base Asset to be given concurrently with such request, that the Borrower will be in compliance with the covenants set forth in Section 10.1. after giving effect to the Property Release; and

(d)    After giving effect to such Property Release, the number of Borrowing Base Properties shall be at least 35, and the aggregate Unencumbered Eligible Property Values of such Borrowing Base Properties shall be at least $150,000,000. Delivery by the Borrower to the Administrative Agent of a request for a Property Release shall constitute a representation by the Borrower that the matters set forth in the immediately preceding clauses (a) and (b) (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Section 4.3. Frequency of Calculations of Borrowing Base.

Initially, the Borrowing Base shall be the amount set forth as such in the Borrowing Base Certificate delivered under Section 6.1. Thereafter, the Borrowing Base shall be the amount set forth as such in the Borrowing Base Certificate delivered from time to time under Sections 4.1., 4.2.(c) and 9.4.(d). Any increase in the Unencumbered Eligible Property Value of a Borrowing Base Property shall become effective as of the next determination of the Borrowing Base as provided in this Section.

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ARTICLE V. YIELD PROTECTION, ETC.

Section 5.1. Additional Costs; Capital Adequacy.

(a)    Capital Adequacy. If any Lender determines that compliance with any law or regulation or with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender, or any corporation controlling such Lender, as a consequence of, or with reference to, such Lender’s Commitments or its making or maintaining Loans below the rate which such Lender or such corporation controlling such Lender could have achieved but for such compliance (taking into account the policies of such Lender or such corporation with regard to capital), then the Borrower shall, from time to time, within thirty (30) days after written demand by such Lender, pay to such Lender additional amounts sufficient to compensate such Lender or such corporation controlling such Lender to the extent that such Lender determines such increase in capital is allocable to such Lender’s obligations hereunder.

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

(c)    Lender’s Suspension of LIBOR Loans. Without limiting the effect of the provisions of the immediately preceding subsections (a) and (b), if by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender that includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender that includes LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 5.5. shall apply).

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

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

(f)    Delay in Requests. Failure or delay on the part of the Administrative Agent, any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s or such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent, a Lender or Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than 120 days prior to the date that the Administrative Agent or such Lender or Issuing Bank, as the case may be, notifies the Borrower of the event giving rise to such increased costs or reductions, and of the Administrative Agent’s or such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the 120 day period referred to above shall be extended to include the period of retroactive effect thereof).

Section 5.2. Suspension of LIBOR Loans.

Anything herein to the contrary notwithstanding, if, on or prior to the determination of Adjusted LIBOR for any Interest Period:

(a)    the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein or is otherwise unable to determine LIBOR or Adjusted LIBOR; or

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(b)    the Administrative Agent reasonably determines (which determination shall be conclusive) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are not likely to adequately cover the cost to any Lender of making or maintaining LIBOR Loans for such Interest Period;

then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans, and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either prepay such Loan or Convert such Loan into a Base Rate Loan.

Section 5.3. Illegality.

Notwithstanding any other provision of this Agreement, if any Lender shall determine (which determination shall be conclusive and binding) that it is unlawful for such Lender to honor its obligation to make or maintain LIBOR Loans hereunder, then such Lender shall promptly notify the Borrower thereof (with a copy of such notice to the Administrative Agent) and such Lender’s obligation to make or Continue, or to Convert Loans of any other Type into, LIBOR Loans shall be suspended, in each case, until such time as such Lender may again make and maintain LIBOR Loans (in which case the provisions of Section 5.5. shall be applicable).

Section 5.4. Compensation.

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

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

(b)    any failure by the Borrower for any reason (including, without limitation, the failure of any of the applicable conditions precedent specified in Article 6.2. to be satisfied) to borrow a LIBOR Loan from such Lender on the date for such borrowing, or to Convert a Base Rate Loan into a LIBOR Loan or Continue a LIBOR Loan on the requested date of such Conversion or Continuation.

Not in limitation of the foregoing, such compensation shall include, without limitation, in the case of a LIBOR Loan, an amount equal to the then present value of (A) the amount of interest that would have accrued on such LIBOR Loan for the remainder of the Interest Period at the rate applicable to such LIBOR Loan, less (B) the amount of interest that would accrue on the same LIBOR Loan for the same period if LIBOR were set on the date on which such LIBOR Loan was repaid, prepaid or Converted or the date on which the Borrower failed to borrow, Convert or Continue such LIBOR Loan, as applicable, calculating present value by using as a discount rate equal to Adjusted LIBOR quoted on such date. Upon the Borrower’s request, the Administrative Agent shall provide the Borrower with a statement setting forth the basis for requesting such compensation and the method for determining the amount thereof. Any such statement shall be conclusive absent manifest error.

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Section 5.5. Treatment of Affected Loans.

If the obligation of any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 5.1.(c), Section 5.2. or Section 5.3. then such Lender’s LIBOR Loans shall be automatically Converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for LIBOR Loans (or, in the case of a Conversion required by Section 5.1.(c), Section 5.2., or Section 5.3. on such earlier date as such Lender may specify to the Borrower with a copy to the Administrative Agent) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 5.1., Section 5.2. or Section 5.3. that gave rise to such Conversion no longer exist:

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

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

If such Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 5.1.(c), 5.2. or 5.3. that gave rise to the Conversion of such Lender’s LIBOR Loans pursuant to this Section no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when LIBOR Loans made by other Lenders are outstanding, then such Lender’s Base Rate Loans shall be automatically Converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding LIBOR Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding LIBOR Loans and by such Lender are held pro rata (as to principal amounts, Types and Interest Periods) in accordance with their respective Commitments.

Section 5.6. Affected Lenders.

If (a) a Lender requests compensation pursuant to Section 3.10. or 5.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 5.1.(c) or 5.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 13.6.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.3.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee. Each of the Administrative Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any titled agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to this Agreement (including, without limitation, pursuant to Sections 3.10., 5.1. or 5.4.) with respect to any period up to the date of replacement.

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Section 5.7. Change of Lending Office.

Each Lender agrees that it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate an alternate Lending Office with respect to any of its Loans affected by the matters or circumstances described in Sections 3.10., 5.1. or 5.3. to reduce the liability of the Borrower or avoid the results provided thereunder, so long as such designation is not disadvantageous to such Lender as determined by such Lender in its sole discretion, except that such Lender shall have no obligation to designate a Lending Office located in the United States of America.

Section 5.8. Assumptions Concerning Funding of LIBOR Loans.

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

ARTICLE VI. CONDITIONS PRECEDENT

Section 6.1. Initial Conditions Precedent.

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

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

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

(ii)    Revolving Notes and Term Notes (excluding any Lender that has requested that it not receive Notes) executed by the Borrower, payable to each applicable Lender and complying with the terms of Section 2.10.(a);

(iii)    the Guaranty executed by the Parent and each owner of an Eligible Property (other than the Borrower);

(iv)    an opinion of Tones Vaisey, PLLC, counsel to the Borrower and the other Loan Parties, addressed to the Administrative Agent and the Lenders and covering such matters as the Administrative Agent may reasonably request;

(v)    the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower and the Parent certified as of a recent date by the Secretary of State of the state of formation of such Person and of each other Loan Party certified as true, complete and correct copies by the Secretary or Assistant Secretary (or individual performing similar functions) of each other Loan Party;

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

(vii)    a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation;

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

(ix)    a Borrowing Base Certificate calculated as of June 30, 2012 giving pro forma to the transactions contemplated herein, and demonstrating that after giving effect to all Loans made, and Letters of Credit issued on the Effective Date (together with all other Letter of Credit Liabilities, if any), the Borrower will be in compliance with the limitations set forth in Section 2.13.(b);

(x)    a Compliance Certificate calculated on a pro forma basis for the Parent’s fiscal quarter ending June 30, 2012;

(xi)    evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid;

(xii)    one or more International Swaps and Derivatives Association master agreements executed by the Borrower each in favor of a Lender as of the Agreement Date, including completed Schedules thereto and trade confirmations providing for a floating to fixed interest rate swaps on an aggregate notional amount of at least $80,000,000 in respect of the Term Loans and for a period of at least 3 years (giving effect to any forward starting interest rate swaps), together with evidence of the Borrower’s authority to enter into such agreements;

(xiii)    evidence that all indebtedness, liabilities or obligations owing under the Existing Credit Agreements have been paid in full, all Liens securing such indebtedness, liabilities or obligations have been released, and all commitments under such Existing Credit Agreements have been terminated or expired; and

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

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

(i)    there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and their respective Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect;

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

(iii)    the Parent, the Borrower, the other Loan Parties, and their respective Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any Applicable Law or (B) any material agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound;

(iv)    the Parent, the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); and

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

Without limiting the generality of the provisions of Section 12.5, for purposes of determining compliance with the conditions precedent set forth in this Section 6.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Section 6.2. Conditions Precedent to All Credit Events.

In addition to satisfaction or waiver of the conditions precedent contained in Section 6.1., the obligations of (i) Lenders to make any Loan and (ii) the Issuing Bank to issue Letters of Credit are each subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.13. would occur after giving effect thereto; (b) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties

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expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted hereunder, and (c) in the case of a borrowing of Revolving Loans, the Administrative Agent shall have received a timely Notice of Revolving Loans Borrowing, in the case of the borrowing of the Term Loans, the Administrative Agent shall have received a timely Notice of Term Loans Borrowing, and in the case of the issuance of a Letter of Credit the Issuing Bank and the Administrative Agent shall have received a timely request for the issuance of such Letter of Credit. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made or any Letter of Credit is issued that all conditions to the making of such Loan or issuing of such Letter of Credit contained in this Article VI. have been satisfied.

ARTICLE VII. REPRESENTATIONS AND WARRANTIES

Section 7.1. Representations and Warranties.

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

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

(b)    Ownership Structure. Part I of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. As of the Agreement Date, except as disclosed in such Schedule (A), each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a)(i) and (f) of the definition of the term “Permitted Liens”), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent.

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(c)    Authorization of Loan Documents and Borrowings. The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Parent, the Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which the Parent, the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.

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

(e)    Compliance with Law; Governmental Approvals. Each of the Parent, the Borrower, the other Loan Parties and the other Subsidiaries is in compliance with each Governmental Approval and all other Applicable Laws relating to it except for noncompliances which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate, reasonably be expected to cause a Default or Event of Default or have a Material Adverse Effect.

(f)    Title to Properties; Liens. Part I of Schedule 7.1.(f) is, as of the Agreement Date, a complete and correct listing of all real estate assets of the Parent, the Borrower, each other Loan Party and each other Subsidiary, setting forth, for each such Property, the current occupancy status of such Property and whether such Property is a Development Property and, if such Property is a Development Property, the status of completion of such Property. Each of the Borrower, each other Loan Party and each other Subsidiary has good, marketable and legal title to, or a valid leasehold interest in, its respective assets. As of the Agreement Date, there are no Liens against any assets of any Borrower or any Subsidiary other than Permitted Liens and Liens set forth on Part II of Schedule 7.1.(f).

(g)    Existing Indebtedness; Total Liabilities. Schedule 7.1.(g) is, as of the Agreement Date, a complete and correct listing of all Indebtedness (including all Guarantees) of each of the Parent, the Borrower, the other Loan Parties and the other Subsidiaries, and if such Indebtedness is secured by any Lien, a description of all of the property subject to such Lien. As of the Agreement Date, the Borrower, the other Loan Parties and the other Subsidiaries have materially performed and are in material compliance with all of the terms of such Indebtedness and all instruments and agreements relating thereto, and no event of default, or, to the best of Parent’s and the Borrower’s knowledge, no default or other event or condition which with the giving of notice, the lapse of time, or both, would constitute an event of default, exists with respect to any such Indebtedness.

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(h)    Material Contracts. Schedule 7.1.(h) is, as of the Agreement Date, a true, correct and complete listing of all Material Contracts. Each of the Parent, the Borrower, the other Loan Parties and the other Subsidiaries that is party to any Material Contract has materially performed and is in material compliance with all of the terms of such Material Contract, and no default or event of default, or event or condition which with the giving of notice, the lapse of time, or both, would constitute such a default or event of default, exists with respect to any such Material Contract.

(i)    Litigation. Except as set forth on Schedule 7.1.(i), there are no actions, suits or proceedings pending (nor, to the knowledge of any Loan Party, are there any actions, suits or proceedings threatened, nor is there any basis therefor) against or in any other way relating adversely to or affecting the Parent, the Borrower, any other Loan Party, any other Subsidiary or any of their respective property in any court or before any arbitrator of any kind or before or by any other Governmental Authority which, (i) could reasonably be expected to have a Material Adverse Effect or (ii) in any manner draws into question the validity or enforceability of any Loan Document. There are no strikes, slow downs, work stoppages or walkouts or other labor disputes in progress or threatened relating to, any Loan Party or any other Subsidiary.

(j)    Taxes. All federal, state and other material tax returns of the Parent, the Borrower, each other Loan Party and each other Subsidiary required by Applicable Law to be filed have been duly filed, and all federal, state and other material taxes, assessments and other governmental charges or levies upon, each Loan Party, each other Subsidiary and their respective properties, income, profits and assets which are due and payable have been paid, except any such nonpayment or non-filing which is at the time permitted under Section 8.6. As of the Agreement Date, none of the United States income tax returns of the Parent, the Borrower, any other Loan Party or any other Subsidiary is under audit. All material charges, accruals and reserves on the books of the Borrower, the other Loan Parties and the other Subsidiaries in respect of any taxes or other governmental charges are in accordance with GAAP for all periods ending after September 30, 2011.

(k)    Financial Statements. The Borrower has furnished to each Lender copies of (i) the audited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal years ended December 31, 2010 and December 31, 2011, and the related audited consolidated statements of operations, shareholders’ equity and cash flows for the fiscal years ended on such dates, with the opinion thereon of Dejoy, Knauf & Blood LLP, and (ii) the unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal quarter ended June 30, 2012, and the related unaudited consolidated statements of operations and shareholders’ equity of the Parent and its consolidated Subsidiaries for the two fiscal quarter period ended on such date. Such financial statements (including in each case related schedules and notes) are complete and correct in all material respects and present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the consolidated financial position of the Parent and its consolidated Subsidiaries as at their respective dates and the results of operations and, with respect to the financial statements referenced in clause (i), the cash flow for such periods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments and absence of footnotes). None of the Parent, the Borrower or any of their respective Subsidiaries has on the Agreement Date any material contingent liabilities, liabilities, liabilities for taxes, unusual or long-term commitments or unrealized or forward anticipated losses from any unfavorable commitments that would be required to be set forth in its financial statements or notes thereto, except as referred to or reflected or provided for in said financial statements.

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(l)    No Material Adverse Change; Solvency. Since December 31, 2011, there has been no event, change, circumstance or occurrence that could reasonably be expected to have a Material Adverse Effect. Each of the Parent, the Borrower and the other Loan Parties is Solvent after giving effect to Section 30 of the Guaranty. The Parent, the Borrower, the other Loan Parties and the other Subsidiaries, on a consolidated basis, are Solvent.

(m)    ERISA.

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

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

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

(n)    Absence of Default. None of (i) the Loan Parties is in default under its certificate or articles of incorporation or formation or any material provision of its bylaws, partnership agreement or other similar organizational documents, and (i) the other Subsidiaries of the Parent is in default of any material provision under its certificate or articles of incorporation or formation or any material provision of its bylaws, partnership agreement or other similar organizational documents. No event has occurred, which has not been remedied, cured or waived: (i) which constitutes a Default or an Event of Default; or (ii) which constitutes, or which with the passage of time, the giving of notice, or both, would constitute, a default or event of default by, any Loan Party or any other Subsidiary under any agreement (other than this Agreement) or judgment, decree or order to which any such Person is a party or by which any such Person or any of its respective properties may be bound where such default or event of default could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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(o)    Environmental Laws. Each of the Borrower, each other Loan Party and each other Subsidiary: (i) is in compliance with all Environmental Laws applicable to its business, operations and the Properties, (ii) has obtained all Governmental Approvals which are required under Environmental Laws, and each such Governmental Approval is in full force and effect, and (iii) is in compliance with all terms and conditions of such Governmental Approvals, where with respect to each of the immediately preceding clauses (i) through (iii) the failure to obtain or to comply with could reasonably be expected to have a Material Adverse Effect. Except for any of the following matters that could not reasonably be expected to have a Material Adverse Effect, no Loan Party has any knowledge of, or has received notice of, any past, present, or pending releases, events, conditions, circumstances, activities, practices, incidents, facts, occurrences, actions, or plans that, with respect to any Loan Party or any other Subsidiary, their respective businesses, operations or with respect to the Properties, may: (x) cause or contribute to an actual or alleged violation of or noncompliance with Environmental Laws, (y) cause or contribute to any other potential common-law or legal claim or other liability, or (z) cause any of the Properties to become subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law or require the filing or recording of any notice, approval or disclosure document under any Environmental Law and, with respect to the immediately preceding clauses (x) through (z) is based on or related to the on-site or off-site manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport, removal, clean up or handling, or the emission, discharge, release or threatened release of any wastes or Hazardous Material, or any other requirement under Environmental Law. There is no civil, criminal, or administrative action, suit, demand, claim, hearing, notice, or demand letter, mandate, order, lien, request, investigation, or proceeding pending or, to the Parent’s or the Borrower’s knowledge after due inquiry, threatened, against the Parent, the Borrower, any other Loan Party or any other Subsidiary relating in any way to Environmental Laws which, reasonably could be expected to have a Material Adverse Effect. None of the Properties is listed on or proposed for listing on the National Priority List promulgated pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and its implementing regulations, or any state or local priority list promulgated pursuant to any analogous state or local law. To either the Parent’s or the Borrower’s knowledge, no Hazardous Materials generated at or transported from the Properties are or have been transported to, or disposed of at, any location that is listed or proposed for listing on the National Priority List or any analogous state or local priority list, or any other location that is or has been the subject of a clean-up, removal or remedial action pursuant to any Environmental Law, except to the extent that such transportation or disposal could not reasonably be expected to result in a Material Adverse Effect.

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

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

(r)    Affiliate Transactions. Except as permitted by Section 10.8. or as otherwise set forth on Schedule 7.1.(r), none of the Parent, the Borrower, any other Loan Party or any other Subsidiary is a party to or bound by any agreement or arrangement with any Affiliate.

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(s)    Intellectual Property. Each of the Loan Parties and each other Subsidiary owns or has the right to use, under valid license agreements or otherwise, all patents, licenses, franchises, trademarks, trademark rights, service marks, service mark rights, trade names, trade name rights, trade secrets and copyrights (collectively, “Intellectual Property”) necessary to the conduct of its businesses as specified in Section 7.1(t), without known conflict with any patent, license, franchise, trademark, trademark right, service mark, service mark right, trade secret, trade name, copyright, or other proprietary right of any other Person. No claim has been asserted to any Loan Party or any Subsidiary by any Person with respect to the use of any such Intellectual Property by the Parent, the Borrower, any other Loan Party or any other Subsidiary, or challenging or questioning the validity or effectiveness of any such Intellectual Property, in each case, that could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by the Parent, the Borrower, the other Loan Parties and the other Subsidiaries does not infringe on the rights of any Person, subject to such claims and infringements as do not, in the aggregate, give rise to any liabilities on the part of the Borrower, any other Loan Party or any other Subsidiary that could reasonably be expected to have a Material Adverse Effect.

(t)    Business. As of the Agreement Date, the Parent, the Borrower, the other Loan Parties and the other Subsidiaries are engaged in the business of owning, leasing and financing real estate, together with other business activities incidental thereto.

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

(v)    Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement), complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized). No fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee) a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

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

(x)    OFAC. None of the Parent, the Borrower, any of the other Loan Parties, any of the other Subsidiaries, or to the Parent’s and the Borrower’s knowledge, any other Affiliate of the Parent: (i) is a person named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) available at http://www.treas.gov/offices/enforcement/ofac/index.shtml or as otherwise published from time to time; (ii) is (A) an agency of the government of a country, (B) an organization controlled by a country, or (C) a person resident in a country that is subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/index.shtml, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives any of its assets or operating income from investments in or transactions with any such country, agency, organization or person; and none of the proceeds from any Loan, and no Letter of Credit, will be used to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person.

(y)    REIT Status. The Parent qualifies as, and has elected to be treated as, a REIT and is in compliance with all applicable requirements and conditions imposed under the Internal Revenue Code necessary to allow the Parent to maintain its status as a REIT.

(z)    Borrowing Base Assets. Each of the Properties and other assets included in calculations of the Borrowing Base satisfy all of the requirements contained in the definitions of “Eligible Property”, “Unencumbered Cash” and “Unencumbered Mortgage Receivable”, as applicable, except in the case of a Property to the extent the requirements in the definition of “Eligible Property” were waived by the Requisite Lenders, pursuant to Section 4.1.(c) at the time such Property was included in the Borrowing Base and such Property has not ceased to be a Borrowing Base Property pursuant to the definition thereof.

Section 7.2. Survival of Representations and Warranties, Etc.

All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date, and the date on which any extension of the Revolving Termination Date and/or Term Loan Maturity Date is effectuated pursuant to Section 2.12., the date on which any increase of the Revolving Commitments is effectuated pursuant to Section 2.14., and at and as of the date of the occurrence of each Credit Event, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly and specifically permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Loans and the issuance of Letters of Credit.

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ARTICLE VIII. AFFIRMATIVE COVENANTS

For so long as this Agreement is in effect, the Parent and the Borrower, as applicable, shall comply with the following covenants:

Section 8.1. Preservation of Existence and Similar Matters.

Except as otherwise permitted under Section 10.4., the Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, preserve and maintain its respective existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation and qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization and where the failure to be so authorized and qualified could reasonably be expected to have a Material Adverse Effect.

Section 8.2. Compliance with Applicable Law.

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

Section 8.3. Maintenance of Property.

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

Section 8.4. Conduct of Business.

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, carry on its respective businesses as described in Section 7.1.(t) and not enter into any line of business not otherwise engaged in by the Loan Parties as of the Agreement Date.

Section 8.5. Insurance.

In addition to the requirements of any of the other Loan Documents, the Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, or cause each tenant under a Tenant Lease to, maintain insurance (on a replacement cost basis) with financially sound and reputable insurance companies against such risks and in such amounts as is customarily maintained by Persons engaged in similar businesses or as may be required by Applicable Law. The Borrower shall from time to time deliver to the Administrative Agent upon request a detailed list (together with copies, if requested by the Administrative Agent) of all policies of the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby and/or certificates of property, casualty and flood insurance, in form and substance reasonably satisfactory to the Administrative Agent.

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Section 8.6. Payment of Taxes and Claims.

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, pay and discharge (a) prior to delinquency, all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any properties belonging to it, and (b) within 10 days of the date due, all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, could reasonably be expected to become a Lien on any properties of such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings which operate to suspend the collection thereof and for which adequate reserves have been established on the books of such Person in accordance with GAAP for all periods ending after September 30, 2011.

Section 8.7. Books and Records; Inspections.

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, keep proper books of record and account in which materially complete, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, permit representatives of the Administrative Agent or any Lender, upon three (3) Business Days’ prior written notice to the Borrower (provided that if a Default or Event of Default has occurred and is continuing, such written notice shall not be required), to visit, subject to the rights of tenants under Tenant Leases (so long as such rights do not consist of restrictions on a Lender’s right to visit a property imposed to avoid compliance with this Section), and inspect any of such Loan Parties’ or Subsidiaries’ respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants (in the presence of an officer of the Parent if an Event of Default does not then exist), all at such reasonable times during business hours and as often as may reasonably be requested and so long as no Event of Default exists, with reasonable prior notice. The Borrower shall be obligated to reimburse the Administrative Agent and the Lenders for their costs and expenses incurred in connection with the exercise of their rights under this Section only if such exercise occurs while a Default or Event of Default exists. If requested by the Administrative Agent, the Parent and the Borrower shall execute an authorization letter addressed to its accountants authorizing the Administrative Agent or any Lender to discuss the financial affairs of the Parent, the Borrower, any other Loan Party or any other Subsidiary with the Borrower’s accountants.

Section 8.8. Use of Proceeds.

The Borrower will use the proceeds of Loans to finance capital expenditures, to acquire properties, to repay Indebtedness of the Borrower and its Subsidiaries, to provide for the general working capital needs of the Borrower and its Subsidiaries and for other general corporate purposes of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any such margin stock.

Section 8.9. Environmental Matters.

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, comply with all Environmental Laws the failure with which to comply could reasonably be

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expected to have a Material Adverse Effect. The Parent and the Borrower shall comply, and shall cause each other Loan Party and each other Subsidiary to comply, and the Borrower shall use, and shall cause each other Loan Party and each other Subsidiary to use, commercially reasonable efforts to cause all other Persons occupying, using or present on the Properties to comply, with all Environmental Laws the failure with which to comply could reasonably be expected to have a Material Adverse Effect. The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, promptly take all actions and pay or arrange to pay all costs necessary for it and for the Properties to comply all Environmental Laws and all Governmental Approvals (including actions to remove and dispose of all Hazardous Materials and to clean up the Properties as required under Environmental Laws), in each case, the failure with which to comply could reasonably be expected to have a Material Adverse Effect. The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, promptly take all actions necessary to prevent the imposition of any Liens on any of their respective properties arising out of or related to any Environmental Laws. Nothing in this Section shall impose any obligation or liability whatsoever on the Administrative Agent or any Lender.

Section 8.10. Further Assurances.

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

Section 8.11. Material Contracts.

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, duly and punctually perform and comply with any and all material representations, warranties, covenants and agreements expressed as binding upon any such Person under any Material Contract. Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, do or knowingly permit to be done anything to impair materially the value of any of the Material Contracts.

Section 8.12. Additional Guarantors.

(a)    Within a reasonable period of time (such period not to exceed 45 days) following the date that a Subsidiary of the Borrower first becomes the owner of an Eligible Property and if such Subsidiary still owns an Eligible Property on the date the following is required to be satisfied (such Subsidiary, a “Property Subsidiary”), the Borrower shall deliver to the Administrative Agent each of the following, in form and substance satisfactory to the Administrative Agent, for such Property Subsidiary and for each other Subsidiary of the Parent (other than the Borrower) that owns any direct or indirect Equity Interest in such Property Subsidiary, in each case, if such Subsidiary or Subsidiaries not already party to the Guaranty: (i) an Accession Agreement and (ii) and the items that would have been delivered under Sections 6.1.(a)(iv) through (viii) and (xiv) if such Subsidiary or Subsidiaries had been a Loan Party on the Agreement Date.

(b)    The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor (other than the Parent) from the Guaranty so long as: (i) such Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default

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resulting from a violation of any of the covenants contained in Section 10.1.; (iii) ) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; (iv) if, upon removal of such entity as a Guarantor, any Property would cease to be a Borrowing Base Property, the Borrower shall have complied with the requirements of Section 4.2, and (v) the Administrative Agent shall have received such written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Section 8.13. REIT Status.

The Parent shall maintain its status as, and election to be treated as, a REIT under the Internal Revenue Code.

ARTICLE IX. INFORMATION

For so long as this Agreement is in effect, the Parent and the Borrower, as applicable, shall furnish to the Administrative Agent for distribution to each of the Lenders:

Section 9.1. Quarterly Financial Statements.

As soon as available but in no event later than 60 days after the end of each of the first, second and third fiscal quarters of the Parent, the unaudited consolidated balance sheet of the Parent and its Subsidiaries as at the end of such period and the related unaudited consolidated statements of operations, stockholders’ equity and cash flows of the Parent and its Subsidiaries for such period, setting forth in each case in comparative form the figures as of the end of and for the corresponding periods of the previous fiscal year, all of which shall be certified by a Financial Officer of the Parent, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the consolidated financial position of the Parent and its Subsidiaries as at the date thereof and the results of operations for such period (subject to normal year-end audit adjustments and the absence of footnotes).

Section 9.2. Year-End Statements.

As soon as available but in no event later than 120 days after the end of each fiscal year of the Parent, the audited consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of operations, stockholders’ equity and cash flows of the Parent and its Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which shall be (a) certified by a Financial Officer of the Parent, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the financial position of the Parent and its Subsidiaries as at the date thereof and the result of operations for such period and (b) accompanied by the report thereon of Ernst & Young or any other independent

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certified public accountants of recognized standing reasonably acceptable to the Administrative Agent, whose report shall be unqualified and in scope and substance satisfactory to the Requisite Lenders and who shall have authorized the Parent to deliver such financial statements and report thereon to the Administrative Agent and the Lenders pursuant to this Agreement.

Section 9.3. Compliance Certificate.

At the time the financial statements are furnished pursuant to Sections 9.1. and 9.2., a certificate substantially in the form of Exhibit G (a “Compliance Certificate”) executed on behalf of the Parent by a Financial Officer of the Parent (a) setting forth a reasonably detailed list of all Eligible Properties which the Borrower has included in calculations of Total Unencumbered Eligible Property Value for the fiscal period covered by such Compliance Certificate; (b) setting forth in reasonable detail as of the end of such quarterly accounting period or fiscal year, as the case may be, the calculations required to establish whether the Parent was in compliance with the covenants contained in Section 10.1.; and (c) stating that no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature, when it occurred and the steps being taken by the Parent and/or the Borrower with respect to such event, condition or failure.

Section 9.4. Other Information.

(a)    Promptly upon receipt thereof, copies of any management report submitted to the Parent, the Borrower or either of their Board of Directors by its independent public accountants;

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

(c)    Promptly upon the mailing thereof to the shareholders of the Parent generally, copies of all financial statements, reports and proxy statements so mailed and promptly upon the issuance thereof copies of all press releases issued by the Parent, the Borrower, any other Subsidiary or any other Loan Party;

(d)    Within forty-five (45) days after the end of each fiscal quarter of the Parent, (i) a Borrowing Base Certificate and (ii) an operating summary with respect to each Borrowing Base Property including without limitation, a quarterly and year-to-date statement of Net Operating Income and a leasing/occupancy status report together with a current rent roll for such Property (except if such Borrowing Base Property is subject to a Triple Net Lease, in which case, the Borrower shall furnish to the Administrative Agent a rent roll showing rent paid for the last fiscal quarter for such Borrowing Base Property);

(e)    No later than forty-five (45) days before the end of each fiscal year of the Parent ending prior to the Termination Date, projected balance sheets, operating statements and sources and uses of cash of the Parent and its Subsidiaries on a consolidated basis for each quarter of the next succeeding fiscal year, all itemized in reasonable detail. The foregoing shall be accompanied by pro forma calculations, together with detailed assumptions, required to establish whether or not the Parent, and when appropriate its consolidated Subsidiaries, will be in compliance with the covenants contained in Sections 10.1. at the end of each fiscal quarter of the next succeeding fiscal year;

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(f)    Prior to February 1 of each year prior to the Termination Date, a property budget for each Borrowing Base Property for the coming fiscal year of the Parent; provided, however, if such Borrowing Base Property is subject to a Triple Net Lease, then only a 12-month forward rent roll shall be required;

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

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

(i)    A copy of any amendment to the certificate or articles of incorporation or formation, bylaws, partnership agreement or other similar organizational documents of the Borrower or any other Loan Party within five (5) Business Days after the effectiveness thereof;

(j)    Prompt notice of (i) any change in any Financial Officer of the Parent or the Borrower, any other Loan Party or any other Subsidiary, (ii) any change in the business, assets, liabilities, financial condition, results of operations of any Loan Party or any other Subsidiary or (iii) the occurrence of any other event which, in the case of any of the immediately preceding clauses (i) through (iii), has had, or could reasonably be expected to have, a Material Adverse Effect;

(k)    Prompt notice of the occurrence of any Default or Event of Default or any event which constitutes or which with the passage of time, the giving of notice, or otherwise, would constitute a default or event of default by any Loan Party or any other Subsidiary under any Material Contract to which any such Person is a party or by which any such Person or any of its respective properties may be bound;

(l)    Prompt notice of any order, judgment or decree in excess of $5,000,000 having been entered against any Loan Party or any other Subsidiary or any of their respective properties or assets;

(m)    Any notification of a violation of any Applicable Law or any inquiry shall have been received by any Loan Party or any other Subsidiary from any Governmental Authority that could reasonably be expected to result in a Material Adverse Effect;

(n)    Promptly upon the request of the Administrative Agent, evidence of the Parent’s calculation of the Ownership Share with respect to a Subsidiary or an Unconsolidated Affiliate, such evidence to be in form and detail reasonably satisfactory to the Administrative Agent;

(o)    Promptly, upon each request, information identifying any Loan Party as a Lender may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001));

(p)    Promptly, and in any event within 3 Business Days after a Responsible Officer of the Parent or the Borrower obtains knowledge thereof, written notice of the occurrence of any of the

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following: (i) the Parent, the Borrower, any other Loan Party or any other Subsidiary shall receive notice that any violation of or noncompliance with any Environmental Law has or may have been committed or is threatened; (ii) the Parent, the Borrower, any other Loan Party or any other Subsidiary shall receive notice that any administrative or judicial complaint, order or petition has been filed or other proceeding has been initiated, or is about to be filed or initiated against any such Person alleging any violation of or noncompliance with any Environmental Law or requiring any such Person to take any action in connection with the release or threatened release of Hazardous Materials; (iii) the Parent, the Borrower, any other Loan Party or any other Subsidiary shall receive any notice from a Governmental Authority or private party alleging that any such Person may be liable or responsible for any costs associated with a response to, or remediation or cleanup of, a release or threatened release of Hazardous Materials or any damages caused thereby; or (iv) the Parent, the Borrower, any other Loan Party or any other Subsidiary shall receive notice of any other fact, circumstance or condition that could reasonably be expected to form the basis of an environmental claim, and the matters covered by notices referred to in any of the immediately preceding clauses (i) through (iv), whether individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and

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

Section 9.5. Electronic Delivery of Certain Information.

(a)    Documents required to be delivered pursuant to the Loan Documents may be delivered by electronic communication and delivery, including, the Internet, e-mail or intranet websites to which the Administrative Agent and each Lender have access (including a commercial, third-party website such as www.sec.gov <http://www.sec.gov> or a website sponsored or hosted by the Administrative Agent or the Borrower) provided that the foregoing shall not apply to (i) notices to any Lender (or the Issuing Bank) pursuant to Article II. and (ii) any Lender that has notified the Administrative Agent and the Borrower that it cannot or does not want to receive electronic communications. The Administrative Agent, the Parent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic delivery pursuant to procedures approved by it for all or particular notices or communications. Documents or notices delivered electronically (other than by e-mail) shall be deemed to have been delivered twenty-four (24) hours after the date and time on which the Administrative Agent, the Parent or the Borrower posts such documents or the documents become available on a commercial website and the Administrative Agent, the Parent or the Borrower notifies each Lender of said posting and provides a link thereto provided if such notice or other communication is not sent or posted during the normal business hours of the recipient, said posting date and time shall be deemed to have commenced as of 9:00 a.m. Eastern time on the opening of business on the next business day for the recipient. Notwithstanding anything contained herein, in every instance the Parent shall be required to provide paper copies of the certificate required by Section 9.3. to the Administrative Agent and shall deliver paper copies of any documents to the Administrative Agent or to any Lender that requests such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. Except for the certificates required by Section 9.3., the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents delivered electronically, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery. Each Lender shall be solely responsible for requesting delivery to it of paper copies and maintaining its paper or electronic documents.

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

Section 9.6. USA Patriot Act Notice; Compliance.

The USA Patriot Act of 2001 (Public Law 107-56) and federal regulations issued with respect thereto require all financial institutions to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution. Consequently, a Lender (for itself and/or as Administrative Agent for all Lenders hereunder) may from time-to-time request, and the Parent and the Borrower shall, and shall cause the other Loan Parties to, provide to such Lender, such Loan Party’s name, address, tax identification number and/or such other identification information as shall be necessary for such Lender to comply with federal law. An “account” for this purpose may include, without limitation, a deposit account, cash management service, a transaction or asset account, a credit account, a loan or other extension of credit, and/or other financial services product.

ARTICLE X. NEGATIVE COVENANTS

For so long as this Agreement is in effect, the Parent or the Borrower, as applicable, shall comply with the following covenants:

Section 10.1. Financial Covenants.

(a)    Leverage Ratio. The Parent shall not permit the ratio of (i) Total Outstanding Indebtedness of the Parent and its Subsidiaries to (ii) Total Market Value, to exceed 0.575 to 1.00 at any time.

(b)    Secured Indebtedness Ratio. The Parent shall not permit the ratio of (i) Secured Indebtedness of the Parent and its Subsidiaries to (ii) Total Market Value, at any time to exceed the ratio corresponding to the applicable period set forth below:

Period	Secured Indebtedness to Total Market Value
Before December 31, 2013	0.50 to 1.00
On and after December 31, 2013 but before December 31, 2014	0.45 to 1.00
On and after December 31, 2014	0.40 to 1.00

(c)    Recourse Secured Indebtedness Ratio. The Parent shall not permit the ratio of (i) Secured Indebtedness that is not Nonrecourse Indebtedness of the Parent and its Subsidiaries to (ii) to Total Market Value, at any time to exceed the ratio corresponding to the applicable period set forth below:

Period	Recourse Secured Indebtedness to Total Market Value
On or before October 2, 2014	0.150 to 1.00
After October 2, 2014	0.100 to 1.00

(d)    Adjusted EBITDA to Interest Expense. The Parent shall not permit the ratio of (i) Adjusted EBITDA of the Parent and its Subsidiaries for the fiscal quarter most recently ended for which financial statements are available to (ii) Interest Expense of the Parent and its Subsidiaries for such fiscal quarter, to be less than 1.85 to 1.0 at any time.

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(e)    Adjusted EBITDA to Fixed Charges. The Parent shall not permit the ratio of (i) Adjusted EBITDA of the Parent and its Subsidiaries for the fiscal quarter most recently ended for which financial statements are available to (ii) Fixed Charges of the Parent and its Subsidiaries for such fiscal quarter, at any time to be less than 1.50 to 1.00.

(f)    Tangible Net Worth. The Parent shall not permit Tangible Net Worth at any time to be less than (i) 150,000,000 plus (ii) 85.0% of the Net Proceeds of all Equity Issuances effected after the Agreement Date by the Parent or any of its Subsidiaries to any Person other than the Parent or any of its Subsidiaries:

(g)    Ratio of Total Unsecured Indebtedness to Total Unencumbered Eligible Property Value. The Parent shall not permit the ratio of (i) Total Unsecured Indebtedness of the Parent and its Subsidiaries to (ii) Total Unencumbered Eligible Property Value to exceed 0.575 to 1.00 at any time.

(h)    Permitted Investments. The Parent shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value (determined in accordance with GAAP in the cases of clauses (i) through (iii)) of such holdings of such Persons to exceed 15.0% of Total Market Value at any time:

(i)    unimproved real estate (which shall not include any Development Property);

(ii)    Common stock, Preferred Equity and other Equity Interests in Persons (other than Wholly Owned Subsidiaries);

(iii)    Mortgage Receivables in favor of the Borrower, any other Loan Party or other Subsidiary; and

(iv)    Total Budgeted Costs for Development Properties.

In addition to the foregoing limitation regarding the aggregate value of clauses (i) through (iv), the aggregate value of clause (ii) shall not exceed 10.0% of Total Market Value at any time, and the aggregate value of clause (iii) shall not exceed 10% of Total Market Value at any time.

(i)    Dividends and Other Restricted Payments. Subject to the following sentence, if an Event of Default exists, neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any of its Subsidiaries to, declare or make any Restricted Payments except that the Parent may declare and make cash distributions to its shareholders in an aggregate amount not to exceed the minimum amount necessary for the Parent to remain in compliance with Section 8.13. (and the Borrower and its Subsidiaries may declare and make cash distributions to the Parent for such purpose), and Subsidiaries of the Borrower may pay Restricted Payments to the Borrower or any other Subsidiary of the Borrower that is a Loan Party. If an Event of Default specified in Section 11.1.(a), Section 11.1.(e) or Section 11.1.(f) shall exist, or if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 11.2.(a), neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any Subsidiary to, make any Restricted Payments to any Person except that Subsidiaries may pay Restricted Payments to the Borrower or any other Subsidiary of the Borrower that is a Loan Party.

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(j)    Total Unencumbered Eligible Property Value. The Parent shall not, and shall not permit Total Unencumbered Eligible Property Value to be less than $150,000,000 at any time.

(k)    Eligible Properties. The Parent shall not permit the number of Eligible Properties to be less than 35 at any time.

Section 10.2. Negative Pledge.

(a)    Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or Subsidiary to, (i) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Asset or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Asset, now owned or hereafter acquired, except for Permitted Liens or (ii) permit any Borrowing Base Asset or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Asset, to be subject to a Negative Pledge if such Negative Pledge prohibits or purports to prohibit the creation of a Lien on such Borrowing Base Asset or ownership interest as security for the Obligations.

(b)    Neither the Parent nor the Borrower, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.

(c)    If notwithstanding the immediately preceding clause (a), any Borrowing Base Asset becomes subject to a Lien causing such Borrowing Base Asset to no longer satisfy the definition of Eligible Property, Unencumbered Mortgage Receivable or Unencumbered Cash, as applicable, then the Borrower or the applicable Subsidiary shall cause the Obligations to be secured equally and ratably with all other obligations secured by such Lien, and in any case the Lenders shall have the benefit, to the full extent that and with such priority as, the Lenders may be entitled under Applicable Law, of an equitable Lien on such Borrowing Base Asset as security for the Obligations. The grant of a Lien pursuant to this Section 10.2.(c) shall not be deemed to cure any Default or Event of Default occurring as a result of such Borrowing Base Asset becoming subject to such Lien.

Section 10.3. Restrictions on Intercompany Transfers.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary; other than:

(i)    with respect to clauses (a) through (d), those encumbrances or restrictions contained in any Loan Document;

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(ii)    with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business; and

(iii)    with respect to clause (d), those encumbrances or restrictions contained in an agreement (x) evidencing Indebtedness which a Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement and (y) which Indebtedness is secured by a Lien on the assets of such Subsidiary permitted to exist under the Loan Documents, so long as such encumbrances and restrictions apply only to such Subsidiary and such Subsidiary has no material assets other than those encumbered by such Lien.

Section 10.4. Merger, Consolidation, Sales of Assets and Other Arrangements.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger or consolidation (other than (x) any transaction of merger or consolidation between or among Loan Parties; provided that if the Parent or the Borrower enters into such a transaction of merger, it is the survivor thereof, (y) any transaction of merger or consolidation of a Subsidiary that is not Loan Party into a Loan Party so long as the Loan Party is the survivor thereof and (z) any transaction of merger or consolidation between two or more Subsidiaries that are not Loan Parties); (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; or (d) acquire any assets of, or make an Investment in, any other Person; provided, however, that any of the actions described in the immediately preceding clauses (a) through (d) may be taken with respect to the Borrower, any other Loan Party or any other Subsidiary so long as (x) immediately prior to the taking of such action, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence and (y) if as a result of any such transaction, or series of such actions, the amount of Consolidated Tangible Assets would increase or decrease by 25.0%, then the Requisite Lenders shall have given their prior written consent to such action or series of actions (such consent not to be unreasonably withheld, conditioned or delayed); notwithstanding the foregoing, the Parent and the Borrower may not enter into a transaction of merger pursuant to which such Loan Party is not the survivor of such merger.

Further, no Loan Party nor any Subsidiary, shall enter into any sale-leaseback transactions or other transaction by which such Loan Party or Subsidiary shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person.

Section 10.5. Plans.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, permit any of its respective assets to become or be deemed to be “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder. Neither the Parent nor the Borrower shall cause or permit to occur, and shall not permit any other member of the ERISA Group to cause or permit to occur, any ERISA Event if such ERISA Event could reasonably be expected to have a Material Adverse Effect.

Section 10.6. Fiscal Year.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or other Subsidiary to, change its fiscal year from that in effect as of the Agreement Date.

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Section 10.7. Modifications of Organizational Documents and Material Contracts.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, amend, supplement, restate or otherwise modify its certificate or articles of incorporation or formation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification (a) is materially adverse to the interest of the Administrative Agent or the Lenders or (b) could reasonably be expected to have a Material Adverse Effect. Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any Subsidiary or other Loan Party to enter into, any amendment or modification to any Material Contract which could reasonably be expected to have a Material Adverse Effect or default in the performance of any obligations of any Loan Party or other Subsidiary in any Material Contract or permit any Material Contract to be canceled or terminated prior to its stated maturity.

Section 10.8. Transactions with Affiliates.

Neither the Parent nor the Borrower shall permit to exist or enter into, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to permit to exist or enter into, any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate, except (a) as set forth on Schedule 7.1.(r), (b) upon fair and reasonable terms which are no less favorable to the Parent, the Borrower, such other Loan Party or such other Subsidiary than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate, (c) transactions between or among Loan Parties, and (d) transactions between or among Subsidiaries that are not Loan Parties.

Section 10.9. Environmental Matters.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party, any other Subsidiary or any other Person to, use, generate, discharge, emit, manufacture, handle, process, store, release, transport, remove, dispose of or clean up any Hazardous Materials on, under or from the Properties in violation of any Environmental Law or in a manner that could reasonably be expected to lead to any environmental claim or pose a material risk to human health, safety or the environment, in each case, if such violation, claim or risk could reasonably be expected to have a Material Adverse Effect. Nothing in this Section shall impose any obligation or liability whatsoever on the Administrative Agent or any Lender.

Section 10.10. Derivatives Contracts.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, enter into or become obligated in respect of Derivatives Contracts other than Derivatives Contracts entered into by the Borrower, any such Loan Party or any such Subsidiary in the ordinary course of business and which establish, or were intended to establish, an effective hedge in respect of liabilities, commitments or assets held or reasonably anticipated by the Borrower, such other Loan Party or such other Subsidiary.

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ARTICLE XI. DEFAULT

Section 11.1. Events of Default.

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

(a)    Default in Payment.

(i)    The Borrower shall fail to pay when due under this Agreement or any other Loan Document (whether upon demand, at maturity, by reason of mandatory prepayment or acceleration or otherwise) the principal of any of the Loans; or

(ii)    The Borrower shall fail to pay when due under this Agreement or any other Loan Document (whether upon demand, at maturity, by reason of acceleration or otherwise) any interest on any of the Loans or any of the other payment Obligations (other than those subject to the immediately preceding clause (i)) owing by the Borrower under this Agreement or any other Loan Document, or any other Loan Party shall fail to pay when due any payment Obligation owing by such other Loan Party under any Loan Document to which it is a party, and in the case of this subsection (a)(ii) only, such failure shall continue for a period of 3 Business Days. For purposes of this subsection (a)(ii) if no due date is specified in this Agreement or in any other Loan Document for an Obligation, then the due date shall be considered to be the 3^rd Business Day following the Borrower’s receipt of notice from the Administrative Agent that such other payment Obligation is due and payable.

(b)    Default in Performance.

(i)    Any Loan Party shall fail to perform or observe any term, covenant, condition or agreement on its part to be performed or observed and contained in Section 8.13., Article IX. or Article X.; or

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

(c)    Misrepresentations. Any written statement, representation or warranty made or deemed made by or on behalf of any Loan Party under this Agreement or under any other Loan Document, or any amendment hereto or thereto, or in any other writing or statement at any time furnished by, or at the direction of, any Loan Party to the Administrative Agent or any Lender, shall at any time prove to have been incorrect or misleading, in either case, in any material respect when furnished or made or deemed made.

(d)    Indebtedness Cross-Default.

(i)    The Parent, the Borrower, any other Loan Party or any other Subsidiary shall fail to make any payment when due and payable in respect of any Indebtedness (other than the Loans

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and Reimbursement Obligations) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness as to which such a failure exists, of (x) $5,000,000 or more in the case of Indebtedness that is not Nonrecourse Indebtedness or (y) $20,000,000 or more in the case of Nonrecourse Indebtedness (collectively, “Material Indebtedness”); or

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

(iii)    Any other event shall have occurred and be continuing beyond all applicable grace and cure periods, which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (other than a mandatory prepayment resulting from the voluntary sale or condemnation of, or a casualty event with respect to, any Property securing such Material Indebtedness; provided that such sale, condemnation or event does not otherwise cause a Default or Event of Default hereunder and, with to any condemnation or casualty event, the Parent, the Borrower or such Subsidiary receives insurance proceeds with respect to such Property in an amount sufficient to repay such Material Indebtedness).

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

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

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(g)    Revocation of Loan Documents. Any Loan Party shall (or shall attempt to) disavow, revoke or terminate any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of any Loan Document or any Loan Document shall cease to be in full force and effect (except as a result of the express terms thereof).

(h)    Judgment.    A judgment or order for the payment of money or for an injunction or other non-monetary relief shall be entered against the Parent, the Borrower, any other Loan Party, or any other Subsidiary by any court or other tribunal and (i) such judgment or order shall continue for a period of thirty (30) days without being paid, stayed or dismissed through appropriate appellate proceedings and (ii) either (A) the amount of such judgment or order for which insurance has not been acknowledged in writing by the applicable insurance carrier (or the amount as to which the insurer has denied liability) exceeds, individually or together with all other such judgments or orders entered against the Loan Parties, (x) $2,500,000 in the case of Subsidiaries owning or leasing any Borrowing Base Assets or (y) $10,000,000 in the case of the Borrower, any other Loan Party, or any other Subsidiary or (B) in the case of an injunction or other non-monetary relief, such injunction or judgment or order could reasonably be expected to have a Material Adverse Effect.

(i)    Attachment. A warrant, writ of attachment, execution or similar process shall be issued against any property of the Borrower, any other Loan Party or any other Subsidiary, which exceeds, individually or together with all other such warrants, writs, executions and processes, (x) $500,000 in the case of Subsidiaries owning or leasing any Borrowing Base Assets or (y) $10,000,000 in the case of the Borrower, any other Loan Party, or any other Subsidiary, and such warrant, writ, execution or process shall not be paid, discharged, vacated, stayed or bonded for a period of twenty (20) days; provided, however, that if a bond has been issued in favor of the claimant or other Person obtaining such warrant, writ, execution or process, the issuer of such bond shall execute a waiver or subordination agreement in form and substance satisfactory to the Administrative Agent pursuant to which the issuer of such bond subordinates its right of reimbursement, contribution or subrogation to the Obligations and waives or subordinates any Lien it may have on the assets of the Parent, the Borrower, any other Loan Party or any other Subsidiary.

(j)    ERISA.

(i)    Any ERISA Event shall have occurred that results or could reasonably be expected to result in liability to any member of the ERISA Group aggregating in excess of $5,000,000; or

(ii)    The “benefit obligation” of all Plans exceeds the “fair market value of plan assets” for such Plans by more than $5,000,000, all as determined, and with such terms defined, in accordance with FASB ASC 715.

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

(l)    Change of Control/Change in Management.

(i)    Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 30% of the total voting power of the then outstanding voting stock of the Parent;

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(ii)    During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors of the Parent (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved but excluding any director whose initial nomination for, or assumption of office as, a director occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors) cease for any reason to constitute a majority of the Board of Directors of the Parent then in office;

(iii)    the Parent shall cease to own and control, directly or indirectly, at least 65% of the outstanding Equity Interests of the Borrower; or

(iv)    the Parent shall cease to be the managing member of the Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower.

(m)    Damage; Strike; Casualty. Any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than thirty (30) consecutive days beyond the coverage period of any applicable business interruption insurance, the cessation or substantial curtailment of revenue producing activities of the Borrower, any other Loan Party, or any other Subsidiary taken as a whole and only if any such event or circumstance could reasonably be expected to have a Material Adverse Effect.

Section 11.2. Remedies Upon Event of Default.

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

(a)    Acceleration; Termination of Facilities.

(i)    Automatic. Upon the occurrence and during the continuance of an Event of Default specified in Sections 11.1.(e) or 11.1.(f), (1)(A) the principal of, and all accrued interest on, the Loans, and the Notes at the time outstanding, (B) an amount equal to the Stated Amount of all Letters of Credit outstanding as of the date of the occurrence of such Event of Default for deposit into the Letter of Credit Collateral Account and (C) all of the other Obligations, including, but not limited to, the other amounts owed to the Lenders and the Administrative Agent under this Agreement, the Notes or any of the other Loan Documents shall become immediately and automatically due and payable without presentment, demand, protest, or other notice of any kind, all of which are expressly waived by the Borrower on behalf of itself and the other Loan Parties, and (2) the Revolving Commitments and the obligation of the Issuing Bank to issue Letters of Credit hereunder, shall all immediately and automatically terminate.

(ii)    Optional. If any other Event of Default shall exist, the Administrative Agent may, and at the direction of the Requisite Lenders shall: (1) declare (A) the principal of, and accrued interest on, the Loans and the Notes at the time outstanding, (B) an amount equal to the Stated Amount of all Letters of Credit outstanding as of the date of the occurrence of such Event

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of Default for deposit into the Letter of Credit Collateral Account and (C) all of the other Obligations, including, but not limited to, the other amounts owed to the Lenders and the Administrative Agent under this Agreement, the Notes or any of the other Loan Documents to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower on behalf of itself and the other Loan Parties, and (2) terminate the Revolving Commitments and the obligation of the Issuing Bank to issue Letters of Credit hereunder.

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

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

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

Section 11.3. Remedies Upon Default.

Upon the occurrence and during the continuance of a Default specified in Section 11.1.(f), the Revolving Commitments and the obligation of the Issuing Bank to issue Letters of Credit shall immediately and automatically terminate.

Section 11.4. Marshaling; Payments Set Aside.

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

Section 11.5. Allocation of Proceeds.

If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 13.4.) under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or thereunder, shall be applied in the following order and priority:

(a)    amounts due to the Administrative Agent, the Issuing Bank and the Lenders in respect of expenses due under Section 13.2. until paid in full, and then Fees;

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(b)    payments of interest on all other Loans and Reimbursement Obligations to be paid to the Lenders and the Issuing Bank equally and ratably in accordance with the respective amounts thereof then due and owing;

(c)    payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities, to be paid to the Lenders and the Issuing Bank equally and ratably in accordance with the respective amounts thereof then due and owing to such Persons; provided, however, to the extent that any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account;

(d)    amounts due to the Administrative Agent and the Lenders pursuant to Sections 12.6. and 13.10.;

(e)    payments of all other Obligations and other amounts due under any of the Loan Documents to be applied for the ratable benefit of the Lenders; and

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

Section 11.6. Letter of Credit Collateral Account

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

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

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(c)    If a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower and the Lenders authorize the Administrative Agent to use the monies deposited in the Letter of Credit Collateral Account to reimburse the Issuing Bank for the payment made by the Issuing Bank to the beneficiary with respect to such drawing or the payee with respect to such presentment.

(d)    If an Event of Default exists, the Administrative Agent may (and, if instructed by the Requisite Lenders, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such investments and reinvestments and apply the proceeds thereof to the Obligations in accordance with Section 11.5.

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

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

Section 11.7. Performance by Administrative Agent.

If the Parent, the Borrower or any other Loan Party shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, the Administrative Agent may, after notice to the Borrower and after the expiration of any cure or grace periods set forth herein (if no specific notice and cure or grace period is expressly set forth herein or in any of the other Loan Documents, then 3 Business Days after the Borrower receives written notice from the Administrative Agent), perform or attempt to perform such covenant, duty or agreement on behalf of the Parent, the Borrower or such other Loan Party. In such event, the Borrower shall, at the request of the Administrative Agent, promptly pay any amount reasonably expended by the Administrative Agent in such performance or attempted performance to the Administrative Agent, together with interest thereon at the applicable Post-Default Rate from the date of such expenditure until paid. Notwithstanding the foregoing, neither the Administrative Agent nor any Lender shall have any liability or responsibility whatsoever for the performance of any obligation of the Borrower or any other Loan Party under this Agreement or any other Loan Document.

Section 11.8. Rights Cumulative.

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

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(b)    Enforcement by Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Article XI. for the benefit of all the Lenders and the Issuing Bank; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) the Issuing Bank, from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Bank) hereunder or under the other Loan Documents (iii) any Lender from exercising setoff rights in accordance with Section 13.4. (subject to the terms of Section 3.3.), or (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (x) the Requisite Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Article XI. and (y) in addition to the matters set forth in clauses (ii), (iii) and (iv) of the preceding proviso and subject to Section 3.3., any Lender may, with the consent of the Requisite Lenders, enforce any rights and remedies available to it and as authorized by the Requisite Lenders.

ARTICLE XII. THE ADMINISTRATIVE AGENT

Section 12.1. Appointment and Authorization.

Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing, the use of the terms “Agent”, “Administrative Agent”, “agent” and similar terms in the Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, use of such terms is merely a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Administrative Agent shall deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and other documents delivered to the Administrative Agent pursuant to Article IX. that the Parent and the Borrower are not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Parent, the Borrower, any other Loan Party or any other Affiliate of the Parent, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be

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required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Section 12.2. M&T as Lender.

M&T, as a Lender, shall have the same rights and powers as a Lender under this Agreement and any other Loan Document, as any other Lender and may exercise the same as though it were not the Administrative Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include M&T in each case in its individual capacity. M&T and its Affiliates may each accept deposits from, maintain deposits or credit balances for, invest in, lend money to, act as trustee under indentures of, serve as financial advisor to, and generally engage in any kind of business with the Borrower, any other Loan Party or any other Affiliate thereof as if it were any other bank and without any duty to account therefor to the Lenders or the Issuing Bank. Further, the Administrative Agent and any Affiliate may accept fees and other consideration from the Borrower for services in connection with this Agreement, or otherwise without having to account for the same to the Lenders. The Issuing Bank and the Lenders acknowledge that, the Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Parent, the Borrower or any of their respective Affiliates that is communicated to or obtained by M&T (or any other Person serving as the Administrative Agent) or its Affiliates in any capacity.

Section 12.3. Reserved.

Section 12.4. Notice of Events of Default.

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

Section 12.5. Administrative Agent’s Reliance.

Notwithstanding any other provisions of this Agreement or any other Loan Documents, each Lender agrees that neither the Administrative Agent nor any of its Related Parties shall be liable for any

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action taken or not taken by it under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct in connection with its duties expressly set forth herein or therein as determined by a court of competent jurisdiction in a final non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent may consult with legal counsel (including its own counsel or counsel for the Parent, the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. Each Lender acknowledges that neither the Administrative Agent nor any of its Related Parties: (a) makes any warranty or representation to any Lender, the Issuing Bank or any other Person, or shall be responsible to any Lender, the Issuing Bank or any other Person for any statement, warranty or representation made or deemed made by the Parent, the Borrower, any other Loan Party or any other Person in or in connection with this Agreement or any other Loan Document; (b) shall have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Parent, the Borrower or other Persons, or to inspect the property, books or records of the Parent, the Borrower or any other Person; (c) shall be responsible to any Lender or the Issuing Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders and the Issuing Bank in any such collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (e) shall incur any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone, telecopy or electronic mail) believed by it to be genuine and signed, sent or given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment.

Section 12.6. Indemnification of Administrative Agent.

Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender’s respective Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Administrative Agent (in its capacity as Administrative Agent but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for any portion of such Indemnifiable Amounts to the extent resulting from the Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions of the Requisite Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including the reasonable fees and expenses of the counsel to the Administrative Agent) incurred by the

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Administrative Agent in connection with the preparation, negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Administrative Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion that the Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Section 12.7. Lender Credit Decision, Etc.

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

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Section 12.8. Successor Administrative Agent.

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

ARTICLE XIII. MISCELLANEOUS

Section 13.1. Notices.

Unless otherwise provided herein (including without limitation as provided in Section 9.5.), communications provided for hereunder shall be in writing and shall be mailed, telecopied, or delivered as follows:

If to the Borrower:

Broadstone Net Lease, LLC

530 Clinton Square

Rochester, New York 14604

Attn: Chief Financial Officer

Telecopy Number:      (585) 760-8378

Telephone Number:    (585) 287-6500

If to the Administrative Agent:

Manufacturers and Traders Trust

255 East Avenue

Rochester, New York 14604

Attn: Lisa Plescia

Telecopier:    (585) 546-5363

Telephone:    (585) 258-8263

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With a copy to:

M&T Debt Capital markets

25 South Charles Street, 12^th Floor

Baltimore, Maryland 21201

Attention: Katharine Castro

Telecopier: (410) 244-4477

Telephone: (410) 244-4848

If to the Issuing Bank:

Manufacturers and Traders Trust

255 East Avenue

Rochester, New York

Attn: Lisa Plescia

Telecopier:        (585) 546-5363

Telephone:        (585) 258-8263

If to any other Lender:

To such Lender’s address or telecopy number as set forth in the applicable Administrative Questionnaire

or, as to each party at such other address as shall be designated by such party in a written notice to the other parties delivered in compliance with this Section; provided, a Lender or the Issuing Bank shall only be required to give notice of any such other address to the Administrative Agent and the Borrower. All such notices and other communications shall be effective (i) if mailed, upon the first to occur of receipt or the expiration of three (3) days after the deposit in the United States Postal Service mail, postage prepaid and addressed to the address of the Borrower or the Administrative Agent, the Issuing Bank and Lenders at the addresses specified; (ii) if telecopied, when transmitted; (iii) if hand delivered or sent by overnight courier, when delivered; or (iv) if delivered in accordance with Section 9.5. to the extent applicable; provided, however, that, in the case of the immediately preceding clauses (i), (ii) and (iii), non-receipt of any communication as of the result of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication. Notwithstanding the immediately preceding sentence, all notices or communications to the Administrative Agent, the Issuing Bank or any Lender under Article II. shall be effective only when actually received. None of the Administrative Agent, the Issuing Bank or any Lender shall incur any liability to any Loan Party (nor shall the Administrative Agent incur any liability to the Issuing Bank or the Lenders) for acting upon any telephonic notice referred to in this Agreement which the Administrative Agent, the Issuing Bank or such Lender, as the case may be, believes in good faith to have been given by a Person authorized to deliver such notice or for otherwise acting in good faith hereunder. Failure of a Person designated to get a copy of a notice to receive such copy shall not affect the validity of notice properly given to another Person.

Section 13.2. Expenses.

The Borrower agrees (a) to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of, and any amendment, supplement or modification to, any of the Loan Documents (including due diligence expense and reasonable travel expenses related to closing), and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and

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disbursements of counsel to the Administrative Agent and all costs and expenses of the Administrative Agent in connection with the use of IntraLinks, SyndTrak, Debt Domain or other similar information transmission systems in connection with the Loan Documents, (b) to pay or reimburse all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, and the other Loan Documents including, without limitation, each Note, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (c) to pay, and indemnify and hold harmless the Administrative Agent, the Issuing Bank and the Lenders from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of any of the Loan Documents, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Loan Document and (d) to the extent not already covered by any of the preceding subsections, to pay or reimburse the fees and disbursements of counsel to the Administrative Agent, the Issuing Bank and any Lender incurred in connection with the representation of the Administrative Agent, the Issuing Bank or such Lender in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Sections 11.1.(e) or 11.1.(f), including, without limitation (i) any motion for relief from any stay or similar order, (ii) the negotiation, preparation, execution and delivery of any document relating to the Obligations and (iii) the negotiation and preparation of any debtor-in-possession financing or any plan of reorganization of the Parent, the Borrower or any other Loan Party, whether proposed by the Parent, the Borrower, such Loan Party, the Lenders or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceeding. If the Borrower shall fail to pay any amounts required to be paid by it pursuant to this Section, the Administrative Agent and/or the Lenders may pay such amounts on behalf of the Borrower and such amounts shall be deemed to be Obligations owing hereunder.

Section 13.3. Stamp, Intangible and Recording Taxes.

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

Section 13.4. Setoff.

Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, the Issuing Bank, each Lender, each Affiliate of the Administrative Agent, the Issuing Bank or any Lender, and each Participant, at any time or from time to time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of the Issuing Bank, a Lender, an Affiliate of the Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Administrative Agent exercised in its reasonable discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any

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other indebtedness at any time held or owing by the Administrative Agent, the Issuing Bank, such Lender, any Affiliate of the Administrative Agent, the Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Bank and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Section 13.5. Litigation; Jurisdiction; Other Matters; Waivers.

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

(b)    THE PARENT, THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, THE ISSUING BANK, ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER MAY OTHERWISE HAVE

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TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER OR THE ENFORCEMENT BY THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

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

Section 13.6. Successors and Assigns.

(a)    Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that none of the Parent, the Borrower or any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of the immediately following subsection (b), (ii) by way of participation in accordance with the provisions of the immediately following subsection (d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of the immediately following subsection (f) (and, subject to the last sentence of the immediately following subsection (b), any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in the immediately following subsection (d) and, to the extent expressly contemplated hereby, the Related Parties of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)    Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)    Minimum Amounts.

(A)    in the case of an assignment of the entire remaining amount of an assigning Revolving Lender’s Revolving Commitment and Revolving Loans at the time owing to it or in the case of an assignment of the entire remaining amount of an assigning Term Loan Lender’s Term Loans at the time owing to it, or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

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(B)    in any case not described in the immediately preceding subsection (A), the aggregate amount of the Revolving Commitment (which for this purpose includes Revolving Loans outstanding thereunder) or, if the applicable Revolving Commitment is not then in effect, the principal outstanding balance of the Revolving Loans of the assigning Lender subject to each such assignment, and the principal outstanding balance of the Term Loan subject to such assignment (in each case, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 in the case of any assignment of a Revolving Commitment and $1,000,000 in the case of any assignment in respect of a Term Loan, unless each of the Administrative Agent and, so long as no Default or Event of Default shall exist, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that if, after giving effect to such assignment, the amount of the Revolving Commitment held by such assigning Revolving Lender or the outstanding principal balance of the Revolving Loans of such assigning Lender, as applicable, would be less than $5,000,000 in the case of a Revolving Commitment or Revolving Loans or $1,000,000 in the case of a Term Loan, then such assigning Revolving Lender shall assign the entire amount of its Revolving Commitment and the Revolving Loans at the time owing to it and such assigning Term Loan Lender shall assign the entire amount of the Term Loan owing to it.

(ii)    Proportionate Amounts. Each partial assignment by a Revolving Lender shall be made as an assignment of a proportionate part of all the assigning Revolving Lender’s rights and obligations under this Agreement with respect to the Revolving Loan and Revolving Commitment assigned, and each partial assignment of a Term Loan Lender shall be made as an assignment of a proportionate part of all of the assigning Term Loan Lender’s rights and obligations under this Agreement with respect to the Term Loan assigned; provided that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among the Revolving Commitment and Revolving Loans and its Term Loan on a non rata basis.

(iii)    Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (b) and, in addition:

(A)    the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) a Default or Event of Default shall exist at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof; and

(B)    the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (x) a Revolving Commitment if such assignment is to a Person that is not already a Lender with a Revolving Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender or (y) a Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(C)    the consent of the Issuing Bank shall be required for any assignment in respect of a Revolving Commitment.

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(iv)    Assignment and Acceptance; Notes. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 for each assignment, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. If requested by the transferor Lender or the Assignee, upon the consummation of any assignment, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Revolving Notes and/or Term Notes, as applicable, are issued to the Assignee and such transferor Lender, as appropriate.

(v)    No Assignment to Borrower. No such assignment shall be made to the Parent, the Borrower or any of the Parents or the Borrower’s respective Affiliates or Subsidiaries.

(vi)    No Assignment to Natural Persons. No such assignment shall be made to a natural person.

(v)    Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Bank, and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Revolving Loans and participations in Letters of Credit in accordance with its Revolving Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to the immediately following subsection (c), from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4., 13.2. and 13.10. and the other provisions of this Agreement and the other Loan Documents as provided in Section 13.11. with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with the immediately following subsection (d).

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

(d)    Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Commitment and/or the Loan owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loan or portions thereof owing to such Lender (except as otherwise contemplated under Section 2.9., (y) reduce the rate at which interest is payable thereon or (z) release any Guarantor from its Obligations under the Guaranty. Subject to the immediately following subsection (e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.10., 5.1., 5.4. to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 13.4. as though it were a Lender, provided such Participant agrees to be subject to Section 3.3. as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)    Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 3.10. and 5.1. than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.10. unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower and the Administrative Agent, to comply with Section 3.10.(c) as though it were a Lender.

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(f)    Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g)    No Registration. Each Lender agrees that, without the prior written consent of the Borrower and the Administrative Agent, it will not make any assignment hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan or Note under the Securities Act or any other securities laws of the United States of America or of any other jurisdiction.

Section 13.7. Amendments and Waivers.

(a)    Generally. Except as otherwise expressly provided in this Agreement, (i) any consent or approval required or permitted by this Agreement or any other Loan Document to be given by the Lenders may be given, (ii) any term of this Agreement or of any other Loan Document may be amended, (iii) the performance or observance by the Borrower, any other Loan Party or any other Subsidiary of any terms of this Agreement or such other Loan Document may be waived, and (iv) the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Requisite Lenders (or the Administrative Agent at the written direction of the Requisite Lenders), and, in the case of an amendment to any Loan Document, the written consent of each Loan Party which is party thereto. Subject to the immediately following subsection (c), any term of this Agreement or of any other Loan Document relating to the rights or obligations of the Revolving Lenders, and not any other Lenders, may be amended, and the performance or observance by the Borrower or any other Loan Party or any Subsidiary of any such terms may be waived (either generally or in a particular instance and either retroactively or prospectively) with, and only with, the written consent of the Requisite Revolving Lenders (and, in the case of an amendment to any Loan Document, the written consent of each Loan Party a party thereto). Subject to the immediately following subsection (e), any term of this Agreement or of any other Loan Document relating to the rights or obligations of the Term Loan Lenders, and not any other Lenders, may be amended, and the performance or observance by the Borrower or any other Loan Party or any Subsidiary of any such terms may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Requisite Term Loan Lenders (and, in the case of an amendment to any Loan Document, the written consent of each Loan Party a party thereto).

(b)    Consent of Lenders Directly Affected. In addition to the foregoing requirements, no amendment, waiver or consent shall, unless in writing, and signed by each Lender directly affected thereby (or the Administrative Agent at the written direction of each such Lender), do any of the following:

(i)    increase the Revolving Commitment of such Lender (excluding any increase as a result of an assignment of Revolving Commitments permitted under Section 13.6. and any increases contemplated under Section 2.14.) or subject such Lender to any additional obligations;

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

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

(iv)    modify the definitions of “Revolving Termination Date” or “Term Loan Maturity Date (except in accordance with Section 2.12.), or otherwise postpone any date fixed for any payment of principal of, or interest on, any Loans or for the payment of Fees or any other Obligations, or extend the expiration date of any Letter of Credit beyond the Revolving Termination Date; or

(v)    amend or otherwise modify the definition of “Revolving Commitment Percentage” or “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2.;

(vi)    release any Guarantor from its obligations under the Guaranty except as contemplated by Section 8.12.;

(vii)    amend or otherwise modify the definition of the terms “Requisite Lenders”, “Requisite Revolving Lenders” or “Requisite Term Loan Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof;

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

(ix)    waive a Default or Event of Default under Section 11.1.(a); or

(x)    amend or waive compliance with Section 2.13.

(e)    Amendment of Administrative Agent’s Duties, Etc. No amendment, waiver or consent unless in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.3. or the obligations of the Issuing Bank under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Issuing Bank. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon and any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose set forth therein. No course of dealing or delay or omission on the part of the Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Any Event of Default occurring hereunder shall continue to exist until such time as such Event of Default is waived in writing in accordance with the terms of this Section (such waiver not to be unreasonably withheld, conditioned or delayed), notwithstanding any attempted cure or other action by the Parent, the Borrower, any other Loan Party or any other Person subsequent to the occurrence of such Event of Default. Except as otherwise explicitly provided for herein or in any other Loan Document, no notice to or demand upon the Parent or the Borrower shall entitle the Parent or the Borrower to other or further notice or demand in similar or other circumstances.

(f)    Replacement of Dissenting Lender. If a Lender does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document which, pursuant to Section 13.7.(c), requires the vote of such Lender, and all of the other Lenders shall have voted in favor of

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such amendment, modification or waiver, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Revolving Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.6.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee. Each of the Administrative Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to this Agreement with respect to any period up to the date of replacement.

Section 13.8. Nonliability of Administrative Agent and Lenders.

The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Bank and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, the Issuing Bank or any Lender shall have any fiduciary responsibilities to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, the Issuing Bank or any Lender to any Lender, the Parent, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, the Issuing Bank or any Lender undertakes any responsibility to the Parent or the Borrower to review or inform the Parent or the Borrower of any matter in connection with any phase of the Parent’s or the Borrower’s business or operations.

Section 13.9. Confidentiality.

Except as otherwise provided by Applicable Law, the Administrative Agent, the Issuing Bank and each Lender shall maintain the confidentiality of all Information (as defined below) in accordance with its customary procedure for handling confidential information of this nature and in accordance with safe and sound banking practices but in any event may make disclosure: (a) to its Affiliates and to its and its Affiliates’ respective Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any actual or proposed assignee, Participant or other transferee in connection with a potential transfer of any Commitment or participation therein or any Loan as permitted hereunder, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations; (c) as required or requested by any Governmental Authority or representative thereof or pursuant to legal process or in connection with any legal proceedings, or as otherwise required by Applicable Law; (d) to the Administrative Agent’s, Issuing Bank’s or such Lender’s independent auditors and other professional advisors (provided they shall be notified of the confidential nature of the information); (e) in connection with the exercise of any remedies under any Loan Document or any action or proceeding relating to any Loan Document or the enforcement of rights hereunder or thereunder; (f) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section actually known by the Administrative Agent, the Issuing Bank or such Lender to be a breach of this Section or (ii) becomes available to the Administrative Agent, the Issuing Bank, any Lender or any Affiliate of the Administrative Agent, the Issuing Bank or any Lender on a

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nonconfidential basis from a source other than the Parent or the Borrower or any Affiliate of the Parent or the Borrower; (g) to the extent requested by, or required to be disclosed to, any nationally recognized rating agency or regulatory or similar authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners) having or purporting to have jurisdiction over it; (h) to bank trade publications, such information to consist of deal terms and other information customarily found in such publications; (i) to any other party hereto; and (j) with the consent of the Parent or the Borrower. Notwithstanding the foregoing, the Administrative Agent, the Issuing Bank and each Lender may disclose any such confidential information, without notice to the Parent, the Borrower or any other Loan Party, to Governmental Authorities in connection with any regulatory examination of the Administrative Agent, the Issuing Bank or such Lender or in accordance with the regulatory compliance policy of the Administrative Agent, the Issuing Bank or such Lender. As used in this Section, the term “Information” means all information received from the Parent, the Borrower, any other Loan Party, any other Subsidiary or Affiliate relating to any Loan Party or any of their respective businesses, other than any such information that is available to the Administrative Agent, the Issuing Bank, any Lender on a nonconfidential basis prior to disclosure by the Parent, the Borrower, any other Loan Party, any other Subsidiary or any Affiliate, provided that, in the case of any such information received from the Parent, the Borrower, any other Loan Party, any other Subsidiary or any Affiliate after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 13.10. Indemnification.

(a)    The Borrower shall and hereby agrees to indemnify, defend and hold harmless the Administrative Agent, the Issuing Bank, the Lenders, all of the Affiliates of each of the Administrative Agent, the Issuing Bank or any of the Lenders, and their respective Related Parties (each referred to herein as an “Indemnified Party”) from and against any and all of the following (collectively, the “Indemnified Costs”): losses, costs, claims, penalties, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith, but excluding Indemnified Costs indemnification in respect of which is specifically covered by Section 3.10. or 5.1. or expressly excluded from the coverage of such Sections) incurred by an Indemnified Party in connection with, arising out of, or by reason of, any suit, cause of action, claim, arbitration, investigation or settlement, consent decree or other proceeding (the foregoing referred to herein as an “Indemnity Proceeding”) which is in any way related directly or indirectly to: (i) this Agreement or any other Loan Document or the transactions contemplated thereby; (ii) the making of any Loans or issuance of Letters of Credit hereunder; (iii) any actual or proposed use by the Borrower of the proceeds of the Loans or Letters of Credit; (iv) the Administrative Agent’s, the Issuing Bank’s or any Lender’s entering into this Agreement; (v) the fact that the Administrative Agent, the Issuing Bank and the Lenders have established the credit facility evidenced hereby in favor of the Borrower; (vi) the fact that the Administrative Agent, the Issuing Bank and the Lenders are creditors of the Borrower and have or are alleged to have information regarding the financial condition, strategic plans or business operations of the Parent, the Borrower and their respective Subsidiaries; (vii) the fact that the Administrative Agent, the Issuing Bank and the Lenders are material creditors of the Borrower and are alleged to influence directly or indirectly the business decisions or affairs of the Parent, the Borrower and their respective Subsidiaries or their financial condition; (viii) the exercise of any right or remedy the Administrative Agent, the Issuing Bank or the Lenders may have under this Agreement or the other Loan Documents; (ix) any civil penalty or fine assessed by the OFAC against, and all costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent, the Issuing Bank or any Lender as a result of conduct

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of the Parent, the Borrower, any other Loan Party or any other Subsidiary that violates a sanction administered or enforced by the OFAC; or (x) any violation or non-compliance by the Borrower or any Subsidiary of any Applicable Law (including any Environmental Law) including, but not limited to, any Indemnity Proceeding commenced by (A) the Internal Revenue Service or state taxing authority or (B) any Governmental Authority or other Person under any Environmental Law, including any Indemnity Proceeding commenced by a Governmental Authority or other Person seeking remedial or other action to cause the Parent, the Borrower or their respective Subsidiaries (or their respective properties) (or the Administrative Agent and/or the Lenders and/or the Issuing Bank as successors to the Parent or the Borrower) to be in compliance with such Environmental Laws; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any acts or omissions of such Indemnified Party in connection with matters described in this subsection to the extent arising from the gross negligence or willful misconduct of such Indemnified Party, as determined by a court of competent jurisdiction in a final, non-appealable judgment.

(b)    The Borrower’s indemnification obligations under this Section shall apply to all Indemnity Proceedings arising out of, or related to, the foregoing whether or not an Indemnified Party is a named party in such Indemnity Proceeding. In this connection, this indemnification shall cover all Indemnified Costs of any Indemnified Party in connection with any deposition of any Indemnified Party or compliance with any subpoena (including any subpoena requesting the production of documents). This indemnification shall, among other things, apply to any Indemnity Proceeding commenced by other creditors of the Parent, the Borrower or any of their respective Subsidiaries, any Loan Party, any shareholder of the Parent, the Borrower or any of their respective Subsidiaries (whether such shareholder(s) are prosecuting such Indemnity Proceeding in their individual capacity or derivatively on behalf of the Borrower), any account debtor of the Borrower or any Subsidiary or by any Governmental Authority.

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

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

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

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

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

Section 13.11. Termination; Survival.

This Agreement shall terminate at such time as (a) all of the Commitments have been terminated, (b) all Letters of Credit have terminated or expired or been canceled (other than Extended Letters of Credit in respect of which the Borrower has satisfied the requirements to provide Cash Collateral as required in Section 2.4(b)), (c) none of the Lenders is obligated any longer under this Agreement to make any Loans and the Issuing Bank is no longer obligated under this Agreement to issue Letters of Credit and (d) all Obligations (other than obligations which survive as provided in the following sentence) have been paid and satisfied in full. The indemnities to which the Administrative Agent, the Issuing Bank and the Lenders are entitled under the provisions of Sections 3.10., 5.1., 5.4., 12.6., 13.2. and 13.10. and any other provision of this Agreement and the other Loan Documents, and the provisions of Section 13.5., shall continue in full force and effect and shall protect the Administrative Agent, the Issuing Bank and the Lenders (i) notwithstanding any termination of this Agreement, or of the other Loan Documents, against events arising after such termination as well as before and (ii) at all times after any such party ceases to be a party to this Agreement with respect to all matters and events existing on or prior to the date such party ceased to be a party to this Agreement.

Section 13.12. Severability of Provisions.

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

Section 13.13. GOVERNING LAW.

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

Section 13.14. Counterparts.

To facilitate execution, this Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient or required (which may be effectively delivered by facsimile, in portable document format (“PDF”) or other similar electronic means). It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto.

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Section 13.15. Obligations with Respect to Loan Parties and Subsidiaries.

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

Section 13.16. Independence of Covenants.

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

Section 13.17. Limitation of Liability.

None of the Administrative Agent, the Issuing Bank any Lender, or any of their respective Related Parties shall have any liability with respect to, and each of the Parent and the Borrower hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, consequential or punitive damages suffered or incurred by the Parent or the Borrower in connection with, arising out of, or in any way related to, this Agreement, or any of the other Loan Documents, or any of the transactions contemplated by this Agreement or any of the other Loan Documents. The Borrower hereby waives, releases, and agrees not to sue the Administrative Agent or any Lender or any of the Administrative Agent’s or any Lender’s Affiliates, officers, directors, employees, attorneys, or agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Agreement, any of the other Loan Documents, or any of the transactions contemplated by this Agreement or financed hereby.

Section 13.18. Entire Agreement.

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

Section 13.19. Construction.

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

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Section 13.20. Headings.

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

[Signatures on Following Pages]

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IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be executed by their authorized officers all as of the day and year first above written.

BROADSTONE NET LEASE, LLC, a New York limited liability company
By:	Broadstone Net Lease, Inc.,
	a Maryland corporation,
	Managing Member
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	Vice President of Capital Markets
BROADSTONE NET LEASE, INC. a Maryland corporation
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	Vice President of Capital Markets

[Signatures Continued on Next Page]

[Signature Page to Credit Agreement with Broadstone Net Lease, LLC]

MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent and as a Lender
By:	/s/ Lisa Plescia
	Name:	Lisa Plescia
	Title:	Vice President
REGIONS BANK
By:	/s/ Paul E. Burgan
	Name:	Paul E. Burgan
	Title:	Vice President
BANK OF AMERICA N.A.
By:	/s/ Mark E. Dalton
	Name:	Mark E. Dalton
	Title:	Senior Vice President
BANK OF MONTREAL
By:	/s/ Lloyd Baron
	Name:	Lloyd Baron
	Title:	Vice President
RBS CITIZENS N.A.
By:	/s/ Donald Woods
	Name:	Donald Woods
	Title:	Senior Vice President

SCHEDULE I

Revolving Commitments

Lender	Commitment Amount
Manufacturers and Traders Trust Company	$	22,500,000.00
Regions Bank	$	22,500,000.00
Bank of America, N.A.	$	20,000,000.00
Bank of Montreal	$	20,000,000.00
RBS Citizens, N.A.	$	15,000,000.00
Total:	$	100,000,000

Term Loan Commitments

Lender	Commitment Amount
Manufacturers and Traders Trust Company	$	22,500,000.00
Regions Bank	$	22,500,000.00
Bank of America, N.A.	$	20,000,000.00
Bank of Montreal	$	20,000,000.00
RBS Citizens, N.A.	$	15,000,000.00
Total:	$	100,000,000

EX-10.6

EXHIBIT 10.6

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of June 27, 2014, by and among BROADSTONE NET LEASE, LLC (the “Borrower”), BROADSTONE NET LEASE, INC. (the “Parent”), each of the Lenders party hereto and MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent (the “Administrative Agent”).

WHEREAS, the Borrower, the Parent, the Lenders, the Administrative Agent and certain other parties have entered into that certain Credit Agreement dated as of October 2, 2012 (as amended and as in effect immediately prior to the effectiveness of this Amendment, the “Credit Agreement”);

WHEREAS, pursuant to the terms of the Credit Agreement, the Lenders made available to the Borrower a revolving credit facility in the amount of $100,000,000 and Term Loans in the aggregate principal amount of $100,000,000;

WHEREAS, the Borrower, the Parent, the Lenders and the Administrative Agent desire to amend certain provisions of the Credit Agreement, including increasing the aggregate amount of the Revolving Commitments from $100,000,000 to $165,000,000, extending the Revolving Commitment Date and extending the Term Loan Maturity Date, in each case, on the terms and conditions contained herein;

WHEREAS, as the date hereof, the aggregate principal balance of the Term Loans is $100,000,000;

WHEREAS, the Borrower intends to borrow Revolving Loans on the date hereof to prepay the Term Loans in the amount of $50,000,000;

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

Section 1. Specific Amendments to Credit Agreement. Upon the effectiveness of this Amendment, the parties hereto agree that the Credit Agreement shall be amended as follows:

(a) The Credit Agreement is amended by deleting the second recital to the Credit Agreement in its entirety and substituting in its place the following:

WHEREAS, the Administrative Agent, the Issuing Bank and the Lenders desire to make available to the Borrower a credit facility in an initial amount of $215,000,000, which will include a $50,000,000 term loan facility and a $165,000,000 revolving credit facility with a $20,000,000 letter of credit subfacility, on the terms and conditions contained herein.

(b) The Credit Agreement is further amended by restating the following definitions contained in Section 1.1. thereof in their entirety as follows:

“Applicable Facility Fee” means:

(a) Prior to the Investment Grade Rating Date, the per annum percentage set forth in the table below corresponding to the Level at which the “Applicable Margin” is determined in accordance with clause (a) of the definition thereof:

Level	Facility Fee
1		0.250	%
2		0.250	%
3		0.350	%
4		0.350	%

Any change in the applicable Level at which the Applicable Margin is determined under clause (a) of the definition thereof shall result in a corresponding and simultaneous change in the Applicable Facility Fee under this clause (a). The provisions of this clause (a) shall be subject to Section 2.4.(c).

(b) On, and at all times after, the Investment Grade Rating Date, the per annum percentage set forth in the table below corresponding to the Level at which the “Applicable Margin” is determined in accordance with clause (b) of the definition thereof:

Level	Facility Fee
1		0.150	%
2		0.200	%
3		0.250	%
4		0.300	%
5		0.350	%

Any change in the applicable Level at which the Applicable Margin is determined under clause (b) of the definition thereof shall result in a corresponding and simultaneous change in the Applicable Facility Fee under this clause (b). The provisions of this clause (b) shall be subject to Section 2.4.(c).

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“Applicable Margin” means:

(a) Prior to the Investment Grade Rating Date, the percentage rate set forth below corresponding to the ratio of Total Outstanding Indebtedness to Total Market Value as determined in accordance with Section 10.1.(a):

Level	Ratio of Total Outstanding Indebtedness to Total Market Value	Applicable Margin for LIBOR Loans			Applicable Margin for all Base Rate Loans
1	Less than or equal to 0.45 to 1.00		1.750	%		0.250	%
2	Greater than 0.45 to 1.00 but less than or equal to 0.50 to 1.00		1.950	%		0.450	%
3	Greater than 0.50 to 1.00 but less than or equal to 0.55 to 1.00		2.200	%		0.700	%
4	Greater than 0.55 to 1.00		2.500	%		1.00	%

The Applicable Margin for Loans shall be determined by the Administrative Agent from time to time, based on the ratio of Total Outstanding Indebtedness to Total Market Value as set forth in the Compliance Certificate most recently delivered by the Borrower pursuant to Section 9.3. Any adjustment to the Applicable Margin shall be effective as of the first day of the calendar month immediately following the month during which the Borrower delivers to the Administrative Agent the applicable Compliance Certificate pursuant to Section 9.3. If the Borrower fails to deliver a Compliance Certificate pursuant to Section 9.3., the Applicable Margin shall equal the percentages corresponding to Level 4 until the first day of the calendar month immediately following the month that the required Compliance Certificate is delivered. Subject to the immediately preceding sentence, for the period from the First Amendment Effective Date through but excluding the first day of the calendar month immediately following the month during which the Borrower delivers to the Administrative Agent the applicable Compliance Certificate pursuant to Section 9.3. after the First Amendment Effective Date, the Applicable Margin shall be determined based on Level 2. Thereafter, such Applicable Margin shall be adjusted from time to time as set forth in this definition. The provisions of this clause (a) shall be subject to Section 2.4.(c).

(b) On, and at all times after, the Investment Grade Rating Date, the percentage rate set forth in the table below corresponding to the level (each a “Level”) into which the Parent’s or the Borrower’s Credit Rating (whichever is applicable based on the designation provided by the Borrower on the Investment

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Grade Rating Date as to which of the Parent’s or the Borrower’s Credit Rating the Applicable Margin is to be based) then falls. Any change in the Parent’s or the Borrower’s Credit Rating, as applicable, which would cause it to move to a different Level shall be effective as of the first day of the first calendar month immediately following receipt by the Administrative Agent of written notice delivered by the Borrower in accordance with Section 9.4.(r) that the Parent’s or the Borrower’s Credit Rating, as applicable, has changed; provided, however, if the Borrower has not delivered the notice required by such Section but the Administrative Agent becomes aware that the Parent’s or the Borrower’s Credit Rating, as applicable, has changed, then the Administrative Agent may, in its sole discretion, adjust the Level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware that the Parent’s or the Borrower’s Credit Rating, as applicable, has changed. During any period that the Borrower has received two Credit Ratings that are not equivalent, the Applicable Margin shall be determined based on the Level corresponding to the higher of such Credit Ratings (with Level 1 being the highest and Level 5 being the lowest). During any period for which the Parent or the Borrower, as applicable, has received a Credit Rating from only one Rating Agency, then the Applicable Margin shall be determined based on such Credit Rating. During any period that the Parent or the Borrower, as applicable, has not received a Credit Rating from either Rating Agency the Applicable Margin shall be determined based on Level 5. The provisions of this clause (b) shall be subject to Section 2.4.(c).

Level	Borrower’s Credit Rating (S&P/Moody’s)	Applicable Margin for LIBOR Loans			Applicable Margin for Base Rate Loans
1	A-/A3 or better		0.950	%		0.000	%
2	BBB+/Baa1		1.050	%		0.000	%
3	BBB/Baa2		1.250	%		0.000	%
4	BBB-/Baa3		1.450	%		0.000	%
5	Lower than BBB-/Baa3		1.750	%		0.250	%

“Revolving Termination Date” means June 27, 2017, or such later date to which the Revolving Termination Date may be extended pursuant to Section 2.12.

“Term Loan” means a loan made by a Lender to the Borrower pursuant to Section 2.2. (as such loan may be increased pursuant to Section 2.14.) or any loan made pursuant to Section 2.14.

“Term Loan Maturity Date” means June 27, 2017, or such later date to which the Term Loan Maturity Date may be extended pursuant to Section 2.12.

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(c) The Credit Agreement is further amended by adding the following definitions to Section 1.1. thereof in the appropriate alphabetical location:

“Additional Term Loan” has the meaning given that term in Section 2.14.

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

“Existing Term Loan Agreement” means that certain Term Loan Agreement, dated as of May 24, 2013, by and among the Borrower, the Parent, the lenders party thereto, Regions Bank, as administrative agent, and the other parties thereto.

“First Amendment Effective Date” means June 27, 2014.

“Investment Grade Rating” means a Credit Rating of BBB-/Baa3 or higher from S&P or Moody’s, respectively.

“Investment Grade Rating Date” means, at any time after the Parent or the Borrower has received an Investment Grade Rating from any Rating Agency, the date specified by the Borrower as the date on which the Borrower irrevocably elects, in a written notice to the Administrative Agent, to have the Applicable Margin based on either the Parent’s or the Borrower’s Credit Rating (with which of the Parent’s or the Borrower’s Investment Grade Rating it is to be based also specified in such written notice) and to have the facility fee set forth in Section 3.5(c) based on such Investment Grade Rating.

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

“Rating Agency” means S&P or Moody’s.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or any successor.

(d) The Credit Agreement is further amended by deleting the reference to 57.5% in the definition of “Borrowing Base” set forth in Section 1.1. thereof and substituting in its place a reference to 60.0%.

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(e) The Credit Agreement is further amended by restating Section 2.14. thereof in its entirety as follows:

Section 2.14. Increase in Revolving Commitments; Additional Term Loans.

The Borrower shall have the right at any time and from time to time (a) during the period from the Effective Date to but excluding the Revolving Termination Date to request increases in the aggregate amount of the Revolving Commitments and (b) during the period beginning on the Effective Date to but excluding the Term Loan Maturity Date to request the making of additional Term Loans (“Additional Term Loans”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that (x) no more than a total of 4 increases in Revolving Commitments and/or the making of Additional Term Loans under clauses (a) and (b) together shall be permitted under this Section and (y) after giving effect to any such increases in the Revolving Commitments and/or the making of Additional Term Loans, the aggregate amount of the Revolving Commitments and the aggregate outstanding principal amount of the Term Loans shall not exceed $400,000,000 less the amount of any reduction of the Revolving Commitments effected pursuant to Section 2.11. and the amount of any prepayments of the Term Loans. Any Additional Term Loans shall be subject to the terms and conditions of this Agreement. Each such increase in the Revolving Commitments or borrowing of Additional Term Loans must be in the aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments or the making of Additional Term Loans, as applicable, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase in the Revolving Commitments or the making of Additional Term Loans, as applicable, and the allocations of the increase in the Revolving Commitments or the making of Additional Term Loans, as applicable, among such existing Lenders and/or other banks, financial institutions and other institutional lenders, such Lenders to be mutually agreed upon by the Administrative Agent and the Borrower and any approval of a Lender suggested by one shall not be unreasonably withheld, conditioned or delayed by the other. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or make an Additional Term Loan, and any new Lender becoming a party to this Agreement in connection with any such requested increase in the Revolving Commitments or the making of Additional Term Loans must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment or making an initial Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Revolving Lender, on the date it increases its Revolving Commitment or makes an initial Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same

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day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.3.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments or the making of Additional Term Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase in the Revolving Commitments or the making of such additional Term Loans, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of (A) all partnership or other necessary action taken by the Borrower to authorize such increase in the Revolving Commitments or the making of additional Term Loans, as applicable, and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase in the Revolving Commitments or the making of additional Term Loans; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments and Term Loan Notes executed by the Borrower, payable to any new Lender and any existing Lenders making an Additional Term Loan at the time of making of such Loans, as applicable, in each case unless such Lender requests not to receive a Note. In connection with any increase in the aggregate amount of the Revolving Commitments or making of Additional Term Loans pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

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(f) The Credit Agreement is further amended be deleting the period at the end of Section 9.4.(q) thereof and substituting in its place a semicolon and the word “and” and adding the following Section 9.4.(r) immediately after Section 9.4.(q):

(r) Promptly upon, and in any event within 10 Business Days of, any change in the Borrower’s Credit Rating, a certificate stating that the Borrower’s Credit Rating has changed and the new Credit Rating that is in effect.

(g) The Credit Agreement is further amended by restating Section 10.1.(a) thereof in its entirety as follows:

(a) Leverage Ratio. The Parent shall not permit the ratio of (i) Total Outstanding Indebtedness of the Parent and its Subsidiaries to (ii) Total Market Value, to exceed 0.60 to 1.00 at any time.

(h) The Credit Agreement is further amended by restating Section 10.1.(c) thereof in its entirety as follows:

(c) Recourse Secured Indebtedness Ratio. The Parent shall not permit the ratio of (i) Secured Indebtedness that is not Nonrecourse Indebtedness of the Parent and its Subsidiaries to (ii) to Total Market Value, at any time to exceed 0.100 to 1.00.

(i) The Credit Agreement is further amended by restating Section 10.1.(f) thereof in its entirety as follows:

(f) Tangible Net Worth. The Parent shall not permit Tangible Net Worth at any time to be less than (i) 200,000,000 plus (ii) 85.0% of the Net Proceeds of all Equity Issuances effected after May 30, 2014, by the Parent or any of its Subsidiaries to any Person other than the Parent or any of its Subsidiaries.

(j) The Credit Agreement is further amended by restating Section 10.1.(g) thereof in its entirety as follows:

(g) Ratio of Total Unsecured Indebtedness to Total Unencumbered Eligible Property Value. The Parent shall not permit the ratio of (i) Total Unsecured Indebtedness of the Parent and its Subsidiaries to (ii) Total Unencumbered Eligible Property Value to exceed 0.60 to 1.00 at any time.

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(k) The Credit Agreement is further amended by restating Section 10.1.(j) thereof in its entirety as follows:

(j) Total Unencumbered Eligible Property Value. The Parent shall not, and shall not permit Total Unencumbered Eligible Property Value to be less than $250,000,000 at any time.

(l) The Credit Agreement is further amended by restating Section 10.1.(k) thereof in its entirety as follows:

(k) Eligible Properties. The Parent shall not permit the number of Eligible Properties to be less than 100 at any time.

(m) The Credit Agreement is further amended by restating subsection (i) of Section 10.3. thereof in its entirety as follows:

“(i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in (x) any Loan Document, (y) the Existing Term Loan Agreement or (z) any other agreement (A) evidencing Indebtedness that is not Secured Indebtedness which the Parent, the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in this Agreement;”

(n) The Credit Agreement is further amended by deleting the reference to $3,500 in Section 13.6.(b)(iv) and substituting in its place a reference to $5,000.

(o) The Credit Agreement is further amended by deleting Schedule I attached thereto in its entirety and substituting in lieu thereof Schedule I attached hereto.

Section 2. Conditions Precedent. The effectiveness of this Amendment, including without limitation, the reallocation of the Revolving Commitments under Section 3 below, is subject to receipt by the Administrative Agent of each of the following, each in form and substance satisfactory to the Administrative Agent:

(a) a counterpart of this Amendment duly executed by the Borrower, the Parent, the Administrative Agent and each of the Lenders;

(b) a Notice of Revolving Loans Borrowing in the amount of at least $50,000,000, specifying that $50,000,000 of the Revolving Loans made pursuant to such notice are to be used, and making such proceeds Available to the Administrative Agent, to prepay the Term Loans in an amount equal to $50,000,000;

(c) a Guarantor Acknowledgement substantially in the form of Exhibit A attached hereto, executed by each Guarantor;

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(d) except in the case of a Lender that has notified the Administrative Agent in writing that it elects not to receive replacement Notes, replacement Revolving Notes and Term Notes duly executed by the Borrower payable to the order of each Assignor Lender and Assignee Lender in a principal amount equal to the amount of its Revolving Commitment and Term Loans, respectively, as set forth on Schedule I attached hereto;

(e) an opinion of Tones Vaisey, PLLC, counsel to the Borrower, the Parent and the other Loan Parties, addressed to the Administrative Agent and the Lenders and covering the Loan Parties, this Amendment, the Credit Agreement as amended by this Amendment, any other Loan Documents executed in connection with this Amendment to which such Loan Party is a party and such other matters as reasonably requested by the Administrative Agent;

(f) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party, or in the case of any Loan Party that has not altered its organizational instrument since the date such Loan Party became a party to the Loan Documents to which it is a party, a certificate from the Secretary or Assistant Secretary (or other individual performing similar functions) of such Loan Party certifying that there have been no changes to the organizational instrument delivered by such Loan Party in connection with the Credit Agreement;

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

(h) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver this Amendment and any other agreements or documents executed in connection with this Amendment to which such Loan Party is a party (collectively, the “Amendment Documents”);

(i) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity, or in the case of any Loan Party that has not altered its by-laws, operating agreement, partnership

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agreement or other comparable document since the date such Loan Party became a party to the Loan Documents to which it is a party, a certificate from the Secretary or Assistant Secretary (or other individual performing similar functions) of such Loan Party certifying that there have been no changes to the by-laws, operating agreement, partnership agreement or other comparable document delivered by such Loan Party in connection with the Credit Agreement, and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution and delivery of the Amendment Documents and performance of the Amendment Documents and the Credit Agreement as amended by this Amendment;

(j) a Borrowing Base Certificate, calculated as of March 31, 2014, giving pro forma effect to the transactions contemplated herein;

(k) a Compliance Certificate calculated on a pro forma basis for the Parent’s fiscal quarter ending March 31, 2014, giving effect to the transactions contemplated herein;

(l) a certificate of the Parent, signed on behalf of the Parent by a Responsible Officer of the Parent, certifying that (i) no Default or Event of Default has occurred and is continuing as of the date hereof nor will exist immediately after giving effect to this Amendment, (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents (including this Amendment) to which any of them is a party, are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty are true and correct in all respects) on and as of the date hereof immediately after giving effect to this Amendment except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty was true and correct in all respects) on and as of such earlier date) and except for (x) changes in factual circumstances specifically and expressly permitted hereunder and (y) the representation as to the good standing of the Parent in the State of Maryland; and (iii) upon filing the “Personal Property Return as of January 1, 2014 Due April 15, 2014” attached hereto as Exhibit B (the “Return”) with the State of Maryland, Department of Assessments and Taxation, Personal Property Division and payment of the $300 filing fee, the Parent will be in good standing in the State of Maryland.

(m) evidence that (i) all fees due and payable to the Administrative Agent, the Lenders and the Arrangers pursuant to that certain Engagement Letter dated as of May 1, 2014, by and among the Borrower, the Arranger and the Administrative Agent have been paid, (ii) all accrued but unpaid interest on outstanding principal amount of the Loans and all accrued but unpaid fees under Section 3.5. of the Credit Agreement are paid as of the date this Amendment becomes effective and (iii) all other fees, expenses and reimbursement amounts due and payable by a Loan Party to the Administrative Agent or the Arranger in connection with the Credit Agreement, including without limitation, the reasonable, documented out-of-pocket fees and expenses of counsel to the Administrative Agent, have been paid; and

(n) such other documents, instruments and agreements as the Administrative Agent may reasonably request.

Section 3. Reallocations. The Administrative Agent, the Lenders and the Borrower agree that the Revolving Commitment of, and Term Loans held by, each of the Lenders

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immediately prior to the effectiveness of this Amendment shall be allocated among the Lenders such that, immediately after the effectiveness of this Amendment in accordance with its terms, the Revolving Commitment of, and Term Loans held by, each Lender shall be as set forth on Schedule I attached hereto. In order to effect such reallocations, assignments shall be deemed to be made among the Lenders in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by the applicable Assignment and Assumption (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender agrees to make cash settlements in respect of any outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement immediately prior to the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effective), either directly or through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent), such that after giving effect to this Amendment, each Lender holds (a) Revolving Loans equal to its Revolving Commitment Percentage (based on the Revolving Commitment of each Lender as set forth on Schedule I attached hereto) of the Revolving Loans then outstanding and participations in Letters of Credit and (b) Term Loans in the principal amount set forth on Schedule I attached hereto for such Lender.

The Administrative Agent, the Borrower and each Lender confirm that the amounts of each Lender’s Revolving Commitment to be effective, and the outstanding principal amount of Term Loans to be held by each Lender, in each case, on the date this Amendment becomes effective, are as set forth on Schedule I attached hereto.

Section 4. Representations. Each of the Parent and the Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a) Authorization. This Amendment has been duly authorized by all necessary limited liability company action of the Borrower and all corporate action of the Parent, and the Parent has the requisite power and authority to execute and deliver on behalf of itself and the Borrower this Amendment. Each of the Borrower and the Parent has the requisite power and authority to perform this Amendment and the Credit Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by the Borrower and the Parent and each of this Amendment and the Credit Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with their respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and (ii) the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.

(b) Compliance with Laws, etc. The execution and delivery by the Borrower and the Parent of this Amendment and the performance by the Borrower and the Parent of this Amendment and the Credit Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or

12

otherwise: (i) require any Governmental Approvals or violate any Applicable Laws (including all Environmental Laws) relating to the Parent, the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of the Parent, the Borrower or any other Loan Party, or any material indenture, agreement or other instrument to which the Parent, the Borrower or any other Loan Party is a party or by which it or any of its respective properties are bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Parent, the Borrower or any other Loan Party other than in favor of the Administrative Agent for its benefit and the benefit of the Lenders.

(c) No Default. No Default or Event of Default has occurred and is continuing as of the date hereof, nor will exist immediately after giving effect to this Amendment.

Section 5. Reaffirmation of Representations by Borrower and Parent. Each of the Parent and the Borrower hereby repeats and reaffirms all representations and warranties made by the Parent and the Borrower to the Administrative Agent and the Lenders in the Credit Agreement and the other Loan Documents to which it is a party on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full, other than the representation as to the good standing of the Parent in the State of Maryland. Upon filing the “Personal Property Return as of January 1, 2014 Due April 15, 2014” attached hereto as Exhibit B with the State of Maryland, Department of Assessments and Taxation, Personal Property Division and payment of the $300 filing fee, the Parent will be in good standing in the State of Maryland.

Section 6. Good Standing of Parent. No later than the date that is 5 Business Days after the date that this Amendment becomes effective (or such later date as the Administrative Agent may agree), the Borrower shall deliver to the Administrative Agent a certificate of good standing (or certificate of similar meaning) with respect to the Parent issued as of a recent date by the Secretary of State of the State of Maryland. Failure to comply with this covenant shall constitute an Event of Default.

Section 7. Waiver of Prepayment Notice and Notice of Borrowing. Each Lender waives the requirement that the Borrower (i) have provided 3 Business Days’ prior notice to the Administrative Agent for prepayment of Term Loans in the amount of $50,000,000 on the date of the effectiveness of this Amendment and (ii) with respect to any borrowing on the date of the effectiveness of this Amendment of Revolving Loans that are to be LIBOR Loans, have delivered a Notice of Revolving Loan Borrowing at least 3 Business Days prior to the borrowing of such Revolving Loans so long as a Notice of Revolving for such Revolving Loans is delivered at least 1 Business Day prior to the effectiveness of this Amendment.

Section 8. Certain References. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.

Section 9. Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable, documented out-of-pocket costs and expenses (including reasonable

13

attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

Section 10. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 11. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 12. Effect. Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The amendments contained in Section 1 hereof shall be deemed to have prospective application only from the date this Amendment becomes effective. The Credit Agreement, as herein amended, is hereby ratified and confirmed in all respects. Nothing in this Amendment shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or the Lenders under the Credit Agreement, as herein amended, or any other Loan Document.

Section 13. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

Section 14. Loan Documents. This Amendment and the executed Guarantor Acknowledgement substantially in the form attached hereto as Exhibit A shall be deemed to be “Loan Documents” for all purposes under the Credit Agreement and the other Loan Documents.

Section 15. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement, as amended by this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Credit Agreement to be executed as of the date first above written.

THE BORROWER:
BROADSTONE NET LEASE, LLC
By:	Broadstone Net Lease, Inc., Managing Member
By:	/s/ Chris Czarnecki
	Name: Chris Czarnecki
	Title: Chief Financial Officer
THE PARENT:
BROADSTONE NET LEASE, INC.
By:	/s/ Chris Czarnecki
	Name: Chris Czarnecki
	Title: Chief Financial Officer

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[Signature Page to First Amendment to

Credit Agreement for Broadstone Net Lease, LLC]

THE ADMINISTRATIVE AGENT AND THE LENDERS:
MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent and as a Lender
By:	/s/ Lisa Plescia
	Name:	Lisa Plescia
	Title:	Vice President

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[Signature Page to First Amendment to

Credit Agreement for Broadstone Net Lease, LLC]

REGIONS BANK, as a Lender
By:	/s/ Paul E. Burgan
	Name:	Paul E. Burgan
	Title:	Vice President

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[Signature Page to First Amendment to

Credit Agreement for Broadstone Net Lease, LLC]

BANK OF MONTREAL, as a Lender
By:	/s/ Aaron Lanski
	Name:	Aaron Lanski
	Title:	Managing Director

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[Signature Page to First Amendment to

Credit Agreement for Broadstone Net Lease, LLC]

CITIZENS BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Diane Vandenplas
	Name:	Diane Vandenplas
	Title:	Vice President

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[Signature Page to First Amendment to

Credit Agreement for Broadstone Net Lease, LLC]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Andrew W. Hussion
	Name:	Andrew W. Hussion
	Title:	Vice President

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[Signature Page to First Amendment to

Credit Agreement for Broadstone Net Lease, LLC]

SUNTRUST BANK, as a Lender
By:	/s/ Francine Glandt
	Name:	Francine Glandt
	Title:	Vice President

SCHEDULE I

Revolving Commitments

Lender	Commitment Amount
Manufacturers and Traders Trust Company	$	49,883,720.93
Regions Bank	$	38,372,093.02
Bank of Montreal	$	30,697,674.42
Citizens Bank National Association	$	23,023,255.81
Wells Fargo Bank, National Association	$	11,511,627.91
SunTrust Bank	$	11,511,627.91
Total:	$	165,000,000.00

Term Loans

(After giving effect to the prepayment of Term Loans on the First Amendment Effective Date)

Lender	Term Loan
Manufacturers and Traders Trust Company	$	15,116,279.07
Regions Bank	$	11,627,906.98
Bank of Montreal	$	9,302,325.58
Citizens Bank National Association	$	6,976,744.19
Wells Fargo Bank, National Association	$	3,488,372.09
SunTrust Bank	$	3,488,372.09
Total:	$	50,000,000.00

EXHIBIT A

FORM OF GUARANTOR ACKNOWLEDGEMENT

THIS GUARANTOR ACKNOWLEDGEMENT dated as of June 27, 2014 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of Manufacturer and Traders Trust Company, as Administrative Agent (the “Administrative Agent”) and each “Lender” a party to the Credit Agreement referred to below (the “Lenders”).

WHEREAS, Broadstone Net Lease, LLC (the “Borrower”), Broadstone Net Lease, Inc. (the “Parent”), the Lenders, the Administrative Agent and certain other parties have entered into that certain Credit Agreement dated as of October 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of October 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrower’s obligations under the Credit Agreement on the terms and conditions contained in the Guaranty;

WHEREAS, the Borrower, the Parent, the Administrative Agent and the Lenders are to enter into a First Amendment to Credit Agreement dated as of the date hereof (the “Amendment”), to amend the terms of the Credit Agreement on the terms and conditions contained therein; and

WHEREAS, it is a condition precedent to the effectiveness of the Amendment that the Guarantors execute and deliver this Acknowledgement.

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

Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by the Amendment shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder.

Section 2. Governing Law. THIS ACKNOWLEDGEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 3. Counterparts. This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

[Signatures on Next Page]

IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.

THE GUARANTORS:
BROADSTONE NET LEASE, INC.
By:
Name:
Title:
BROADSTONE 2020EX TEXAS, LLC,
	a New York limited liability company
BROADSTONE APLB BRUNSWICK, LLC,
	a New York limited liability company
BROADSTONE APLB MINNESOTA, LLC,
	a New York limited liability company
BROADSTONE APLB SARASOTA,LLC,
	a New York limited liability company
BROADSTONE BFW MINNESOTA, LLC,
	a New York limited liability company
BROADSTONE BK EMPORIA, LLC,
	a New York limited liability company
BROADSTONE BK VIRGINIA, LLC,
	a New York limited liability company
BROADSTONE CABLE, LLC,
	a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
		By:	Broadstone Net Lease, Inc.
			a Maryland corporation,
			its managing member
			By:
			Name:
			Title:

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Signature Page to Broadstone Guarantor Acknowledgement

BROADSTONE CFW TEXAS, LLC,
	a New York limited liability company
BROADSTONE DQ VIRGINIA, LLC,
	a New York limited liability company
BROADSTONE EA OHIO, LLC,
	a New York limited liability company
BROADSTONE EO BIRMINGHAM I, LLC,
	a New York limited liability company
BROADSTONE EO BIRMINGHAM II, LLC,
	a New York limited liability company
BROADSTONE FILTER, LLC,
	a New York limited liability company
BROADSTONE FMFP TEXAS B2, LLC,
	a New York limited liability company
BROADSTONE FMFP TEXAS B3, LLC,
	a New York limited liability company
BROADSTONE JLC MISSOURI, LLC,
	a New York limited liability company
BROADSTONE MD OKLAHOMA, LLC,
	a New York limited liability company
BROADSTONE NDC FAYETTEVILLE, LLC,
	a New York limited liability company
BROADSTONE PCSC TEXAS, LLC,
	a New York limited liability company
BROADSTONE PJ RLY, LLC,
	a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
		By:
		Name:
		Title:

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Signature Page to Broadstone Guarantor Acknowledgement

BROADSTONE RM MISSOURI, LLC,
	a New York limited liability company
BROADSTONE SEC NORTH CAROLINA, LLC
	a New York limited liability company
BROADSTONE SOE RALEIGH, LLC,
	a New York limited liability company
BROADSTONE TA TENNESSEE, LLC,
	a New York limited liability company
BROADSTONE TB JACKSONVILLE, LLC,
	a New York limited liability company
BROADSTONE TB SOUTHEAST, LLC,
	a New York limited liability company
BROADSTONE TB TN, LLC,
	a Delaware limited liability company
BROADSTONE TR FLORIDA, LLC,
	a New York limited liability company
BROADSTONE TSGA KENTUCKY, LLC,
	a New York limited liability company
BROADSTONE WI APPALACHIA, LLC,
	a New York limited liability company
GRC LI TX, LLC,
	a Delaware limited liability company
BROADSTONE ASDCW TEXAS, LLC,
	a New York limited liability company
BROADSTONE AI MICHIGAN, LLC,
	a New York limited liability company
BROADSTONE WI ALABAMA LLC,
	a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
		By:
		Name:
		Title:

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Signature Page to Broadstone Guarantor Acknowledgement

BROADSTONE MED FLORIDA, LLC,
	a New York limited liability company
BROADSTONE ROLLER, LLC,
	a New York limited liability
BROADSTONE NI NORTH CAROLINA, LLC,
	a New York limited liability company ,
BROADSTONE WI EAST, LLC,
	a New York limited liability company
BROADSTONE AUGUST FAMILY UPREIT OH PA, LLC,
	a New York limited liability company
BROADSTONE GCSC FLORIDA, LLC,
	a New York limited liability company
BROADSTONE APLB VIRGINIA, LLC,
	a New York limited liability company
BROADSTONE PY CINCINNATI, LLC,
	a New York limited liability company,
BROADSTONE FDT WISCONSIN, LLC,
	a New York limited liability company
BROADSTONE EWD ILLINOIS, LLC,
	a New York limited liability company
BROADSTONE MCW WISCONSIN, LLC,
	a New York limited liability company
BROADSTONE BNR ARIZONA, LLC,
	a New York limited liability company
TB TAMPA REAL ESTATE, LLC,
	a New York limited liability company
BROADSTONE SC ILLINOIS, LLC,
	a New York limited liability company
BROADSTONE SNI EAST, LLC,
	a New York limited liability company
BROADSTONE RA CALIFORNIA, LLC,
	a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
		By:
		Name:
		Title:

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Signature Page to Broadstone Guarantor Acknowledgement

BROADSTONE PC MICHIGAN, LLC,
	a New York limited liability company
BROADSTONE DHCP VA AL, LLC,
	a New York limited liability company
BROADSTONE GC KENTUCKY, LLC,
	a New York limited liability company
BROADSTONE WI GREAT PLAINS, LLC,
	a New York limited liability company
BROADSTONE SNI GREENWICH, LLC,
	a New York limited liability company
BROADSTONE BW TEXAS, LLC,
	a New York limited liability company
BROADSTONE LGC NORTHEAST, LLC,
	a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
		By:
		Name:
		Title:

Signature Page to Broadstone Guarantor Acknowledgement

EXHIBIT B

(See attached)

EX-10.7

EXHIBIT 10.7

SECOND AMENDMENT TO CREDIT AGREEMENT AND

AGREEMENT REGARDING COMMITMENT INCREASES AND ADDITIONAL TERM LOANS

THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND AGREEMENT REGARDING COMMITMENT INCREASES AND ADDITIONAL TERM LOANS (this “Agreement”) dated as of December 22, 2014 (the “Agreement”), is executed by each of the Lenders a signatory hereto including those Lenders (the “Increasing Lenders”) increasing their Revolving Commitment and/or making Additional Term Loans (as each such term is defined below), MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent (the “Administrative Agent”), BROADSTONE NET LEASE, LLC (the “Borrower”) and BROADSTONE NET LEASE, INC. (the “Parent”).

WHEREAS, the Borrower, the Parent, the Lenders, the Administrative Agent and certain other parties have entered into that certain Credit Agreement dated as of October 2, 2012 (as amended including by that certain First Amendment to Credit Agreement dated as of June 27, 2014 by and among the Borrower, the Parent, the Lenders, the Administrative Agent and the other parties thereto and as in effect immediately prior to the effectiveness of this Agreement, the “Credit Agreement”);

WHEREAS, pursuant to Section 2.14 of the Credit Agreement, the Borrower has requested that (i) the aggregate amount of the Revolving Commitments be increased and (ii) Additional Term Loans be made by the Increasing Lenders to the Borrower, in each case, to or in the amount set forth on Schedule I attached hereto and on the terms set forth herein;

WHEREAS, Increasing Lenders are willing to increase the amount of their respective Revolving Commitments and/or make the Additional Term Loans on the terms set forth herein; and

WHEREAS, the parties hereto desire to amend certain provisions of the Credit Agreement on the terms and conditions contained herein.

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

Section 1. Revolving Commitment Increases. Upon the effectiveness of this Agreement, in reliance on the truth and accuracy of the representations set forth in Section 5 below (a) the Borrower and each Increasing Lender increasing its Revolving Commitment as set forth on Schedule I hereto acknowledge and agree that the amount of such Increasing Lender’s Revolving Commitment shall be the amount set forth for such Increasing Lender on Schedule I as such Increasing Lender’s “Revolving Commitment Amount” and (b) each such Increasing Lender agrees to make the payments required to be made by such Increasing Lender under Section 2.14 of the Credit Agreement.

Section 2. Additional Term Loans. Upon the effectiveness of this Agreement, in reliance on the truth and accuracy of the representations set forth in Section 5 below each Increasing Lender making an Additional Term Loan agrees to make an Additional Term Loan to the Borrower in the principal amount set forth for such Increasing Lender on Schedule I as such Increasing Lender’s “Additional Term Loans”. Each Additional Term Loans effected hereby shall, for the avoidance of doubt, be a “Term Loan” under and as defined in the Credit Agreement and shall be due and payable in full on the Term Loan Maturity Date. The interest on the Additional Term Loans will accrue from and including the date of the making of the Additional Term Loans at the same per annum rate as the existing Term Loans made pursuant to Section 2.2 of the Credit Agreement for the Interest Period that will end concurrently with the end of the Interest Period for such existing Term Loans (notwithstanding anything in the definition of the Interest Period to the contrary).

Section 3. Specific Amendments to Credit Agreement. Upon the effectiveness of this Agreement, the parties hereto agree that the Credit Agreement is amended as follows:

(a)    The Credit Agreement is amended by restating Section 10.1.(f) thereof in its entirety as follows:

(f)    Tangible Net Worth. The Parent shall not permit Tangible Net Worth at any time to be less than (i) 300,000,000 plus (ii) 85.0% of the Net Proceeds of all Equity Issuances effected after December 31, 2014, by the Parent or any of its Subsidiaries to any Person other than the Parent or any of its Subsidiaries.

(b)    The Credit Agreement is further amended by restating Section 10.1.(j) thereof in its entirety as follows:

(j)    Total Unencumbered Eligible Property Value. The Parent shall not, and shall not permit Total Unencumbered Eligible Property Value to be less than $300,000,000 at any time.

Section 4. Conditions Precedent. The effectiveness of this Agreement, including without limitation, the increases of the Revolving Commitments under Section 1 above and the making of the Additional Term Loans pursuant to Section 2 above, is subject to receipt by the Administrative Agent of each of the following, each in form and substance satisfactory to the Administrative Agent:

(a)    a counterpart of this Agreement duly executed by the Borrower, the Parent, the Administrative Agent, each Increasing Lender and the Requisite Lenders;

(b)    Revolving Notes executed by the Borrower, payable to each Increasing Lender increasing its Revolving Commitment (other than any such Increasing Lender that has notified the Administrative Agent that it does not wish to receive a Revolving Note) in the amount of such Increasing Lender’s “Revolving Commitment Amount” as set forth on Schedule I hereto;

(c)    Term Notes executed by the Borrower, payable to each Increasing Lender providing an Additional Term Loan (other than any such Increasing Lender that has notified the Administrative Agent that it does not wish to receive a Term Note) in the amount of such Increasing Lender’s “Term Loans (including Additional Term Loans)” as set forth on Schedule I hereto;

(d)     a Guarantor Acknowledgement substantially in the form of Exhibit A attached hereto, executed by each Guarantor;

(e)    copies certified by the Secretary or Assistant Secretary of all limited liability, corporate, partnership or other necessary action taken by the Borrower, the Parent and each other Guarantor to authorize such increase in the Revolving Commitments and the Additional Term Loans or the guaranty thereof;

(f)    an opinion of Tones Vaisey, PLLC, counsel to the Borrower, the Parent and the other Loan Parties, addressed to the Administrative Agent and the Lenders and covering the matters reasonably requested by the Administrative Agent

(g)    evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent and each Increasing Lender have been paid; and

(h)    such other documents, instruments and agreements as the Administrative Agent may reasonably request.

Section 5. Representations of Borrower. The Borrower represents and warrants that (a) no Default or Event of Default has occurred and is continuing as of the effective date of this Agreement and immediately after giving effect to the increases in the Revolving Commitments and the Additional Term Loans effected hereby, (b) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is true and correct in all respects) on the effective date of this Agreement and immediately after giving effect to the increases in the Revolving Commitments and the Additional Term Loans effected hereby except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Credit Agreement and (c) after giving effect to the increases in the Revolving Commitments and the Additional Term Loans effected hereby, the aggregate principal amount of all Loans, together with the aggregate amount of all Letter of Credit Liabilities, will not exceed the Maximum Availability.

Section 6. Representations and Warranties of Increasing Lenders. Each Increasing Lender (a) represents and warrants that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement, increase its Revolving Commitment and to provide its Additional Term Loan; and (b) agrees that it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents.

Section 7. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 8. Counterparts. This Agreement may be executed in any number of counterparts each of which, when taken together, shall constitute one and the same agreement. Signatures hereto delivered by facsimile transmission, emailed .pdf file or other similar forms of electronic transmission shall be deemed original signatures, which hereby may be relied upon by all parties and shall be binding on the respective signor.

Section 9. Headings. Section headings have been inserted herein for convenience only and shall not be construed to be a part hereof.

Section 10. Amendments; Waivers. This Agreement may not be amended, changed, waived or modified except by a writing executed by each of the Increasing Lenders, the Administrative Agent, the Requisite Lenders and the Borrower.

Section 11. Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Agreement and the other agreements and documents executed and delivered in connection herewith.

Section 12. Benefits. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 13. Effects. On and after the effectiveness of this Agreement, this Agreement shall constitute a Loan Document. Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only from the date this Agreement becomes effective. The Credit Agreement, as herein amended, is hereby ratified and confirmed in all respects.

Section 14. Definitions. Capitalized terms not otherwise defined herein are used herein with the respective meanings given them in the Credit Agreement.

[Signatures on Following Pages]

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Credit Agreement and Agreement Regarding Commitment Increases and Additional Term Loans to be executed as of the date first above written.

THE BORROWER:
BROADSTONE NET LEASE, LLC
By:	Broadstone Net Lease, Inc., Managing Member
By:	/s/ Chris Czarnecki
	Name:	Chris Czarnecki
	Title:	Chief Financial Officer
THE PARENT:
BROADSTONE NET LEASE, INC.
By:	/s/ Chris Czarnecki
	Name:	Chris Czarnecki
	Title:	Chief Financial Officer

[Signatures Continued on Next Page]

THE ADMINISTRATIVE AGENT AND THE LENDERS (including Increasing Lenders):
MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent, a Lender and an Increasing Lender
By:	/s/ Lisa Plescia
	Name:	Lisa Plescia
	Title:	Vice President

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REGIONS BANK, as a Lender
By:	/s/ Paul E. Burgan
	Name:	Paul E. Burgan
	Title:	Vice President

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BANK OF MONTREAL, as a Lender and an Increasing Lender
By:	/s/ Aaron Lanski
	Name:	Aaron Lanski
	Title:	Managing Director

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CITIZENS BANK NATIONAL ASSOCIATION, as a Lender and an Increasing Lender
By:	/s/ Diane Vandenplas
	Name:	Diane Vandenplas
	Title:	Vice President

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WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and an Increasing Lender
By:	/s/ Andrew W. Hussion
	Name:	Andrew W. Hussion
	Title:	Vice President

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SUNTRUST BANK, as a Lender and an Increasing Lender
By:	/s/ Francine Glandt
	Name:	Francine Glandt
	Title:	Vice President

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SCHEDULE I

Revolving Commitments

Lender	Revolving Commitment Amount
Manufacturers and Traders Trust Company	$	86,370,207.42
Regions Bank	$	38,372,093.02
Bank of Montreal	$	48,940,917.66
Citizens Bank National Association	$	30,320,553.10
Wells Fargo Bank, National Association	$	47,998,114.40
SunTrust Bank	$	47,998,114.40
Total:	$	300,000,000.00

Term Loans

Lender	Additional Term Loans		Term Loans (including Additional Term Loans)
Manufacturers and Traders Trust Company	$	13,513,513.51	$	28,629,792.58
Regions Bank	$	0.00	$	11,627,906.98
Bank of Montreal	$	6,756,756.76	$	16,059,082.34
Citizens Bank National Association	$	2,702,702.71	$	9,679,446.90
Wells Fargo Bank, National Association	$	13,513,513.51	$	17,001,885.60
SunTrust Bank	$	13,513,513.51	$	17,001,885.60
Total:	$	50,000,000	$	100,000,000.00

EXHIBIT A

FORM OF GUARANTOR ACKNOWLEDGEMENT

THIS GUARANTOR ACKNOWLEDGEMENT dated as of December 22, 2014 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of Manufacturer and Traders Trust Company, as Administrative Agent (the “Administrative Agent”) and each “Lender” a party to the Credit Agreement referred to below (the “Lenders”).

WHEREAS, Broadstone Net Lease, LLC (the “Borrower”), Broadstone Net Lease, Inc. (the “Parent”), the Lenders, the Administrative Agent and certain other parties have entered into that certain Credit Agreement dated as of October 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of October 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrower’s obligations under the Credit Agreement on the terms and conditions contained in the Guaranty;

WHEREAS, the Borrower, the Parent, the Administrative Agent and certain of the Lenders are to enter into the Second Amendment to Credit Agreement and Agreement Regarding Commitment Increases and Additional Term Loans dated as of the date hereof (the “Agreement”), to, among other things, provide for increases in the amount of such Lenders’ respective Revolving Commitments and Additional Term Loans on the terms and conditions contained therein in accordance with Section 2.14 of the Credit Agreement; and

WHEREAS, it is a condition precedent to the effectiveness of the Agreement that the Guarantors execute and deliver this Acknowledgement.

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

Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by the Agreement, including without limitation, the increase in the total Revolving Commitments under the Credit Agreement and the making of Additional Term Loans, shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder

Section 2. Governing Law. THIS ACKNOWLEDGEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 3. Counterparts. This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

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IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.

THE GUARANTORS:
BROADSTONE NET LEASE, INC.
By:
Name:
Title:
BROADSTONE 2020EX TEXAS, LLC,
	a New York limited liability company
BROADSTONE APLB BRUNSWICK, LLC,
	a New York limited liability company
BROADSTONE APLB MINNESOTA, LLC,
	a New York limited liability company
BROADSTONE APLB SARASOTA, LLC,
	a New York limited liability company
BROADSTONE BFW MINNESOTA, LLC,
	a New York limited liability company
BROADSTONE BK EMPORIA, LLC,
	a New York limited liability company
BROADSTONE BK VIRGINIA, LLC,
	a New York limited liability company
BROADSTONE CABLE, LLC,
	a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
		By:
		Name:
		Title:

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BROADSTONE CFW TEXAS, LLC,
	a New York limited liability company
BROADSTONE DQ VIRGINIA, LLC,
	a New York limited liability company
BROADSTONE EA OHIO, LLC,
	a New York limited liability company
BROADSTONE EO BIRMINGHAM I, LLC,
	a New York limited liability company
BROADSTONE EO BIRMINGHAM II, LLC,
	a New York limited liability company
BROADSTONE FILTER, LLC,
	a New York limited liability company
BROADSTONE FMFP TEXAS B2, LLC,
	a New York limited liability company
BROADSTONE FMFP TEXAS B3, LLC,
	a New York limited liability company
BROADSTONE JLC MISSOURI, LLC,
	a New York limited liability company
BROADSTONE MD OKLAHOMA, LLC,
	a New York limited liability company
BROADSTONE NDC FAYETTEVILLE, LLC,
	a New York limited liability company
BROADSTONE PCSC TEXAS, LLC,
	a New York limited liability company
BROADSTONE PJ RLY, LLC,
	a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
		By:
		Name:
		Title:

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BROADSTONE RM MISSOURI, LLC,
	a New York limited liability company
BROADSTONE SEC NORTH CAROLINA, LLC
	a New York limited liability company
BROADSTONE SOE RALEIGH, LLC,
	a New York limited liability company
BROADSTONE TA TENNESSEE, LLC,
	a New York limited liability company
BROADSTONE TB JACKSONVILLE, LLC,
	a New York limited liability company
BROADSTONE TB SOUTHEAST, LLC,
	a New York limited liability company
BROADSTONE TB TN, LLC,
	a Delaware limited liability company
BROADSTONE TR FLORIDA, LLC,
	a New York limited liability company
BROADSTONE TSGA KENTUCKY, LLC,
	a New York limited liability company
BROADSTONE WI APPALACHIA, LLC,
	a New York limited liability company
GRC LI TX, LLC,
	a Delaware limited liability company
BROADSTONE ASDCW TEXAS, LLC,
	a New York limited liability company
BROADSTONE AI MICHIGAN, LLC,
	a New York limited liability company
BROADSTONE WI ALABAMA LLC,
	a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
		By:
		Name:
		Title:

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BROADSTONE MED FLORIDA, LLC,
	a New York limited liability company
BROADSTONE ROLLER, LLC,
	a New York limited liability
BROADSTONE NI NORTH CAROLINA, LLC,
	a New York limited liability company,
BROADSTONE WI EAST, LLC,
	a New York limited liability company
BROADSTONE AUGUST FAMILY UPREIT OH PA, LLC,
	a New York limited liability company
BROADSTONE GCSC FLORIDA, LLC,
	a New York limited liability company
BROADSTONE APLB VIRGINIA, LLC,
	a New York limited liability company
BROADSTONE PY CINCINNATI, LLC,
	a New York limited liability company,
BROADSTONE FDT WISCONSIN, LLC,
	a New York limited liability company
BROADSTONE EWD ILLINOIS, LLC,
	a New York limited liability company
BROADSTONE MCW WISCONSIN, LLC,
	a New York limited liability company
BROADSTONE BNR ARIZONA, LLC,
	a New York limited liability company
TB TAMPA REAL ESTATE, LLC,
	a New York limited liability company
BROADSTONE SC ILLINOIS, LLC,
	a New York limited liability company
BROADSTONE SNI EAST, LLC,
	a New York limited liability company
BROADSTONE RA CALIFORNIA, LLC,
	a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
		By:
		Name:
		Title:

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BROADSTONE PC MICHIGAN, LLC,
	a New York limited liability company
BROADSTONE DHCP VA AL, LLC,
	a New York limited liability company
BROADSTONE GC KENTUCKY, LLC,
	a New York limited liability company
BROADSTONE WI GREAT PLAINS, LLC,
	a New York limited liability company
BROADSTONE SNI GREENWICH, LLC,
	a New York limited liability company
BROADSTONE BW TEXAS, LLC,
	a New York limited liability company
BROADSTONE LGC NORTHEAST, LLC,
	a New York limited liability company
BROADSTONE SF MINNESOTA, LLC,
	a New York limited liability company
BROADSTONE BEC TEXAS, LLC,
	a New York limited liability company
BROADSTONE OP OHIO, LLC,
	a New York limited liability company
BROADSTONE IS HOUSTON, LLC,
	a New York limited liability company
BROADSTONE IELC TEXAS, LLC,
	a New York limited liability company
BROADSTONE SNC OK TX, LLC,
	a New York limited liability company
BROADSTONE SPS UTAH, LLC,
	a New York limited liability company
BROADSTONE NSC TEXAS, LLC,
	a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
		By:
		Name:
		Title:

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EX-10.8

EXHIBIT 10.8

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of November 6, 2015, by and among BROADSTONE NET LEASE, LLC (the “Borrower”), BROADSTONE NET LEASE, INC. (the “Parent”), each of the Lenders party hereto and MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent (the “Administrative Agent”).

WHEREAS, the Borrower, the Parent, the Lenders, the Administrative Agent and certain other parties have entered into that certain Credit Agreement dated as of October 2, 2012 (as amended including by (i) that certain First Amendment to Credit Agreement dated as of June 27, 2014 by and among the Borrower, the Parent, certain Lenders, the Administrative Agent and the other parties thereto and (ii) that certain Second Amendment to Credit Agreement and Agreement Regarding Commitment Increases and Additional Term Loans dated as of December 22, 2014 by and among the Borrower, the Parent, certain Lenders, the Administrative Agent and the other parties thereto, and as in effect immediately prior to the effectiveness of this Amendment, the “Credit Agreement”);

WHEREAS, the parties hereto desire to amend certain provisions of the Credit Agreement on the terms and conditions contained herein.

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

Section 1. Specific Amendments to Credit Agreement. Upon the effectiveness of this Amendment, the parties hereto agree that the Credit Agreement shall be amended as follows:

(a) The Credit Agreement is amended by restating the following definitions contained in Section 1.1 thereof in their entirety as follows:

“Applicable Reserve Requirement” means, at any time, for any LIBOR Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors of the Federal Reserve System or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves that the Board of Governors of the Federal Reserve System or other applicable regulator require to be maintained by such member banks with respect to (a) any category of liabilities which includes deposits by reference to which Adjusted LIBOR or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include LIBOR Loans. A LIBOR Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on LIBOR Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

“Capitalization Rate” means 7.75%.

“Existing Term Loan Agreements” means (i) that certain Term Loan Agreement, dated as of May 24, 2013, by and among the Borrower, the Parent, the lenders party thereto, Regions Bank, as administrative agent, and the other parties thereto and (ii) that certain Term Loan Agreement dated as of the Third Amendment Date by and among the Borrower, the Parent, the lenders party thereto, SunTrust Bank, as administrative agent, and the other parties thereto, in the case of clauses (i) and (ii), as the same may be amended, extended, supplemented, restated, refinanced or replaced in writing from time to time so long as it contains restrictions on encumbering assets and other material actions of the Loan Parties that are no more restrictive than those restrictions contained in the Loan Documents.

“Financial Officer” means with respect to the Parent, the Borrower or any Subsidiary, the chief executive officer, the chief financial officer, the chief accounting officer, the chief operating officer, if any, and the vice president of finance of the Parent, the Borrower or such Subsidiary.

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

“Investment Grade Rating Date” means, at any time after the Borrower has received an Investment Grade Rating from any Rating Agency, the date specified by the Borrower as the date on which the Borrower irrevocably elects, in a written notice to the Administrative Agent, to have the Applicable Margin based on the Borrower’s Credit Rating and to have the facility fee set forth in Section 3.5.(c) based on such Investment Grade Rating.

“LIBOR” means, for any Interest Period with respect to a LIBOR Loan, the rate appearing on Reuters Screen LIBOR01 page (or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such service or if such page or service ceases to display such information from such other service or method as the Administrative Agent may select) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period; provided that if the rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Nonconforming Features” has the meaning given that term in Section 4.1(c).

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

(b) The Credit Agreement is further amended by restating clause (b) (but not the table set forth below such clause) of the definition of “Applicable Margin” in its entirety as follows:

(b) On, and at all times after, the Investment Grade Rating Date, the percentage rate set forth in the table below corresponding to the level (each a “Level”)

into which the Borrower’s Credit Rating then falls. Any change in the Borrower’s Credit Rating, as applicable, which would cause it to move to a different Level shall be effective as of the first day of the first calendar month immediately following receipt by the Administrative Agent of written notice delivered by the Borrower in accordance with Section 9.4.(r) that the Borrower’s Credit Rating has changed; provided, however, if the Borrower has not delivered the notice required by such Section but the Administrative Agent becomes aware that the Borrower’s Credit Rating has changed, then the Administrative Agent may, in its sole discretion, adjust the Level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware that the Borrower’s Credit Rating has changed. During any period that the Borrower has received two Credit Ratings that are not equivalent, the Applicable Margin shall be determined based on the Level corresponding to the higher of such Credit Ratings (with Level 1 being the highest and Level 5 being the lowest). During any period for which the Borrower, as applicable, has received a Credit Rating from only one Rating Agency, then the Applicable Margin shall be determined based on such Credit Rating. During any period that the Borrower has not received a Credit Rating from either Rating Agency the Applicable Margin shall be determined based on Level 5. The provisions of this clause (b) shall be subject to Section 2.4.(c).

(c) The Credit Agreement is further amended by amending the definition of “Interest Period” to replace the reference to “Revolving Loan Termination Date” with “Revolving Termination Date”.

(d) The Credit Agreement is further amended by adding the following definitions to Section 1.1 thereof in the appropriate alphabetical location:

“Anti-Corruption Laws” means all Applicable Laws of any jurisdiction concerning or relating to bribery, corruption or money laundering, including without limitation, the Foreign Corrupt Practices Act of 1977, as amended.

“Anti-Terrorism Laws” has the meaning given that term in Section 7.1.(aa).

“Patriot Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“Permitted Negative Pledge” means (a) any Negative Pledge contained in an Existing Term Loan Agreement as in effect on the date hereof and (b) a Negative Pledge contained in any agreement that evidences unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to, or no more restrictive than, those restrictions contained in the Loan Documents.

“Sanctioned Country” means, at any time, a country or territory which is, or whose government is, the subject or target of any Sanctions.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by any Governmental Authority of the United States of America, including without limitation, OFAC or the U.S. Department of State, or by the United Nations Security Council, the European Union or any other Governmental Authority, (b) any Person located, operating, organized or resident in a Sanctioned Country, (c) an agency of the government of a Sanctioned County or (d) any Person Controlled by any Person or agency described in any of the preceding clauses (a) through (c).

“Sanctions” means any sanctions or trade embargoes imposed, administered or enforced by any Governmental Authority of the United States of America, including without limitation, OFAC or the U.S. Department of State, or by the United Nations Security Council, the European Union or any other Governmental Authority.

“Third Amendment Date” means November [6], 2015.

“Trading with the Enemy Act” has the meaning given that term in Section 7.1.(aa).

(e) The Credit Agreement is further amended by restating Section 2.7.(b)(ii) thereof in its entirety as follows:

(ii) Maximum Availability Overadvance. If at any time the aggregate principal amount of all outstanding Loans together with the aggregate amount of all Letter of Credit Liabilities and all other Total Unsecured Indebtedness exceeds the Maximum Availability, the Borrower shall within five (5) days of the Borrower obtaining knowledge of the occurrence of any such excess, deliver to the Administrative Agent for prompt distribution to each Lender a written plan to eliminate such excess. Such excess shall be paid (unless otherwise eliminated) within 15 days of the Borrower obtaining knowledge of the occurrence thereof or by the date specified in the Borrower’s written plan to the extent such plan is acceptable to all of the Lenders. Notwithstanding the foregoing, to the extent such excess was caused by a change in the Applicable Mortgage Constant and the Applicable Mortgage Constant exceeds 14% for 14 consecutive days, then, until the date that the Applicable Mortgage Constant falls below 14%, the Applicable Mortgage Constant for purposes of this Section shall be deemed to be an average of the Applicable Mortgage Constant for each day determined for the 30 day period ending on such date of determination.

(f) The Credit Agreement is further amended by restating Section 2.13.(b) thereof in its entirety as follows:

(b) the aggregate principal amount of all outstanding Loans together with aggregate amount of all Letter of Credit Liabilities and all other Total Unsecured Indebtedness, would exceed the Maximum Availability at such time.

(g) The Credit Agreement is further amended by restating Section 3.10.(d) thereof in its entirety as follows:

(d) Patriot Act Notice; Compliance. In order for the Administrative Agent to comply with the Patriot Act, prior to any Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America becoming a party hereto, the Administrative Agent may request, and such Lender or Participant shall provide to the Administrative Agent, its name, address, tax identification number and/or such other identification information as shall be necessary for the Administrative Agent to comply with federal law.

(h) The Credit Agreement is further amended by restating Section 4.2.(b) thereof in its entirety as follows:

(b) The representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) immediately prior to and after giving effect to such Property Release with the same force and effect as if made on and as of such date except to the extent (i) that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date), and (ii) of changes in factual circumstances resulting from transactions permitted by the Loan Documents;

(i) The Credit Agreement is further amended by restating Section 4.2.(d) thereof in its entirety as follows:

(d) After giving effect to such Property Release, the number of Borrowing Base Properties shall be at least 100, and the aggregate Unencumbered Eligible Property Values of such Borrowing Base Properties shall be at least $300,000,000. Delivery by the Borrower to the Administrative Agent of a request for a Property Release shall constitute a representation by the Borrower that the matters set forth in the immediately preceding clauses (a) and (b) (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

(j) The Credit Agreement is further amended by restating Section 5.1.(a) thereof in its entirety as follows:

(a) Capital Adequacy. If any Lender determines that compliance with any law or regulation (including any Regulatory Change) or with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender, or any corporation controlling such Lender, as a consequence of, or with reference to, such Lender’s Commitments or its making or maintaining Loans below the rate which such Lender or such corporation controlling such Lender could have achieved but for such compliance (taking into account the policies of such Lender or such corporation with regard to capital), then the Borrower shall, from time to time, within thirty (30) days after written demand by such Lender, pay to such Lender additional amounts sufficient to compensate such Lender or such corporation controlling such Lender to the extent that such Lender determines such increase in capital is allocable to such Lender’s obligations hereunder.

(k) The Credit Agreement is further amended by restating Section 7.1.(x) thereof in its entirety as follows:

(x) OFAC. None of the Parent, the Borrower, any of the other Loan Parties, any of the other Subsidiaries, or to the Parent’s and the Borrower’s knowledge, any other Affiliate of the Parent: (i) is a person named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control available at http://www.treas.gov/offices/enforcement/ofac/index.shtml or as otherwise published

from time to time; (ii) is (A) an agency of the government of a country, (B) an organization controlled by a country, or (C) a person resident in a country that is subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/index.shtml, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives any of its assets or operating income from investments in or transactions with any such country, agency, organization or person; and none of the proceeds from any Loan, and no Letter of Credit, will be used to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person.

(l) The Credit Agreement is further amended by adding Section 7.1.(aa) as follows:

(aa) Anti-Corruption Laws and Sanctions; Anti-Terrorism Laws. None of the Parent, the Borrower, any Subsidiary or, to the knowledge of the Parent and the Borrower, any of their respective directors, officers, employees and agents (i) is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States, 50 U.S.C. App. §§ 1 et seq., as amended (the “Trading with the Enemy Act”) or (ii) is in violation of (A) the Trading with the Enemy Act, (B) any of the foreign assets control regulations of the United States Treasury Department or any enabling legislation or executive order relating thereto, including without limitation, Executive Order No. 13224, effective as of September 24, 2001 relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (C) the Patriot Act (collectively, the “Anti-Terrorism Laws”). The Parent has implemented and maintains in effect policies and procedures designed to ensure compliance by the Parent, the Borrower, their respective Subsidiaries and their respective directors, officers, employees and agents (in the case of directors, officers, employees and agents, acting solely in their capacity as such for the Parent, the Borrower or a Subsidiary, as applicable) with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions, in each case to the extent applicable to such Persons. The Parent, the Borrower, their respective Subsidiaries and, to the knowledge of the Parent and the Borrower, their respective directors, officers, employees and agents (in the case of directors, officers, employees and agents, acting solely in their capacity as such for the Parent, the Borrower or a Subsidiary, as applicable) are in compliance with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions in all material respects and to the extent applicable to such Persons. None of the Parent, the Borrower or any of their respective Subsidiaries is, or derives any of its assets or operating income from investments in or transactions with, a Sanctioned Person and, to the knowledge of the Parent and the Borrower, none of the respective directors, officers, employees or agents of the Parent, the Borrower or any of their respective Subsidiaries is a Sanctioned Person.

(m) The Credit Agreement is further amended by restating Section 8.2. thereof in its entirety as follows:

Section 8.2. Compliance with Applicable Law.

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, comply with all Applicable Law, including the obtaining of all Governmental Approvals, the failure with which to comply or obtain could reasonably be expected to have a Material Adverse Effect. The Parent will maintain in effect and enforce policies and procedures designed to ensure compliance by the Parent, the

Borrower, their respective Subsidiaries and their respective directors, officers, employees and agents (in the case of directors, officers, employees and agents, acting solely in their capacity as such for the Parent, the Borrower or a Subsidiary, as applicable) with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions, in each case to the extent applicable to such Persons.

(n) The Credit Agreement is further amended by restating Section 8.8. thereof in its entirety as follows:

Section 8.8. Use of Proceeds.

The Borrower will use the proceeds of Loans to finance capital expenditures, to acquire properties, to repay Indebtedness of the Borrower and its Subsidiaries, to provide for the general working capital needs of the Borrower and its Subsidiaries and for other general corporate purposes of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any such margin stock. The Parent and the Borrower shall not use, and shall ensure that their respective Subsidiaries and their respective directors, officers, employees and agents (in the case of directors, officers, employees and agents, acting solely in their capacity as such for the Parent, the Borrower or a Subsidiary, as applicable) shall not use, the proceeds of any Loan or any Letter of Credit in any manner that would result in a violation of any applicable Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions.

(o) The Credit Agreement is further amended by restating Section 8.12.(b) thereof in its entirety as follows:

(b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor (other than the Parent) from the Guaranty so long as: (i) such Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iii) ) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; (iv) if, upon removal of such entity as a Guarantor, any Property would cease to be a Borrowing Base Property, the Borrower shall have complied with the requirements of Section 4.2., and (v) the Administrative Agent shall have received such written request at least 10 Business Days (or such shorter period as may be acceptable to

the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

(p) The Credit Agreement is further amended by restating Sections 9.4.(e), 9.4.(f) and 9.4.(o) thereof in their entirety as follows:

(e) No later than forty-five (45) days before the end of each fiscal year of the Parent ending prior to the later of the Revolving Termination Date and the Term Loan Maturity Date, projected balance sheets, operating statements and sources and uses of cash of the Parent and its Subsidiaries on a consolidated basis for each quarter of the next succeeding fiscal year, all itemized in reasonable detail. The foregoing shall be accompanied by pro forma calculations, together with detailed assumptions, required to establish whether or not the Parent, and when appropriate its consolidated Subsidiaries, will be in compliance with the covenants contained in Sections 10.1. at the end of each fiscal quarter of the next succeeding fiscal year;

(f) Prior to February 1 of each year prior to the later of the Revolving Termination Date and the Term Loan Maturity Date, a property budget for each Borrowing Base Property for the coming fiscal year of the Parent; provided, however, if such Borrowing Base Property is subject to a Triple Net Lease, then only a 12-month forward rent roll shall be required;

(o) Promptly, upon each request, information identifying any Loan Party as a Lender may request in order to comply with the Patriot Act;

(q) The Credit Agreement is further amended by restating Section 9.6. thereof in its entirety as follows:

Section 9.6. USA Patriot Act Notice; Compliance.

Each Lender that is subject to the requirements of the Patriot Act hereby notifies the Parent and the Borrower that pursuant to the requirements of the Patriot Act, such Lender is required to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution. Consequently, a Lender (for itself and/or as Administrative Agent for all Lenders hereunder) may from time-to-time request, and the Parent and the Borrower shall, and shall cause the other Loan Parties to, provide to such Lender, such Loan Party’s name, address, tax identification number and/or such other identification information as shall be necessary for such Lender to comply with federal law. An “account” for this purpose may include, without limitation, a deposit account, cash management service, a transaction or asset account, a credit account, a loan or other extension of credit, and/or other financial services product.

(r) The Credit Agreement is further amended by restating Section 10.2. thereof in its entirety as follows:

Section 10.2. Negative Pledge.

(a) Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or Subsidiary to, (i) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Asset or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Asset, now owned or hereafter acquired, except for Permitted Liens or (ii) except for the Permitted Negative Pledges, permit any Borrowing Base Asset or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Asset, to be subject to a Negative Pledge if such Negative Pledge prohibits or purports to prohibit the creation of a Lien on such Borrowing Base Asset or ownership interest as security for the Obligations.

(b) Neither the Parent nor the Borrower, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.

(c) If any Borrowing Base Asset becomes subject to a Lien causing such Borrowing Base Asset to no longer satisfy the definition of Eligible Property, Unencumbered Mortgage Receivable or Unencumbered Cash, as applicable, then the Borrower or the applicable Subsidiary shall cause the Obligations to be secured equally and ratably with all other obligations secured by such Lien, and in any case the Lenders shall have the benefit, to the full extent that and with such priority as, the Lenders may be entitled under Applicable Law, of an equitable Lien on such Borrowing Base Asset as security for the Obligations. The grant of a Lien pursuant to this Section 10.2.(c) shall not be deemed to cure any Default or Event of Default occurring as a result of such Borrowing Base Asset becoming subject to such Lien.

(s) The Credit Agreement is further amended by restating Section 10.3.(i) thereof in its entirety as follows:

(i)    with respect to clauses (a) through (d), those encumbrances or restrictions contained in (x) any Loan Document, (y) the Existing Term Loan Agreements or (z) any other agreement (A) evidencing Indebtedness that is not Secured Indebtedness which the Parent, the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in this Agreement;”

(t) The Credit Agreement is further amended by restating Section 11.1.(b)(i) thereof in its entirety as follows:

(i) Any Loan Party shall fail to perform or observe any term, covenant, condition or agreement on its part to be performed or observed and contained in Section 8.1. (solely with respect to the existence of the Borrower), Section 8.13., Article IX. or Article X.; or

(u) The Credit Agreement is further amended by restating Section 11.1.(d)(iii) thereof in its entirety as follows:

(iii) Any other event shall have occurred and be continuing beyond all applicable grace and cure periods, which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (other than a mandatory prepayment resulting from the voluntary sale or condemnation of, or a casualty event with respect to, any Property securing such Material Indebtedness; provided that such sale, condemnation or event does not otherwise cause a Default or Event of Default hereunder and, with respect to any condemnation or casualty event, the Parent, the Borrower or such Subsidiary receives insurance proceeds with respect to such Property in an amount sufficient to repay such Material Indebtedness).

(v) The Credit Agreement is further amended by restating Section 11.1.(l)(ii) thereof in its entirety as follows:

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

(w) The Credit Agreement is further amended by restating Section 12.1. thereof in its entirety as follows:

Section 12.1. Appointment and Authorization.

Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing, the use of the terms “Agent”, “Administrative Agent”, “agent” and similar terms in the Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, use of such terms is merely a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The

Administrative Agent shall deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and other documents delivered to the Administrative Agent pursuant to Article IX. that the Parent and the Borrower are not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Parent, the Borrower, any other Loan Party or any other Affiliate of the Parent, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders (or, if required by the Loan Documents, all Lenders) have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

(x) The Credit Agreement is further amended by adding the following to the end of Section 13.10.(a) thereof:

“No Indemnified Party referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnified Party as determined by a court of competent jurisdiction in a final, non-appealable judgment.”

(y) The Term Loan Agreement is amended by deleting the reference to “Sections 3.10., 5.1., 5.4., 12.6., 13.2. and 13.10.” in Section 13.11. thereof and replacing it with “Sections 3.10., 5.1., 5.4., 12.6., 13.2., 13.3. and 13.10.”.

(z) The Credit Agreement is further amended by restating Section 13.17. thereof in its entirety as follows:

Section 13.17. Limitation of Liability.

None of the Administrative Agent, the Issuing Bank, any Lender, or any of their respective Related Parties shall have any liability with respect to, and each of the Parent and the Borrower hereby waives, releases, and agrees not to sue any of them upon, any

claim for any special, indirect, incidental, consequential or punitive damages suffered or incurred by the Parent or the Borrower in connection with, arising out of, or in any way related to, this Agreement, or any of the other Loan Documents, or any of the transactions contemplated by this Agreement or any of the other Loan Documents. Each of the Parent and the Borrower hereby waives, releases, and agrees not to sue the Administrative Agent or any Lender or any of the Administrative Agent’s or any Lender’s Affiliates, officers, directors, employees, attorneys, or agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Agreement, any of the other Loan Documents, or any of the transactions contemplated by this Agreement or financed hereby.

Section 2. Conditions Precedent. The effectiveness of this Amendment, is subject to receipt by the Administrative Agent of the following, each in form and substance satisfactory to the Administrative Agent:

(a) a counterpart of this Amendment duly executed by the Borrower, the Parent, the Administrative Agent and the Requisite Lenders;

(b) a Guarantor Acknowledgement substantially in the form of Exhibit A attached hereto, executed by each Guarantor;

(c) evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent have been paid; and

(d) such other documents, instruments and agreements as the Administrative Agent may reasonably request.

Section 3. Representations. Each of the Parent and the Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a) Authorization. This Amendment has been duly authorized by all necessary limited liability company action of the Borrower and all corporate action of the Parent, and the Parent has the requisite power and authority to execute and deliver on behalf of itself and the Borrower this Amendment. Each of the Borrower and the Parent has the requisite power and authority to perform this Amendment and the Credit Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by the Borrower and the Parent and each of this Amendment and the Credit Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with their respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and (ii) the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.

(b) Compliance with Laws, etc. The execution and delivery by the Borrower and the Parent of this Amendment and the performance by the Borrower and the Parent of this Amendment and the Credit Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise: (i) require any Governmental Approvals or violate any Applicable Laws (including all Environmental Laws) relating to the Parent, the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of the Parent, the Borrower or any other Loan Party, or any material indenture, agreement or other instrument to which the Parent, the Borrower or any other Loan Party is a party or by which it or any of its respective properties are bound; or (iii) result in or require the creation or imposition

of any Lien upon or with respect to any property now owned or hereafter acquired by the Parent, the Borrower or any other Loan Party other than in favor of the Administrative Agent for its benefit and the benefit of the Lenders.

(c) No Default. No Default or Event of Default has occurred and is continuing as of the date hereof, nor will exist immediately after giving effect to this Amendment.

Section 4. Reaffirmation of Representations by Borrower and Parent. Each of the Parent and the Borrower hereby repeats and reaffirms all representations and warranties made by the Parent and the Borrower to the Administrative Agent and the Lenders in the Credit Agreement and the other Loan Documents to which it is a party on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

Section 5. Certain References. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.

Section 6. Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable, documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

Section 7. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 9. Effect. Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The amendment contained in Section 1 hereof shall be deemed to have prospective application only from the date this Amendment becomes effective. The Credit Agreement, as herein amended, is hereby ratified and confirmed in all respects. Nothing in this Amendment shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or the Lenders under the Credit Agreement, as herein amended, or any other Loan Document.

Section 10. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. Signatures hereto delivered by facsimile transmission, emailed .pdf file or other similar forms of electronic transmission shall be deemed original signatures, which hereby may be relied upon by all parties and shall be binding on the respective signor.

Section 11. Loan Documents. This Amendment and the executed Guarantor Acknowledgement substantially in the form attached hereto as Exhibit A shall be deemed to be “Loan Documents” for all purposes under the Credit Agreement and the other Loan Documents.

Section 12. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement, as amended by this Amendment.

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

THE BORROWER:
BROADSTONE NET LEASE, LLC
By:	Broadstone Net Lease, Inc., Managing Member
By:	/s/ Chris Czarnecki
	Name:	Chris Czarnecki
	Title:	Chief Financial Officer
THE PARENT:
BROADSTONE NET LEASE, INC.
By:	/s/ Chris Czarnecki
	Name:	Chris Czarnecki
	Title:	Chief Financial Officer

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THE ADMINISTRATIVE AGENT AND THE LENDERS:
MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent and as a Lender
By:	/s/ Lisa Plescia
	Name:	Lisa Plescia
	Title:	Vice President

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[Signature Page to Third Amendment to Credit Agreement for Broadstone Net Lease LLC]

REGIONS BANK, as a Lender
By:	/s/ Paul E. Burgan
	Name:	Paul E. Burgan
	Title:	Vice President

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[Signature Page to Third Amendment to Credit Agreement for Broadstone Net Lease LLC]

BANK OF MONTREAL, as a Lender
By:	/s/ Aaron Lanski
	Name:	Aaron Lanski
	Title:	Managing Director

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[Signature Page to Third Amendment to Credit Agreement for Broadstone Net Lease LLC]

CITIZENS BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Diane Vandenplas
	Name:	Diane Vandenplas
	Title:	Vice President

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[Signature Page to Third Amendment to Credit Agreement for Broadstone Net Lease LLC]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Andrew W. Hussion
	Name:	Andrew W. Hussion
	Title:	Vice President

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[Signature Page to Third Amendment to Credit Agreement for Broadstone Net Lease LLC]

SUNTRUST BANK, as a Lender
By:	/s/ Francine Glandt
	Name:	Francine Glandt
	Title:	Vice President

[Signature Page to Third Amendment to Credit Agreement for Broadstone Net Lease LLC]

EXHIBIT A

FORM OF GUARANTOR ACKNOWLEDGEMENT

THIS GUARANTOR ACKNOWLEDGEMENT dated as of November 6, 2015 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of Manufacturer and Traders Trust Company, as Administrative Agent (the “Administrative Agent”) and each “Lender” a party to the Credit Agreement referred to below (the “Lenders”).

WHEREAS, Broadstone Net Lease, LLC (the “Borrower”), Broadstone Net Lease, Inc. (the “Parent”), the Lenders, the Administrative Agent and certain other parties have entered into that certain Credit Agreement dated as of October 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of October 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrower’s obligations under the Credit Agreement on the terms and conditions contained in the Guaranty;

WHEREAS, the Borrower, the Parent, the Administrative Agent and certain of the Lenders are to enter into the Third Amendment to Credit Agreement dated as of the date hereof (the “Third Amendment”), to amend the Credit Agreement on the terms and conditions contained therein; and

WHEREAS, it is a condition precedent to the effectiveness of the Third Amendment that the Guarantors execute and deliver this Acknowledgement.

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

Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by the Third Amendment, shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder.

Section 2. Governing Law. THIS ACKNOWLEDGEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 3. Counterparts. This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. Signatures hereto delivered by facsimile transmission, emailed .pdf file or other similar forms of electronic transmission shall be deemed original signatures, which hereby may be relied upon by all parties and shall be binding on the respective signor.

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IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.

THE GUARANTORS:

BROADSTONE NET LEASE, INC.

By:

Name:

Title:

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BROADSTONE 2020EX TEXAS, LLC,
	a New York limited liability company
BROADSTONE AI MICHIGAN, LLC,
	a New York limited liability company
BROADSTONE APLB BRUNSWICK, LLC,
	a New York limited liability company
BROADSTONE APLB MINNESOTA, LLC,
	a New York limited liability company
BROADSTONE APLB SARASOTA, LLC,
	a New York limited liability company
BROADSTONE APLB VIRGINIA, LLC,
	a New York limited liability company
BROADSTONE ASDCW TEXAS, LLC,
	a New York limited liability company
BROADSTONE BFW MINNESOTA, LLC,
	a New York limited liability company
BROADSTONE BK EMPORIA, LLC,
	a New York limited liability company
BROADSTONE BK VIRGINIA, LLC,
	a New York limited liability company
BROADSTONE BNR ARIZONA, LLC,
	a New York limited liability company
BROADSTONE CABLE, LLC,
	a New York limited liability company
By: Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
	By:
	Name:
	Title:

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for Broadstone Net Lease LLC]

BROADSTONE CFW TEXAS, LLC,
	a New York limited liability company
BROADSTONE DQ VIRGINIA, LLC
	a New York limited liability company
BROADSTONE EA OHIO, LLC,
	a New York limited liability company
BROADSTONE EO BIRMINGHAM I, LLC,
	a New York limited liability company
BROADSTONE EO BIRMINGHAM II, LLC,
	a New York limited liability company
BROADSTONE EWD ILLINOIS, LLC,
	a New York limited liability company
BROADSTONE FDT WISCONSIN, LLC,
	a New York limited liability company
BROADSTONE FILTER, LLC,
	a New York limited liability company
BROADSTONE FMFP TEXAS B2, LLC,
	a New York limited liability company
BROADSTONE FMFP TEXAS B3, LLC,
	a New York limited liability company
BROADSTONE GCSC FLORIDA, LLC,
	a New York limited liability company
BROADSTONE JLC MISSOURI, LLC,
	a New York limited liability company
BROADSTONE KNG OKLAHOMA, LLC,
	a New York limited liability company
BROADSTONE LGC NORTHEAST, LLC,
	a New York limited liability company
BROADSTONE MCW WISCONSIN, LLC,
	a New York limited liability company
BROADSTONE PJ RLY,
	a New York limited liability company
BROADSTONE MD OKLAHOMA, LLC,
	a New York limited liability company
BROADSTONE MED FLORIDA, LLC,
	a New York limited liability company
By:   Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
		By: Broadstone Net Lease, Inc.
			a Maryland corporation,
			its managing member
		By:
		Name:
		Title:

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for Broadstone Net Lease LLC]

BROADSTONE NDC FAYETTEVILLE, LLC,
	a New York limited liability company
BROADSTONE SEC NORTH CAROLINA, LLC,
	a New York limited liability company
BROADSTONE NI NORTH CAROLINA, LLC,
	a New York limited liability company
BROADSTONE PCSC TEXAS, LLC,
	a New York limited liability company
BROADSTONE PY CINCINNATI, LLC,
	a New York limited liability company
BROADSTONE RM MISSOURI, LLC,
	a New York limited liability company
BROADSTONE ROLLER, LLC,
	a New York limited liability company
BROADSTONE SOE RALEIGH, LLC,
	a New York limited liability company
BROADSTONE SNC OK TX, LLC,
	a New York limited liability company
BROADSTONE TA TENNESSEE, LLC,
	a New York limited liability company
BROADSTONE TB JACKSONVILLE, LLC,
	a New York limited liability company
BROADSTONE TB SOUTHEAST, LLC,
	a New York limited liability company
BROADSTONE TB TN, LLC,
	a Delaware limited liability company
BROADSTONE TR FLORIDA, LLC,
	a New York limited liability company
BROADSTONE IELC TEXAS, LLC,
	a New York limited liability company
By:   Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
	By:
	Name:
	Title:

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[Signature Page to Guarantor Acknowledgement for Third Amendment to Credit Agreement

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BROADSTONE TSGA KENTUCKY, LLC,
	a New York limited liability company
BROADSTONE WI ALABAMA, LLC,
	a New York limited liability company
BROADSTONE WI APPALACHIA, LLC,
	a New York limited liability company
BROADSTONE WI EAST, LLC,
	a New York limited liability company
BROADSTONE AUGUST FAMILY UPREIT OH PA, LLC
	a New York limited liability company
GRC LI TX, LLC,
	a Delaware limited liability company
TB TAMPA REAL ESTATE, LLC,
	a New York limited liability company
BROADSTONE SC ILLINOIS, LLC,
	a New York limited liability company
BROADSTONE SNI EAST, LLC,
	a New York limited liability company
BROADSTONE RA CALIFORNIA, LLC,
	a New York limited liability company
BROADSTONE PC MICHIGAN, LLC,
	a New York limited liability company
BROADSTONE DHCP VA AL, LLC,
	a New York limited liability company
BROADSTONE GC KENTUCKY, LLC,
	a New York limited liability company
BROADSTONE WI GREAT PLAINS, LLC,
	a New York limited liability company
BROADSTONE SNI GREENWICH, LLC,
	a New York limited liability company
BROADSTONE BW TEXAS, LLC,
	a New York limited liability company
BROADSTONE SF MINNESOTA, LLC,
	a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
	By:
	Name:
	Title:

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[Signature Page to Guarantor Acknowledgement for Third Amendment to Credit Agreement

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BROADSTONE BEC TEXAS, LLC,
	a New York limited liability company
BROADSTONE OP OHIO, LLC,
	a New York limited liability company
BROADSTONE IS HOUSTON, LLC,
	a New York limited liability company
BROADSTONE SPS UTAH, LLC,
	a New York limited liability company
BROADSTONE NSC TEXAS, LLC,
	a New York limited liability company
BROADSTONE HLC MIDWEST, LLC,
	a New York limited liability company
BROADSTONE PP ARKANSAS, LLC,
	a New York limited liability company
BROADSTONE BT SOUTH, LLC,
	a New York limited liability company
BROADSTONE MHH MICHIGAN, LLC,
	a New York limited liability company
BROADSTONE PEARL, LLC,
	a New York limited liability company
BROADSTONE APLB SC, LLC,
	a New York limited liability company
BROADSTONE APLB UTAH, LLC,
	a New York limited liability company
BROADSTONE BFC MARYLAND, LLC,
	a New York limited liability company
BROADSTONE AC WISCONSIN, LLC,
	a New York limited liability company
BROADSTONE STI MINNESOTA, LLC,
	a New York limited liability company
BROADSTONE APM FLORIDA, LLC,
	a New York limited liability company
BROADSTONE MFEC FLORIDA, LLC,
	a New York limited liability company
BROADSTONE TB NORTHWEST, LLC,
	a New York limited liability company
NWR REALTY LLC,
	a Washington limited liability company
BROADSTONE CI WEST, LLC,
	a New York limited liability company
By:
Name:
Title:

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[Signature Page to Guarantor Acknowledgement for Third Amendment to Credit Agreement

for Broadstone Net Lease LLC]

BROADSTONE CC PORTFOLIO, LLC,
	a New York limited liability company
BROADSTONE LC FLORIDA, LLC,
	a New York limited liability company
BROADSTONE BEF PORTFOLIO, LLC,
	a New York limited liability company
BROADSTONE BW ARKANSAS, LLC,
	a New York limited liability company
BROADSTONE BW WINGS SOUTH, LLC,
	a New York limited liability company
BROADSTONE FHS TEXAS, LLC,
	a New York limited liability company
BROADSTONE JFR PORTFOLIO, LLC,
	a New York limited liability company
BROADSTONE KINSTON, LLC,
	a New York limited liability company
By:
Name:
Title:

[Signature Page to Guarantor Acknowledgement for Third Amendment to Credit Agreement

for Broadstone Net Lease LLC]

EX-10.9

EXHIBIT 10.9

FOURTH AMENDMENT TO CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of June 30, 2016, by and among BROADSTONE NET LEASE, LLC (the “Borrower”), BROADSTONE NET LEASE, INC. (the “Parent”), each of the Lenders party hereto and MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent (the “Administrative Agent”).

WHEREAS, the Borrower, the Parent, the Lenders, the Administrative Agent and certain other parties have entered into that certain Credit Agreement dated as of October 2, 2012 (as amended including by (i) that certain First Amendment to Credit Agreement dated as of June 27, 2014 by and among the Borrower, the Parent, certain Lenders, the Administrative Agent and the other parties thereto, (ii) that certain Second Amendment to Credit Agreement and Agreement Regarding Commitment Increases and Additional Term Loans dated as of December 22, 2014 by and among the Borrower, the Parent, certain Lenders, the Administrative Agent and the other parties thereto, and (iii) that certain Third Amendment to Credit Agreement dated as of November 6, 2015 by and among the Borrower, the Parent, certain Lenders, the Administrative Agent and the other parties thereto, and as in effect immediately prior to the effectiveness of this Amendment, the “Credit Agreement”);

WHEREAS, the parties hereto desire to amend certain provisions of the Credit Agreement on the terms and conditions contained herein.

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

Section 1. Specific Amendments to Credit Agreement. Upon the effectiveness of this Amendment, the parties hereto agree that the Credit Agreement shall be amended as follows:

(a)    The Credit Agreement is amended by amending and restating the following definitions contained in Section 1.1. thereof in their entirety as follows:

“Defaulting Lender” means, subject to Section 3.9.(f), any Lender that (a) has failed to (i) fund all or any portion of a Loan to be made by it within 2 Business Days of the date such Loan was required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Bank or any Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within 2 Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or the Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund its Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within 3 Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had

appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.9.(f)) upon delivery of written notice of such determination to the Borrower, the Issuing Bank and each Lender.

“Tangible Net Worth” means, as of a given date, stockholders’ equity of the Parent and its Subsidiaries determined on a consolidated basis plus increases in accumulated depreciation and amortization accrued after December 31, 2014, minus (to the extent included when determining stockholders’ equity of the Parent and its Subsidiaries): (a) the amount of any write-up in the book value of any assets reflected in any balance sheet resulting from revaluation thereof or any write-up in excess of the cost of such assets acquired, and (b) the aggregate of all amounts appearing on the assets side of any such balance sheet for franchises, licenses, permits, patents, patent applications, copyrights, trademarks, service marks, trade names, goodwill, treasury stock, experimental or organizational expenses and other like assets which would be classified as intangible assets under GAAP (other than lease intangible assets, net of lease intangible liabilities), all determined on a consolidated basis.

(b)    The Credit Agreement is further amended by adding the following definitions to Section 1.1. thereof in the appropriate alphabetical location:

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

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

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

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

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

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

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

(c)    The Credit Agreement is further amended by removing Section 3.8. in its entirety.

(d)    The Credit Agreement is further amended by restating Section 4.1.(b) thereof in its entirety as follows:

(b)    Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that any additional Eligible Property be included in calculations of the Borrowing Base, the Borrower shall so notify the Administrative Agent in writing and provide the Administrative Agent with the following, in form and substance reasonably satisfactory to the Administrative Agent:

(i)    An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, survey, current occupancy rate and physical condition of such Property, (B) a 12-month forward rent roll if not included in the schedules attached to the Borrowing Base Certificate;

(ii)    A Borrowing Base Certificate that includes the Unencumbered Eligible Property Value of such Property;

(iii)    To the extent the owner of such Property is not the Borrower or already party to the Guaranty, such deliveries as are required pursuant to Section 8.12 hereof (which items shall be delivered, and such Subsidiary shall become a Guarantor, prior to the date such Property is included as a Borrowing Base Property); and

(iv)    Such other information the Administrative Agent may reasonably request in order to confirm that the Property is an Eligible Property.

Upon the Administrative Agent’s receipt of all of the foregoing items which shall be in form and substance reasonably satisfactory to the Administrative Agent, such Property shall be deemed to be a Borrowing Base Property.

(e)    The Credit Agreement is further amended by amending and restating Section 3.9(d) in its entirety as follows:

(d)    Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Liabilities shall be reallocated among the Non-Defaulting Lenders with Revolving Commitments in accordance with their respective Revolving Commitment Percentages (determined without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Article VI. are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any such Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 13.21., no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(f)    The Credit Agreement is further amended by adding the following at the end of Section 7.1. thereof:

(bb)    None of the Parent, the Borrower or any Subsidiary is an EEA Financial Institution.

(g)    The Credit Agreement is further amended by adding the following new Section 13.21.:

Section 13.21. Acknowledgement and Consent to Bail-In of EEA Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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

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

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

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)     the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Section 2. Conditions Precedent. The effectiveness of this Amendment, is subject to receipt by the Administrative Agent of the following, each in form and substance satisfactory to the Administrative Agent:

(a)    a counterpart of this Amendment duly executed by the Borrower, the Parent, the Administrative Agent and the Requisite Lenders;

(b)    a Guarantor Acknowledgement substantially in the form of Exhibit A attached hereto, executed by each Guarantor;

(c)    evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent have been paid; and

(d)    such other documents, instruments and agreements as the Administrative Agent may reasonably request.

Section 3. Representations. Each of the Parent and the Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a)    Authorization. This Amendment has been duly authorized by all necessary limited liability company action of the Borrower and all corporate action of the Parent, and the Parent has the requisite power and authority to execute and deliver on behalf of itself and the Borrower this Amendment. Each of the Borrower and the Parent has the requisite power and authority to perform this Amendment and the Credit Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by the Borrower and the Parent and each of this Amendment and the Credit Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with their respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and (ii) the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.

(b)    Compliance with Laws, etc. The execution and delivery by the Borrower and the Parent of this Amendment and the performance by the Borrower and the Parent of this Amendment and the Credit Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise: (i) require any Governmental Approvals or violate any Applicable Laws (including all Environmental Laws) relating to the Parent, the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of the Parent, the Borrower or any other Loan Party, or any material indenture, agreement or other instrument to which the Parent, the Borrower or any other Loan Party is a party or by which it or any of its respective properties are bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Parent, the Borrower or any other Loan Party other than in favor of the Administrative Agent for its benefit and the benefit of the Lenders.

(c)    No Default. No Default or Event of Default has occurred and is continuing as of the date hereof, nor will exist immediately after giving effect to this Amendment.

Section 4. Reaffirmation of Representations by Borrower and Parent. Each of the Parent and the Borrower hereby repeats and reaffirms all representations and warranties made by the Parent and the Borrower to the Administrative Agent and the Lenders in the Credit Agreement and the other Loan Documents to which it is a party on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

Section 5. Certain References. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.

Section 6. Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable, documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

Section 7. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 9. Effect. Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The amendments contained in Section 1 hereof shall be deemed to have prospective application only from the date this Amendment becomes effective. The Credit Agreement, as herein amended, is hereby ratified and confirmed in all respects. Nothing in this Amendment shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or the Lenders under the Credit Agreement, as herein amended, or any other Loan Document.

Section 10. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. Signatures hereto delivered by facsimile transmission, emailed .pdf file or other similar forms of electronic transmission shall be deemed original signatures, which hereby may be relied upon by all parties and shall be binding on the respective signor.

Section 11. Loan Documents. This Amendment and the executed Guarantor Acknowledgement substantially in the form attached hereto as Exhibit A shall be deemed to be “Loan Documents” for all purposes under the Credit Agreement and the other Loan Documents.

Section 12. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement, as amended by this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to Credit Agreement to be executed as of the date first above written.

THE BORROWER:
BROADSTONE NET LEASE, LLC
By:	Broadstone Net Lease, Inc., Managing Member
By:	/s/ Chris Czarnecki
	Name:	Chris Czarnecki
	Title:	Chief Financial Officer
THE PARENT:
BROADSTONE NET LEASE, INC.
By:	/s/ Chris Czarnecki
	Name:	Chris Czarnecki
	Title:	Chief Financial Officer

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THE ADMINISTRATIVE AGENT AND THE LENDERS:
MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent and as a Lender
By:	/s/ Lisa Plescia
	Name:	Lisa Plescia
	Title:	Vice President

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[Signature Page to Fourth Amendment to Credit Agreement for Broadstone Net Lease LLC]

REGIONS BANK, as a Lender
By:	/s/ Paul E. Burgan
	Name:	Paul E. Burgan
	Title:	Vice President

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[Signature Page to Fourth Amendment to Credit Agreement for Broadstone Net Lease LLC]

BANK OF MONTREAL, as a Lender
By:	/s/ Aaron Lanski
	Name:	Aaron Lanski
	Title:	Managing Director

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[Signature Page to Fourth Amendment to Credit Agreement for Broadstone Net Lease LLC]

CITIZENS BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Diane Vandenplas
	Name:	Diane Vandenplas
	Title:	Vice President

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[Signature Page to Fourth Amendment to Credit Agreement for Broadstone Net Lease LLC]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Andrew W. Hussion
	Name:	Andrew W. Hussion
	Title:	Vice President

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[Signature Page to Fourth Amendment to Credit Agreement for Broadstone Net Lease LLC]

SUNTRUST BANK, as a Lender
By:	/s/ Francine Glandt
	Name:	Francine Glandt
	Title:	Vice President

[Signature Page to Fourth Amendment to Credit Agreement for Broadstone Net Lease LLC]

EXHIBIT A

FORM OF GUARANTOR ACKNOWLEDGEMENT

THIS GUARANTOR ACKNOWLEDGEMENT dated as of June 30, 2016 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of Manufacturers and Traders Trust Company, as Administrative Agent (the “Administrative Agent”) and each “Lender” a party to the Credit Agreement referred to below (the “Lenders”).

WHEREAS, Broadstone Net Lease, LLC (the “Borrower”), Broadstone Net Lease, Inc. (the “Parent”), the Lenders, the Administrative Agent and certain other parties have entered into that certain Credit Agreement dated as of October 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of October 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrower’s obligations under the Credit Agreement on the terms and conditions contained in the Guaranty;

WHEREAS, the Borrower, the Parent, the Administrative Agent and certain of the Lenders are to enter into the Fourth Amendment to Credit Agreement dated as of the date hereof (the “Fourth Amendment”), to amend the Credit Agreement on the terms and conditions contained therein; and

WHEREAS, it is a condition precedent to the effectiveness of the Fourth Amendment that the Guarantors execute and deliver this Acknowledgement.

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

Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by the Fourth Amendment, shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder.

Section 2. Governing Law. THIS ACKNOWLEDGEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 3. Counterparts. This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. Signatures hereto delivered by facsimile transmission, emailed .pdf file or other similar forms of electronic transmission shall be deemed original signatures, which hereby may be relied upon by all parties and shall be binding on the respective signor.

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IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.

THE GUARANTORS:

BROADSTONE NET LEASE, INC.

By:

Name:

Title:

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BROADSTONE 2020EX TEXAS, LLC,
	a New York limited liability company
BROADSTONE AI MICHIGAN, LLC,
	a New York limited liability company
BROADSTONE APLB BRUNSWICK, LLC,
	a New York limited liability company
BROADSTONE APLB MINNESOTA, LLC,
	a New York limited liability company
BROADSTONE APLB SARASOTA, LLC,
	a New York limited liability company
BROADSTONE APLB VIRGINIA, LLC,
	a New York limited liability company
BROADSTONE ASDCW TEXAS, LLC,
	a New York limited liability company
BROADSTONE BFW MINNESOTA, LLC,
	a New York limited liability company
BROADSTONE BK EMPORIA, LLC,
	a New York limited liability company
BROADSTONE BK VIRGINIA, LLC,
	a New York limited liability company
BROADSTONE BNR ARIZONA, LLC,
	a New York limited liability company
BROADSTONE CABLE, LLC,
	a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
	By:
	Name:
	Title:

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[Signature Page to Guarantor Acknowledgement for Fourth Amendment to Credit Agreement

for Broadstone Net Lease LLC]

BROADSTONE CFW TEXAS, LLC,
	a New York limited liability company
BROADSTONE EA OHIO, LLC,
	a New York limited liability company
BROADSTONE EO BIRMINGHAM I, LLC,
	a New York limited liability company
BROADSTONE EO BIRMINGHAM II, LLC,
	a New York limited liability company
BROADSTONE EWD ILLINOIS, LLC,
	a New York limited liability company
BROADSTONE FDT WISCONSIN, LLC,
	a New York limited liability company
BROADSTONE FILTER, LLC,
	a New York limited liability company
BROADSTONE FMFP TEXAS B2, LLC,
	a New York limited liability company
BROADSTONE FMFP TEXAS B3, LLC,
	a New York limited liability company
BROADSTONE GCSC FLORIDA, LLC,
	a New York limited liability company
BROADSTONE KNG OKLAHOMA, LLC,
	a New York limited liability company
BROADSTONE LGC NORTHEAST, LLC,
	a New York limited liability company
BROADSTONE MCW WISCONSIN, LLC,
	a New York limited liability company
BROADSTONE MD OKLAHOMA, LLC,
	a New York limited liability company
BROADSTONE MED FLORIDA, LLC,
	a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
		By: Broadstone Net Lease, Inc.
			a Maryland corporation,
			its managing member
		By:
		Name:
		Title:

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[Signature Page to Guarantor Acknowledgement for Fourth Amendment to Credit Agreement

for Broadstone Net Lease LLC]

BROADSTONE NDC FAYETTEVILLE, LLC,
	a New York limited liability company
BROADSTONE NI NORTH CAROLINA, LLC,
	a New York limited liability company
BROADSTONE PCSC TEXAS, LLC,
	a New York limited liability company
BROADSTONE PY CINCINNATI, LLC,
	a New York limited liability company
BROADSTONE RM MISSOURI, LLC,
	a New York limited liability company
BROADSTONE ROLLER, LLC,
	a New York limited liability company
BROADSTONE SOE RALEIGH, LLC,
	a New York limited liability company
BROADSTONE SNC OK TX, LLC,
	a New York limited liability company
BROADSTONE TA TENNESSEE, LLC,
	a New York limited liability company
BROADSTONE TB JACKSONVILLE, LLC,
	a New York limited liability company
BROADSTONE TB SOUTHEAST, LLC,
	a New York limited liability company
BROADSTONE TB TN, LLC,
	a Delaware limited liability company
BROADSTONE TR FLORIDA, LLC,
	a New York limited liability company
BROADSTONE IELC TEXAS, LLC,
	a New York limited liability company
By: Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
	By:
	Name:
	Title:

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[Signature Page to Guarantor Acknowledgement for Fourth Amendment to Credit Agreement

for Broadstone Net Lease LLC]

BROADSTONE WI ALABAMA, LLC,
	a New York limited liability company
BROADSTONE WI APPALACHIA, LLC,
	a New York limited liability company
BROADSTONE WI EAST, LLC,
	a New York limited liability company
GRC LI TX, LLC,
	a Delaware limited liability company
TB TAMPA REAL ESTATE, LLC,
	a New York limited liability company
BROADSTONE SC ILLINOIS, LLC,
	a New York limited liability company
BROADSTONE SNI EAST, LLC,
	a New York limited liability company
BROADSTONE RA CALIFORNIA, LLC,
	a New York limited liability company
BROADSTONE PC MICHIGAN, LLC,
	a New York limited liability company
BROADSTONE DHCP VA AL, LLC,
	a New York limited liability company
BROADSTONE GC KENTUCKY, LLC,
	a New York limited liability company
BROADSTONE WI GREAT PLAINS, LLC,
	a New York limited liability company
BROADSTONE SNI GREENWICH, LLC,
	a New York limited liability company
BROADSTONE BW TEXAS, LLC,
	a New York limited liability company
BROADSTONE SF MINNESOTA, LLC,
	a New York limited liability company
By: Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
	By:
	Name:
	Title:

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[Signature Page to Guarantor Acknowledgement for Fourth Amendment to Credit Agreement

for Broadstone Net Lease LLC]

BROADSTONE BEC TEXAS, LLC,
	a New York limited liability company
BROADSTONE OP OHIO, LLC,
	a New York limited liability company
BROADSTONE IS HOUSTON, LLC,
	a New York limited liability company
BROADSTONE SPS UTAH, LLC,
	a New York limited liability company
BROADSTONE NSC TEXAS, LLC,
	a New York limited liability company
BROADSTONE HLC MIDWEST, LLC,
	a New York limited liability company
BROADSTONE PP ARKANSAS, LLC,
	a New York limited liability company
BROADSTONE BT SOUTH, LLC,
	a New York limited liability company
BROADSTONE MHH MICHIGAN, LLC,
	a New York limited liability company
BROADSTONE PEARL, LLC,
	a New York limited liability company
BROADSTONE APLB SC, LLC,
	a New York limited liability company
BROADSTONE APLB UTAH, LLC,
	a New York limited liability company
BROADSTONE BFC MARYLAND, LLC,
	a New York limited liability company
BROADSTONE AC WISCONSIN, LLC,
	a New York limited liability company
BROADSTONE STI MINNESOTA, LLC,
	a New York limited liability company
BROADSTONE APM FLORIDA, LLC,
	a New York limited liability company
BROADSTONE MFEC FLORIDA, LLC,
	a New York limited liability company
By: Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
By:
Name:
Title:

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BROADSTONE TB NORTHWEST, LLC,
	a New York limited liability company
NWR REALTY LLC,
	a Washington limited liability company
BROADSTONE CI WEST, LLC,
	a New York limited liability company
BROADSTONE CC PORTFOLIO, LLC,
	a New York limited liability company
BROADSTONE LC FLORIDA, LLC,
	a New York limited liability company
BROADSTONE BEF PORTFOLIO, LLC,
	a New York limited liability company
BROADSTONE BW ARKANSAS, LLC,
	a New York limited liability company
BROADSTONE BW WINGS SOUTH, LLC,
	a New York limited liability company
BROADSTONE FHS TEXAS, LLC,
	a New York limited liability company
BROADSTONE JFR PORTFOLIO, LLC,
	a New York limited liability company
BROADSTONE KINSTON, LLC,
	a New York limited liability company
BROADSTONE ASH ARKANSAS, LLC,
	a New York limited liability company
BROADSTONE APLB WISCONSIN, LLC,
	a New York limited liability company
BROADSTONE RL PORTFOLIO, LLC,
	a New York limited liability company
BROADSTONE BW APPALACHIA, LLC,
	a New York limited liability company
BROADSTONE FC PORTAGE, LLC,
	a New York limited liability company
BROADSTONE MV PORTFOLIO, LLC,
	a New York limited liability company
BROADSTONE NIC PENNSYLVANIA, LLC,
	a New York limited liability company
By: Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
By:
Name:
Title:

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for Broadstone Net Lease LLC]

BROADSTONE PEARL VIRGINIA, LLC
	a New York limited liability company
BROADSTONE RCS TEXAS, LLC
	a New York limited liability company
BROADSTONE RTC PORTFOLIO, LLC
	a New York limited liability company
By: Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
By:
Name:
Title:

[Signature Page to Guarantor Acknowledgement for Fourth Amendment to Credit Agreement

for Broadstone Net Lease LLC]

EX-10.10

EXHIBIT 10.10

FIFTH AMENDMENT TO CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of December 23, 2016, by and among BROADSTONE NET LEASE, LLC (the “Borrower”), BROADSTONE NET LEASE, INC. (the “Parent”), each of the Lenders party hereto and MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent (the “Administrative Agent”).

WHEREAS, the Borrower, the Parent, the Lenders, the Administrative Agent and certain other parties have entered into that certain Credit Agreement dated as of October 2, 2012 (as amended including by (i) that certain First Amendment to Credit Agreement dated as of June 27, 2014, (ii) that certain Second Amendment to Credit Agreement and Agreement Regarding Commitment Increases and Additional Term Loans dated as of December 22, 2014, (iii) that certain Third Amendment to Credit Agreement dated as of November 6, 2015, and (iv) that certain Fourth Amendment to Credit Agreement dated as of June 30, 2016, in each case, by and among the Borrower, the Parent, certain Lenders party thereto, the Administrative Agent and the other parties thereto, and as in effect immediately prior to the effectiveness of this Amendment, the “Credit Agreement”);

WHEREAS, the parties hereto desire to amend certain provisions of the Credit Agreement on the terms and conditions contained herein.

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

Section 1. Specific Amendments to Credit Agreement. Upon the effectiveness of this Amendment, the parties hereto agree that the Credit Agreement shall be amended as follows:

(a)    The Credit Agreement is amended by amending and restating the definition of “LIBOR” contained in Section 1.1. thereof in its entirety as follows:

“LIBOR” means, for any Interest Period with respect to a LIBOR Loan, the rate appearing on Reuters Screen LIBOR01 page (or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such service or if such page or service ceases to display such information from such other service or method as the Administrative Agent may select) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period; provided that if the rate determined as provided above would be less than zero, then (a) with respect to a Term Loan, such rate shall be deemed to be zero for purposes of this Agreement if and only if the aggregate amount of the outstanding principal amount of all Term Loans that are LIBOR Loans and Borrower’s other Indebtedness consisting of term loans bearing interest at a rate based on LIBOR (collectively, “Term LIBOR Debt”) exceeded the total notional amount of all of Borrower’s Qualifying Swaps at any time during such Interest Period; and (b) with respect to a Revolving Loan, if at any time during such Interest Period the aggregate outstanding principal amount of all LIBOR Loans and Borrower’s other Indebtedness bearing interest at a rate based on LIBOR exceeds the total notional amount of all of Borrower’s Qualifying Swaps, then such rate shall be deemed to be zero for purposes of this Agreement for the portion of such Revolving Loan equal to the amount of such Revolving Loan multiplied by the ratio of (i) the aggregate outstanding principal amount of all LIBOR Loans and Borrower’s other Indebtedness bearing interest

at a rate based on LIBOR minus the total notional amount of all of Borrower’s Qualifying Swaps to (ii) the aggregate outstanding principal amount of all LIBOR Loans and Borrower’s other Indebtedness bearing interest at a rate based on LIBOR minus Term LIBOR Debt.

(b)    The Credit Agreement is further amended by adding the following definitions to Section 1.1. thereof in the appropriate alphabetical location:

“Term LIBOR Debt” has the meaning given that term in the definition of the term “LIBOR.”

“Qualifying Swap” means any interest rate swap transaction that (i) trades floating rate interest for fixed rate interest, (ii) was entered into as a hedge against fluctuations in interest rates in respect of Borrower’s Indebtedness that bears interest at a rate based on LIBOR, and (iii) the parties to such interest rate swap transaction have not elected the “Zero Interest Rate Method” in the International Swaps and Derivatives Association master agreement governing such interest rate swap transaction.

(c)    The Credit Agreement is further amended by restating Section 9.3. thereof in its entirety as follows:

Section 9.3. Compliance Certificate.

At the time the financial statements are furnished pursuant to Sections 9.1. and 9.2., a certificate substantially in the form of Exhibit G (a “Compliance Certificate”) executed on behalf of the Parent by a Financial Officer of the Parent (a) setting forth a reasonably detailed list of all Eligible Properties which the Borrower has included in calculations of Total Unencumbered Eligible Property Value for the fiscal period covered by such Compliance Certificate; (b) setting forth in reasonable detail as of the end of such quarterly accounting period or fiscal year, as the case may be, the calculations required to establish whether the Parent was in compliance with the covenants contained in Section 10.1.; (c) setting forth in reasonable detail as of the end of such quarterly accounting period or fiscal year, as the case may be, (i) all of Borrower’s Qualifying Swaps and the notional amounts thereof, (ii) each period, if any, during which the aggregate outstanding principal amount of Term Loans that are LIBOR Loans and Borrower’s other Indebtedness consisting of term loans bearing interest at a rate based on LIBOR exceeded the total notional amount of all of Borrower’s Qualifying Swaps, (iii) each period, if any, during which the aggregate outstanding principal amount of all LIBOR Loans and Borrower’s other Indebtedness bearing interest at a rate based on LIBOR exceeded the total notional amount of all of Borrower’s Qualifying Swaps, together with the amount of such excess during any such period; and (d) stating that no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature, when it occurred and the steps being taken by the Parent and/or the Borrower with respect to such event, condition or failure.

(d)    Exhibit G to the Credit Agreement is amended by amending and restating paragraph 2 thereof in its entirety as follows:

2.    Schedule 1 attached hereto accurately and completely (a) sets forth reasonably detailed calculations required to establish compliance with Section 10.1. of the Credit Agreement and (b) setting forth in reasonable detail (i) all of Borrower’s Qualifying Swaps and the notional amounts thereof, (ii) each period, if any, during which

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the aggregate outstanding principal amount of Term Loans that are LIBOR Loans and Borrower’s other Indebtedness consisting of term loans bearing interest at a rate based on LIBOR exceeded the total notional amount of all of Borrower’s Qualifying Swaps, (iii) each period, if any, during which the aggregate outstanding principal amount of all LIBOR Loans and Borrower’s other Indebtedness bearing interest at a rate based on LIBOR exceeded the total notional amount of all of Borrower’s Qualifying Swaps, together with the amount of such excess during any such period.

Section 2. Conditions Precedent. The effectiveness of this Amendment, is subject to receipt by the Administrative Agent of the following, each in form and substance satisfactory to the Administrative Agent:

(a)    a counterpart of this Amendment duly executed by the Borrower, the Parent, the Administrative Agent and the Requisite Lenders;

(b)    a Guarantor Acknowledgement substantially in the form of Exhibit A attached hereto, executed by each Guarantor;

(c)    evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent have been paid; and

(d)    such other documents, instruments and agreements as the Administrative Agent may reasonably request.

Section 3. Representations. Each of the Parent and the Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a)    Authorization. This Amendment has been duly authorized by all necessary limited liability company action of the Borrower and all corporate action of the Parent, and the Parent has the requisite power and authority to execute and deliver on behalf of itself and the Borrower this Amendment. Each of the Borrower and the Parent has the requisite power and authority to perform this Amendment and the Credit Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by the Borrower and the Parent and each of this Amendment and the Credit Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with their respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and (ii) the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.

(b)    Compliance with Laws, etc. The execution and delivery by the Borrower and the Parent of this Amendment and the performance by the Borrower and the Parent of this Amendment and the Credit Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise: (i) require any Governmental Approvals or violate any Applicable Laws (including all Environmental Laws) relating to the Parent, the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of the Parent, the Borrower or any other Loan Party, or any material indenture, agreement or other instrument to which the Parent, the Borrower or any other Loan Party is a party or by which it or any of its respective properties are bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Parent, the Borrower or any other Loan Party other than in favor of the Administrative Agent for its benefit and the benefit of the Lenders.

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(c)    No Default. No Default or Event of Default has occurred and is continuing as of the date hereof, nor will exist immediately after giving effect to this Amendment.

Section 4. Reaffirmation of Representations by Borrower and Parent. The representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the date hereof except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Credit Agreement.

Section 5. Certain References. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.

Section 6. Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable, documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

Section 7. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 9. Effect. Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The amendments contained in Section 1 hereof shall be deemed to have prospective application only from the date this Amendment becomes effective. The Credit Agreement, as herein amended, is hereby ratified and confirmed in all respects. Nothing in this Amendment shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or the Lenders under the Credit Agreement, as herein amended, or any other Loan Document.

Section 10. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. Signatures hereto delivered by facsimile transmission, emailed .pdf file or other similar forms of electronic transmission shall be deemed original signatures, which hereby may be relied upon by all parties and shall be binding on the respective signor.

Section 11. Loan Documents. This Amendment and the executed Guarantor Acknowledgement substantially in the form attached hereto as Exhibit A shall be deemed to be “Loan Documents” for all purposes under the Credit Agreement and the other Loan Documents.

Section 12. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement, as amended by this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to Credit Agreement to be executed as of the date first above written.

THE BORROWER:
BROADSTONE NET LEASE, LLC
By:	Broadstone Net Lease, Inc., Managing Member
By:	/s/ Chris Czarnecki
	Name:	Chris Czarnecki
	Title:	Chief Financial Officer
THE PARENT:
BROADSTONE NET LEASE, INC.
By:	/s/ Chris Czarnecki
	Name:	Chris Czarnecki
	Title:	Chief Financial Officer

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[Signature Page to Fifth Amendment to Credit Agreement for Broadstone Net Lease, LLC]

THE ADMINISTRATIVE AGENT AND THE LENDERS:
MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent and as a Lender
By:	/s/ Lisa Plescia
	Name:	Lisa Plescia
	Title:	Vice President

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[Signature Page to Fifth Amendment to Credit Agreement for Broadstone Net Lease, LLC]

REGIONS BANK, as a Lender
By:	/s/ Paul E. Burgan
	Name:	Paul E. Burgan
	Title:	Vice President

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[Signature Page to Fifth Amendment to Credit Agreement for Broadstone Net Lease, LLC]

BANK OF MONTREAL, as a Lender
By:	/s/ Aaron Lanski
	Name:	Aaron Lanski
	Title:	Managing Director

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[Signature Page to Fifth Amendment to Credit Agreement for Broadstone Net Lease, LLC]

CITIZENS BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Diane Vandenplas
	Name:	Diane Vandenplas
	Title:	Vice President

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[Signature Page to Fifth Amendment to Credit Agreement for Broadstone Net Lease, LLC]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Andrew W. Hussion
	Name:	Andrew W. Hussion
	Title:	Vice President

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[Signature Page to Fifth Amendment to Credit Agreement for Broadstone Net Lease, LLC]

SUNTRUST BANK, as a Lender
By:	/s/ Francine Glandt
	Name:	Francine Glandt
	Title:	Vice President

[Signature Page to Fifth Amendment to Credit Agreement for Broadstone Net Lease, LLC]

EXHIBIT A

FORM OF GUARANTOR ACKNOWLEDGEMENT

THIS GUARANTOR ACKNOWLEDGEMENT dated as of December 23, 2016 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of Manufacturers and Traders Trust Company, as Administrative Agent (the “Administrative Agent”) and each “Lender” a party to the Credit Agreement referred to below (the “Lenders”).

WHEREAS, Broadstone Net Lease, LLC (the “Borrower”), Broadstone Net Lease, Inc. (the “Parent”), the Lenders, the Administrative Agent and certain other parties have entered into that certain Credit Agreement dated as of October 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of October 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrower’s obligations under the Credit Agreement on the terms and conditions contained in the Guaranty;

WHEREAS, the Borrower, the Parent, the Administrative Agent and certain of the Lenders are to enter into the Fifth Amendment to Credit Agreement dated as of the date hereof (the “Fifth Amendment”), to amend the Credit Agreement on the terms and conditions contained therein; and

WHEREAS, it is a condition precedent to the effectiveness of the Fifth Amendment that the Guarantors execute and deliver this Acknowledgement.

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

Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by the Fifth Amendment, shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder.

Section 2. Governing Law. THIS ACKNOWLEDGEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 3. Counterparts. This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. Signatures hereto delivered by facsimile transmission, emailed .pdf file or other similar forms of electronic transmission shall be deemed original signatures, which hereby may be relied upon by all parties and shall be binding on the respective signor.

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IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.

THE GUARANTORS:

BROADSTONE NET LEASE, INC.

By:

Name:

Title:

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BROADSTONE 2020EX TEXAS, LLC,
	a New York limited liability company
BROADSTONE AI MICHIGAN, LLC,
	a New York limited liability company
BROADSTONE APLB MINNESOTA, LLC,
	a New York limited liability company
BROADSTONE APLB SARASOTA, LLC,
	a New York limited liability company
BROADSTONE APLB VIRGINIA, LLC,
	a New York limited liability company
BROADSTONE ASDCW TEXAS, LLC,
	a New York limited liability company
BROADSTONE BFW MINNESOTA, LLC,
	a New York limited liability company
BROADSTONE BK EMPORIA, LLC,
	a New York limited liability company
BROADSTONE BK VIRGINIA, LLC,
	a New York limited liability company
BROADSTONE BNR ARIZONA, LLC,
	a New York limited liability company
BROADSTONE CABLE, LLC,
	a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
	a Maryland corporation,
	its managing member
	By:
	Name:
	Title:

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[Signature Page to Guarantor Acknowledgement for Fifth Amendment to Credit Agreement

for Broadstone Net Lease LLC]

BROADSTONE CFW TEXAS, LLC,
	a New York limited liability company
BROADSTONE EA OHIO, LLC,
	a New York limited liability company
BROADSTONE EO BIRMINGHAM I, LLC,
	a New York limited liability company
BROADSTONE EO BIRMINGHAM II, LLC,
	a New York limited liability company
BROADSTONE EWD ILLINOIS, LLC,
	a New York limited liability company
BROADSTONE FDT WISCONSIN, LLC,
	a New York limited liability company
BROADSTONE FILTER, LLC,
	a New York limited liability company
BROADSTONE FMFP TEXAS B2, LLC,
	a New York limited liability company
BROADSTONE FMFP TEXAS B3, LLC,
	a New York limited liability company
BROADSTONE GCSC FLORIDA, LLC,
	a New York limited liability company
BROADSTONE KNG OKLAHOMA, LLC,
	a New York limited liability company
BROADSTONE LGC NORTHEAST, LLC,
	a New York limited liability company
BROADSTONE MCW WISCONSIN, LLC,
	a New York limited liability company
BROADSTONE MD OKLAHOMA, LLC,
	a New York limited liability company
BROADSTONE MED FLORIDA, LLC,
	a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
	a Maryland corporation,
	its managing member
	By:
	Name:
	Title:

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[Signature Page to Guarantor Acknowledgement for Fifth Amendment to Credit Agreement

for Broadstone Net Lease LLC]

BROADSTONE NDC FAYETTEVILLE, LLC,
	a New York limited liability company
BROADSTONE NI NORTH CAROLINA, LLC,
	a New York limited liability company
BROADSTONE PCSC TEXAS, LLC,
	a New York limited liability company
BROADSTONE PY CINCINNATI, LLC,
	a New York limited liability company
BROADSTONE RM MISSOURI, LLC,
	a New York limited liability company
BROADSTONE ROLLER, LLC,
	a New York limited liability company
BROADSTONE SOE RALEIGH, LLC,
	a New York limited liability company
BROADSTONE SNC OK TX, LLC,
	a New York limited liability company
BROADSTONE TA TENNESSEE, LLC,
	a New York limited liability company
BROADSTONE TB JACKSONVILLE, LLC,
	a New York limited liability company
BROADSTONE TB SOUTHEAST, LLC,
	a New York limited liability company
BROADSTONE TB TN, LLC,
	a Delaware limited liability company
BROADSTONE TR FLORIDA, LLC,
	a New York limited liability company
BROADSTONE IELC TEXAS, LLC,
	a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
	a Maryland corporation,
	its managing member
	By:
	Name:
	Title:

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[Signature Page to Guarantor Acknowledgement for Fifth Amendment to Credit Agreement

for Broadstone Net Lease LLC]

BROADSTONE WI ALABAMA, LLC,
	a New York limited liability company
BROADSTONE WI APPALACHIA, LLC,
	a New York limited liability company
BROADSTONE WI EAST, LLC,
	a New York limited liability company
GRC LI TX, LLC,
	a Delaware limited liability company
TB TAMPA REAL ESTATE, LLC,
	a New York limited liability company
BROADSTONE SC ILLINOIS, LLC,
	a New York limited liability company
BROADSTONE SNI EAST, LLC,
	a New York limited liability company
BROADSTONE RA CALIFORNIA, LLC,
	a New York limited liability company
BROADSTONE PC MICHIGAN, LLC,
	a New York limited liability company
BROADSTONE DHCP VA AL, LLC,
	a New York limited liability company
BROADSTONE GC KENTUCKY, LLC,
	a New York limited liability company
BROADSTONE WI GREAT PLAINS, LLC,
	a New York limited liability company
BROADSTONE SNI GREENWICH, LLC,
	a New York limited liability company
BROADSTONE BW TEXAS, LLC,
	a New York limited liability company
BROADSTONE SF MINNESOTA, LLC,
	a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
	By:
	Name:
	Title:

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[Signature Page to Guarantor Acknowledgement for Fifth Amendment to Credit Agreement

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BROADSTONE BEC TEXAS, LLC,
	a New York limited liability company
BROADSTONE OP OHIO, LLC,
	a New York limited liability company
BROADSTONE IS HOUSTON, LLC,
	a New York limited liability company
BROADSTONE SPS UTAH, LLC,
	a New York limited liability company
BROADSTONE NSC TEXAS, LLC,
	a New York limited liability company
BROADSTONE HLC MIDWEST, LLC,
	a New York limited liability company
BROADSTONE PP ARKANSAS, LLC,
	a New York limited liability company
BROADSTONE BT SOUTH, LLC,
	a New York limited liability company
BROADSTONE MHH MICHIGAN, LLC,
	a New York limited liability company
BROADSTONE PEARL, LLC,
	a New York limited liability company
BROADSTONE APLB SC, LLC,
	a New York limited liability company
BROADSTONE APLB UTAH, LLC,
	a New York limited liability company
BROADSTONE BFC MARYLAND, LLC,
	a New York limited liability company
BROADSTONE AC WISCONSIN, LLC,
	a New York limited liability company
BROADSTONE STI MINNESOTA, LLC,
	a New York limited liability company
BROADSTONE APM FLORIDA, LLC,
	a New York limited liability company
BROADSTONE MFEC FLORIDA, LLC,
	a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
	By:
	Name:
	Title:

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[Signature Page to Guarantor Acknowledgement for Fifth Amendment to Credit Agreement

for Broadstone Net Lease LLC]

BROADSTONE TB NORTHWEST, LLC,
	a New York limited liability company
NWR REALTY LLC,
	a Washington limited liability company
BROADSTONE CI WEST, LLC,
	a New York limited liability company
BROADSTONE CC PORTFOLIO, LLC,
	a New York limited liability company
BROADSTONE BEF PORTFOLIO, LLC,
	a New York limited liability company
BROADSTONE BW ARKANSAS, LLC,
	a New York limited liability company
BROADSTONE BW WINGS SOUTH, LLC,
	a New York limited liability company
BROADSTONE FHS TEXAS, LLC,
	a New York limited liability company
BROADSTONE JFR PORTFOLIO, LLC,
	a New York limited liability company
BROADSTONE KINSTON, LLC,
	a New York limited liability company
BROADSTONE ASH ARKANSAS, LLC,
	a New York limited liability company
BROADSTONE APLB WISCONSIN, LLC,
	a New York limited liability company
BROADSTONE RL PORTFOLIO, LLC,
	a New York limited liability company
BROADSTONE BW APPALACHIA, LLC,
	a New York limited liability company
BROADSTONE FC PORTAGE, LLC,
	a New York limited liability company
BROADSTONE MV PORTFOLIO, LLC,
	a New York limited liability company
BROADSTONE NIC PENNSYLVANIA, LLC,
	a New York limited liability company
By: Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
	a Maryland corporation,
	its managing member
By:
Name:
Title:

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[Signature Page to Guarantor Acknowledgement for Fifth Amendment to Credit Agreement

for Broadstone Net Lease LLC]

BROADSTONE PEARL VIRGINIA, LLC
	a New York limited liability company
BROADSTONE RCS TEXAS, LLC
	a New York limited liability company
BROADSTONE RTC PORTFOLIO, LLC
	a New York limited liability company
BROADSTONE SSH CALIFORNIA, LLC
	a New York limited liability company
BROADSTONE TB OZARKS, LLC
	a New York limited liability company
BROADSTONE FP, LLC
	a New York limited liability company
BROADSTONE BB PORTFOLIO, LLC
	a New York limited liability company
BROADSTONE CHR ILLINOIS, LLC
	a New York limited liability company
BROADSTONE RENAL TENNESSEE, LLC
	a New York limited liability company
BROADSTONE PEARL FL TX, LLC
	a New York limited liability company
BROADSTONE STS CALIFORNIA, LLC
	a New York limited liability company
BROADSTONE TS PORTFOLIO, LLC
	a New York limited liability company
By: Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
	a Maryland corporation,
	its managing member
By:
Name:
Title:

[Signature Page to Guarantor Acknowledgement for Fifth Amendment to Credit Agreement

for Broadstone Net Lease LLC]

EX-10.11

EXHIBIT 10.11

SIXTH AMENDMENT TO CREDIT AGREEMENT

THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of March 23, 2017, by and among BROADSTONE NET LEASE, LLC (the “Borrower”), BROADSTONE NET LEASE, INC. (the “Parent”), each of the Lenders party hereto and MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent (the “Administrative Agent”).

WHEREAS, the Borrower, the Parent, the Lenders, the Administrative Agent and certain other parties have entered into that certain Credit Agreement dated as of October 2, 2012 (as amended including by (i) that certain First Amendment to Credit Agreement dated as of June 27, 2014, (ii) that certain Second Amendment to Credit Agreement and Agreement Regarding Commitment Increases and Additional Term Loans dated as of December 22, 2014, (iii) that certain Third Amendment to Credit Agreement dated as of November 6, 2015, (iv) that certain Fourth Amendment to Credit Agreement dated as of June 30, 2016, and (v) that certain Fifth Amendment to Credit Agreement dated as of December 23, 2016, in each case, by and among the Borrower, the Parent, certain Lenders party thereto, the Administrative Agent and the other parties thereto, and as in effect immediately prior to the effectiveness of this Amendment, the “Credit Agreement”);

WHEREAS, the parties hereto desire to amend certain provisions of the Credit Agreement on the terms and conditions contained herein.

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

Section 1. Specific Amendments to Credit Agreement. Upon the effectiveness of this Amendment, the parties hereto agree that the Credit Agreement shall be amended as follows:

(a)    The Credit Agreement is amended by amending and restating the second sentence of Section 2.12. thereof in its entirety as follows:

The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 180 days prior to the current Revolving Termination Date and/or Term Loan Maturity Date, as applicable, a written request for such extension (an “Extension Request”).

Section 2. Conditions Precedent. The effectiveness of this Amendment, is subject to receipt by the Administrative Agent of the following, each in form and substance satisfactory to the Administrative Agent:

(a)    a counterpart of this Amendment duly executed by the Borrower, the Parent, the Administrative Agent and the Requisite Lenders;

(b)    a Guarantor Acknowledgement substantially in the form of Exhibit A attached hereto, executed by each Guarantor;

(c)    evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent have been paid; and

(d)    such other documents, instruments and agreements as the Administrative Agent may reasonably request.

Section 3. Representations. Each of the Parent and the Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a)    Authorization. This Amendment has been duly authorized by all necessary limited liability company action of the Borrower and all corporate action of the Parent, and the Parent has the requisite power and authority to execute and deliver on behalf of itself and the Borrower this Amendment. Each of the Borrower and the Parent has the requisite power and authority to perform this Amendment and the Credit Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by the Borrower and the Parent and each of this Amendment and the Credit Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with their respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and (ii) the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.

(b)    Compliance with Laws, etc. The execution and delivery by the Borrower and the Parent of this Amendment and the performance by the Borrower and the Parent of this Amendment and the Credit Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise: (i) require any Governmental Approvals or violate any Applicable Laws (including all Environmental Laws) relating to the Parent, the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of the Parent, the Borrower or any other Loan Party, or any material indenture, agreement or other instrument to which the Parent, the Borrower or any other Loan Party is a party or by which it or any of its respective properties are bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Parent, the Borrower or any other Loan Party other than in favor of the Administrative Agent for its benefit and the benefit of the Lenders.

(c)    No Default. No Default or Event of Default has occurred and is continuing as of the date hereof, nor will exist immediately after giving effect to this Amendment.

Section 4. Reaffirmation of Representations by Borrower and Parent. The representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the date hereof except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Credit Agreement.

Section 5. Certain References. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.

Section 6. Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable, documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

2

Section 7. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 9. Effect. Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The amendments contained in Section 1 hereof shall be deemed to have prospective application only from the date this Amendment becomes effective. The Credit Agreement, as herein amended, is hereby ratified and confirmed in all respects. Nothing in this Amendment shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or the Lenders under the Credit Agreement, as herein amended, or any other Loan Document.

Section 10. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. Signatures hereto delivered by facsimile transmission, emailed .pdf file or other similar forms of electronic transmission shall be deemed original signatures, which hereby may be relied upon by all parties and shall be binding on the respective signor.

Section 11. Loan Documents. This Amendment and the executed Guarantor Acknowledgement substantially in the form attached hereto as Exhibit A shall be deemed to be “Loan Documents” for all purposes under the Credit Agreement and the other Loan Documents.

Section 12. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement, as amended by this Amendment.

[Signatures Commence on Next Page]

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IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to Credit Agreement to be executed as of the date first above written.

THE BORROWER:
BROADSTONE NET LEASE, LLC
By:	Broadstone Net Lease, Inc., Managing Member
By:	/s/ Chris Czarnecki
	Name:	Chris Czarnecki
	Title:	Chief Financial Officer
THE PARENT:
BROADSTONE NET LEASE, INC.
By:	/s/ Chris Czarnecki
	Name:	Chris Czarnecki
	Title:	Chief Financial Officer

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[Signature Page to Sixth Amendment to Credit Agreement for Broadstone Net Lease, LLC]

THE ADMINISTRATIVE AGENT AND THE LENDERS:
MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent and as a Lender
By:	/s/ Lisa Plescia
	Name:	Lisa Plescia
	Title:	Vice President

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[Signature Page to Sixth Amendment to Credit Agreement for Broadstone Net Lease, LLC]

REGIONS BANK, as a Lender
By:	/s/ Paul E. Burgan
	Name:	Paul E. Burgan
	Title:	Vice President

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[Signature Page to Sixth Amendment to Credit Agreement for Broadstone Net Lease, LLC]

BANK OF MONTREAL, as a Lender
By:	/s/ Aaron Lanski
	Name:	Aaron Lanski
	Title:	Managing Director

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[Signature Page to Sixth Amendment to Credit Agreement for Broadstone Net Lease, LLC]

CITIZENS BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Diane Vandenplas
	Name:	Diane Vandenplas
	Title:	Vice President

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[Signature Page to Sixth Amendment to Credit Agreement for Broadstone Net Lease, LLC]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Andrew W. Hussion
	Name:	Andrew W. Hussion
	Title:	Vice President

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[Signature Page to Sixth Amendment to Credit Agreement for Broadstone Net Lease, LLC]

SUNTRUST BANK, as a Lender
By:	/s/ Francine Glandt
	Name:	Francine Glandt
	Title:	Vice President

[Signature Page to Sixth Amendment to Credit Agreement for Broadstone Net Lease, LLC]

EXHIBIT A

FORM OF GUARANTOR ACKNOWLEDGEMENT

THIS GUARANTOR ACKNOWLEDGEMENT dated as of March [    ], 2017 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of Manufacturers and Traders Trust Company, as Administrative Agent (the “Administrative Agent”) and each “Lender” a party to the Credit Agreement referred to below (the “Lenders”).

WHEREAS, Broadstone Net Lease, LLC (the “Borrower”), Broadstone Net Lease, Inc. (the “Parent”), the Lenders, the Administrative Agent and certain other parties have entered into that certain Credit Agreement dated as of October 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of October 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrower’s obligations under the Credit Agreement on the terms and conditions contained in the Guaranty;

WHEREAS, the Borrower, the Parent, the Administrative Agent and certain of the Lenders are to enter into the Sixth Amendment to Credit Agreement dated as of the date hereof (the “Sixth Amendment”), to amend the Credit Agreement on the terms and conditions contained therein; and

WHEREAS, it is a condition precedent to the effectiveness of the Sixth Amendment that the Guarantors execute and deliver this Acknowledgement.

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

Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by the Sixth Amendment, shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder.

Section 2. Governing Law. THIS ACKNOWLEDGEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 3. Counterparts. This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. Signatures hereto delivered by facsimile transmission, emailed .pdf file or other similar forms of electronic transmission shall be deemed original signatures, which hereby may be relied upon by all parties and shall be binding on the respective signor.

[Signatures on Next Page]

IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.

THE GUARANTORS:
BROADSTONE NET LEASE, INC.
By:
Name:	Ryan M. Albano
Title:	Executive Vice President and Chief Financial Officer

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BROADSTONE 2020EX TEXAS, LLC,             a New York limited liability company
BROADSTONE AI MICHIGAN, LLC,              a New York limited liability company
BROADSTONE AFD GEORGIA, LLC,              a New York limited liability company
BROADSTONE APLB MINNESOTA, LLC,              a New York limited liability company
BROADSTONE APLB SARASOTA, LLC,              a New York limited liability company
BROADSTONE APLB VIRGINIA, LLC,              a New York limited liability company
BROADSTONE ASDCW TEXAS, LLC,              a New York limited liability company
BROADSTONE BFW MINNESOTA, LLC,              a New York limited liability company
BROADSTONE BK EMPORIA, LLC,              a New York limited liability company
BROADSTONE BK VIRGINIA, LLC,              a New York limited liability company
BROADSTONE BNR ARIZONA, LLC,              a New York limited liability company BROADSTONE CABLE, LLC,              a New York limited liability company By: Broadstone Net Lease, LLC,              a New York limited liability company,              its sole member
	By: Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
	By:
	Name:	Ryan M. Albano
	Title:	Executive Vice President and
		Chief Financial Officer

[Signatures Continued on Next Page]

[Signature Page to Guarantor Acknowledgement for Sixth Amendment to Credit Agreement

for Broadstone Net Lease LLC]

BROADSTONE EA OHIO, LLC,             a New York limited liability company
BROADSTONE EO BIRMINGHAM I, LLC,             a New York limited liability company
BROADSTONE EO BIRMINGHAM II, LLC,             a New York limited liability company
BROADSTONE EWD ILLINOIS, LLC,             a New York limited liability company
BROADSTONE FDT WISCONSIN, LLC,             a New York limited liability company
BROADSTONE FILTER, LLC,             a New York limited liability company
BROADSTONE FMFP TEXAS B2, LLC,             a New York limited liability company
BROADSTONE FMFP TEXAS B3, LLC,             a New York limited liability company
BROADSTONE GCSC FLORIDA, LLC,             a New York limited liability company
BROADSTONE KNG OKLAHOMA, LLC,             a New York limited liability company
BROADSTONE LGC NORTHEAST, LLC,             a New York limited liability company
BROADSTONE MCW WISCONSIN, LLC,             a New York limited liability company
BROADSTONE MD OKLAHOMA, LLC,             a New York limited liability company
BROADSTONE MED FLORIDA, LLC, a New York limited liability company
By: Broadstone Net Lease, LLC,             a New York limited liability company,             its sole member
	By: Broadstone Net Lease, Inc.             a Maryland corporation,             its managing member
	By:
	Name:	Ryan M. Albano
	Title:	Executive Vice President and
		Chief Financial Officer

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[Signature Page to Guarantor Acknowledgement for Sixth Amendment to Credit Agreement

for Broadstone Net Lease LLC]

BROADSTONE NDC FAYETTEVILLE, LLC,
	a New York limited liability company
BROADSTONE NI NORTH CAROLINA, LLC,
	a New York limited liability company
BROADSTONE PCSC TEXAS, LLC,
	a New York limited liability company
BROADSTONE PY CINCINNATI, LLC,
	a New York limited liability company
BROADSTONE RM MISSOURI, LLC,
	a New York limited liability company
BROADSTONE ROLLER, LLC,
	a New York limited liability company
BROADSTONE SOE RALEIGH, LLC,
	a New York limited liability company
BROADSTONE SNC OK TX, LLC,
	a New York limited liability company
BROADSTONE TA TENNESSEE, LLC,
	a New York limited liability company
BROADSTONE TB JACKSONVILLE, LLC,
	a New York limited liability company
BROADSTONE TB SOUTHEAST, LLC,
	a New York limited liability company
BROADSTONE TB TN, LLC,
	a Delaware limited liability company
BROADSTONE TR FLORIDA, LLC,
	a New York limited liability company
BROADSTONE IELC TEXAS, LLC,
	a New York limited liability company
By: Broadstone Net Lease, LLC,
	a New York limited liability company,     its sole member
	By: Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
	By:
	Name:	Ryan M. Albano
	Title:	Executive Vice President and
		Chief Financial Officer

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[Signature Page to Guarantor Acknowledgement for Sixth Amendment to Credit Agreement

for Broadstone Net Lease LLC]

BROADSTONE WI ALABAMA, LLC,
	a New York limited liability company
BROADSTONE WI APPALACHIA, LLC,
	a New York limited liability company
BROADSTONE WI EAST, LLC,
	a New York limited liability company
GRC LI TX, LLC,
	a Delaware limited liability company
TB TAMPA REAL ESTATE, LLC,
	a New York limited liability company
BROADSTONE SC ILLINOIS, LLC,
	a New York limited liability company
BROADSTONE SNI EAST, LLC,
	a New York limited liability company
BROADSTONE RA CALIFORNIA, LLC,
	a New York limited liability company
BROADSTONE PC MICHIGAN, LLC,
	a New York limited liability company
BROADSTONE DHCP VA AL, LLC,
	a New York limited liability company
BROADSTONE GC KENTUCKY, LLC,
	a New York limited liability company
BROADSTONE WI GREAT PLAINS, LLC,
	a New York limited liability company
BROADSTONE SNI GREENWICH, LLC,
	a New York limited liability company
BROADSTONE BW TEXAS, LLC,
	a New York limited liability company
BROADSTONE SF MINNESOTA, LLC,
	a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,       its sole member
	By: Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
By:
Name:	Ryan M. Albano
Title:	Executive Vice President and
	Chief Financial Officer

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[Signature Page to Guarantor Acknowledgement for Sixth Amendment to Credit Agreement

for Broadstone Net Lease LLC]

BROADSTONE BEC TEXAS, LLC,
	a New York limited liability company
BROADSTONE OP OHIO, LLC,
	a New York limited liability company
BROADSTONE IS HOUSTON, LLC,
	a New York limited liability company
BROADSTONE SPS UTAH, LLC,
	a New York limited liability company
BROADSTONE NSC TEXAS, LLC,
	a New York limited liability company
BROADSTONE HLC MIDWEST, LLC,
	a New York limited liability company
BROADSTONE PP ARKANSAS, LLC,
	a New York limited liability company
BROADSTONE BT SOUTH, LLC,
	a New York limited liability company
BROADSTONE MHH MICHIGAN, LLC,
	a New York limited liability company
BROADSTONE PEARL, LLC,
	a New York limited liability company
BROADSTONE APLB SC, LLC,
	a New York limited liability company
BROADSTONE APLB UTAH, LLC,
	a New York limited liability company
BROADSTONE BFC MARYLAND, LLC,
	a New York limited liability company
BROADSTONE AC WISCONSIN, LLC,
	a New York limited liability company
BROADSTONE STI MINNESOTA, LLC,
	a New York limited liability company
BROADSTONE APM FLORIDA, LLC,
	a New York limited liability company
BROADSTONE MFEC FLORIDA, LLC,
	a New York limited liability company
By: Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
By:
	Name:		Ryan M. Albano
	Title:		Executive Vice President and
			Chief Financial Officer

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[Signature Page to Guarantor Acknowledgement for Sixth Amendment to Credit Agreement

for Broadstone Net Lease LLC]

BROADSTONE TB NORTHWEST, LLC,
	a New York limited liability company
NWR REALTY LLC,
	a Washington limited liability company
BROADSTONE CI WEST, LLC,
	a New York limited liability company
BROADSTONE CC PORTFOLIO, LLC,
	a New York limited liability company
BROADSTONE BEF PORTFOLIO, LLC,
	a New York limited liability company
BROADSTONE BW ARKANSAS, LLC,
	a New York limited liability company
BROADSTONE BW WINGS SOUTH, LLC,
	a New York limited liability company
BROADSTONE FHS TEXAS, LLC,
	a New York limited liability company
BROADSTONE JFR PORTFOLIO, LLC,
	a New York limited liability company
BROADSTONE KINSTON, LLC,
	a New York limited liability company
BROADSTONE ASH ARKANSAS, LLC,
	a New York limited liability company
BROADSTONE APLB WISCONSIN, LLC,
	a New York limited liability company
BROADSTONE RL PORTFOLIO, LLC,
	a New York limited liability company
BROADSTONE BW APPALACHIA, LLC,
	a New York limited liability company
BROADSTONE FC PORTAGE, LLC,
	a New York limited liability company
BROADSTONE MV PORTFOLIO, LLC,
	a New York limited liability company
BROADSTONE NIC PENNSYLVANIA, LLC,
	a New York limited liability company
By: Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
By:
Name:	Ryan M. Albano
Title:	Executive Vice President and
	Chief Financial Officer

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[Signature Page to Guarantor Acknowledgement for Sixth Amendment to Credit Agreement

for Broadstone Net Lease LLC]

BROADSTONE PEARL VIRGINIA, LLC
	a New York limited liability company
BROADSTONE RCS TEXAS, LLC
	a New York limited liability company
BROADSTONE RTC PORTFOLIO, LLC
	a New York limited liability company
BROADSTONE SSH CALIFORNIA, LLC
	a New York limited liability company
BROADSTONE TB OZARKS, LLC
	a New York limited liability company
BROADSTONE FP, LLC
	a New York limited liability company
BROADSTONE BB PORTFOLIO, LLC
	a New York limited liability company
BROADSTONE CHR ILLINOIS, LLC
	a New York limited liability company
BROADSTONE RENAL TENNESSEE, LLC
	a New York limited liability company
BROADSTONE PEARL FL TX, LLC
	a New York limited liability company
BROADSTONE STS CALIFORNIA, LLC
	a New York limited liability company
BROADSTONE TS PORTFOLIO, LLC
	a New York limited liability company
BROADSTONE CC AUSTIN, LLC,
	a New York limited liability company
BROADSTONE FIT FLORIDA, LLC,
	a New York limited liability company
BROADSTONE LW PA, LLC,
	a New York limited liability company
BROADSTONE NF MINNESOTA, LLC,
	a New York limited liability company
BROADSTONE AVF MICHIGAN, LLC,
	a New York limited liability company
BROADSTONE SC ELGIN, LLC,
	a New York limited liability company
By: Broadstone Net Lease, LLC,
	a New York limited liability company, its sole member
	By: Broadstone Net Lease, Inc.
		a Maryland corporation,         its managing member
By:
Name:	Ryan M. Albano
Title:	Executive Vice President and
	Chief Financial Officer

[Signature Page to Guarantor Acknowledgement for Sixth Amendment to Credit Agreement

for Broadstone Net Lease LLC]

EX-10.12

EXHIBIT 10.12

TERM LOAN AGREEMENT

Dated as of May 24, 2013

by and among

BROADSTONE NET LEASE, LLC,

as Borrower,

BROADSTONE NET LEASE, INC.

as Parent,

THE FINANCIAL INSTITUTIONS PARTY HERETO

AND THEIR ASSIGNEES UNDER SECTION 13.6.,

as Lenders,

and

REGIONS BANK,

as Administrative Agent

REGIONS CAPITAL MARKETS,

as sole Lead Arranger

and

as sole Bookrunner

TABLE OF CONTENTS

Article I. Definitions	1
Section 1.1.             Definitions	1
Section 1.2.             General; References to Eastern Time	24
Section 1.3.             Financial Attributes of Non-Wholly Owned Subsidiaries	25
Article II. Credit Facility	25
Section 2.1.             [Intentionally Omitted]	25
Section 2.2.             Term Loans	25
Section 2.3.             [Intentionally Omitted]	26
Section 2.4.             Rates and Payment of Interest on Loans	26
Section 2.5.             Number of Interest Periods	27
Section 2.6.             Repayment of Loans	27
Section 2.7.             Prepayments	27
Section 2.8.             Continuation	28
Section 2.9.             Conversion	28
Section 2.10.           Notes	28
Section 2.11.           [Intentionally Omitted]	29
Section 2.12.           Extension of Termination Date	29
Section 2.13.           [Intentionally Omitted]	29
Section 2.14.           Additional Loans	29
Article III. Payments, Fees and Other General Provisions	30
Section 3.1.             Payments	30
Section 3.2.             Pro Rata Treatment	31
Section 3.3.             Sharing of Payments, Etc.	31
Section 3.4.             Several Obligations	32
Section 3.5.             Fees	32
Section 3.6.             Computations	32
Section 3.7.             Usury	33
Section 3.8.             Statements of Account	33
Section 3.9.             Defaulting Lenders	33
Section 3.10.           Taxes; Foreign Lenders	34
Article IV. Borrowing Base Properties	36
Section 4.1.             Eligibility of Properties	36
Section 4.2.             Release of Properties	38
Section 4.3.             Frequency of Calculations of Borrowing Base	39
Article V. Yield Protection, Etc.	39
Section 5.1.             Additional Costs; Capital Adequacy	39
Section 5.2.             Suspension of LIBOR Loans	40
Section 5.3.             Illegality	41
Section 5.4.             Compensation	41
Section 5.5.             Treatment of Affected Loans	41
Section 5.6.             Affected Lenders	42
Section 5.7.             Change of Lending Office	43
Section 5.8.             Assumptions Concerning Funding of LIBOR Loans	43
Article VI. Conditions Precedent	43
Section 6.1.             Initial Conditions Precedent	43
Section 6.2.             Conditions Precedent to All Credit Events	45

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Article VII. Representations and Warranties	45
Section 7.1.             Representations and Warranties	45
Section 7.2.             Survival of Representations and Warranties, Etc.	52
Article VIII. Affirmative Covenants	52
Section 8.1.             Preservation of Existence and Similar Matters	52
Section 8.2.             Compliance with Applicable Law	52
Section 8.3.             Maintenance of Property	52
Section 8.4.             Conduct of Business	53
Section 8.5.             Insurance	53
Section 8.6.             Payment of Taxes and Claims	53
Section 8.7.             Books and Records; Inspections	53
Section 8.8.             Use of Proceeds	54
Section 8.9.             Environmental Matters	54
Section 8.10.           Further Assurances	54
Section 8.11.           Material Contracts	54
Section 8.12.           Additional Guarantors	55
Section 8.13.           REIT Status	55
Section 8.14.           Derivatives Contract	55
Article IX. Information	56
Section 9.1.             Quarterly Financial Statements	56
Section 9.2.             Year-End Statements	56
Section 9.3.             Compliance Certificate	56
Section 9.4.             Other Information	57
Section 9.5.             Electronic Delivery of Certain Information	59
Section 9.6.             USA Patriot Act Notice; Compliance	59
Article X. Negative Covenants	60
Section 10.1.           Financial Covenants	60
Section 10.2.           Negative Pledge	61
Section 10.3.           Restrictions on Intercompany Transfers	62
Section 10.4.           Merger, Consolidation, Sales of Assets and Other Arrangements	63
Section 10.5.           Plans	63
Section 10.6.           Fiscal Year	63
Section 10.7.           Modifications of Organizational Documents and Material Contracts	63
Section 10.8.           Transactions with Affiliates	64
Section 10.9.           Environmental Matters	64
Section 10.10.         Derivatives Contracts	64
Article XI. Default	64
Section 11.1.           Events of Default	64
Section 11.2.           Remedies Upon Event of Default	68
Section 11.3.           [Intentionally Omitted]	69
Section 11.4.           Marshaling; Payments Set Aside	69
Section 11.5.           Allocation of Proceeds	69
Section 11.6.           [Intentionally Omitted]	69
Section 11.7.           Performance by Administrative Agent	69
Section 11.8.           Rights Cumulative	70
Article XII. The Administrative Agent	70
Section 12.1.           Appointment and Authorization	70
Section 12.2.           Regions as Lender	71

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Section 12.3.           Reserved	71
Section 12.4.           Notice of Events of Default	72
Section 12.5.           Administrative Agent’s Reliance	72
Section 12.6.           Indemnification of Administrative Agent	72
Section 12.7.           Lender Credit Decision, Etc.	73
Section 12.8.           Successor Administrative Agent	74
Article XIII. Miscellaneous	74
Section 13.1.           Notices	74
Section 13.2.           Expenses	75
Section 13.3.           Stamp, Intangible and Recording Taxes	76
Section 13.4.           Setoff	76
Section 13.5.           Litigation; Jurisdiction; Other Matters; Waivers	77
Section 13.6.           Successors and Assigns	78
Section 13.7.           Amendments and Waivers	81
Section 13.8.           Nonliability of Administrative Agent and Lenders	83
Section 13.9.           Confidentiality	83
Section 13.10.         Indemnification	84
Section 13.11.         Termination; Survival	86
Section 13.12.         Severability of Provisions	86
Section 13.13.         GOVERNING LAW	86
Section 13.14.         Counterparts	86
Section 13.15.         Obligations with Respect to Loan Parties and Subsidiaries	86
Section 13.16.         Independence of Covenants	87
Section 13.17.         Limitation of Liability	87
Section 13.18.         Entire Agreement	87
Section 13.19.         Construction	87
Section 13.20.         Headings	87
Section 13.21.         Existing Credit Agreement	87

SCHEDULE I	Commitments
SCHEDULE 1.1.	List of Loan Parties
SCHEDULE 4.1.	Initial Borrowing Base Properties and Unencumbered Mortgage Receivables
SCHEDULE 7.1.(b)	Ownership Structure
SCHEDULE 7.1.(f)	Properties
SCHEDULE 7.1.(g)	Indebtedness and Guaranties
SCHEDULE 7.1.(h)	Material Contracts
SCHEDULE 7.1.(i)	Litigation
SCHEDULE 7.1.(r)	Affiliate Transactions
EXHIBIT A	Form of Assignment and Assumption Agreement
EXHIBIT B	Form of Borrowing Base Certificate
EXHIBIT C	Form of Guaranty
EXHIBIT D	Form of Notice of Continuation
EXHIBIT E	Form of Notice of Conversion
EXHIBIT F	Form of Term Note
EXHIBIT G	Form of Compliance Certificate
EXHIBIT H	Form of Notice of Term Loan Borrowing

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THIS TERM LOAN AGREEMENT (this “Agreement”) dated as of May 24, 2013 by and among BROADSTONE NET LEASE, LLC, a limited liability company formed under the laws of the State of New York (the “Borrower”), BROADSTONE NET LEASE, INC., a corporation formed under the laws of the State of Maryland (the “Parent”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6. (the “Lenders”) and REGIONS BANK, as Administrative Agent (together with its successors and assigns, the “Administrative Agent”) with REGIONS CAPITAL MARKETS, as sole Lead Arranger and as sole Bookrunner.

WHEREAS, the Lenders desire to make available to the Borrower a term loan facility in an initial amount of $50,000,000 on the terms and conditions contained herein.

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

ARTICLE I. DEFINITIONS

Section 1.1. Definitions.

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

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

“Additional Costs” has the meaning given that term in Section 5.1. (b).

“Adjusted EBITDA” means, for any given period, (a) EBITDA of the Parent and its Subsidiaries determined on a consolidated basis for such period, minus (b) Reserves for Replacements in respect of Properties that are subject to a Tenant Lease that is not a Triple Net Lease.

“Adjusted LIBOR” means, with respect to each Interest Period for a LIBOR Loan, the rate per annum obtained by dividing (a) LIBOR for such Interest Period, by (b) an amount equal to (i) one, minus (ii) the Applicable Reserve Requirement.

“Administrative Agent” means Regions Bank, or any successor Administrative Agent appointed pursuant to Section 12.8.

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

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. In no event shall the Administrative Agent or any Lender be deemed to be an Affiliate of the Borrower.

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

“Applicable Law” means all applicable international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, executive orders, and administrative or judicial

precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Applicable Margin” means:

(a)    Prior to the Investment Grade Rating Date, the percentage rate set forth below corresponding to the ratio of Total Outstanding Indebtedness to Total Market Value as determined in accordance with Section 10.1.(a):

Level	Ratio of Total Outstanding Indebtedness to Total Market Value	Applicable Margin for LIBOR Loans			Applicable Margin for all Base Rate Loans
1	Less than or equal to 0.45 to 1.00		1.750	%		0.750	%
2	Greater than 0.45 to 1.00 but less than or equal to 0.50 to 1.00		1.950	%		0.950	%
3	Greater than 0.50 to 1.00 but less than or equal to 0.55 to 1.00		2.200	%		1.200	%
4	Greater than 0.55 to 1.00		2.500	%		1.500	%

The Applicable Margin for Loans shall be determined by the Administrative Agent from time to time, based on the ratio of Total Outstanding Indebtedness to Total Market Value as set forth in the Compliance Certificate most recently delivered by the Borrower pursuant to Section 9.3. Any adjustment to the Applicable Margin shall be effective as of the first day of the calendar month immediately following the month during which the Borrower delivers to the Administrative Agent the applicable Compliance Certificate pursuant to Section 9.3. If the Borrower fails to deliver a Compliance Certificate pursuant to Section 9.3., the Applicable Margin shall equal the percentages corresponding to Level 4 until the first day of the calendar month immediately following the month that the required Compliance Certificate is delivered. Subject to the immediately preceding sentence, for the period from the Effective Date through but excluding the first day of the calendar month immediately following the month during which the Borrower delivers to the Administrative Agent the applicable Compliance Certificate pursuant to Section 9.3., the Applicable Margin shall be determined based on Level 2. Thereafter, such Applicable Margin shall be adjusted from time to time as set forth in this definition. The provisions of this definition shall be subject to Section 2.4.(c).

(b)    On, and at all times after, the Investment Grade Rating Date, the percentage rate set forth in the table below corresponding to the level (each a “Level”) into which the Borrower’s Credit Rating then falls. Any change in the Borrower’s Credit Rating which would cause it to move to a different Level shall be effective as of the first day of the first calendar month immediately following receipt by the Administrative Agent of written notice delivered by the Borrower in accordance with Section 9.4.(q) that the Borrower’s Credit Rating has changed; provided, however, if the Borrower has not delivered the notice required by such Section but the Administrative Agent becomes aware that the Borrower’s Credit Rating has changed, then the Administrative Agent may, in its sole discretion, adjust the Level effective as of the first day of the first calendar month following the date

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the Administrative Agent becomes aware that the Borrower’s Credit Rating has changed. During any period that the Borrower has received two Credit Ratings that are not equivalent, the Applicable Margin shall be determined based on the higher of such Credit Ratings. During any period that the Borrower has received a Credit Rating from only one Rating Agency, then the Applicable Margin shall be based upon such Credit Rating (with Level 1 being the highest and Level 4 being the lowest). During any period after the Investment Grade Rating Date that the Borrower has not received a Credit Rating from either Rating Agency, the Applicable Margin shall be determined based on Level 4. The provisions of this clause shall be subject to Section 2.4.(c).

Level	Borrower’s Credit Rating (S&P/Moody’s)	Applicable Margin for LIBOR Loans			Applicable Margin for all Base Rate Loans
1	BBB+/Baa1		1.300	%		0.300	%
2	BBB/Baa2		1.450	%		0.450	%
3	BBB-/Baa3		1.800	%		0.800	%
4	Lower than BBB-/Baa3		2.200	%		1.200	%

“Applicable Mortgage Constant” means the mortgage constant for a 30-year loan bearing interest at a per annum rate equal to the greater of (a) the yield on a 10-year United States Treasury Note (as determined by the Administrative Agent) plus 2.50% and (b) 6.75%.

“Applicable Reserve Requirement” means, at any time, for any LIBOR Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors of the Federal Reserve System or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves that the Board of Governors of the Federal Reserve System or other applicable regulator require to be maintained by such member banks with respect to (a) any category of liabilities which includes deposits by reference to which Adjusted LIBOR or any other interest rate of a Loan is to be determined, or (b) any category of extensions of credit or other assets which include LIBOR Loans. A LIBOR Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on LIBOR Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

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

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

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

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate in effect for such day plus 1/2 of 1%, (b) the Prime Rate in effect for such day and (c) Adjusted LIBOR on such day for an Interest Period of one (1) month plus 1.50% (or, if such day is not a Business Day, the immediately preceding Business Day). If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable, after due inquiry, to ascertain the Federal Funds Rate for any reason, including the inability or failure of

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the Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, the Base Rate shall be determined without regard to clause (a) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Base Rate due to a change in Federal Funds Rate or the Prime Rate shall be effective on the effective date of such change in the Federal Funds Rate or the Prime Rate, respectively.

“Base Rate Loan” means any portion of a Loan bearing interest at a rate based on the Base Rate.

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

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

“Borrower Information” has the meaning given that term in Section 2.4.(c).

“Borrowing Base” means, at any time of determination, 57.5%, and, if the definition of “Borrowing Base” under the Existing Credit Agreement is at any time amended to increase the corresponding percentage in the definition of “Borrowing Base” in the Existing Credit Agreement to 60.0% (the “Borrowing Base Amendment”), then at all times thereafter whether or not the Existing Credit Agreement remains in effect, 60.0% of the sum of (i) the aggregate amount of the Unencumbered Eligible Property Values for all Borrowing Base Properties at such time plus (ii) the amount of Unencumbered Mortgage Receivables plus (iii) the amount of Unencumbered Cash; provided, however, that:

(a)    to the extent the amount of the Borrowing Base attributable to Borrowing Base Properties leased to a single tenant or a single group of affiliated tenants would exceed the applicable Tenant Percentage Limitation of the Borrowing Base, such excess shall be excluded;

(b)    to the extent the amount of the Borrowing Base attributable to Borrowing Base Properties located in the same Metropolitan Statistical Area would exceed the applicable Geographical Percentage Limitation of the Borrowing Base, such excess shall be excluded;

(c)    to the extent the amount of the Borrowing Base attributable to Borrowing Base Properties located in the same State or in the District of Columbia would exceed the applicable Geographical Percentage Limitation of the Borrowing Base, such excess shall be excluded;

(d)    to the extent the amount of the Borrowing Base attributable to Borrowing Base Properties that are used for the same use as convenience stores, restaurants, medical offices, retail, industrial or specialty office would exceed 50.0% of the Borrowing Base, such excess shall be excluded;

(e)    to the extent the amount of the Borrowing Base attributable to Borrowing Base Properties that are unoccupied would exceed 5.0% of the Borrowing Base, such excess shall be excluded;

(f)    in the case of an Unencumbered Mortgage Receivable, if the amount of Indebtedness secured by the Lien securing such Unencumbered Mortgage Receivable exceeds 65.0% of the Value of the property encumbered by such Lien, then the amount of the Borrowing Base attributable to such Unencumbered Mortgage Receivable shall be limited to 65.0% of the Value of such property; for purposes of this clause (f), the term “Value” means, with respect to a property encumbered by a Lien securing an Unencumbered Mortgage Receivable, the lesser of (i) the appraised value of such property or (ii) the Net Operating Income of such property for the period of four consecutive fiscal quarters most recently ended (or such shorter period as may be reasonably acceptable to the Administrative Agent) divided by the Capitalization Rate; and

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(g)    to the extent the amount of the Borrowing Base attributable to either Unencumbered Mortgage Receivables or Unencumbered Cash would exceed 10% of the Borrowing Base, such excess shall be excluded.

“Borrowing Base Amendment” has the meaning assigned to such term in the definition of Borrowing Base.

“Borrowing Base Asset” means a Borrowing Base Property, an Unencumbered Mortgage Receivable or Unencumbered Cash.

“Borrowing Base Certificate” means a report in substantially the form of Exhibit B, certified by a Financial Officer of the Parent, setting forth the calculations required to establish the Unencumbered Eligible Property Value for each Borrowing Base Property and the Maximum Availability, and the amount of Unencumbered Mortgage Receivables and Unencumbered Cash, all as of a specified date, all in form and detail reasonably satisfactory to the Administrative Agent.

“Borrowing Base Property” means a Property owned by the Borrower or a Guarantor that is to be included in calculations of the Borrowing Base and the Net Operating Income of which is to be included in calculations of Unencumbered Eligible Property Value, pursuant to Section 4.1.; provided that, a Property shall not be included as a Borrowing Base Property if any Tenant Lease in respect of such Property shall cause the weighted average remaining term of all Tenant Leases in respect of all Borrowing Base Properties (weighted by Net Operating Income for the fiscal quarter most recently ended) to be less than 8 years. If at any time (i) a Property included as a Borrowing Base Property under Section 4.1(a) or (b) ceases to be an Eligible Property, (ii) a Property included as a Borrowing Base Property under Section 4.1(c) ceases to be an Eligible Property for any reason other than the Nonconforming Features (to the same extent and in the same manner (other than immaterial deviations therefrom) as such Nonconforming Features existed at the time of approval of such Property pursuant to Section 4.1(c)), or (iii) a Tenant Lease on such Property would cause the weighted average remaining term of all Tenant Leases in respect of all Borrowing Base Properties (weighted by Net Operating Income for the fiscal quarter most recently ended) to be less than 8 years, then such Property shall be excluded from determinations of the Borrowing Base and all Net Operating Income from such Property shall be excluded from calculations of Unencumbered Eligible Property Value.

“Business Day” means (a) a day of the week (but not a Saturday, Sunday or holiday) on which the offices of the Administrative Agent in Atlanta, Georgia are open to the public for carrying on substantially all of the Administrative Agent’s business functions, and (b) if such day relates to a LIBOR Loan, any such day that is also a day on which dealings in Dollars are carried on in the London interbank market. Unless specifically referenced in this Agreement as a Business Day, all references to “days” shall be to calendar days.

“Capitalization Rate” means 8.25%.

“Capitalized Lease Obligation” means obligations under a lease (to pay rent or other amounts under any lease or other arrangement conveying the right to use property) that are required to be capitalized for financial reporting purposes in accordance with GAAP. The amount of a Capitalized Lease Obligation is the capitalized amount of such obligation as would be required to be reflected on a balance sheet of the applicable Person prepared in accordance with GAAP as of the applicable date.

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“Compliance Certificate” has the meaning given that term in Section 9.3.

“Consolidated Tangible Assets” means, at any time of determination, the total assets of the Parent and its Subsidiaries (excluding (i) any assets that would be classified as “intangible assets” under GAAP and (ii) depreciation and amortization) on a consolidated basis as of the end of the most recent fiscal quarter for which financial statements of the Parent are available, less all write-ups subsequent to the Effective Date in the book value of any asset.

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

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

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

“Credit Event” means any of the following: (a) the making of any Loan, (b) the Conversion of a Base Rate Loan into a LIBOR Loan and (c) the Continuation of a LIBOR Loan.

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

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

“Default” means any of the events specified in Section 11.1., whether or not there has been satisfied any requirement for the giving of notice, the lapse of time, or both.

“Defaulting Lender” means, subject to Section 3.9.(f), any Lender that (a) has failed to (i) fund all or any portion of a Loan to be made by it within 2 Business Days of the date such Loan was required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within 2 Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund its Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), or (c) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so

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long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (c) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.9.(f)) upon delivery of written notice of such determination to the Borrower and each Lender.

“Derivatives Contract” means (a) any transaction (including any master agreement, confirmation or other agreement with respect to any such transaction) now existing or hereafter entered into by the Borrower or any of its Subsidiaries (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) above that is currently, or in the future becomes, recurrently entered into in the financial markets (including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made, and (b) any combination of these transactions.

“Derivatives Termination Value” means, in respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement or provision relating thereto, (a) for any date on or after the date such Derivatives Contracts have been terminated or closed out, the termination amount or value determined in accordance therewith, and (b) for any date prior to the date such Derivatives Contracts have been terminated or closed out, the then-current mark-to-market value for such Derivatives Contracts, determined based upon one or more mid-market quotations or estimates provided by any recognized dealer in Derivatives Contracts (which may include the Administrative Agent, any Lender, or any Affiliate of any of them).

“Development Property” means a Property currently under development that has not achieved an Occupancy Rate of 80.0% or more or, subject to the last sentence of this definition, on which the improvements (other than tenant improvements on unoccupied space) related to the development have not been completed. The term “Development Property” shall include real property of the type described in the immediately preceding sentence that satisfies both of the following conditions: (i) it is to be (but has not yet been) acquired by the Borrower, any Subsidiary or any Unconsolidated Affiliate upon completion of construction pursuant to a contract in which the seller of such real property is required to develop or renovate prior to, and as a condition precedent to, such acquisition and (ii) a third party is developing such property using the proceeds of a loan that is Guaranteed by, or is otherwise recourse to, the Borrower, any Subsidiary or any Unconsolidated Affiliate. A Development Property on which all improvements (other than tenant improvements on unoccupied space) related to the development of such Property have been completed for at least 12 months shall cease to constitute a Development Property notwithstanding the fact that such Property has not achieved an Occupancy Rate of at least 80.0%.

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

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“EBITDA” means, with respect to a Person for any period and without duplication, the sum of (a) net income (loss) of such Person for such period determined on a consolidated basis excluding the following (but only to the extent included in determining net income (loss) for such period): (i) depreciation and amortization; (ii) Interest Expense; (iii) income tax expense and franchise tax expense; (iv) extraordinary or nonrecurring items, including without limitation, gains and losses from the sale of operating Properties (but not from the sale of Properties developed for the purpose of sale); (v) equity in net income (loss) of its Unconsolidated Affiliates; and (vi) non-cash expenses related to mark to market exposure under Derivatives Contracts; plus (b) such Person’s Ownership Share of EBITDA of its Unconsolidated Affiliates. EBITDA shall be adjusted to remove any impact from straight line rent leveling adjustments required under GAAP and amortization of intangibles pursuant to FASB ASC 805. For purposes of this definition, nonrecurring items shall be deemed to include (x) gains and losses on early extinguishment of Indebtedness, (y) non-cash severance and other non-cash restructuring charges and (z) transaction costs of acquisitions not permitted to be capitalized pursuant to GAAP.

“Effective Date” means the later of (a) the Agreement Date and (b) the date on which all of the conditions precedent set forth in Section 6.1. shall have been fulfilled or waived by all of the Lenders.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than a natural person) approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include (i) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (ii) any Defaulting Lender or any of its Subsidiaries, or any Person who upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii).

“Eligible Property” means a Property which satisfies all of the following requirements as confirmed by the Administrative Agent: (a) such Property is owned in fee simple, or leased under a Ground Lease, by the Borrower or a Wholly Owned Subsidiary of the Borrower; (b) such Property is located in a State of the contiguous United States of America, in the District of Columbia or in the States of Hawaii or Alaska; (c) regardless of whether such Property is owned by the Borrower or a Subsidiary of the Borrower, the Borrower has the right directly, or indirectly through a Subsidiary of the Borrower, to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on such Property as security for Indebtedness of the Borrower or such Subsidiary, as applicable, and (ii) to sell, transfer or otherwise dispose of such Property; (d) no tenant of such Property is (i) subject to any proceeding under Debtor Relief Laws or (ii) more than 60 days past due on any rental obligation to the Borrower or any of its Subsidiaries in respect of such Property; (e) all Tenant Leases in respect of such Property are Triple Net Leases; (f) such Property is not a Development Property and has been developed for office, including medical office, retail or industrial use; (g) neither such Property, nor if such Property is owned by a Wholly Owned Subsidiary of the Borrower, any of the Borrower’s direct or indirect ownership interest in such Wholly Owned Subsidiary, is subject to (i) any Lien other than Permitted Liens or (ii) any Negative Pledge not permitted under Section 10.2.(a)(ii); and (h) such Property is free of all structural defects, title defects, environmental conditions or other adverse matters except for defects, conditions or matters which are not individually or collectively material to the profitable operation of such Property.

“Environmental Laws” means any Applicable Law relating to environmental protection or the manufacture, storage, remediation, disposal or clean-up of Hazardous Materials including, without limitation, the following: Clean Air Act, 42 U.S.C. § 7401 et seq.; Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; National Environmental Policy Act, 42 U.S.C. § 4321 et seq.;

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regulations of the Environmental Protection Agency, any applicable rule of common law and any judicial interpretation thereof relating primarily to the environment or Hazardous Materials, and any analogous or comparable state or local laws, regulations or ordinances that concern Hazardous Materials or protection of the environment.

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

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

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

“ERISA Event” means, with respect to the ERISA Group, (a) any “reportable event” as defined in Section 4043 of ERISA with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the withdrawal of a member of the ERISA Group from a Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the incurrence by a member of the ERISA Group of any liability with respect to the withdrawal or partial withdrawal from any Multiemployer Plan; (d) the incurrence by any member of the ERISA Group of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (e) the institution of proceedings to terminate a Plan or Multiemployer Plan by the PBGC; (f) the failure by any member of the ERISA Group to make when due required contributions to a Multiemployer Plan or Plan unless such failure is cured within 30 days or the filing pursuant to Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard; (g) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan or the imposition of liability under Section 4069 or 4212(c) of ERISA; (h) the receipt by any member of the ERISA Group of any notice or the receipt by any Multiemployer Plan from any member of the ERISA Group of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of ERISA), in reorganization (within the meaning of Section 4241 of ERISA), or in “critical” status (within the meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA); (i) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any member of the ERISA Group or the imposition of any Lien in favor of the PBGC under Title IV of ERISA; or (j) a determination that a Plan is, or is reasonably expected to be, in “at risk” status (within the meaning of Section 430 of the Internal Revenue Code or Section 303 of ERISA).

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

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“Event of Default” means any of the events specified in Section 11.1., provided that any requirement for notice or lapse of time or any other condition has been satisfied.

“Excluded Subsidiary” means any Subsidiary (a) holding title to assets that are or are to become collateral for any Secured Indebtedness that is Nonrecourse Indebtedness of such Subsidiary and (b) that is prohibited from Guarantying the Indebtedness of any other Person pursuant to (i) any document, instrument, or agreement evidencing such Secured Indebtedness or (ii) a provision of such Subsidiary’s organizational documents which provision was included in such Subsidiary’s organizational documents as a condition to the extension of such Secured Indebtedness.

“Existing Credit Agreement” means that certain Credit Agreement dated as of October 2, 2012 by and among the Parent, the Borrower, the financial institutions party thereto, Manufacturers and Traders Trust Company, as the administrative agent, and the other parties thereto.

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

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

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

“Fees” means the fees and commissions provided for or referred to in Section 3.5. and any other fees payable by the Borrower hereunder or under any other Loan Document.

“Financial Officer” means with respect to the Parent, the Borrower or any Subsidiary, the chief executive officer, the chief financial officer, the chief accounting officer, the chief operating officer, if any, and the vice president of capital markets of the Parent, the Borrower or such Subsidiary.

“Fixed Charges” means, with respect to a Person and for a given period, the sum, without duplication, of (a) the Interest Expense of such Person for such period, plus (b) the aggregate of all scheduled principal payments on Indebtedness made by such Person (including the Ownership Shares of such payments made by any Unconsolidated Affiliate of such Person) during such period (excluding balloon, bullet or similar payments of principal due upon the stated maturity of Indebtedness), plus (c) the aggregate of all Preferred Dividends paid or accrued by such Person (including the Ownership Share of such dividends paid or accrued by any Unconsolidated Affiliate of such Person) on any Preferred Equity during such period.

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“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

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

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

“Geographical Percentage Limitation” means the percentage corresponding to the applicable period set forth below:

Period	Geographical Percentage Limitation
On or before December 31, 2013	35.0%
After December 31, 2013	25.0%

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

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

“Ground Lease” means a ground lease containing the following terms and conditions: (a) a remaining term (exclusive of any unexercised extension options) of 40 years or more from the Agreement Date; (b) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor; (c) the obligation of the lessor to give the holder of any mortgage Lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosures, and fails to do so; (d) reasonable transferability of the lessee’s interest under such lease, including ability to sublease; and (e) such other rights customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease.

“Guarantor” means any Person that is a party to the Guaranty as a “Guarantor” and shall in any event include the Parent.

“Guaranty”, “Guaranteed” or to “Guarantee” as applied to any obligation means and includes: (a) a guaranty (other than by endorsement of negotiable instruments for collection in the ordinary course of business), directly or indirectly, in any manner, of any part or all of such obligation, or (b) an

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agreement, direct or indirect, contingent or otherwise, and whether or not constituting a guaranty, the practical effect of which is to assure the payment or performance (or payment of damages in the event of nonperformance) of any part or all of such obligation whether by: (i) the purchase of securities or obligations, (ii) the purchase, sale or lease (as lessee or lessor) of property or the purchase or sale of services primarily for the purpose of enabling the obligor with respect to such obligation to make any payment or performance (or payment of damages in the event of nonperformance) of or on account of any part or all of such obligation, or to assure the owner of such obligation against loss, (iii) the supplying of funds to or in any other manner investing in the obligor with respect to such obligation, (iv) repayment of amounts drawn down by beneficiaries of letters of credit, or (v) the supplying of funds to or investing in a Person on account of all or any part of such Person’s obligation under a Guaranty of any obligation or indemnifying or holding harmless, in any way, such Person against any part or all of such obligation. As the context requires, “Guaranty” shall also mean the guaranty executed and delivered pursuant to Section 6.1. and substantially in the form of Exhibit C.

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

“Indebtedness” means, with respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all obligations of such Person in respect of money borrowed or for the deferred purchase price of property or services (excluding trade debt incurred in the ordinary course of business); (b) all obligations of such Person, whether or not for money borrowed (i) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or for services rendered; (c) Capitalized Lease Obligations of such Person; (d) all reimbursement obligations (contingent or otherwise) of such Person under or in respect of any letters of credit or acceptances (whether or not the same have been presented for payment); (e) all Off-Balance Sheet Obligations of such Person; (f) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Mandatorily Redeemable Stock issued by such Person or any other Person, valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) all obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement (excluding any such obligation to the extent the obligation can be satisfied by the issuance of Equity Interests (other than Mandatorily Redeemable Stock)); (h) net obligations under any Derivative Contract not entered into as a hedge against interest rate risk in respect of existing Indebtedness (which shall be deemed to have an amount equal to the Derivatives Termination Value thereof at such time but in no event shall be less than zero); and (i) all Indebtedness of other Persons which such Person has Guaranteed or is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar exceptions to non-recourse liability) or (j) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on

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property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; and (k) such Person’s Ownership Share of the Indebtedness of any Unconsolidated Affiliate of such Person. Indebtedness of any Person shall include Indebtedness of any partnership or joint venture in which such Person is a general partner or joint venturer to the extent of such Person’s Ownership Share of such partnership or joint venture (except if such Indebtedness, or portion thereof, is recourse to such Person, in which case the greater of such Person’s Ownership Share of such Indebtedness or the amount of the recourse portion of the Indebtedness, shall be included as Indebtedness of such Person).

“Intellectual Property” has the meaning given that term in Section 7.1.(s).

“Interest Expense” means, with respect to a Person and for any period, (a) all paid, accrued or capitalized interest expense (including, without limitation, capitalized interest expense (other than capitalized interest funded from a construction loan interest reserve account held by another lender and not included in the calculation of cash for balance sheet reporting purposes) and interest expense attributable to Capitalized Lease Obligations) of such Person and in any event shall include all letter of credit fees and all interest expense with respect to any Indebtedness in respect of which such Person is wholly or partially liable whether pursuant to any repayment, interest carry, performance guarantee or otherwise, plus (b) to the extent not already included in the foregoing clause (a), such Person’s Ownership Share of all paid, accrued or capitalized interest expense for such period of Unconsolidated Affiliates of such Person.

“Interest Period” means with respect to each LIBOR Loan, each period commencing on the date such LIBOR Loan is made, or in the case of the Continuation of a LIBOR Loan the last day of the preceding Interest Period for such Loan, and ending on the numerically corresponding day in the first, second, third or sixth calendar month thereafter, as the Borrower may select in the Notice of Term Loan Borrowing, a Notice of Continuation or a Notice of Conversion, as the case may be, except that each Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month. Notwithstanding the foregoing: (a) if any Interest Period would otherwise end after the Term Loan Maturity Date, such Interest Period shall end on the Term Loan Maturity Date; and (b) each Interest Period that would otherwise end on a day which is not a Business Day shall end on the immediately following Business Day (or, if such immediately following Business Day falls in the next calendar month, on the immediately preceding Business Day).

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two (2) Business Days prior to the first day of such Interest Period.

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

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

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“Investment Grade Rating” means a Credit Rating of BBB-/Baa3 or higher from either S&P or Moody’s.

“Investment Grade Rating Date” means, at any time after the Borrower has received an Investment Grade Rating from either Rating Agency, the date specified by the Borrower in a written notice to the Administrative Agent as the date on which Borrower irrevocably elects to have determinations of the Applicable Margin based on the Borrower’s Credit Rating.

“Lender” means each financial institution from time to time party hereto as a “Lender”, together with its respective permitted successors and permitted assigns.

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

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

“LIBOR” means, for any Interest Period with respect to a LIBOR Loan, the rate appearing on Reuters Screen LIBOR01 page (or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such service or if such page or service ceases to display such information from such other service or method as the Administrative Agent may select) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period.

“LIBOR Loan” means any portion of a Loan (other than a Base Rate Loan) bearing interest at a rate based on LIBOR.

“Lien” as applied to the property of any Person means: (a) any security interest, encumbrance, mortgage, deed to secure debt, deed of trust, assignment of leases and rents, pledge, lien, hypothecation, assignment, charge or lease constituting a Capitalized Lease Obligation, conditional sale or other title retention agreement, or other security title or encumbrance of any kind in respect of any property of such Person, or upon the income, rents or profits therefrom; (b) any arrangement, express or implied, under which any property of such Person is transferred, sequestered or otherwise identified for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person; and (c) the filing of any financing statement under the UCC or its equivalent in any jurisdiction, other than any unauthorized filing or precautionary filing not otherwise constituting or giving rise to a Lien, including a financing statement filed (i) in respect of a lease not constituting a Capitalized Lease Obligation pursuant to Section 9-505 (or a successor provision) of the UCC or its equivalent as in effect in an applicable jurisdiction or (ii) in connection with a sale or other disposition of accounts or other assets not prohibited by this Agreement in a transaction not otherwise constituting or giving rise to a Lien.

“Loan” means a Term Loan.

“Loan Document” means this Agreement, each Note, the Guaranty and each other document or instrument now or hereafter executed and delivered by a Loan Party in connection with, pursuant to or relating to this Agreement.

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“Loan Party” means each of the Borrower, the Parent and each other Guarantor.

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

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

“Material Contract” means any contract or other arrangement (other than Loan Documents), whether written or oral, to which the Borrower, any Subsidiary or any other Loan Party is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

“Maximum Availability” means, at any time, the lesser of (a) the Borrowing Base at such time and (b) an amount equal to (i) (x) the Net Operating Income of all Borrowing Base Properties at such time minus (y) Reserves for Replacements for such Borrowing Base Properties to the extent any Tenant Lease thereof is not a Triple Net Lease plus (z) the amount of income attributable to all Unencumbered Mortgage Receivable for the immediately preceding period of four fiscal quarters (or if an Unencumbered Mortgage Receivables has been owned by the Borrower or a Subsidiary for a shorter period, the amount of income attributable to such Unencumbered Mortgage Receivables annualized in a manner acceptable to the Administrative Agent in its sole discretion) divided by (ii)(A) the Applicable Mortgage Constant times (B) 1.50.

“Metropolitan Statistical Area” means a Metropolitan Statistical Area as listed in Budget Bulletin No. 09-01 issued by the Executive Office of the President of the United States of America, Office of Management and Budget.

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

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

“Mortgage Receivable” means a promissory note secured by a Mortgage of which the Parent, the Borrower or another Subsidiary is the holder and retains the rights of collection of all payments thereunder.

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

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

“Net Operating Income” means, for any Property and for a given period, the sum of the following (without duplication and determined on a consistent basis with prior periods): (a) rents and other revenues received in the ordinary course from such Property (including proceeds from rent loss or business interruption insurance but excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ obligations for rent) minus (b) all expenses paid (excluding interest but including an appropriate accrual for property taxes and insurance) related to the ownership, operation or maintenance of such Property, including but not limited to, property taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Property, but specifically excluding general overhead expenses of the Borrower and its Subsidiaries and any management fees) minus (c) the greater of (i) the actual property management fee paid during such period with respect to such Property and (ii) an imputed management fee in an amount equal to the greater of the actual base management fee or 3% of the gross revenues for such Property for such period.

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

“Nonconforming Features” has the meaning given that term in Section 4.1(c).

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

“Nonrecourse Indebtedness” means, with respect to a Person (a) Indebtedness in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar customary exceptions to nonrecourse liability) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness and (b) if such Person is a Single Asset Entity, any Indebtedness of such Person. For the avoidance of doubt, the parties confirm that Indebtedness of a Subsidiary that constitutes Nonrecourse Indebtedness shall not be considered to be Nonrecourse Indebtedness to the extent such Indebtedness is Guaranteed by the Parent or another Subsidiary of the Parent that is not an Excluded Subsidiary (except for any Guarantee of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar customary exceptions to nonrecourse liability).

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“Note” means a Term Note.

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

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

“Notice of Term Loan Borrowing” means a notice in the form of Exhibit H to be delivered to the Administrative Agent pursuant to Section 2.2.(b) evidencing the Borrower’s request for the borrowing of the Term Loans.

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

“Occupancy Rate” means, with respect to a Property at any time, the ratio, expressed as a percentage, of (a) net rentable square footage of such Property actually occupied by non-Affiliate tenants paying rent at rates not materially less then rates generally prevailing at the time the applicable lease was entered into, pursuant to binding leases as to which no monetary default has occurred and has continued unremedied for 30 or more days to (b) the aggregate net rentable square footage of such Property. For purposes of this definition, a tenant shall be deemed to actually occupy a Property notwithstanding a temporary cessation of operations for renovations, repairs or other temporal reason.

“Off-Balance Sheet Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“OFAC” has the meaning given that term in Section 7.1.(x).

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

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

“Participant” has the meaning given that term in Section 13.6.(d).

“Participant Register” has the meaning given that term in Section 13.6.(d).

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

“Permitted Liens” means, with respect to any asset or property of a Person, (a)(i) Liens securing taxes, assessments and other charges or levies imposed by any Governmental Authority (excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental Laws) or (ii) the claims of materialmen, mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, which, in the case of clauses (a)(i) and (a)(ii), are not at the time required to be paid or discharged under Section 8.6.; (b) Liens consisting of deposits or pledges made, in the ordinary course of business, in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar Applicable Laws; (c) easements, zoning restrictions, rights of way and similar encumbrances (and, with respect to leasehold interests (other than leasehold interests in Eligible Properties), mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under or asserted by a landlord or owner of leased property, with or without the consent of the lessee) on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or impair the intended use thereof in any material respects and such title defects which may constitute Liens and are expressly permitted to exist with respect to an Eligible Property in accordance with clause (h) of the definition thereof; (d) leases, subleases or non-exclusive licenses granted to others not interfering with the ordinary conduct of business of such Person and otherwise permitted by the terms hereof; (e) Liens in favor of the Administrative Agent for its benefit and the benefit of the Lenders; (f) Liens securing judgments not constituting an Event of Default under Section 11.1.(h); (g) Liens on assets to secure the performance of bids, trade contracts, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (h) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s liens, liens in favor of securities intermediaries, rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained with depository institutions or securities intermediaries; (i) licenses and sublicenses of Intellectual Property granted in the ordinary course of business and not interfering in any material respect with the business of such Person; (j) Liens on insurance policies and proceeds thereof incurred in the ordinary course of business to secure premiums thereunder; and (k) other Liens on assets of the Loan Parties to the extent not otherwise included in paragraphs (a) through (j) of this definition securing Indebtedness or other obligations in an aggregate amount not to exceed $2,500,000 at any time outstanding; provided that Liens described in the foregoing clauses (f) through (k) shall constitute Permitted Liens solely for purposes of (x) Section 7.1.(f) and (y) Section 10.2.(b) in respect of properties that are not Borrowing Base Assets or direct or indirect ownership interests of the Borrower in any Person owning any Borrowing Base Asset.

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

“Plan” means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of

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the Internal Revenue Code and either (a) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (b) has at any time within the preceding six years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group.

“Post-Default Rate” means, in respect of any principal of any Loan, the rate otherwise applicable plus an additional two percent 2.0% per annum, and with respect to any other Obligation, a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Base Rate Loans plus two percent 2.0%.

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

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

“Prime Rate” means the rate of interest per annum publicly announced from time to time by Regions as its prime rate in effect at its principal office (which rate may not be the lowest rate of interest available by Regions); each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Principal Office” means the office of the Administrative Agent located at 3050 Peachtree Road, NW, Suite 400, Atlanta, Georgia 30305, or any other subsequent office that the Administrative Agent shall have specified as the Principal Office by written notice to the Borrower and the Lenders.

“Pro Rata Share” means, as to each Lender, the ratio, expressed as a percentage of (a) the amount of such Lender’s outstanding Term Loan to (b) the aggregate amount of all outstanding Term Loans.

“Property” means a parcel (or group of related parcels) of real property owned or leased by the Borrower, any Subsidiary or any Unconsolidated Affiliate.

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

“Rating Agency” means S&P or Moody’s.

“Register” has the meaning given that term in Section 13.6.(c).

“Regulatory Change” means, with respect to any Lender, any change effective after the Agreement Date in Applicable Law (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the adoption or making after such date of any interpretation, directive or request applying to a class of banks, including such Lender, of or under any Applicable Law (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) by any Governmental Authority or monetary authority charged with the interpretation or administration thereof or compliance by any Lender with any request or directive regarding capital

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adequacy. Notwithstanding anything herein to the contrary, (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (b) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted or issued

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

“Regions” means Regions Bank, an Alabama bank, and its successors and assigns.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, shareholders, directors, officers, employees, agents, counsel, other advisors and representatives of such Person and of such Person’s Affiliates.

“Requisite Lenders” means, as of any date, Lenders having at least 66-2/3% of the aggregate outstanding principal amount of the Term Loans; provided that (i) in determining such percentage at any given time, all then existing Lenders that are Defaulting Lenders will be disregarded and excluded, and (ii) at all times when two or more Lenders (excluding Lenders that are Defaulting Lenders) are party to this Agreement, the term “Requisite Lenders” shall in no event mean less than two Lenders.

“Reserve for Replacements” means, for any period and with respect to any Property, an amount equal to the greater of (a) the aggregate square footage of all completed space of such Property times (b) $0.10 times (c) the number of days in such period divided by (d) 365. If the term Reserve for Replacements is used without reference to any specific Property, then it shall be determined on an aggregate basis with respect to all Properties and the applicable Ownership Shares of all real property of all Unconsolidated Affiliates.

“Responsible Officer” means with respect to the Parent, the Borrower or any Subsidiary, the chief executive officer, the chief financial officer, the chief operating officer, if any, and any vice president of the Parent, the Borrower or such Subsidiary.

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

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

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

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“Single Asset Entity” means a Subsidiary that (a) only owns a single Property; (b) is engaged only in the business of owning, developing and/or leasing such Property; and (c) receives substantially all of its gross revenues from such Property.

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

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

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

“Tangible Net Worth” means, as of a given date, stockholders’ equity of the Parent and its Subsidiaries determined on a consolidated basis plus increases in accumulated depreciation and amortization accrued after the Agreement Date, minus (to the extent included when determining stockholders’ equity of the Parent and its Subsidiaries): (a) the amount of any write-up in the book value of any assets reflected in any balance sheet resulting from revaluation thereof or any write-up in excess of the cost of such assets acquired, and (b) the aggregate of all amounts appearing on the assets side of any such balance sheet for franchises, licenses, permits, patents, patent applications, copyrights, trademarks, service marks, trade names, goodwill, treasury stock, experimental or organizational expenses and other like assets which would be classified as intangible assets under GAAP, all determined on a consolidated basis.

“Taxes” has the meaning given that term in Section 3.10.

“Tenant Lease” means any lease entered into by the Borrower, any Loan Party or any Subsidiary with respect to any portion of a Property.

“Tenant Percentage Limitation” means the percentage corresponding to the applicable period set forth below:

Period	Tenant Percentage Limitation
On or before December 31, 2013	25.0%
After December 31, 2013	20.0%

“Term Loan” means a loan made by a Lender to the Borrower pursuant to Section 2.2. (as such Loan may be increased pursuant to Section 2.14.) or any loan made pursuant to Section 2.14.

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“Term Loan Commitment” means, as to each Lender, such Lender’s obligation to make a Term Loan on the Effective Date pursuant to Section 2.2., in an amount up to, but not exceeding, the amount set forth for such Lender on Schedule I as such Lender’s “Term Loan Commitment Amount”.

“Term Loan Maturity Date” means May 24, 2016, or such later date to which the Term Loan Maturity Date may be extended pursuant to Section 2.12.

“Term Note” means a promissory note of the Borrower substantially in the form of Exhibit F, payable to the order of a Lender in a principal amount equal to the amount of such Lender’s Term Loan.

“Total Budgeted Cost” means, with respect to a Development Property, and at any time, the aggregate amount of all costs budgeted to be paid, incurred or otherwise expended or accrued by the Borrower, a Subsidiary or an Unconsolidated Affiliate with respect to such Property to achieve an Occupancy Rate of 100%, including without limitation, all amounts budgeted with respect to all of the following: (a) acquisition of land and any related improvements; (b) a reasonable and appropriate reserve for construction interest; (c) a reasonable and appropriate operating deficit reserve; (d) tenant improvements; (e) leasing commissions and (f) other hard and soft costs associated with the development or redevelopment of such Property. With respect to any Property to be developed in more than one phase, the Total Budgeted Cost shall exclude budgeted costs (other than costs relating to acquisition of land and related improvements) to the extent relating to any phase for which (i) construction has not yet commenced and (ii) a binding construction contract has not been entered into by the Borrower, any other Subsidiary or any Unconsolidated Affiliate, as the case may be.

“Total Market Value” means, at a given time, the sum (without duplication) of all of the following of the Parent and its Subsidiaries determined on a consolidated basis: (a) in the case of Properties owned or leased by the Borrower or a Guarantor for the entire period of four consecutive fiscal quarters most recently ended, the Net Operating Income for such Property for the fiscal quarter most recently ending multiplied by 4, divided by the Capitalization Rate; (b) in the case of Properties acquired during the period of four consecutive fiscal quarters most recently ended, the purchase price paid by the Parent, the Borrower or any of their respective Subsidiaries for such Property exclusive of (i) closing and other transaction costs and (ii) any amounts paid by the Parent, the Borrower or such Subsidiary as a purchase price adjustment, to be held in escrow, to be retained as a contingency reserve, or other similar amounts; and (c) the GAAP book value of all other tangible assets of the Parent and its Subsidiaries. The Parent’s Ownership Share of assets held by Unconsolidated Affiliates will be included in Total Market Value calculations consistent with the above described treatment for assets owned by the Parent and its Subsidiaries. For purposes of determining Total Market Value, Net Operating Income from Properties disposed of by the Parent, the Borrower or any of their respective Subsidiaries during the immediately preceding period of four consecutive fiscal quarters of the Parent shall be excluded to the extent included in clause (a) above.

“Total Outstanding Indebtedness” means, as of a given date, the aggregate principal amount of all Indebtedness of the Parent and its Subsidiaries determined on a consolidated basis.

“Total Unencumbered Eligible Property Value” means, with respect to Eligible Properties as of any measurement date, the sum (without duplication) of the following: (a) with respect to Eligible Properties which have been owned as of the measurement date for not less than four full consecutive calendar quarters, an amount equal to (i)(x) Net Operating Income for all such Eligible Properties for the immediately preceding four consecutive calendar quarters as of the measurement date minus (y) Reserves for Replacements for such Eligible Properties to the extent any Tenant Lease thereof is not a Triple Net Lease divided by (ii) the Capitalization Rate; (b) with respect to Eligible Properties which have been owned for less than four full consecutive calendar quarters as of the measurement date, an amount equal

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to the purchase price paid by the Borrower or any of its Subsidiaries for such Property exclusive of (i) closing and other transaction costs and (ii) any amounts paid by the Borrower or such Subsidiary as a purchase price adjustment, to be held in escrow, to be retained as a contingency reserve, or other similar amounts. For purposes of this definition, (a) to the extent that the Net Operating Income attributable to Eligible Properties leased to a single tenant or a single group of affiliated tenants would exceed the applicable Tenant Percentage Limitation, such excess shall be excluded; (b) to the extent the amount of the Net Operating Income attributable to Eligible Properties located in the same Metropolitan Statistical Area would exceed the applicable Geographical Percentage Limitation, such excess shall be excluded; (c) to the extent the amount of the Net Operating Income attributable to Eligible Properties located in the same State or in the District of Columbia would exceed the applicable Geographical Percentage Limitation, such excess shall be excluded; and (d) to the extent the amount of the Net Operating Income attributable to Eligible Properties that are used for the same use as convenience stores, restaurants, medical offices, retail, industrial or specialty office would exceed 50.0%, such excess shall be eliminated. For purposes of this definition, the term “Eligible Properties” shall be deemed also to include each Property that is included as a Borrowing Base Property pursuant to Section 4.1.(c) so long as such Property has not ceased to be a Borrowing Base Property pursuant to the definition thereof.

“Total Unsecured Indebtedness” means, as of a given date, the aggregate principal amount of all Indebtedness of the Parent and its Subsidiaries that is not Secured Indebtedness, determined on a consolidated basis.

“Triple Net Lease” means a lease by a single tenant of a Property under which the tenant is responsible for real estate taxes and assessments, repairs and maintenance (except for major structural repairs), insurance, capital expenditures and other expenses relating to such Property.

“Type” with respect to any Loan, refers to whether such Loan or portion thereof is a LIBOR Loan or a Base Rate Loan.

“UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

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

“Unencumbered Cash” means cash and cash equivalents which satisfy all of the following requirements as confirmed by the Administrative Agent: (a) such cash and cash equivalents are owned by the Borrower or a Wholly Owned Subsidiary of the Borrower; (b) regardless of whether cash and cash equivalents are owned by the Borrower or a Subsidiary, the Borrower has the right directly, or indirectly through a Subsidiary, to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on such cash and cash equivalents as security for Indebtedness of the Borrower or such Subsidiary, as applicable, and (ii) to sell, transfer or otherwise dispose of such cash and cash equivalents; or (c) neither cash and cash equivalents, nor to the extent such cash and cash equivalents are owned by a Wholly Owned Subsidiary, any of the Borrower’s direct or indirect ownership interest in such Wholly Owned Subsidiary, is subject to (i) any Lien other than Permitted Liens or (ii) any Negative Pledge not permitted under Section 10.2.(a)(ii). If at any time cash or cash equivalents cease to qualify as Unencumbered Cash, such cash or cash equivalents shall be excluded from determinations of the Borrowing Base.

“Unencumbered Eligible Property Value” means, with respect to an Eligible Property for any date of determination, an amount equal to (a) in the case of an Eligible Property owned or leased by the

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Borrower or Wholly Owned Subsidiary of the Borrower for the entire period of four consecutive fiscal quarters most recently ended, the Net Operating Income for such Eligible Property, divided by the Capitalization Rate; and (b) in the case of an Eligible Property acquired during the period of four consecutive fiscal quarters most recently ended, the purchase price paid by the Borrower or any of its Subsidiaries for such Eligible Property exclusive of (i) closing and other transaction costs and (ii) any amounts paid by the Borrower or such Subsidiary as a purchase price adjustment, to be held in escrow, to be retained as a contingency reserve, or other similar amounts. For purposes of this definition, the term “Eligible Property” shall be deemed also to include any Property that is included as a Borrowing Base Property pursuant to Section 4.1.(c) so long as such Property has not ceased to be Borrowing Base Property pursuant to the definition thereof.

“Unencumbered Mortgage Receivable” means a Mortgage Receivable which satisfies all of the following requirements as confirmed by the Administrative Agent: (a) such Mortgage Receivable is owned by the Borrower or a Wholly Owned Subsidiary of the Borrower; (b) regardless of whether such Mortgage Receivable is owned by the Borrower or a Subsidiary, the Borrower has the right directly, or indirectly through a Subsidiary, to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on such Mortgage Receivable as security for Indebtedness of the Borrower or such Subsidiary, as applicable, and (ii) to sell, transfer or otherwise dispose of such Mortgage Receivable; (c) neither such Mortgage Receivable, nor if such Mortgage Receivable is owned by a Wholly Owned Subsidiary, any of the Borrower’s direct or indirect ownership interest in such Wholly Owned Subsidiary, is subject to (i) any Lien other than Permitted Liens or (ii) any Negative Pledge not permitted under Section 10.2.(a)(ii); (d) the property encumbered by the Lien securing such Mortgage Receivable has been developed for office, retail or industrial use; (e) the Lien securing such Mortgage Receivable is a first priority Lien; and (f) no obligor or guarantor of such Mortgage Receivable is (i) subject to any proceeding under Debtor Relief Laws or (ii) more than 60 days past due on any payment obligation to the Borrower or any of its Subsidiaries in respect of such Mortgage Receivable. If at any time a Mortgage Receivable ceases to qualify as an Unencumbered Mortgage Receivable, such Mortgage Receivable shall be excluded from determinations of the Borrowing Base and all income attributable to such Mortgage Receivable shall be excluded from calculations of Maximum Availability.

“Value” has the meaning given such term in the definition of the term “Borrowing Base”.

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

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

Section 1.2. General; References to Eastern Time.

Unless otherwise indicated, all accounting terms, ratios and measurements shall be interpreted or determined in accordance with (a) for periods ending on or before September 30, 2011, tax basis accounting principles and (b) for all periods ending after September 30, 2011, GAAP as in effect from time to time; provided that, if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Requisite Lenders shall so request, the Administrative Agent, the Lenders, the Parent and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the appropriate Lenders pursuant to Section 13.6.); provided further that, until so amended, (i) such ratio or requirement shall continue to be computed in

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accordance with GAAP prior to such change therein and (ii) the Parent shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the preceding sentence, the calculation of liabilities in accordance with GAAP shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. To the extent that GAAP requires any fair value calculations or adjustments with respect to any swap or derivative transactions, the Borrower shall comply with such requirements. References in this Agreement to “Sections”, “Articles”, “Exhibits” and “Schedules” are to sections, articles, exhibits and schedules herein and hereto unless otherwise indicated. References in this Agreement to any document, instrument or agreement (a) shall include all exhibits, schedules and other attachments thereto, (b) shall include all documents, instruments or agreements issued or executed in replacement thereof, to the extent permitted hereby and (c) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, supplemented, restated or otherwise modified from time to time to the extent not otherwise stated herein or prohibited hereby and in effect at any given time. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter. Unless explicitly set forth to the contrary, a reference to “Subsidiary” means a Subsidiary of the Parent or a Subsidiary of such Subsidiary and a reference to an “Affiliate” means a reference to an Affiliate of the Parent. Titles and captions of Articles, Sections, subsections and clauses in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement. Unless otherwise indicated, all references to time are references to Eastern time, daylight or standard, as applicable.

Section 1.3. Financial Attributes of Non-Wholly Owned Subsidiaries.

When determining the Applicable Margin and compliance by the Parent with any financial covenant contained in any of the Loan Documents (a) only the Ownership Share of the Parent or the Borrower, as applicable, of the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary shall be included and (b) the Parent’s Ownership Share of the Borrower shall be deemed to be 100.0%.

ARTICLE II. CREDIT FACILITY

Section 2.1. [Intentionally Omitted].

Section 2.2. Term Loans

(a)    Making of Term Loans. Subject to the terms and conditions hereof, on the Effective Date each Lender severally and not jointly agrees to make a Term Loan to the Borrower in the aggregate principal amount equal to the amount of such Lender’s Term Loan Commitment. Each Base Rate Loan shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000. Each LIBOR Loan shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $100,000 in excess of that amount. Upon funding of a Term Loan, the Term Loan Commitment of such Lender shall terminate.

(b)    Requests for Term Loans. Not later than 9:00 a.m. Eastern time at least 3 Business Days prior to the Effective Date, the Borrower shall give the Administrative Agent the Notice of Term Loan Borrowing requesting that the Lenders make the Term Loans on such date and specifying the aggregate principal amount of Term Loans to be borrowed, the Type of the Term Loans, and if such Term Loans are

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to be LIBOR Loans, the initial Interest Period for the Term Loans. Such notice shall be irrevocable once given and binding on the Borrower. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender.

(c)    Funding of Term Loans. Promptly after receipt of the Notice of Term Loan Borrowing under the immediately preceding subsection (b), the Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall deposit an amount equal to the Term Loan to be made by such Lender to the Borrower with the Administrative Agent at the Principal Office, in immediately available funds, not later than 2:00 p.m. Eastern time on the anticipated date of borrowing. Subject to fulfillment of all applicable conditions set forth herein, the Administrative Agent shall make available to the Borrower in the account specified by the Borrower in the Notice of Term Loan Borrowing, not later than 3:00 p.m. Eastern time on the Effective Date, the proceeds of such amounts received by the Administrative Agent. The Borrower may not reborrow any portion of the Term Loans once repaid.

Section 2.3. [Intentionally Omitted].

Section 2.4. Rates and Payment of Interest on Loans.

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

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

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

Notwithstanding the foregoing, while an Event of Default specified in Sections 11.1.(a), 11.1.(e) or 11.1.(f) exists or, if required by the Requisite Lenders, while any other Event of Default exists, the Borrower shall pay to the Administrative Agent for the account of each Lender interest at the Post-Default Rate on the outstanding principal amount of the Loan made by such Lender and on any other amount payable by the Borrower hereunder or under the Note held by such Lender to or for the account of such Lender (including without limitation, accrued but unpaid interest to the extent permitted under Applicable Law).

(b)    Payment of Interest. All accrued and unpaid interest on the outstanding principal amount of each Loan shall be payable (i) in the case of a Base Rate Loan, quarterly in arrears on the first day of each calendar quarter, (ii) in the case of a LIBOR Loan, in arrears on the last day of each Interest Period therefor, and, if such Interest Period is longer than three months, at three-month intervals following the first day of such Interest Period and (iii) on any date on which the principal balance of such Loan is due and payable in full (whether at maturity, due to acceleration or otherwise). Interest payable at the Post-Default Rate shall be payable from time to time on demand. All determinations by the Administrative Agent of an interest rate hereunder shall be conclusive and binding on the Lenders and the Borrower for all purposes, absent manifest error.

(c)    Borrower Information Used to Determine Applicable Interest Rates. The parties understand that the Applicable Margin and rate per annum in respect of certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it

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

Section 2.5. Number of Interest Periods.

There may be no more than five (5) different Interest Periods for LIBOR Loans outstanding at the same time.

Section 2.6. Repayment of Loans.

(a)    [Intentionally Omitted].

(b)    Term Loans.    The Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Term Loans on the Term Loan Maturity Date.

Section 2.7. Prepayments.

(a)    Optional. Subject to Section 5.4., the Borrower may prepay any Loan at any time without premium or penalty. The Borrower shall give the Administrative Agent at least 3 Business Days prior written notice of the prepayment of any Loan. Each voluntary prepayment of Loans shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess thereof.

(b)    Mandatory.

(i)    [Intentionally Omitted].

(ii)    Maximum Availability Overadvance. If at any time the aggregate principal amount of all outstanding Loans together with all other Total Unsecured Indebtedness exceeds the Maximum Availability, the Borrower shall within five (5) days of the Borrower obtaining knowledge of the occurrence of any such excess, deliver to the Administrative Agent for prompt distribution to each Lender a written plan to eliminate such excess. Such excess shall be paid (unless otherwise eliminated) within 15 days of the Borrower obtaining knowledge of the occurrence thereof or by the date specified in the Borrower’s written plan to the extent such plan is acceptable to all of the Lenders. Notwithstanding the foregoing, to the extent such excess was caused by a change in the Applicable Mortgage Constant and the Applicable Mortgage Constant exceeds 14% for 14 consecutive days, then, until the date that the Applicable Mortgage Constant falls below 14%, the Applicable Mortgage Constant for purposes of this Section shall be deemed to be an average of the Applicable Mortgage Constant for each day determined for the 30 day period ending on such date of determination.

(iii)    Application of Mandatory Prepayments. Amounts paid in respect of the Loans under the preceding subsection (b)(ii) shall be applied to pay all amounts of principal outstanding

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on the Loans pro rata in accordance with Section 3.2. If the Borrower is repaying any outstanding LIBOR Loans by reason of this Section prior to the end of the applicable Interest Period therefor, the Borrower shall pay all amounts due under Section 5.4.

Section 2.8. Continuation.

So long as no Default or Event of Default exists, the Borrower may on any Business Day, with respect to any LIBOR Loan, elect to maintain such LIBOR Loan or any portion thereof as a LIBOR Loan by selecting a new Interest Period for such LIBOR Loan. Each Continuation of a LIBOR Loan shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount, and each new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Administrative Agent a Notice of Continuation not later than 9:00 a.m. Eastern time on the third Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation, (b) the LIBOR Loans and portions thereof subject to such Continuation and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender of the proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any LIBOR Loan in accordance with this Section or, if a Default or Event of Default exists at the end of an Interest Period for a LIBOR Loan, such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding the first sentence of Section 2.9. or the Borrower’s failure to comply with any of the terms of such Section.

Section 2.9. Conversion.

The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Loan of one Type into a Loan of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 9:00 a.m. Eastern time 3 Business Days prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Section 2.10. Notes.

(a)    Notes. Except in the case of a Lender that has notified the Administrative Agent in writing that it elects not to receive a Term Note, the Term Loan made by a Lender shall, in addition to this Agreement, also be evidenced by a Term Note, payable to the order of such Lender in a principal amount equal to the amount of its Term Loan and otherwise duly completed (or if such Lender was not a Lender on the Effective Date, in a principal amount equal to the initial principal amount of the Loan of such Lender).

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(b)    Records. The date, amount, interest rate, Type and duration of Interest Periods (if applicable) of the Loan made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and such entries shall be binding on the Borrower absent manifest error; provided, however, that (i) the failure of a Lender to make any such record shall not affect the obligations of the Borrower under any of the Loan Documents and (ii) if there is a discrepancy between such records of a Lender and the statements of accounts maintained by the Administrative Agent pursuant to Section 3.8., in the absence of manifest error, the statements of account maintained by the Administrative Agent pursuant to Section 3.8. shall be controlling.

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

Section 2.11. [Intentionally Omitted].

Section 2.12. Extension of Termination Date.

The Borrower shall have the right, exercisable two (2) times, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Date by two years for each such extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 days but not more than 180 days prior to the current Term Loan Maturity Date a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Date shall be extended for two years effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, and (y) the Borrower shall have paid the Fees payable under Section 3.5.(b). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Section 2.13. [Intentionally Omitted].

Section 2.14. Additional Loans.

The Borrower shall have the right at any time and from time to time on not more than 2 different occasions during the period from the Effective Date to but excluding the second anniversary of the

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Effective Date to request additional Loans by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of all Loans hereunder shall not exceed $100,000,000. Each such increase in the Loans must be in the aggregate minimum amount of $20,000,000 and integral multiples of $1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such additional Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the additional Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders, such Lenders and allocations to be mutually agreed upon by Administrative Agent and the Borrower and any approval of a Lender or allocation suggested by the one shall not be unreasonably withheld, conditioned or delayed by the other. Each Lender’s increase of the principal amount of its Loan or decision to provide a new Loan shall be made in such Lender’s sole discretion, and no Lender shall be obligated in any way whatsoever to increase the principal amount of its Loan or provide a new Loan, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) except in the case of any Lender that has notified the Administrative Agent in writing that it elects not to receive a Note, new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans, in the amount of the aggregate principal amount of such Lender’s Loans at the time of the effectiveness of the applicable increase in the aggregate amount of the Loan. In connection with any increase in the aggregate amount of the Loans pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

ARTICLE III. PAYMENTS, FEES AND OTHER GENERAL PROVISIONS

Section 3.1. Payments.

(a)    Payments by Borrower. Except to the extent otherwise provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrower under this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim, to the Administrative Agent at the Principal Office, not later than 2:00 p.m. Eastern time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to

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Section 11.5., the Borrower shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrower hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. In the event the Administrative Agent fails to pay such amounts to such Lender within one Business Day of receipt of such amounts, the Administrative Agent shall pay interest on such amount until paid at a rate per annum equal to the Federal Funds Rate from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable to such payment for the period of such extension.

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

Section 3.2. Pro Rata Treatment.

Except to the extent otherwise provided herein: (a) the making of Term Loans under Section 2.2.(a) shall be made from the Lenders pro rata according to the amounts of their respective Term Loan Commitments; (b) each payment or prepayment of principal of Term Loans and each payment of fees under Section 3.5.(b)(ii) shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Term Loans held by them; (c) each payment of interest on the Term Loans shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Term Loans then due and payable to the respective Lenders; and (d) the Conversion and Continuation of Term Loans of a particular Type (other than Conversions provided for by Sections 5.1.(c) and 5.5.) shall be made pro rata among the Lenders according to the amounts of their respective Term Loans and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous.

Section 3.3. Sharing of Payments, Etc.

If a Lender shall obtain payment of any principal of, or interest on, any Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment, should be distributed to the Lenders in accordance with Section 3.2. or Section 11.5., as applicable, such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such payment

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(net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.5., as applicable. To such end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Section 3.4. Several Obligations.

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

Section 3.5. Fees.

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

(b)    Extension Fee.

(i)    [Intentionally Omitted].

(ii)    If the Borrower exercises its right to extend the Term Loan Maturity Date in accordance with Section 2.12., the Borrower agrees to pay to the Administrative Agent for the account of each Lender a fee equal to 0.25% of the outstanding principal amount of such Lender’s Term Loan on the effective date of such extension. Such fee shall be due and payable in full on the date the Administrative Agent receives the Extension Request pursuant to such Section.

(c)    [Intentionally Omitted].

(d)    [Intentionally Omitted].

(e)    Administrative and Other Fees. The Borrower agrees to pay the administrative and other fees of the Administrative Agent as agreed to in writing from time to time by the Borrower and the Administrative Agent.

Section 3.6. Computations.

Unless otherwise expressly set forth herein, any accrued interest on any Loan, any Fees or any other Obligations due hereunder shall be computed on the basis of a year of 360 days (or 365 days in the case of Base Rate Loans) and the actual number of days elapsed.

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Section 3.7. Usury.

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

Section 3.8. Statements of Account.

The Administrative Agent will account to the Borrower periodically, but no less than once every fiscal quarter, with a statement of Loans, accrued interest and Fees, charges and payments made pursuant to this Agreement and the other Loan Documents, and such account rendered by the Administrative Agent shall be deemed conclusive upon the Borrower absent manifest error. The failure of the Administrative Agent to deliver such a statement of accounts shall not relieve or discharge the Borrower from any of its obligations hereunder.

Section 3.9. Defaulting Lenders.

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

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

(b)    Defaulting Lender Waterfall. Any payment of principal, interest, Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article XI. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.4. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a

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result of such Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Article VI. were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with their respective Pro Rata Shares.

(c)    [Intentionally Omitted].

(d)    [Intentionally Omitted].

(e)    [Intentionally Omitted].

(f)    Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, take such actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with their respective Pro Rata Shares whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to Fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(g)    [Intentionally Omitted].

(h)    Purchase of Defaulting Lender’s Loans. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.6.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Loans via an assignment subject to and in accordance with the provisions of Section 13.6.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding Section 13.6.(b), shall pay to the Administrative Agent an assignment fee in the amount of $5000. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenders, except the Defaulting Lender as set forth in the immediately preceding sentence.

Section 3.10. Taxes; Foreign Lenders.

(a)    Taxes Generally. All payments by the Borrower of principal of, and interest on, the Loans and all other Obligations shall be made free and clear of and without deduction for any present or

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future excise, stamp or other taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding (i) franchise taxes, (ii) any taxes (other than withholding taxes) that would not be imposed but for a connection between the Administrative Agent or a Lender and the jurisdiction imposing such taxes (other than a connection arising solely by virtue of the activities of the Administrative Agent or such Lender pursuant to or in respect of this Agreement or any other Loan Document), (iii) any taxes imposed on or measured by any Lender’s assets, net income, receipts or branch profits, (iv) any taxes arising after the Agreement Date solely as a result of or attributable to a Lender changing its designated Lending Office after the date such Lender becomes a party hereto, and (v) any taxes imposed by Sections 1471 through Section 1474 of the Internal Revenue Code (including any official interpretations thereof, collectively “FATCA”) on any “withholdable payment” payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements as set forth in FATCA after December 31, 2012 (such non-excluded items being collectively called “Taxes”). If any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Taxes pursuant to any Applicable Law, then the Borrower will:

(i)    pay directly to the relevant Governmental Authority the full amount required to be so withheld or deducted;

(ii)    promptly forward to the Administrative Agent an official receipt or other documentation satisfactory to the Administrative Agent evidencing such payment to such Governmental Authority; and

(iii)    pay to the Administrative Agent for its account or the account of the applicable Lender such additional amount or amounts as is necessary to ensure that the net amount actually received by the Administrative Agent or such Lender will equal the full amount that the Administrative Agent or such Lender would have received had no such withholding or deduction been required.

(b)    Tax Indemnification. If the Borrower fails to pay any Taxes when due to the appropriate Governmental Authority or fails to remit to the Administrative Agent, for its account or the account of the respective Lender, as the case may be, the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental Taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. For purposes of this Section, a distribution hereunder by the Administrative Agent or any Lender to or for the account of any Lender shall be deemed a payment by the Borrower.

(c)    Tax Forms. Prior to the date that any Lender or Participant organized under the laws of a jurisdiction other than the United States of America becomes a party hereto, such Person shall deliver to the Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax under the Internal Revenue Code. Each such Lender or Participant shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrower or the Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrower or the Administrative Agent. The Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to

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any Lender or Participant that is organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes or the Administrative Agent, if it is organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes, if such Lender, such Participant or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Lender or Participant, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from such payment to such Lender such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

(d)    USA Patriot Act Notice; Compliance. In order for the Administrative Agent to comply with the USA Patriot Act of 2001 (Public Law 107-56), prior to any Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America becoming a party hereto, the Administrative Agent may request, and such Lender or Participant shall provide to the Administrative Agent, its name, address, tax identification number and/or such other identification information as shall be necessary for the Administrative Agent to comply with federal law.

ARTICLE IV. BORROWING BASE PROPERTIES

Section 4.1. Eligibility of Properties.

(a)    Initial Borrowing Base Assets. As of the date hereof, the Lenders have approved for inclusion in calculations of the Borrowing Base (i) the Properties identified on Schedule 4.1., as well as the Unencumbered Eligible Property Value initially attributable to each such Property and the (ii) Mortgage Receivables identified on such Schedule.

(b)    Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that any additional Eligible Property be included in calculations of the Borrowing Base, the Borrower shall so notify the Administrative Agent in writing and provide the Administrative Agent with the following, in form and substance reasonably satisfactory to the Administrative Agent:

(i)    An operating statement for such Property certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP, if available, and otherwise in accordance with tax basis accounting principles, for the previous two fiscal years and for the current fiscal year through the fiscal quarter most recently ended to the extent available if such Property was acquired by the Borrower or a Subsidiary within the last 2 years;

(ii)    A pro-forma operating statement or an operating budget for such Property for the current and immediately following fiscal year; provided, however, if such Property is subject to a Triple Net Lease, then only a 12-month forward rent roll shall be required;

(iii)    An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to

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include the age, location, survey, current occupancy rate and physical condition of such Property and (B) the current and projected condition of the regional market and specific submarket in which such Property is located, prepared by the Borrower, CoStar Group, Inc. or another similar market analysis company reasonably acceptable to the Administrative Agent;

(iv)    A “Phase I” environmental assessment of such Property not more than 12 months old (or if such Property was previously subject to a Lien to secure Indebtedness of the Borrower or a Subsidiary and such Indebtedness was later satisfied in order to include such Property in the Borrowing Base, the most recently obtained “Phase I” obtained by the Borrower or a Subsidiary, so long as such “Phase I” was obtained within 3 years of the date of notification by the Borrower under this Section 4.1.(b), or such longer period, not to exceed 6 years of the date of notification by the Borrower under this Section 4.1(b), as approved by the Administrative Agent in its reasonable discretion, and the Borrower certifies that the representation set forth in Section 7.1.(o) is true and correct as of the date of such notification), which report has been prepared by Environmental Management Group or another environmental engineering firm acceptable to the Administrative Agent, such acceptance not to be unreasonably withheld, conditioned or delayed, including any “Phase II” environmental assessment prepared or recommended by such environmental engineering firm to be prepared for such Property;

(v)    A Borrowing Base Certificate that includes the Unencumbered Eligible Property Value of such Property;

(vi)    To the extent the owner of such Property is not the Borrower or already party to the Guaranty, such deliveries as are required pursuant to Section 8.12 hereof (which items shall be delivered, and such Subsidiary shall become a Guarantor, prior to the date such Property is included as a Borrowing Base Property); and

(vii)    Such other information the Administrative Agent may reasonably request in order to confirm that the Property is an Eligible Property.

Upon the Administrative Agent’s receipt of all of the foregoing items which shall be in form and substance reasonably satisfactory to the Administrative Agent, such Property shall be deemed to be a Borrowing Base Property.

(c)    Nonconforming Properties. If a Property which the Borrower wants to have included in calculations of the Borrowing Base does not satisfy the requirements of an Eligible Property, the Borrower may by written notice to the Administrative Agent request that the Lenders nevertheless include such Property as a Borrowing Base Property. Such written notice shall set forth in a manner reasonably acceptable to the Administrative Agent a detailed description of each criteria set forth in the definition of Eligible Property which such Property fails to satisfy and the extent or manner in which it failed to satisfy such criteria (the “Nonconforming Features”). The Administrative Agent shall forward any such notice to the Lenders promptly upon receipt. In connection therewith, the Borrower shall deliver the information required by the immediately preceding subsection (b) to each of the Lenders. A Property shall become a Borrowing Base Property under this subsection only upon the approval of the Requisite Lenders, such approval not to be unreasonably withheld, conditioned or delayed.

(d)    Additional Unencumbered Mortgage Receivables. If after the Effective Date the Borrower desires that any additional Mortgage Receivable be included in calculations of the Borrowing Base, the Borrower shall so notify the Administrative Agent in writing and provide the Administrative Agent with the following, in form and substance reasonably satisfactory to the Administrative Agent:

(i)    Copies of the documents, instruments and agreements evidencing such Mortgage Receivable;

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(ii)    Evidence reasonably satisfactory to the Administrative Agent that (x) the Lien securing such Mortgage Receivable is a first priority Lien and (y) establishes the amount of Indebtedness secured by the Lien securing such Mortgage Receivable and the Value of the property encumbered by such Lien;

(iii)     A Borrowing Base Certificate that includes the amount of such Mortgage Receivable; and

(iv)    Such other information the Administrative Agent may reasonably request in order to confirm that the Mortgage Receivable qualifies as an Unencumbered Mortgage Receivable.

Upon the Administrative Agent’s receipt of all of the foregoing items, such Mortgage Receivable shall be deemed to be an Unencumbered Mortgage Receivable.

Section 4.2. Release of Properties.

From time to time the Borrower may request, upon not less than 10 days prior written notice to the Administrative Agent (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion), that a Borrowing Base Asset be no longer considered a Borrowing Base Asset, which release (a “Property Release”) shall be effected by the Administrative Agent if the Administrative Agent determines all of the following conditions are satisfied as of the date of such Property Release:

(a)    No Default or Event of Default exists or will exist immediately after giving effect to such Property Release and the reduction in the Borrowing Base by reason of such Property Release;

(b)    The representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) immediately prior to and after giving effect to such Property Removal with the same force and effect as if made on and as of such date except to the extent (i) that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date), and (ii) of changes in factual circumstances resulting from transactions permitted by the Loan Documents;

(c)    The Borrower shall have delivered to the Administrative Agent a Borrowing Base Certificate and Compliance Certificate demonstrating on a pro forma basis, and the Administrative Agent shall have determined to its reasonable satisfaction, that after giving effect to such request and any prepayment of the Loans or other Indebtedness to be made and/or the acceptance of any Property, Mortgage Receivable or cash or cash equivalents as an additional or replacement Borrowing Base Asset to be given concurrently with such request, that the Borrower will be in compliance with the covenants set forth in Section 10.1. after giving effect to the Property Release; and

(d)    After giving effect to such Property Release, the number of Borrowing Base Properties shall be at least 50, and the aggregate Unencumbered Eligible Property Values of such Borrowing Base Properties shall be at least $200,000,000. Delivery by the Borrower to the Administrative Agent of a

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request for a Property Release shall constitute a representation by the Borrower that the matters set forth in the immediately preceding clauses (a) and (b) (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Section 4.3. Frequency of Calculations of Borrowing Base.

Initially, the Borrowing Base shall be the amount set forth as such in the Borrowing Base Certificate delivered under Section 6.1. Thereafter, the Borrowing Base shall be the amount set forth as such in the Borrowing Base Certificate delivered from time to time under Sections 4.1., 4.2.(c) and 9.4.(d). Any increase in the Unencumbered Eligible Property Value of a Borrowing Base Property shall become effective as of the next determination of the Borrowing Base as provided in this Section.

ARTICLE V. YIELD PROTECTION, ETC.

Section 5.1. Additional Costs; Capital Adequacy.

(a)    Capital Adequacy. If any Lender determines that compliance with any law or regulation or with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender, or any corporation controlling such Lender, as a consequence of, or with reference to, such Lender’s making or maintaining Loans below the rate which such Lender or such corporation controlling such Lender could have achieved but for such compliance (taking into account the policies of such Lender or such corporation with regard to capital), then the Borrower shall, from time to time, within thirty (30) days after written demand by such Lender, pay to such Lender additional amounts sufficient to compensate such Lender or such corporation controlling such Lender to the extent that such Lender determines such increase in capital is allocable to such Lender’s obligations hereunder.

(b)    Additional Costs. In addition to, and not in limitation of the immediately preceding subsection, the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans (other than taxes imposed on or measured by the overall net income of such Lender or of its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining Adjusted LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

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(c)    Lender’s Suspension of LIBOR Loans. Without limiting the effect of the provisions of the immediately preceding subsections (a) and (b), if by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender that includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender that includes LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 5.5. shall apply).

(d)    [Intentionally Omitted].

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

(f)    Delay in Requests. Failure or delay on the part of the Administrative Agent or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s or such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent or a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than 120 days prior to the date that the Administrative Agent or such Lender, as the case may be, notifies the Borrower of the event giving rise to such increased costs or reductions, and of the Administrative Agent’s or such Lender’s intention to claim compensation therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the 120 day period referred to above shall be extended to include the period of retroactive effect thereof).

Section 5.2. Suspension of LIBOR Loans.

Anything herein to the contrary notwithstanding, if, on or prior to the determination of Adjusted LIBOR for any Interest Period:

(a)    the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein or is otherwise unable to determine LIBOR or Adjusted LIBOR; or

(b)    the Administrative Agent reasonably determines (which determination shall be conclusive) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are not likely to adequately cover the cost to any Lender of making or maintaining LIBOR Loans for such Interest Period;

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then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no obligation to, and shall not, Continue LIBOR Loans or Convert Loans into LIBOR Loans, and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either prepay such Loan or Convert such Loan into a Base Rate Loan.

Section 5.3. Illegality.

Notwithstanding any other provision of this Agreement, if any Lender shall determine (which determination shall be conclusive and binding) that it is unlawful for such Lender to honor its obligation to maintain LIBOR Loans hereunder, then such Lender shall promptly notify the Borrower thereof (with a copy of such notice to the Administrative Agent) and such Lender’s obligation to Continue or to Convert Loans of any other Type into, LIBOR Loans shall be suspended, in each case, until such time as such Lender may again make and maintain LIBOR Loans (in which case the provisions of Section 5.5. shall be applicable).

Section 5.4. Compensation.

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

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

(b)    any failure by the Borrower for any reason (including, without limitation, the failure of any of the applicable conditions precedent specified in Article 6.2. to be satisfied) to borrow a LIBOR Loan from such Lender on the date for such borrowing, or to Convert a Base Rate Loan into a LIBOR Loan or Continue a LIBOR Loan on the requested date of such Conversion or Continuation.

Not in limitation of the foregoing, such compensation shall include, without limitation, in the case of a LIBOR Loan, an amount equal to the then present value of (A) the amount of interest that would have accrued on such LIBOR Loan for the remainder of the Interest Period at the rate applicable to such LIBOR Loan, less (B) the amount of interest that would accrue on the same LIBOR Loan for the same period if LIBOR were set on the date on which such LIBOR Loan was repaid, prepaid or Converted or the date on which the Borrower failed to Convert or Continue such LIBOR Loan, as applicable, calculating present value by using as a discount rate equal to Adjusted LIBOR quoted on such date. Upon the Borrower’s request, the Administrative Agent shall provide the Borrower with a statement setting forth the basis for requesting such compensation and the method for determining the amount thereof. Any such statement shall be conclusive absent manifest error.

Section 5.5. Treatment of Affected Loans.

If the obligation of any Lender to Continue or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 5.1.(c), Section 5.2. or Section 5.3. then such Lender’s LIBOR

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Loans shall be automatically Converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for LIBOR Loans (or, in the case of a Conversion required by Section 5.1.(c), Section 5.2., or Section 5.3. on such earlier date as such Lender may specify to the Borrower with a copy to the Administrative Agent) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 5.1., Section 5.2. or Section 5.3. that gave rise to such Conversion no longer exist:

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

(ii)    any portion of such Lender’s Loans that would otherwise be Continued by such Lender as a LIBOR Loan shall be Continued instead as a Base Rate Loan, and any Base Rate Loan of such Lender that would otherwise be Converted into a LIBOR Loans shall remain as a Base Rate Loan.

If such Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 5.1.(c), 5.2. or 5.3. that gave rise to the Conversion of such Lender’s LIBOR Loans pursuant to this Section no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when LIBOR Loans made by other Lenders are outstanding, then such Lender’s Base Rate Loans shall be automatically Converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding LIBOR Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding LIBOR Loans and by such Lender are held pro rata (as to principal amounts, Types and Interest Periods) in accordance with the respective unpaid principal amount of the Loan held by each Lender.

Section 5.6. Affected Lenders.

If (a) a Lender requests compensation pursuant to Section 3.10. or 5.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of any Lender to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 5.1.(c) or 5.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Loan to an Eligible Assignee subject to and in accordance with the provisions of Section 13.6.(b) for a purchase price equal to (x) the principal balance of the Loan then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.3.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee. Each of the Administrative Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any titled agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to this Agreement (including, without limitation, pursuant to Sections 3.10., 5.1. or 5.4.) with respect to any period up to the date of replacement.

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Section 5.7. Change of Lending Office.

Each Lender agrees that it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate an alternate Lending Office with respect to any of its Loans affected by the matters or circumstances described in Sections 3.10., 5.1. or 5.3. to reduce the liability of the Borrower or avoid the results provided thereunder, so long as such designation is not disadvantageous to such Lender as determined by such Lender in its sole discretion, except that such Lender shall have no obligation to designate a Lending Office located in the United States of America.

Section 5.8. Assumptions Concerning Funding of LIBOR Loans.

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

ARTICLE VI. CONDITIONS PRECEDENT

Section 6.1. Initial Conditions Precedent.

The obligation of the Lenders to make the Loans is subject to the satisfaction or waiver of the following conditions precedent:

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

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

(ii)    Term Notes (excluding any Lender that has requested that it not receive a Note) executed by the Borrower, payable to each applicable Lender and complying with the terms of Section 2.10.(a);

(iii)    the Guaranty executed by the Parent and each owner of an Eligible Property (other than the Borrower);

(iv)    an opinion of Tones Vaisey, PLLC, counsel to the Borrower and the other Loan Parties, addressed to the Administrative Agent and the Lenders and covering such matters as the Administrative Agent may reasonably request;

(v)    the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower and the Parent certified as of a recent date by the Secretary of State of the state of formation of such Person and of each other Loan Party certified as true, complete and correct copies by the Secretary or Assistant Secretary (or individual performing similar functions) of each other Loan Party;

(vi)    a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable

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certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect;

(vii)    a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower the Notice of Term Loan Borrowing and Notices of Conversion and Notices of Continuation;

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

(ix)    a Borrowing Base Certificate calculated as of March 31, 2013 giving pro forma to the transactions contemplated herein;

(x)    a Compliance Certificate calculated on a pro forma basis for the Parent’s fiscal quarter ending March 31, 2013;

(xi)    evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid;

(xii)    the Notice of Term Loan Borrowing from the Borrower requesting $50,000,000 of Loans indicating how the proceeds thereof are to be made available to the Borrower, and if any of the Loans initially are to be LIBOR Loans, the Interest Period thereof; and

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

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

(i)    there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and their respective Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect;

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

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(iii)    the Parent, the Borrower, the other Loan Parties, and their respective Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any Applicable Law or (B) any material agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound;

(iv)    the Parent, the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); and

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

Section 6.2. Conditions Precedent to All Credit Events.

In addition to satisfaction or waiver of the conditions precedent contained in Section 6.1., the obligations of the Lenders to make the Loans (including pursuant to Section 2.14.) are subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of the Loans or would exist immediately after giving effect thereto and (b) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted hereunder. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time the Loans are made that all conditions to the making of such Loans contained in this Article VI. have been satisfied.

ARTICLE VII. REPRESENTATIONS AND WARRANTIES

Section 7.1. Representations and Warranties.

In order to induce the Administrative Agent and each Lender to enter into this Agreement and to make the Loans, each of the Parent and the Borrower represents and warrants to the Administrative Agent and each Lender as follows:

(a)    Organization; Power; Qualification. Each of the Parent, the Borrower, the other Loan Parties and the other Subsidiaries is a corporation, partnership or other legal entity, duly organized or formed, validly existing and in good standing under the jurisdiction of its incorporation or formation, has the power and authority to own or lease its respective properties and to carry on its respective business as now being and hereafter proposed to be conducted and is duly qualified and is in good standing as a

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foreign corporation, partnership or other legal entity, and authorized to do business, in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization and where the failure to be so qualified or authorized could reasonably be expected to have, in each instance, a Material Adverse Effect.

(b)    Ownership Structure. Part I of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. As of the Agreement Date, except as disclosed in such Schedule (A), each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a)(i) and (f) of the definition of the term “Permitted Liens”), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent.

(c)    Authorization of Loan Documents and Borrowings. The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Parent, the Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which the Parent, the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.

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

(e)    Compliance with Law; Governmental Approvals. Each of the Parent, the Borrower, the other Loan Parties and the other Subsidiaries is in compliance with each Governmental Approval and all other Applicable Laws relating to it except for noncompliances which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate, reasonably be expected to cause a Default or Event of Default or have a Material Adverse Effect.

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(f)    Title to Properties; Liens. Part I of Schedule 7.1.(f) is, as of the Agreement Date, a complete and correct listing of all real estate assets of the Parent, the Borrower, each other Loan Party and each other Subsidiary, setting forth, for each such Property, the current occupancy status of such Property and whether such Property is a Development Property and, if such Property is a Development Property, the status of completion of such Property. Each of the Borrower, each other Loan Party and each other Subsidiary has good, marketable and legal title to, or a valid leasehold interest in, its respective assets. As of the Agreement Date, there are no Liens against any assets of any Borrower or any Subsidiary other than Permitted Liens and Liens set forth on Part II of Schedule 7.1.(f).

(g)    Existing Indebtedness; Total Liabilities. Schedule 7.1.(g) is, as of the Agreement Date, a complete and correct listing of all Indebtedness (including all Guarantees) of each of the Parent, the Borrower, the other Loan Parties and the other Subsidiaries, and if such Indebtedness is secured by any Lien, a description of all of the property subject to such Lien. As of the Agreement Date, the Borrower, the other Loan Parties and the other Subsidiaries have materially performed and are in material compliance with all of the terms of such Indebtedness and all instruments and agreements relating thereto, and no event of default, or, to the best of Parent’s and the Borrower’s knowledge, no default or other event or condition which with the giving of notice, the lapse of time, or both, would constitute an event of default, exists with respect to any such Indebtedness.

(h)    Material Contracts. Schedule 7.1.(h) is, as of the Agreement Date, a true, correct and complete listing of all Material Contracts. Each of the Parent, the Borrower, the other Loan Parties and the other Subsidiaries that is party to any Material Contract has materially performed and is in material compliance with all of the terms of such Material Contract, and no default or event of default, or event or condition which with the giving of notice, the lapse of time, or both, would constitute such a default or event of default, exists with respect to any such Material Contract.

(i)    Litigation. Except as set forth on Schedule 7.1.(i), there are no actions, suits or proceedings pending (nor, to the knowledge of any Loan Party, are there any actions, suits or proceedings threatened, nor is there any basis therefor) against or in any other way relating adversely to or affecting the Parent, the Borrower, any other Loan Party, any other Subsidiary or any of their respective property in any court or before any arbitrator of any kind or before or by any other Governmental Authority which, (i) could reasonably be expected to have a Material Adverse Effect or (ii) in any manner draws into question the validity or enforceability of any Loan Document. There are no strikes, slowdowns, work stoppages or walkouts or other labor disputes in progress or threatened relating to, any Loan Party or any other Subsidiary.

(j)    Taxes. All federal, state and other material tax returns of the Parent, the Borrower, each other Loan Party and each other Subsidiary required by Applicable Law to be filed have been duly filed, and all federal, state and other material taxes, assessments and other governmental charges or levies upon, each Loan Party, each other Subsidiary and their respective properties, income, profits and assets which are due and payable have been paid, except any such nonpayment or non-filing which is at the time permitted under Section 8.6. As of the Agreement Date, none of the United States income tax returns of the Parent, the Borrower, any other Loan Party or any other Subsidiary is under audit. All material charges, accruals and reserves on the books of the Borrower, the other Loan Parties and the other Subsidiaries in respect of any taxes or other governmental charges are in accordance with GAAP for all periods ending after September 30, 2011.

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(k)    Financial Statements. The Borrower has furnished to each Lender copies of (i) the audited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal years ended December 31, 2011 and December 31, 2012, and the related audited consolidated statements of operations, shareholders’ equity and cash flows for the fiscal years ended on such dates, with the opinion thereon of Ernst & Young LLP, and (ii) the unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal quarter ended March 31, 2013, and the related unaudited consolidated statements of operations and shareholders’ equity of the Parent and its consolidated Subsidiaries for the fiscal quarter ended on such date. Such financial statements (including in each case related schedules and notes) are complete and correct in all material respects and present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the consolidated financial position of the Parent and its consolidated Subsidiaries as at their respective dates and the results of operations and, with respect to the financial statements referenced in clause (i), the cash flow for such periods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments and absence of footnotes). None of the Parent, the Borrower or any of their respective Subsidiaries has on the Agreement Date any material contingent liabilities, liabilities, liabilities for taxes, unusual or long-term commitments or unrealized or forward anticipated losses from any unfavorable commitments that would be required to be set forth in its financial statements or notes thereto, except as referred to or reflected or provided for in said financial statements.

(l)    No Material Adverse Change; Solvency. Since December 31, 2012, there has been no event, change, circumstance or occurrence that could reasonably be expected to have a Material Adverse Effect. Each of the Parent, the Borrower and the other Loan Parties is Solvent after giving effect to Section 30 of the Guaranty. The Parent, the Borrower, the other Loan Parties and the other Subsidiaries, on a consolidated basis, are Solvent.

(m)    ERISA.

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

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

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

(n)    Absence of Default. None of (i) the Loan Parties is in default under its certificate or articles of incorporation or formation or any material provision of its bylaws, partnership agreement or other similar organizational documents, and (i) the other Subsidiaries of the Parent is in default of any material provision under its certificate or articles of incorporation or formation or any material provision of its bylaws, partnership agreement or other similar organizational documents. No event has occurred, which has not been remedied, cured or waived: (i) which constitutes a Default or an Event of Default; or (ii) which constitutes, or which with the passage of time, the giving of notice, or both, would constitute, a default or event of default by, any Loan Party or any other Subsidiary under any agreement (other than this Agreement) or judgment, decree or order to which any such Person is a party or by which any such Person or any of its respective properties may be bound where such default or event of default could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(o)    Environmental Laws. Each of the Borrower, each other Loan Party and each other Subsidiary: (i) is in compliance with all Environmental Laws applicable to its business, operations and the Properties, (ii) has obtained all Governmental Approvals which are required under Environmental Laws, and each such Governmental Approval is in full force and effect, and (iii) is in compliance with all terms and conditions of such Governmental Approvals, where with respect to each of the immediately preceding clauses (i) through (iii) the failure to obtain or to comply with could reasonably be expected to have a Material Adverse Effect. Except for any of the following matters that could not reasonably be expected to have a Material Adverse Effect, no Loan Party has any knowledge of, or has received notice of, any past, present, or pending releases, events, conditions, circumstances, activities, practices, incidents, facts, occurrences, actions, or plans that, with respect to any Loan Party or any other Subsidiary, their respective businesses, operations or with respect to the Properties, may: (x) cause or contribute to an actual or alleged violation of or noncompliance with Environmental Laws, (y) cause or contribute to any other potential common-law or legal claim or other liability, or (z) cause any of the Properties to become subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law or require the filing or recording of any notice, approval or disclosure document under any Environmental Law and, with respect to the immediately preceding clauses (x) through (z) is based on or related to the on-site or off-site manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport, removal, clean up or handling, or the emission, discharge, release or threatened release of any wastes or Hazardous Material, or any other requirement under Environmental Law. There is no civil, criminal, or administrative action, suit, demand, claim, hearing, notice, or demand letter, mandate, order, lien, request, investigation, or proceeding pending or, to the Parent’s or the Borrower’s knowledge after due inquiry, threatened, against the Parent, the Borrower, any other Loan Party or any other Subsidiary relating in any way to Environmental Laws which, reasonably could be expected to have a Material Adverse Effect. None of the Properties is listed on or proposed for listing on the National Priority List promulgated pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and its implementing regulations, or any state or local priority list promulgated pursuant to any analogous state or local law. To either the Parent’s or the Borrower’s knowledge, no Hazardous Materials generated at or transported from the Properties are or have been

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transported to, or disposed of at, any location that is listed or proposed for listing on the National Priority List or any analogous state or local priority list, or any other location that is or has been the subject of a clean-up, removal or remedial action pursuant to any Environmental Law, except to the extent that such transportation or disposal could not reasonably be expected to result in a Material Adverse Effect.

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

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

(r)    Affiliate Transactions. Except as permitted by Section 10.8. or as otherwise set forth on Schedule 7.1.(r), none of the Parent, the Borrower, any other Loan Party or any other Subsidiary is a party to or bound by any agreement or arrangement with any Affiliate.

(s)    Intellectual Property. Each of the Loan Parties and each other Subsidiary owns or has the right to use, under valid license agreements or otherwise, all patents, licenses, franchises, trademarks, trademark rights, service marks, service mark rights, trade names, trade name rights, trade secrets and copyrights (collectively, “Intellectual Property”) necessary to the conduct of its businesses as specified in Section 7.1(t), without known conflict with any patent, license, franchise, trademark, trademark right, service mark, service mark right, trade secret, trade name, copyright, or other proprietary right of any other Person. No claim has been asserted to any Loan Party or any Subsidiary by any Person with respect to the use of any such Intellectual Property by the Parent, the Borrower, any other Loan Party or any other Subsidiary, or challenging or questioning the validity or effectiveness of any such Intellectual Property, in each case, that could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by the Parent, the Borrower, the other Loan Parties and the other Subsidiaries does not infringe on the rights of any Person, subject to such claims and infringements as do not, in the aggregate, give rise to any liabilities on the part of the Borrower, any other Loan Party or any other Subsidiary that could reasonably be expected to have a Material Adverse Effect.

(t)    Business. As of the Agreement Date, the Parent, the Borrower, the other Loan Parties and the other Subsidiaries are engaged in the business of owning, leasing and financing real estate, together with other business activities incidental thereto.

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

(v)    Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent

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or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement), complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with tax basis accounting principles for periods ending on or before September 30, 2011, and GAAP thereafter, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized). No fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee) a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

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

(x)    OFAC. None of the Parent, the Borrower, any of the other Loan Parties, any of the other Subsidiaries, or to the Parent’s and the Borrower’s knowledge, any other Affiliate of the Parent: (i) is a person named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) available at http://www.treas.gov/offices/enforcement/ofac/index.shtml or as otherwise published from time to time; (ii) is (A) an agency of the government of a country, (B) an organization controlled by a country, or (C) a person resident in a country that is subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/index.shtml, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives any of its assets or operating income from investments in or transactions with any such country, agency, organization or person; and none of the proceeds from any Loan will be used to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person.

(y)    REIT Status. The Parent qualifies as, and has elected to be treated as, a REIT and is in compliance with all applicable requirements and conditions imposed under the Internal Revenue Code necessary to allow the Parent to maintain its status as a REIT.

(z)    Borrowing Base Assets. Each of the Properties and other assets included in calculations of the Borrowing Base satisfy all of the requirements contained in the definitions of “Eligible Property”,

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“Unencumbered Cash” and “Unencumbered Mortgage Receivable”, as applicable, except in the case of a Property to the extent the requirements in the definition of “Eligible Property” were waived by the Requisite Lenders, pursuant to Section 4.1.(c) at the time such Property was included in the Borrowing Base and such Property has not ceased to be a Borrowing Base Property pursuant to the definition thereof.

Section 7.2. Survival of Representations and Warranties, Etc.

All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date, the date on which any extension of the Term Loan Maturity Date is effectuated pursuant to Section 2.12., and at and as of the date of the occurrence of each Credit Event, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly and specifically permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Loans.

ARTICLE VIII. AFFIRMATIVE COVENANTS

For so long as this Agreement is in effect, the Parent and the Borrower, as applicable, shall comply with the following covenants:

Section 8.1. Preservation of Existence and Similar Matters.

Except as otherwise permitted under Section 10.4., the Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, preserve and maintain its respective existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation and qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization and where the failure to be so authorized and qualified could reasonably be expected to have a Material Adverse Effect.

Section 8.2. Compliance with Applicable Law.

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

Section 8.3. Maintenance of Property.

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

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Section 8.4. Conduct of Business.

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, carry on its respective businesses as described in Section 7.1.(t) and not enter into any line of business not otherwise engaged in by the Loan Parties as of the Agreement Date.

Section 8.5. Insurance.

In addition to the requirements of any of the other Loan Documents, the Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, or cause each tenant under a Tenant Lease to, maintain insurance (on a replacement cost basis) with financially sound and reputable insurance companies against such risks and in such amounts as is customarily maintained by Persons engaged in similar businesses or as may be required by Applicable Law. The Borrower shall from time to time deliver to the Administrative Agent upon request a detailed list (together with copies, if requested by the Administrative Agent) of all policies of the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby and/or certificates of property, casualty and flood insurance, in form and substance reasonably satisfactory to the Administrative Agent.

Section 8.6. Payment of Taxes and Claims.

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, pay and discharge (a) prior to delinquency, all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any properties belonging to it, and (b) within 10 days of the date due, all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, could reasonably be expected to become a Lien on any properties of such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings which operate to suspend the collection thereof and for which adequate reserves have been established on the books of such Person in accordance with GAAP for all periods ending after September 30, 2011.

Section 8.7. Books and Records; Inspections.

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, keep proper books of record and account in which materially complete, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, permit representatives of the Administrative Agent or any Lender, upon three (3) Business Days’ prior written notice to the Borrower (provided that if a Default or Event of Default has occurred and is continuing, such written notice shall not be required), to visit, subject to the rights of tenants under Tenant Leases (so long as such rights do not consist of restrictions on a Lender’s right to visit a property imposed to avoid compliance with this Section), and inspect any of such Loan Parties’ or Subsidiaries’ respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants (in the presence of an officer of the Parent if an Event of Default does not then exist), all at such reasonable times during business hours and as often as may reasonably be requested and so long as no Event of Default exists, with reasonable prior notice. The Borrower shall be obligated to reimburse the Administrative Agent and the Lenders for their costs and expenses incurred in connection with the exercise of their rights under this Section only if such exercise occurs while a Default or Event of Default exists. If requested by the Administrative Agent, the Parent and the Borrower shall execute an

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authorization letter addressed to its accountants authorizing the Administrative Agent or any Lender to discuss the financial affairs of the Parent, the Borrower, any other Loan Party or any other Subsidiary with the Borrower’s accountants.

Section 8.8. Use of Proceeds.

The Borrower will use the proceeds of Loans to finance capital expenditures, to acquire properties, to repay Indebtedness of the Borrower and its Subsidiaries, to provide for the general working capital needs of the Borrower and its Subsidiaries and for other general corporate purposes of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any such margin stock.

Section 8.9. Environmental Matters.

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, comply with all Environmental Laws the failure with which to comply could reasonably be expected to have a Material Adverse Effect. The Parent and the Borrower shall comply, and shall cause each other Loan Party and each other Subsidiary to comply, and the Borrower shall use, and shall cause each other Loan Party and each other Subsidiary to use, commercially reasonable efforts to cause all other Persons occupying, using or present on the Properties to comply, with all Environmental Laws the failure with which to comply could reasonably be expected to have a Material Adverse Effect. The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, promptly take all actions and pay or arrange to pay all costs necessary for it and for the Properties to comply all Environmental Laws and all Governmental Approvals (including actions to remove and dispose of all Hazardous Materials and to clean up the Properties as required under Environmental Laws), in each case, the failure with which to comply could reasonably be expected to have a Material Adverse Effect. The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, promptly take all actions necessary to prevent the imposition of any Liens on any of their respective properties arising out of or related to any Environmental Laws. Nothing in this Section shall impose any obligation or liability whatsoever on the Administrative Agent or any Lender.

Section 8.10. Further Assurances.

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

Section 8.11. Material Contracts.

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, duly and punctually perform and comply with any and all material representations, warranties, covenants and agreements expressed as binding upon any such Person under any Material Contract. Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, do or knowingly permit to be done anything to impair materially the value of any of the Material Contracts.

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Section 8.12. Additional Guarantors.

(a)    Within a reasonable period of time (such period not to exceed 45 days) following the date that a Subsidiary of the Borrower first becomes the owner of an Eligible Property and if such Subsidiary still owns an Eligible Property on the date the following is required to be satisfied (such Subsidiary, a “Property Subsidiary”), the Borrower shall deliver to the Administrative Agent each of the following, in form and substance satisfactory to the Administrative Agent, for such Property Subsidiary and for each other Subsidiary of the Parent (other than the Borrower) that owns any direct or indirect Equity Interest in such Property Subsidiary, in each case, if such Subsidiary or Subsidiaries not already party to the Guaranty: (i) an Accession Agreement and (ii) and the items that would have been delivered under Sections 6.1.(a)(iv) through (viii) and (xiv) if such Subsidiary or Subsidiaries had been a Loan Party on the Agreement Date.

(b)    The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor (other than the Parent) from the Guaranty so long as: (i) such Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; (iv) if, upon removal of such entity as a Guarantor, any Property would cease to be a Borrowing Base Property, the Borrower shall have complied with the requirements of Section 4.2; (v) such Guarantor will not have any, or will be released contemporaneously from all, Guarantee obligations in respect of the Existing Credit Agreement; and (vi) the Administrative Agent shall have received such written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Section 8.13. REIT Status.

The Parent shall maintain its status as, and election to be treated as, a REIT under the Internal Revenue Code.

Section 8.14. Derivatives Contract.

Within forty five (45) days of the Effective Date, Borrower shall deliver to Administrative Agent one or more International Swaps and Derivatives Association master agreements executed by the Borrower, including completed Schedules thereto and trade confirmations providing for a floating to fixed interest rate swaps on an aggregate notional amount of at least $50,000,000 in respect of all unsecured borrowings and for a period of at least 5 years (giving effect to any forward starting interest rate swaps), together with evidence of the Borrower’s authority to enter into such agreements.

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ARTICLE IX. INFORMATION

For so long as this Agreement is in effect, the Parent and the Borrower, as applicable, shall furnish to the Administrative Agent for distribution to each of the Lenders:

Section 9.1. Quarterly Financial Statements.

As soon as available but in no event later than 60 days after the end of each of the first, second and third fiscal quarters of the Parent, the unaudited consolidated balance sheet of the Parent and its Subsidiaries as at the end of such period and the related unaudited consolidated statements of operations, stockholders’ equity and cash flows of the Parent and its Subsidiaries for such period, setting forth in each case in comparative form the figures as of the end of and for the corresponding periods of the previous fiscal year, all of which shall be certified by a Financial Officer of the Parent, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the consolidated financial position of the Parent and its Subsidiaries as at the date thereof and the results of operations for such period (subject to normal year-end audit adjustments and the absence of footnotes).

Section 9.2. Year-End Statements.

As soon as available but in no event later than 120 days after the end of each fiscal year of the Parent, the audited consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of operations, stockholders’ equity and cash flows of the Parent and its Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which shall be (a) certified by a Financial Officer of the Parent, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the financial position of the Parent and its Subsidiaries as at the date thereof and the result of operations for such period and (b) accompanied by the report thereon of Ernst & Young or any other independent certified public accountants of recognized standing reasonably acceptable to the Administrative Agent, whose report shall be unqualified and in scope and substance satisfactory to the Requisite Lenders and who shall have authorized the Parent to deliver such financial statements and report thereon to the Administrative Agent and the Lenders pursuant to this Agreement.

Section 9.3. Compliance Certificate.

At the time the financial statements are furnished pursuant to Sections 9.1. and 9.2., a certificate substantially in the form of Exhibit G (a “Compliance Certificate”) executed on behalf of the Parent by a Financial Officer of the Parent (a) setting forth a reasonably detailed list of all Eligible Properties which the Borrower has included in calculations of Total Unencumbered Eligible Property Value for the fiscal period covered by such Compliance Certificate; (b) setting forth in reasonable detail as of the end of such quarterly accounting period or fiscal year, as the case may be, the calculations required to establish whether the Parent was in compliance with the covenants contained in Section 10.1.; and (c) stating that no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature, when it occurred and the steps being taken by the Parent and/or the Borrower with respect to such event, condition or failure.

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Section 9.4. Other Information.

(a)    Promptly upon receipt thereof, copies of any management report submitted to the Parent, the Borrower or either of their Board of Directors by its independent public accountants;

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

(c)    Promptly upon the mailing thereof to the shareholders of the Parent generally, copies of all financial statements, reports and proxy statements so mailed and promptly upon the issuance thereof copies of all press releases issued by the Parent, the Borrower, any other Subsidiary or any other Loan Party;

(d)    Within forty-five (45) days after the end of each fiscal quarter of the Parent, (i) a Borrowing Base Certificate and (ii) an operating summary with respect to each Borrowing Base Property including without limitation, a quarterly and year-to-date statement of Net Operating Income and a leasing/occupancy status report together with a current rent roll for such Property (except if such Borrowing Base Property is subject to a Triple Net Lease, in which case, the Borrower shall furnish to the Administrative Agent a rent roll showing rent paid for the last fiscal quarter for such Borrowing Base Property);

(e)    No later than forty-five (45) days before the end of each fiscal year of the Parent ending prior to the Termination Date, projected balance sheets, operating statements and sources and uses of cash of the Parent and its Subsidiaries on a consolidated basis for each quarter of the next succeeding fiscal year, all itemized in reasonable detail. The foregoing shall be accompanied by pro forma calculations, together with detailed assumptions, required to establish whether or not the Parent, and when appropriate its consolidated Subsidiaries, will be in compliance with the covenants contained in Sections 10.1. at the end of each fiscal quarter of the next succeeding fiscal year;

(f)    Prior to February 1 of each year prior to the Termination Date, a property budget for each Borrowing Base Property for the coming fiscal year of the Parent; provided, however, if such Borrowing Base Property is subject to a Triple Net Lease, then only a 12-month forward rent roll shall be required;

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

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

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(i)    A copy of any amendment to the certificate or articles of incorporation or formation, bylaws, partnership agreement or other similar organizational documents of the Borrower or any other Loan Party within five (5) Business Days after the effectiveness thereof;

(j)    Prompt notice of (i) any change in any Financial Officer of the Parent or the Borrower, any other Loan Party or any other Subsidiary, (ii) any change in the business, assets, liabilities, financial condition, results of operations of any Loan Party or any other Subsidiary or (iii) the occurrence of any other event which, in the case of any of the immediately preceding clauses (i) through (iii), has had, or could reasonably be expected to have, a Material Adverse Effect;

(k)    Prompt notice of the occurrence of any Default or Event of Default or any event which constitutes or which with the passage of time, the giving of notice, or otherwise, would constitute a default or event of default by any Loan Party or any other Subsidiary under any Material Contract to which any such Person is a party or by which any such Person or any of its respective properties may be bound;

(l)    Prompt notice of any order, judgment or decree in excess of $5,000,000 having been entered against any Loan Party or any other Subsidiary or any of their respective properties or assets;

(m)    Any notification of a violation of any Applicable Law or any inquiry shall have been received by any Loan Party or any other Subsidiary from any Governmental Authority that could reasonably be expected to result in a Material Adverse Effect;

(n)    Promptly upon the request of the Administrative Agent, evidence of the Parent’s calculation of the Ownership Share with respect to a Subsidiary or an Unconsolidated Affiliate, such evidence to be in form and detail reasonably satisfactory to the Administrative Agent;

(o)    Promptly, upon each request, information identifying any Loan Party as a Lender may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001));

(p)    Promptly, and in any event within 3 Business Days after a Responsible Officer of the Parent or the Borrower obtains knowledge thereof, written notice of the occurrence of any of the following: (i) the Parent, the Borrower, any other Loan Party or any other Subsidiary shall receive notice that any violation of or noncompliance with any Environmental Law has or may have been committed or is threatened; (ii) the Parent, the Borrower, any other Loan Party or any other Subsidiary shall receive notice that any administrative or judicial complaint, order or petition has been filed or other proceeding has been initiated, or is about to be filed or initiated against any such Person alleging any violation of or noncompliance with any Environmental Law or requiring any such Person to take any action in connection with the release or threatened release of Hazardous Materials; (iii) the Parent, the Borrower, any other Loan Party or any other Subsidiary shall receive any notice from a Governmental Authority or private party alleging that any such Person may be liable or responsible for any costs associated with a response to, or remediation or cleanup of, a release or threatened release of Hazardous Materials or any damages caused thereby; or (iv) the Parent, the Borrower, any other Loan Party or any other Subsidiary shall receive notice of any other fact, circumstance or condition that could reasonably be expected to form the basis of an environmental claim, and the matters covered by notices referred to in any of the immediately preceding clauses (i) through (iv), whether individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

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(q)    Promptly upon, and in any event within 10 Business Days of, any change in the Borrower’s Credit Rating, a certificate stating that the Borrower’s Credit Rating has changed and the new Credit Rating that is in effect; and

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

Section 9.5. Electronic Delivery of Certain Information.

(a)    Documents required to be delivered pursuant to the Loan Documents may be delivered by electronic communication and delivery, including, the Internet, e-mail or intranet websites to which the Administrative Agent and each Lender have access (including a commercial, third-party website such as www.sec.gov <http://www.sec.gov> or a website sponsored or hosted by the Administrative Agent or the Borrower) provided that the foregoing shall not apply to (i) notices to any Lender pursuant to Article II. and (ii) any Lender that has notified the Administrative Agent and the Borrower that it cannot or does not want to receive electronic communications. The Administrative Agent, the Parent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic delivery pursuant to procedures approved by it for all or particular notices or communications. Documents or notices delivered electronically (other than by e-mail) shall be deemed to have been delivered twenty-four (24) hours after the date and time on which the Administrative Agent, the Parent or the Borrower posts such documents or the documents become available on a commercial website and the Administrative Agent, the Parent or the Borrower notifies each Lender of said posting and provides a link thereto provided if such notice or other communication is not sent or posted during the normal business hours of the recipient, said posting date and time shall be deemed to have commenced as of 9:00 a.m. Eastern time on the opening of business on the next business day for the recipient. Notwithstanding anything contained herein, in every instance the Parent shall be required to provide paper copies of the certificate required by Section 9.3. to the Administrative Agent and shall deliver paper copies of any documents to the Administrative Agent or to any Lender that requests such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. Except for the certificates required by Section 9.3., the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents delivered electronically, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery. Each Lender shall be solely responsible for requesting delivery to it of paper copies and maintaining its paper or electronic documents.

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

Section 9.6. USA Patriot Act Notice; Compliance.

The USA Patriot Act of 2001 (Public Law 107-56) and federal regulations issued with respect thereto require all financial institutions to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution. Consequently, a Lender (for itself and/or as Administrative Agent for all Lenders hereunder) may from time-to-time request, and the Parent and the Borrower shall, and shall cause the other Loan Parties to, provide to such Lender, such Loan Party’s name, address, tax identification number and/or such other identification information as shall be necessary for such Lender to comply with federal law. An “account” for this purpose may include, without limitation, a deposit account, cash management service, a transaction or asset account, a credit account, a loan or other extension of credit, and/or other financial services product.

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ARTICLE X. NEGATIVE COVENANTS

For so long as this Agreement is in effect, the Parent or the Borrower, as applicable, shall comply with the following covenants:

Section 10.1. Financial Covenants.

(a)    Leverage Ratio. The Parent shall not permit the ratio of (i) Total Outstanding Indebtedness of the Parent and its Subsidiaries to (ii) Total Market Value, to exceed 0.575 to 1.00 (or 0.60 to 1.00 if the corresponding ratio in Section 10.1(a) of the Existing Credit Agreement is ever amended to be 0.60 to 1.00 pursuant to the Borrowing Base Amendment) at any time.

(b)    Secured Indebtedness Ratio. The Parent shall not permit the ratio of (i) Secured Indebtedness of the Parent and its Subsidiaries to (ii) Total Market Value, at any time to exceed the ratio corresponding to the applicable period set forth below:

Period	Secured Indebtedness to Total Market Value
Before December 31, 2013	0.50 to 1.00
On and after December 31, 2013 but before December 31, 2014	0.45 to 1.00
On and after December 31, 2014	0.40 to 1.00

(c)    Recourse Secured Indebtedness Ratio. The Parent shall not permit the ratio of (i) Secured Indebtedness that is not Nonrecourse Indebtedness of the Parent and its Subsidiaries to (ii) to Total Market Value, at any time to exceed the ratio corresponding to the applicable period set forth below:

Period	Recourse Secured Indebtedness to Total Market Value
On or before October 2, 2014	0.150 to 1.00
After October 2, 2014	0.100 to 1.00

(d)    Adjusted EBITDA to Interest Expense. The Parent shall not permit the ratio of (i) Adjusted EBITDA of the Parent and its Subsidiaries for the fiscal quarter most recently ended for which financial statements are available to (ii) Interest Expense of the Parent and its Subsidiaries for such fiscal quarter, to be less than 1.85 to 1.0 at any time.

(e)    Adjusted EBITDA to Fixed Charges. The Parent shall not permit the ratio of (i) Adjusted EBITDA of the Parent and its Subsidiaries for the fiscal quarter most recently ended for which financial statements are available to (ii) Fixed Charges of the Parent and its Subsidiaries for such fiscal quarter, at any time to be less than 1.50 to 1.00.

(f)    Tangible Net Worth. The Parent shall not permit Tangible Net Worth at any time to be less than (i) $200,000,000 plus (ii) 85.0% of the Net Proceeds of all Equity Issuances effected after the Agreement Date by the Parent or any of its Subsidiaries to any Person other than the Parent or any of its Subsidiaries:

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(g)    Ratio of Total Unsecured Indebtedness to Total Unencumbered Eligible Property Value. The Parent shall not permit the ratio of (i) Total Unsecured Indebtedness of the Parent and its Subsidiaries to (ii) Total Unencumbered Eligible Property Value to exceed 0.575 to 1.00 at any time.

(h)    Permitted Investments. The Parent shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value (determined in accordance with GAAP in the cases of clauses (i) through (iii)) of such holdings of such Persons to exceed 15.0% of Total Market Value at any time:

(i)    unimproved real estate (which shall not include any Development Property);

(ii)    Common stock, Preferred Equity and other Equity Interests in Persons (other than Wholly Owned Subsidiaries);

(iii)    Mortgage Receivables in favor of the Borrower, any other Loan Party or other Subsidiary; and

(iv)    Total Budgeted Costs for Development Properties.

In addition to the foregoing limitation regarding the aggregate value of clauses (i) through (iv), the aggregate value of clause (ii) shall not exceed 10.0% of Total Market Value at any time, and the aggregate value of clause (iii) shall not exceed 10% of Total Market Value at any time.

(i)    Dividends and Other Restricted Payments. Subject to the following sentence, if an Event of Default exists, neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any of its Subsidiaries to, declare or make any Restricted Payments except that the Parent may declare and make cash distributions to its shareholders in an aggregate amount not to exceed the minimum amount necessary for the Parent to remain in compliance with Section 8.13. (and the Borrower and its Subsidiaries may declare and make cash distributions to the Parent for such purpose), and Subsidiaries of the Borrower may pay Restricted Payments to the Borrower or any other Subsidiary of the Borrower that is a Loan Party. If an Event of Default specified in Section 11.1.(a), Section 11.1.(e) or Section 11.1.(f) shall exist, or if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 11.2.(a), neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any Subsidiary to, make any Restricted Payments to any Person except that Subsidiaries may pay Restricted Payments to the Borrower or any other Subsidiary of the Borrower that is a Loan Party.

(j)    Total Unencumbered Eligible Property Value. The Parent shall not, and shall not permit Total Unencumbered Eligible Property Value to be less than $200,000,000 at any time.

(k)    Eligible Properties. The Parent shall not permit the number of Eligible Properties to be less than 50 at any time.

Section 10.2. Negative Pledge.

(a)    Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or Subsidiary to, (i) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Asset or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Asset, now owned or hereafter acquired, except for Permitted Liens; provided, that the provisions of this clause (i) shall be of no effect so long as the Existing Credit

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Agreement remains in effect or (ii) except for the Negative Pledge contained in the Existing Credit Agreement, permit any Borrowing Base Asset or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Asset, to be subject to a Negative Pledge if such Negative Pledge prohibits or purports to prohibit the creation of a Lien on such Borrowing Base Asset or ownership interest as security for the Obligations.

(b)    Neither the Parent nor the Borrower, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.

(c)    If any Borrowing Base Asset becomes subject to a Lien causing such Borrowing Base Asset to no longer satisfy the definition of Eligible Property, Unencumbered Mortgage Receivable or Unencumbered Cash, as applicable, then the Borrower or the applicable Subsidiary shall cause the Obligations to be secured equally and ratably with all other obligations secured by such Lien, and in any case the Lenders shall have the benefit, to the full extent that and with such priority as, the Lenders may be entitled under Applicable Law, of an equitable Lien on such Borrowing Base Asset as security for the Obligations. The grant of a Lien pursuant to this Section 10.2.(c) shall not be deemed to cure any Default or Event of Default occurring as a result of such Borrowing Base Asset becoming subject to such Lien.

Section 10.3. Restrictions on Intercompany Transfers.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary; other than:

(i)    with respect to clauses (a) through (d), those encumbrances or restrictions contained in (x) any Loan Document, (y) the Existing Credit Agreement or (z) any other agreement (A) evidencing Indebtedness that is not Secured Indebtedness which the Parent, the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in this Agreement;

(ii)    with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business; and

(iii)    with respect to clause (d), those encumbrances or restrictions contained in an agreement (x) evidencing Indebtedness which a Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement and (y) which Indebtedness is secured by a Lien on the assets of such Subsidiary permitted to exist under the Loan Documents, so long as such encumbrances and restrictions apply only to such Subsidiary and such Subsidiary has no material assets other than those encumbered by such Lien.

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Section 10.4. Merger, Consolidation, Sales of Assets and Other Arrangements.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger or consolidation (other than (x) any transaction of merger or consolidation between or among Loan Parties; provided that if the Parent or the Borrower enters into such a transaction of merger, it is the survivor thereof, (y) any transaction of merger or consolidation of a Subsidiary that is not Loan Party into a Loan Party so long as the Loan Party is the survivor thereof and (z) any transaction of merger or consolidation between two or more Subsidiaries that are not Loan Parties); (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; or (d) acquire any assets of, or make an Investment in, any other Person; provided, however, that any of the actions described in the immediately preceding clauses (a) through (d) may be taken with respect to the Borrower, any other Loan Party or any other Subsidiary so long as (x) immediately prior to the taking of such action, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence and (y) if as a result of any such transaction, or series of such actions, the amount of Consolidated Tangible Assets would increase or decrease by 25.0%, then the Requisite Lenders shall have given their prior written consent to such action or series of actions (such consent not to be unreasonably withheld, conditioned or delayed); notwithstanding the foregoing, the Parent and the Borrower may not enter into a transaction of merger pursuant to which such Loan Party is not the survivor of such merger.

Further, no Loan Party nor any Subsidiary, shall enter into any sale-leaseback transactions or other transaction by which such Loan Party or Subsidiary shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person.

Section 10.5. Plans.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, permit any of its respective assets to become or be deemed to be “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder. Neither the Parent nor the Borrower shall cause or permit to occur, and shall not permit any other member of the ERISA Group to cause or permit to occur, any ERISA Event if such ERISA Event could reasonably be expected to have a Material Adverse Effect.

Section 10.6. Fiscal Year.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or other Subsidiary to, change its fiscal year from that in effect as of the Agreement Date.

Section 10.7. Modifications of Organizational Documents and Material Contracts.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, amend, supplement, restate or otherwise modify its certificate or articles of incorporation or formation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification (a) is materially adverse to the interest of the Administrative Agent or the Lenders or (b) could reasonably be expected to have a Material Adverse Effect. Neither the Parent

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nor the Borrower shall, and neither the Parent nor the Borrower shall permit any Subsidiary or other Loan Party to enter into, any amendment or modification to any Material Contract which could reasonably be expected to have a Material Adverse Effect or default in the performance of any obligations of any Loan Party or other Subsidiary in any Material Contract or permit any Material Contract to be canceled or terminated prior to its stated maturity.

Section 10.8. Transactions with Affiliates.

Neither the Parent nor the Borrower shall permit to exist or enter into, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to permit to exist or enter into, any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate, except (a) as set forth on Schedule 7.1.(r), (b) upon fair and reasonable terms which are no less favorable to the Parent, the Borrower, such other Loan Party or such other Subsidiary than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate, (c) transactions between or among Loan Parties, and (d) transactions between or among Subsidiaries that are not Loan Parties.

Section 10.9. Environmental Matters.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party, any other Subsidiary or any other Person to, use, generate, discharge, emit, manufacture, handle, process, store, release, transport, remove, dispose of or clean up any Hazardous Materials on, under or from the Properties in violation of any Environmental Law or in a manner that could reasonably be expected to lead to any environmental claim or pose a material risk to human health, safety or the environment, in each case, if such violation, claim or risk could reasonably be expected to have a Material Adverse Effect. Nothing in this Section shall impose any obligation or liability whatsoever on the Administrative Agent or any Lender.

Section 10.10. Derivatives Contracts.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, enter into or become obligated in respect of Derivatives Contracts other than Derivatives Contracts entered into by the Borrower, any such Loan Party or any such Subsidiary in the ordinary course of business and which establish, or were intended to establish, an effective hedge in respect of liabilities, commitments or assets held or reasonably anticipated by the Borrower, such other Loan Party or such other Subsidiary.

ARTICLE XI. DEFAULT

Section 11.1. Events of Default.

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

(a)    Default in Payment.

(i)    The Borrower shall fail to pay when due under this Agreement or any other Loan Document (whether upon demand, at maturity, by reason of mandatory prepayment or acceleration or otherwise) the principal of any of the Loans; or

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(ii)    The Borrower shall fail to pay when due under this Agreement or any other Loan Document (whether upon demand, at maturity, by reason of acceleration or otherwise) any interest on any of the Loans or any of the other payment Obligations (other than those subject to the immediately preceding clause (i)) owing by the Borrower under this Agreement or any other Loan Document, or any other Loan Party shall fail to pay when due any payment Obligation owing by such other Loan Party under any Loan Document to which it is a party, and in the case of this subsection (a)(ii) only, such failure shall continue for a period of 3 Business Days. For purposes of this subsection (a)(ii) if no due date is specified in this Agreement or in any other Loan Document for an Obligation, then the due date shall be considered to be the 3^rd Business Day following the Borrower’s receipt of notice from the Administrative Agent that such other payment Obligation is due and payable.

(b)    Default in Performance.

(i)    Any Loan Party shall fail to perform or observe any term, covenant, condition or agreement on its part to be performed or observed and contained in Section 8.13., Section 8.14, Article IX. or Article X.; or

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

(c)    Misrepresentations. Any written statement, representation or warranty made or deemed made by or on behalf of any Loan Party under this Agreement or under any other Loan Document, or any amendment hereto or thereto, or in any other writing or statement at any time furnished by, or at the direction of, any Loan Party to the Administrative Agent or any Lender, shall at any time prove to have been incorrect or misleading, in either case, in any material respect when furnished or made or deemed made.

(d)    Indebtedness Cross-Default.

(i)    The Parent, the Borrower, any other Loan Party or any other Subsidiary shall fail to make any payment when due and payable in respect of any Indebtedness (other than the Loans) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness as to which such a failure exists, of (x) $5,000,000 or more in the case of Indebtedness that is not Nonrecourse Indebtedness or (y) $20,000,000 or more in the case of Nonrecourse Indebtedness (collectively, “Material Indebtedness”); or

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

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(iii)    Any other event shall have occurred and be continuing beyond all applicable grace and cure periods, which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (other than a mandatory prepayment resulting from the voluntary sale or condemnation of, or a casualty event with respect to, any Property securing such Material Indebtedness; provided that such sale, condemnation or event does not otherwise cause a Default or Event of Default hereunder and, with respect to any condemnation or casualty event, the Parent, the Borrower or such Subsidiary receives insurance proceeds with respect to such Property in an amount sufficient to repay such Material Indebtedness).

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

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

(g)    Revocation of Loan Documents. Any Loan Party shall (or shall attempt to) disavow, revoke or terminate any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of any Loan Document or any Loan Document shall cease to be in full force and effect (except as a result of the express terms thereof).

(h)    Judgment. A judgment or order for the payment of money or for an injunction or other non-monetary relief shall be entered against the Parent, the Borrower, any other Loan Party, or any other Subsidiary by any court or other tribunal and (i) such judgment or order shall continue for a period of thirty (30) days without being paid, stayed or dismissed through appropriate appellate proceedings and (ii) either (A) the amount of such judgment or order for which insurance has not been acknowledged in writing by the applicable insurance carrier (or the amount as to which the insurer has denied liability) exceeds, individually or together with all other such judgments or orders entered against the Loan Parties, (x) $2,500,000 in the case of Subsidiaries owning or leasing any Borrowing Base Assets or (y)

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$10,000,000 in the case of the Borrower, any other Loan Party, or any other Subsidiary or (B) in the case of an injunction or other non-monetary relief, such injunction or judgment or order could reasonably be expected to have a Material Adverse Effect.

(i)    Attachment. A warrant, writ of attachment, execution or similar process shall be issued against any property of the Borrower, any other Loan Party or any other Subsidiary, which exceeds, individually or together with all other such warrants, writs, executions and processes, (x) $500,000 in the case of Subsidiaries owning or leasing any Borrowing Base Assets or (y) $10,000,000 in the case of the Borrower, any other Loan Party, or any other Subsidiary, and such warrant, writ, execution or process shall not be paid, discharged, vacated, stayed or bonded for a period of twenty (20) days; provided, however, that if a bond has been issued in favor of the claimant or other Person obtaining such warrant, writ, execution or process, the issuer of such bond shall execute a waiver or subordination agreement in form and substance satisfactory to the Administrative Agent pursuant to which the issuer of such bond subordinates its right of reimbursement, contribution or subrogation to the Obligations and waives or subordinates any Lien it may have on the assets of the Parent, the Borrower, any other Loan Party or any other Subsidiary.

(j)    ERISA.

(i)    Any ERISA Event shall have occurred that results or could reasonably be expected to result in liability to any member of the ERISA Group aggregating in excess of $5,000,000; or

(ii)    The “benefit obligation” of all Plans exceeds the “fair market value of plan assets” for such Plans by more than $5,000,000, all as determined, and with such terms defined, in accordance with FASB ASC 715.

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

(l)    Change of Control/Change in Management.

(i)    Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 30% of the total voting power of the then outstanding voting stock of the Parent;

(ii)    During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors of the Parent (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved but excluding any director whose initial nomination for, or assumption of office as, a director occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors) cease for any reason to constitute a majority of the Board of Directors of the Parent then in office;

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(iii)    the Parent shall cease to own and control, directly or indirectly, at least 65% of the outstanding Equity Interests of the Borrower; or

(iv)    the Parent shall cease to be the managing member of the Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower.

(m)    Damage; Strike; Casualty. Any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than thirty (30) consecutive days beyond the coverage period of any applicable business interruption insurance, the cessation or substantial curtailment of revenue producing activities of the Borrower, any other Loan Party, or any other Subsidiary taken as a whole and only if any such event or circumstance could reasonably be expected to have a Material Adverse Effect.

Section 11.2. Remedies Upon Event of Default.

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

(a)    Acceleration; Termination of Facilities.

(i)    Automatic. Upon the occurrence and during the continuance of an Event of Default specified in Sections 11.1.(e) or 11.1.(f), (A) the principal of, and all accrued interest on, the Loans, and the Notes at the time outstanding and (B) all of the other Obligations, including, but not limited to, the other amounts owed to the Lenders and the Administrative Agent under this Agreement, the Notes or any of the other Loan Documents shall become immediately and automatically due and payable without presentment, demand, protest, or other notice of any kind, all of which are expressly waived by the Borrower on behalf of itself and the other Loan Parties.

(ii)    Optional. If any other Event of Default shall exist, the Administrative Agent may, and at the direction of the Requisite Lenders shall declare (A) the principal of, and accrued interest on, the Loans and the Notes at the time outstanding and (B) all of the other Obligations, including, but not limited to, the other amounts owed to the Lenders and the Administrative Agent under this Agreement, the Notes or any of the other Loan Documents to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower on behalf of itself and the other Loan Parties.

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

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

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

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Section 11.3. [Intentionally Omitted].

Section 11.4. Marshaling; Payments Set Aside.

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

Section 11.5. Allocation of Proceeds.

If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 13.4.) under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or thereunder, shall be applied in the following order and priority:

(a)    amounts due to the Administrative Agent and the Lenders in respect of expenses due under Section 13.2. until paid in full, and then Fees;

(b)    payments of interest on all Loans to be paid to the Lenders equally and ratably in accordance with the respective amounts thereof then due and owing;

(c)    payments of principal of all Loans to be paid to the Lenders equally and ratably in accordance with the respective amounts thereof then due and owing to such Persons;

(d)    amounts due to the Administrative Agent and the Lenders pursuant to Sections 12.6. and 13.10.;

(e)    payments of all other Obligations and other amounts due under any of the Loan Documents to be applied for the ratable benefit of the Lenders; and

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

Section 11.6. [Intentionally Omitted].

Section 11.7. Performance by Administrative Agent.

If the Parent, the Borrower or any other Loan Party shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, the Administrative Agent may, after notice to the Borrower and after the expiration of any cure or grace periods set forth herein (if no specific notice and cure or grace period is expressly set forth herein or in any of the other Loan Documents, then 3 Business

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Days after the Borrower receives written notice from the Administrative Agent), perform or attempt to perform such covenant, duty or agreement on behalf of the Parent, the Borrower or such other Loan Party. In such event, the Borrower shall, at the request of the Administrative Agent, promptly pay any amount reasonably expended by the Administrative Agent in such performance or attempted performance to the Administrative Agent, together with interest thereon at the applicable Post-Default Rate from the date of such expenditure until paid. Notwithstanding the foregoing, neither the Administrative Agent nor any Lender shall have any liability or responsibility whatsoever for the performance of any obligation of the Borrower or any other Loan Party under this Agreement or any other Loan Document.

Section 11.8. Rights Cumulative.

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

(b)    Enforcement by Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Article XI. for the benefit of all the Lenders; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) any Lender from exercising setoff rights in accordance with Section 13.4. (subject to the terms of Section 3.3.), or (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (x) the Requisite Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Article XI. and (y) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 3.3., any Lender may, with the consent of the Requisite Lenders, enforce any rights and remedies available to it and as authorized by the Requisite Lenders.

ARTICLE XII. THE ADMINISTRATIVE AGENT

Section 12.1. Appointment and Authorization.

Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other

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than those expressly provided for herein. Without limiting the generality of the foregoing, the use of the terms “Agent”, “Administrative Agent”, “agent” and similar terms in the Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, use of such terms is merely a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Administrative Agent shall deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and other documents delivered to the Administrative Agent pursuant to Article IX. that the Parent and the Borrower are not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Parent, the Borrower, any other Loan Party or any other Affiliate of the Parent, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Section 12.2. Regions as Lender.

Regions, as a Lender, shall have the same rights and powers as a Lender under this Agreement and any other Loan Document, as any other Lender and may exercise the same as though it were not the Administrative Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Regions in each case in its individual capacity. Regions and its Affiliates may each accept deposits from, maintain deposits or credit balances for, invest in, lend money to, act as trustee under indentures of, serve as financial advisor to, and generally engage in any kind of business with the Borrower, any other Loan Party or any other Affiliate thereof as if it were any other bank and without any duty to account therefor to the Lenders. Further, the Administrative Agent and any Affiliate may accept fees and other consideration from the Borrower for services in connection with this Agreement, or otherwise without having to account for the same to the Lenders. The Lenders acknowledge that, the Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Parent, the Borrower or any of their respective Affiliates that is communicated to or obtained by Regions (or any other Person serving as the Administrative Agent) or its Affiliates in any capacity.

Section 12.3. Reserved.

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Section 12.4. Notice of Events of Default.

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

Section 12.5. Administrative Agent’s Reliance.

Notwithstanding any other provisions of this Agreement or any other Loan Documents, each Lender agrees that neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by it under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct in connection with its duties expressly set forth herein or therein as determined by a court of competent jurisdiction in a final non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent may consult with legal counsel (including its own counsel or counsel for the Parent, the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. Each Lender acknowledges that neither the Administrative Agent nor any of its Related Parties: (a) makes any warranty or representation to any Lender or any other Person, or shall be responsible to any Lender or any other Person for any statement, warranty or representation made or deemed made by the Parent, the Borrower, any other Loan Party or any other Person in or in connection with this Agreement or any other Loan Document; (b) shall have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Parent, the Borrower or other Persons, or to inspect the property, books or records of the Parent, the Borrower or any other Person; (c) shall be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (e) shall incur any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone, telecopy or electronic mail) believed by it to be genuine and signed, sent or given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment.

Section 12.6. Indemnification of Administrative Agent.

Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender’s respective Pro Rata Share (determined as of the time that the applicable unreimbursed expense

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

Section 12.7. Lender Credit Decision, Etc.

Each of the Lenders expressly acknowledges and agrees that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to such Lender and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Parent, the Borrower, any other Loan Party or any other Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each of the Lenders acknowledges that it has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby, independently and without reliance upon the Administrative Agent, any other Lender or counsel to the Administrative Agent, or any of their respective Related Parties, and based on the financial statements of the Parent, the Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of the Parent, the Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate. Each of the Lenders also acknowledges that it will, independently and without reliance upon the Administrative Agent, any other Lender or counsel to the Administrative Agent or any of their respective Related Parties, and based on such review, advice, documents and information as it shall deem appropriate at the time,

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continue to make its own decisions in taking or not taking action under the Loan Documents. The Administrative Agent shall not be required to keep itself informed as to the performance or observance by the Parent, the Borrower or any other Loan Party of the Loan Documents or any other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, the Parent, the Borrower, any other Loan Party or any other Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent under this Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Parent, the Borrower, any other Loan Party or any other Affiliate thereof which may come into possession of the Administrative Agent or any of its Related Parties. Each of the Lenders acknowledges that the Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent and is not acting as counsel to any Lender.

Section 12.8. Successor Administrative Agent.

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

ARTICLE XIII. MISCELLANEOUS

Section 13.1. Notices.

Unless otherwise provided herein (including without limitation as provided in Section 9.5.), communications provided for hereunder shall be in writing and shall be mailed, telecopied, or delivered as follows:

If to the Borrower:

Broadstone Net Lease, LLC

530 Clinton Square

Rochester, New York 14604

Attn: Chief Financial Officer

Telecopy Number:      (585) 760-8378

Telephone Number:    (585) 287-6500

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If to the Administrative Agent:

Regions Bank

3050 Peachtree Road, NW

Suite 400

Atlanta, Georgia 30305

Attn: Paul Burgan

Telecopier:    (404) 995-7648

Telephone:    (404) 279-7475

If to any other Lender:

To such Lender’s address or telecopy number as set forth in the applicable Administrative Questionnaire

or, as to each party at such other address as shall be designated by such party in a written notice to the other parties delivered in compliance with this Section; provided, a Lender shall only be required to give notice of any such other address to the Administrative Agent and the Borrower. All such notices and other communications shall be effective (i) if mailed, upon the first to occur of receipt or the expiration of three (3) days after the deposit in the United States Postal Service mail, postage prepaid and addressed to the address of the Borrower or the Administrative Agent, and Lenders at the addresses specified; (ii) if telecopied, when transmitted; (iii) if hand delivered or sent by overnight courier, when delivered; or (iv) if delivered in accordance with Section 9.5. to the extent applicable; provided, however, that, in the case of the immediately preceding clauses (i), (ii) and (iii), non-receipt of any communication as of the result of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication. Notwithstanding the immediately preceding sentence, all notices or communications to the Administrative Agent or any Lender under Article II. shall be effective only when actually received. None of the Administrative Agent or any Lender shall incur any liability to any Loan Party (nor shall the Administrative Agent incur any liability to the Lenders) for acting upon any telephonic notice referred to in this Agreement which the Administrative Agent or such Lender, as the case may be, believes in good faith to have been given by a Person authorized to deliver such notice or for otherwise acting in good faith hereunder. Failure of a Person designated to get a copy of a notice to receive such copy shall not affect the validity of notice properly given to another Person.

Section 13.2. Expenses.

The Borrower agrees (a) to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of, and any amendment, supplement or modification to, any of the Loan Documents (including due diligence expense and reasonable travel expenses related to closing), and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to the Administrative Agent and all costs and expenses of the Administrative Agent in connection with the use of IntraLinks, SyndTrak, Debt Domain or other similar information transmission systems in connection with the Loan Documents, (b) to pay or reimburse all out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this

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Section, and the other Loan Documents including, without limitation, each Note, or in connection with the Loans made issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, (c) to pay, and indemnify and hold harmless the Administrative Agent and the Lenders from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of any of the Loan Documents, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Loan Document and (d) to the extent not already covered by any of the preceding subsections, to pay or reimburse the fees and disbursements of counsel to the Administrative Agent and any Lender incurred in connection with the representation of the Administrative Agent or such Lender in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Sections 11.1.(e) or 11.1.(f), including, without limitation (i) any motion for relief from any stay or similar order, (ii) the negotiation, preparation, execution and delivery of any document relating to the Obligations and (iii) the negotiation and preparation of any debtor-in-possession financing or any plan of reorganization of the Parent, the Borrower or any other Loan Party, whether proposed by the Parent, the Borrower, such Loan Party, the Lenders or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceeding. If the Borrower shall fail to pay any amounts required to be paid by it pursuant to this Section, the Administrative Agent and/or the Lenders may pay such amounts on behalf of the Borrower and such amounts shall be deemed to be Obligations owing hereunder.

Section 13.3. Stamp, Intangible and Recording Taxes.

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

Section 13.4. Setoff.

Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the Administrative Agent or any Lender, and each Participant, at any time or from time to time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender, an Affiliate of a Lender, or a Participant, subject to receipt of the prior written consent of the Administrative Agent exercised in its reasonable discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender, any Affiliate of the Administrative Agent or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the

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provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Section 13.5. Litigation; Jurisdiction; Other Matters; Waivers.

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

(b)    THE PARENT, THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE ADMINISTRATIVE AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE ADMINISTRATIVE AGENT OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

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

Section 13.6. Successors and Assigns.

(a)    Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that none of the Parent, the Borrower or any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of the immediately following subsection (b), (ii) by way of participation in accordance with the provisions of the immediately following subsection (d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of the immediately following subsection (f) (and, subject to the last sentence of the immediately following subsection (b), any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in the immediately following subsection (d) and, to the extent expressly contemplated hereby, the Related Parties of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)    Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)    Minimum Amounts.

(A)    in the case of an assignment of the entire remaining amount of an assigning Lender’s Loan at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)    in any case not described in the immediately preceding subsection (A), the aggregate amount of the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment, (in each case, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1,000,000 unless each of the Administrative Agent and, so long as no Default or Event of Default shall exist, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that if, after giving effect to such assignment, the outstanding principal balance of the Loan of such assigning Lender, as applicable, would be less than $1,000,000 then such assigning Lender shall assign the entire amount of its Loan at the time owing to it.

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(ii)    Proportionate Amounts. Each partial assignment of a Lender shall be made as an assignment of a proportionate part of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Term Loan assigned.

(iii)    Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (b) and, in addition:

(A)    the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) a Default or Event of Default shall exist at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof; and

(B)    the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund.

(iv)    Assignment and Acceptance; Notes. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 for each assignment, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. If requested by the transferor Lender or the Assignee, upon the consummation of any assignment, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes, are issued to the Assignee and such transferor Lender, as appropriate.

(v)    No Assignment to Borrower. No such assignment shall be made to the Parent, the Borrower or any of the Parents or the Borrower’s respective Affiliates or Subsidiaries.

(vi)    No Assignment to Natural Persons. No such assignment shall be made to a natural person.

(vii)    Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon). Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to the immediately following subsection (c), from and after the effective date specified in each Assignment and Acceptance,

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the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4., 13.2. and 13.10. and the other provisions of this Agreement and the other Loan Documents as provided in Section 13.11. with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with the immediately following subsection (d).

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

(d)    Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Loan owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to (w) decrease the amount of such Lender’s Loan, (x) extend the date fixed for the payment of principal on the Loan or portions thereof owing to such Lender (except as otherwise contemplated under Section 2.9.), (y) reduce the rate at which interest is payable thereon or (z) release any Guarantor from its Obligations under the Guaranty. Subject to the immediately following subsection (e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.10., 5.1., 5.4. to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 13.4. as though it were a Lender, provided such Participant agrees to be subject to Section 3.3. as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of

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credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)    Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 3.10. and 5.1. than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.10. unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower and the Administrative Agent, to comply with Section 3.10.(c) as though it were a Lender.

(f)    Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g)    No Registration. Each Lender agrees that, without the prior written consent of the Borrower and the Administrative Agent, it will not make any assignment hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan or Note under the Securities Act or any other securities laws of the United States of America or of any other jurisdiction.

Section 13.7. Amendments and Waivers.

(a)    Generally. Except as otherwise expressly provided in this Agreement, (i) any consent or approval required or permitted by this Agreement or any other Loan Document to be given by the Lenders may be given, (ii) any term of this Agreement or of any other Loan Document may be amended, (iii) the performance or observance by the Borrower, any other Loan Party or any other Subsidiary of any terms of this Agreement or such other Loan Document may be waived, and (iv) the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Requisite Lenders (or the Administrative Agent at the written direction of the Requisite Lenders), and, in the case of an amendment to any Loan Document, the written consent of each Loan Party which is party thereto.

(b)    Consent of Lenders Directly Affected. In addition to the foregoing requirements, no amendment, waiver or consent shall, unless in writing, and signed by each Lender directly affected thereby (or the Administrative Agent at the written direction of each such Lender), do any of the following:

(i)    decrease the principal amount of the Loans or subject the Lenders to any additional obligations;

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

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

(iv)    modify the definition of “Term Loan Maturity Date” (except in accordance with Section 2.12.), or otherwise postpone any date fixed for any payment of principal of, or interest on, any Loans or for the payment of Fees or any other Obligations; or

(v)    amend or otherwise modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2.;

(vi)    release any Guarantor from its obligations under the Guaranty except as contemplated by Section 8.12.;

(vii)    amend or otherwise modify the definition of the terms “Requisite Lenders”, or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof;

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

(ix)    waive a Default or Event of Default under Section 11.1.(a).

(c)    Amendment of Administrative Agent’s Duties, Etc. No amendment, waiver or consent unless in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon and any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose set forth therein. No course of dealing or delay or omission on the part of the Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Any Event of Default occurring hereunder shall continue to exist until such time as such Event of Default is waived in writing in accordance with the terms of this Section (such waiver not to be unreasonably withheld, conditioned or delayed), notwithstanding any attempted cure or other action by the Parent, the Borrower, any other Loan Party or any other Person subsequent to the occurrence of such Event of Default. Except as otherwise explicitly provided for herein or in any other Loan Document, no notice to or demand upon the Parent or the Borrower shall entitle the Parent or the Borrower to other or further notice or demand in similar or other circumstances.

(d)    Replacement of Dissenting Lender. If a Lender does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document which, pursuant to Section 13.7.(c), requires the vote of such Lender, and all of the other Lenders shall have voted in favor of such amendment, modification or waiver, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Loan to an Eligible Assignee subject to and in accordance with the provisions of Section 13.6.(b) for a purchase price equal to (x) the aggregate principal balance of the Loan then owing to the Affected Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee. Each of the Administrative Agent and the Affected Lender

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shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to this Agreement with respect to any period up to the date of replacement.

Section 13.8. Nonliability of Administrative Agent and Lenders.

The relationship between the Borrower, on the one hand, and the Lenders and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent or any Lender shall have any fiduciary responsibilities to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent or any Lender to any Lender, the Parent, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent or any Lender undertakes any responsibility to the Parent or the Borrower to review or inform the Parent or the Borrower of any matter in connection with any phase of the Parent’s or the Borrower’s business or operations.

Section 13.9. Confidentiality.

Except as otherwise provided by Applicable Law, the Administrative Agent and each Lender shall maintain the confidentiality of all Information (as defined below) in accordance with its customary procedure for handling confidential information of this nature and in accordance with safe and sound banking practices but in any event may make disclosure: (a) to its Affiliates and to its and its Affiliates’ respective Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any actual or proposed assignee, Participant or other transferee in connection with a potential transfer of any Loan or participation therein or any Loan as permitted hereunder, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations; (c) as required or requested by any Governmental Authority or representative thereof or pursuant to legal process or in connection with any legal proceedings, or as otherwise required by Applicable Law; (d) to the Administrative Agent’s or such Lender’s independent auditors and other professional advisors (provided they shall be notified of the confidential nature of the information); (e) in connection with the exercise of any remedies under any Loan Document or any action or proceeding relating to any Loan Document or the enforcement of rights hereunder or thereunder; (f) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section actually known by the Administrative Agent or such Lender to be a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender or any Affiliate of the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Parent or the Borrower or any Affiliate of the Parent or the Borrower; (g) to the extent requested by, or required to be disclosed to, any nationally recognized rating agency or regulatory or similar authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners) having or purporting to have jurisdiction over it; (h) to bank trade publications, such information to consist of deal terms and other information customarily found in such publications; (i) to any other party hereto; and (j) with the consent of the Parent or the Borrower. Notwithstanding the foregoing, the Administrative Agent and each Lender may disclose any such confidential information, without notice to the Parent, the Borrower or any other Loan Party, to Governmental Authorities in connection with any regulatory examination of the

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Administrative Agent or such Lender or in accordance with the regulatory compliance policy of the Administrative Agent or such Lender. As used in this Section, the term “Information” means all information received from the Parent, the Borrower, any other Loan Party, any other Subsidiary or Affiliate relating to any Loan Party or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender on a nonconfidential basis prior to disclosure by the Parent, the Borrower, any other Loan Party, any other Subsidiary or any Affiliate, provided that, in the case of any such information received from the Parent, the Borrower, any other Loan Party, any other Subsidiary or any Affiliate after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 13.10. Indemnification.

(a)    The Borrower shall and hereby agrees to indemnify, defend and hold harmless the Administrative Agent, the Lenders, all of the Affiliates of each of the Administrative Agent or any of the Lenders, and their respective Related Parties (each referred to herein as an “Indemnified Party”) from and against any and all of the following (collectively, the “Indemnified Costs”): losses, costs, claims, penalties, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith, but excluding Indemnified Costs indemnification in respect of which is specifically covered by Section 3.10. or 5.1. or expressly excluded from the coverage of such Sections) incurred by an Indemnified Party in connection with, arising out of, or by reason of, any suit, cause of action, claim, arbitration, investigation or settlement, consent decree or other proceeding (the foregoing referred to herein as an “Indemnity Proceeding”) which is in any way related directly or indirectly to: (i) this Agreement or any other Loan Document or the transactions contemplated thereby; (ii) the making of any Loans hereunder; (iii) any actual or proposed use by the Borrower of the proceeds of the Loans; (iv) the Administrative Agent’s or any Lender’s entering into this Agreement; (v) the fact that the Administrative Agent and the Lenders have established the credit facility evidenced hereby in favor of the Borrower; (vi) the fact that the Administrative Agent and the Lenders are creditors of the Borrower and have or are alleged to have information regarding the financial condition, strategic plans or business operations of the Parent, the Borrower and their respective Subsidiaries; (vii) the fact that the Administrative Agent and the Lenders are material creditors of the Borrower and are alleged to influence directly or indirectly the business decisions or affairs of the Parent, the Borrower and their respective Subsidiaries or their financial condition; (viii) the exercise of any right or remedy the Administrative Agent or the Lenders may have under this Agreement or the other Loan Documents; (ix) any civil penalty or fine assessed by the OFAC against, and all costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender as a result of conduct of the Parent, the Borrower, any other Loan Party or any other Subsidiary that violates a sanction administered or enforced by the OFAC; or (x) any violation or non-compliance by the Borrower or any Subsidiary of any Applicable Law (including any Environmental Law) including, but not limited to, any Indemnity Proceeding commenced by (A) the Internal Revenue Service or state taxing authority or (B) any Governmental Authority or other Person under any Environmental Law, including any Indemnity Proceeding commenced by a Governmental Authority or other Person seeking remedial or other action to cause the Parent, the Borrower or their respective Subsidiaries (or their respective properties) (or the Administrative Agent and/or the Lenders as successors to the Parent or the Borrower) to be in compliance with such Environmental Laws; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any acts or omissions of such Indemnified Party in connection with matters described in this subsection to the extent arising from the gross negligence or willful misconduct of such Indemnified Party, as determined by a court of competent jurisdiction in a final, non-appealable judgment.

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(b)    The Borrower’s indemnification obligations under this Section shall apply to all Indemnity Proceedings arising out of, or related to, the foregoing whether or not an Indemnified Party is a named party in such Indemnity Proceeding. In this connection, this indemnification shall cover all Indemnified Costs of any Indemnified Party in connection with any deposition of any Indemnified Party or compliance with any subpoena (including any subpoena requesting the production of documents). This indemnification shall, among other things, apply to any Indemnity Proceeding commenced by other creditors of the Parent, the Borrower or any of their respective Subsidiaries, any Loan Party, any shareholder of the Parent, the Borrower or any of their respective Subsidiaries (whether such shareholder(s) are prosecuting such Indemnity Proceeding in their individual capacity or derivatively on behalf of the Borrower), any account debtor of the Borrower or any Subsidiary or by any Governmental Authority.

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

(d)    All out-of-pocket fees and expenses of, and all amounts paid to third-persons by, an Indemnified Party shall be advanced by the Borrower at the request of such Indemnified Party notwithstanding any claim or assertion by the Borrower that such Indemnified Party is not entitled to indemnification hereunder upon receipt of an undertaking by such Indemnified Party that such Indemnified Party will reimburse the Borrower if it is actually and finally determined by a court of competent jurisdiction that such Indemnified Party is not so entitled to indemnification hereunder; provided, however, that in connection with any enforcement action in which the Borrower is responsible for the fees and disbursements of counsel, Borrower shall only be required to pay the expenses of one counsel for the Administrative Agent and, to the extent the Lenders reasonably determine that joint representation is not appropriate under the circumstances, one separate counsel to the Lenders (in addition to any local or special counsel).

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

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

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

Section 13.11. Termination; Survival.

This Agreement shall terminate at such time as all Loans and other Obligations (other than obligations which survive as provided in the following sentence) have been paid and satisfied in full. The indemnities to which the Administrative Agent and the Lenders are entitled under the provisions of Sections 3.10., 5.1., 5.4., 12.6., 13.2. and 13.10. and any other provision of this Agreement and the other Loan Documents, and the provisions of Section 13.5., shall continue in full force and effect and shall protect the Administrative Agent and the Lenders (i) notwithstanding any termination of this Agreement, or of the other Loan Documents, against events arising after such termination as well as before and (ii) at all times after any such party ceases to be a party to this Agreement with respect to all matters and events existing on or prior to the date such party ceased to be a party to this Agreement.

Section 13.12. Severability of Provisions.

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

Section 13.13. GOVERNING LAW.

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

Section 13.14. Counterparts.

To facilitate execution, this Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient or required (which may be effectively delivered by facsimile, in portable document format (“PDF”) or other similar electronic means). It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto.

Section 13.15. Obligations with Respect to Loan Parties and Subsidiaries.

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

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Section 13.16. Independence of Covenants.

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

Section 13.17. Limitation of Liability.

None of the Administrative Agent, any Lender, or any of their respective Related Parties shall have any liability with respect to, and each of the Parent and the Borrower hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, consequential or punitive damages suffered or incurred by the Parent or the Borrower in connection with, arising out of, or in any way related to, this Agreement, or any of the other Loan Documents, or any of the transactions contemplated by this Agreement or any of the other Loan Documents. The Borrower hereby waives, releases, and agrees not to sue the Administrative Agent or any Lender or any of the Administrative Agent’s or any Lender’s Affiliates, officers, directors, employees, attorneys, or agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Agreement, any of the other Loan Documents, or any of the transactions contemplated by this Agreement or financed hereby.

Section 13.18. Entire Agreement.

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

Section 13.19. Construction.

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

Section 13.20. Headings.

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

Section 13.21. Existing Credit Agreement.

To the extent any provision of this Agreement violates the terms of Section 10.3 of the Existing Credit Agreement as in effect on the date hereof, such provision shall not be effective solely to the extent necessary to avoid such violation so long as the Existing Credit Agreement remains effective.

[Signatures on Following Pages]

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IN WITNESS WHEREOF, the parties hereto have caused this Term Loan Agreement to be executed by their authorized officers all as of the day and year first above written.

BROADSTONE NET LEASE, LLC, a New York limited liability company
By:	Broadstone Net Lease, Inc.,
	a Maryland corporation,
	Managing Member
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	Chief Financial Officer
BROADSTONE NET LEASE, INC., a Maryland corporation
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	Chief Financial Officer

[Signatures Continued on Next Page]

[Signature Page to Term Loan Agreement with Broadstone Net Lease, LLC]

REGIONS BANK, as Administrative Agent and as a Lender
By:	/s/ Paul E. Burgan
	Name:	Paul E. Burgan
	Title:	Vice President

SCHEDULE I

Term Loan Commitments

Lender	Term Loan Commitment Amount
Regions Bank	$	50,00,000
Total:	$	50,00,000

EX-10.13

EXHIBIT 10.13

FIRST AMENDMENT TO TERM LOAN AGREEMENT

THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of October 11, 2013, by and among BROADSTONE NET LEASE, LLC, a limited liability company organized under the laws of the State of New York (the “Borrower”), BROADSTONE NET LEASE, INC., a corporation organized under the laws of the State of Maryland (the “Parent”), each of the existing Lenders party hereto (the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), RBS CITIZENS, N.A. (“RBS”), BANK OF MONTREAL (“BMO”; together with Wells Fargo and RBS, the “New Lenders”), and REGIONS BANK, an Alabama state banking corporation, as Administrative Agent (together with its successors and assigns, the “Administrative Agent”).

WHEREAS, the Borrower, Parent, the financial institutions from time to time party thereto (the “Lenders”), and the Administrative Agent have entered into that certain Term Loan Agreement dated as of May 24, 2013 (as in effect immediately prior to the effectiveness of this Amendment, the “Term Loan Agreement”), and desire to amend certain provisions of the Term Loan Agreement on the terms and conditions contained herein;

WHEREAS, pursuant to Section 2.14. of the Term Loan Agreement, the Borrower has requested that the aggregate amount of the Loans be increased; and

WHEREAS, each New Lender desires to become a “Lender” under the Term Loan Agreement in connection with such increase in the Loans.

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

Section 1. Specific Amendments to Term Loan Agreement. The parties hereto agree that the Term Loan Agreement is amended as follows:

(a)    The Term Loan Agreement is amended by deleting “$50,000,000” from the second paragraph of the preamble to the Term Loan Agreement and replacing it with “$150,000,000”.

(b)    The Term Loan Agreement is amended by adding the following definitions to Section 1.1. thereof in the appropriate alphabetical location:

“First Amendment” means that certain First Amendment dated as October 11, 2013, by and among Borrower, Parent, each of the Lenders party thereto, and Administrative Agent.

“First Amendment Effective Date” means October 11, 2013.

(c)    The Term Loan Agreement is amended by restating the first paragraph of the definition of “Borrowing Base”, the definition of “Existing Credit Agreement”, and the definition of “Term Loan Maturity Date” set forth in Section 1.1. in their entirety as follows:

“Borrowing Base” means, at any time of determination, 60.0% of the sum of (i) the aggregate amount of the Unencumbered Eligible Property Values for all Borrowing

Base Properties at such time plus (ii) the amount of Unencumbered Mortgage Receivables plus (iii) the amount of Unencumbered Cash; provided, however, that:

“Existing Credit Agreement” means that certain Credit Agreement dated as of October 2, 2012 by and among the Parent, the Borrower, the financial institutions party thereto, Manufacturers and Traders Trust Company, as the administrative agent, and the other parties thereto, as the same may be amended, extended, supplemented, restated, refinanced or replaced in writing from time to time, so long as it contains restrictions on encumbering assets and other material actions of the Loan Parties that are no less restrictive than those restrictions contained in the Loan Documents.

“Term Loan Maturity Date” means October 10, 2016, or such later date to which the Term Loan Maturity Date may be extended pursuant to Section 2.12.

(d)    The Term Loan Agreement is amended by deleting the definition of “Borrowing Base Amendment” from Section 1.1. in its entirety.

(e)    The Term Loan Agreement is amended by deleting each reference to “Effective Date” from Section 2.14. and replacing it with “First Amendment Effective Date”.

(f)    The Term Loan Agreement is amended by deleting the reference to “2” from the first sentence of Section 2.14. and replacing it with “3”.

(g)    The Term Loan Agreement is amended by deleting the reference to “$100,000,000” from the first sentence of Section 2.14. and replacing it with “$250,000,000”.

(h)    The Term Loan Agreement is amended by deleting the reference to “50” from Section 4.2.(d) and replacing it with “100”.

(i)    The Term Loan Agreement is amended by deleting the reference to “$200,000,000” from Section 4.2.(d) and replacing it with “250,000,000”.

(j)    The Term Loan Agreement is amended by restating Section 10.1.(a) to read as follows:

(a)    Leverage Ratio. The Parent shall not permit the ratio of (i) Total Outstanding Indebtedness of the Parent and its Subsidiaries to (ii) Total Market Value, to exceed 0.60 to 1.00 at any time.

(k)    The Term Loan Agreement is amended by restating Section 10.1.(g) to read as follows:

(g)    Ratio of Total Unsecured Indebtedness to Total Unencumbered Eligible Property Value. The Parent shall not permit the ratio of (i) Total Unsecured Indebtedness of the Parent and its Subsidiaries to (ii) Total Unencumbered Eligible Property Value to exceed 0.60 to 1.00 at any time.

(l)    The Term Loan Agreement is amended by restating Section 10.1.(j) to read as follows:

(j)    Total Unencumbered Eligible Property Value. The Parent shall not, and shall not permit Total Unencumbered Eligible Property Value to be less than $250,000,000 at any time.

(m)    The Term Loan Agreement is amended by restating Section 10.1.(k) to read as follows:

(k)    Eligible Properties. The Parent shall not permit the number of Eligible Properties to be less than 100 at any time.

Section 2.     Joinder; Additional Loans. Each New Lender acknowledges and agrees that upon the effectiveness of this Amendment it shall be a Lender under the Term Loan Agreement having an obligation to make a Term Loan to the Borrower in the amount set forth for such New Lender on Schedule I as such New Lender’s “Incremental Loan Commitment Amount” and shall have all of the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents with respect to such New Lender’s Term Loan.

Section 3.    Titles. Each of the parties hereto acknowledges and agrees that Wells Fargo Bank, National Association, shall have the title of “Syndication Agent” and Bank of Montreal shall have the title of “Documentation Agent”.

Section 4.     Conditions Precedent. The effectiveness of this Amendment, including without limitation, the obligation of the New Lenders to make their respective Term Loans under Section 2 above, is subject to receipt by the Administrative Agent of each of the following, each in form and substance satisfactory to the Administrative Agent:

(a)    A counterpart of this Amendment duly executed by the Borrower, the Parent, the Administrative Agent, all of the Lenders, and each New Lender;

(b)    Term Notes executed by the Borrower, payable to each New Lender (other than any New Lender that has notified the Administrative Agent that it does not wish to receive a Term Note) in the amount of such New Lender’s Incremental Loan Amount set forth on Schedule I hereto;

(c)    Copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of (i) all partnership or other necessary action taken by the Borrower to authorize the effectiveness of this Amendment and the new Term Loans, and (ii) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of the new Term Loans;

(d)    an opinion of Tones Vaisey, PLLC, counsel to the Borrower and the other Loan Parties, addressed to the Administrative Agent and the Lenders and covering such matters as the Administrative Agent may reasonably request;

(e)    A Guarantor Acknowledgement substantially in the form of Exhibit A attached hereto, executed by each Guarantor;

(f)    Evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders or New Lenders in connection with this Amendment have been paid; and

(g)    Such other documents, instruments and agreements as the Administrative Agent may reasonably request.

Section 5. Representations. The Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a)    Authorization. Each of the Borrower and Parent has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit under this Amendment and the Term Loan Agreement as amended by this Amendment. The Parent, the Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment, to perform this Amendment, the Term Loan Agreement as amended by this Amendment and each of the other Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. This Amendment has been duly executed and delivered by the duly authorized officers of each Loan Party a party hereto and this Amendment, the Term Loan Agreement as amended by this Amendment and each of the other Loan Documents to which any of the Loan Parties are party, is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.

(b)    Compliance with Laws, etc. The execution and delivery of this Amendment and performance of this Amendment and the Term Loan Agreement as amended by this Amendment by any Loan Party a party hereto in accordance with their respective terms and the borrowings and other extensions of credit hereunder and thereunder do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to the Parent, the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of any Loan Party, or any material indenture, agreement or other instrument to which the Parent, the Borrower or any other Loan Party is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party other than in favor of the Administrative Agent for its benefit and the benefit of the Lenders.

(c)    No Default. No Default or Event of Default has occurred and is continuing as of the date hereof or will exist immediately after giving effect to this Amendment or the making of the new Term Loans by the New Lenders.

(d)    Representations. The representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the date hereof except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Term Loan Agreement.

Section 6. Certain References. Each reference to the Term Loan Agreement in any of the Loan Documents shall be deemed to be a reference to the Term Loan Agreement as amended by this Amendment.

Section 7. Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable, documented out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

Section 8. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 10. Effect. Except as expressly herein amended, the terms and conditions of the Term Loan Agreement and the other Loan Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only from the date as of which this Amendment is dated.

Section 11. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

Section 12. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Term Loan Agreement as amended by this Amendment.

[Signatures on Next Page]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Term Loan Agreement to be executed as of the date first above written.

BROADSTONE NET LEASE, LLC, a New York limited liability company
By:	Broadstone Net Lease, Inc.,
	a Maryland corporation,
	Managing Member
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	Chief Financial Officer
BROADSTONE NET LEASE, INC., a Maryland corporation
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	Chief Financial Officer

[Signatures Continue on Next Page]

[Signature Page to First Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

REGIONS BANK, as Administrative Agent and as a Lender
By:	/s/ Paul E. Burgan
	Name:	Paul E. Burgan
	Title:	Vice President

[Signatures Continue on Next Page]

[Signature Page to First Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Andrew W. Hussion
	Name:	Andrew W. Hussion
	Title:	Vice President

[Signature Page to First Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

BANK OF MONTREAL, as a Lender
By:	/s/ Aaron Lanski
	Name:	Aaron Lanski
	Title:	Managing Director

[Signature Page to First Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

RBS CITIZENS, N.A., as a Lender
By:	/s/ Donald Woods
	Name:	Donald Woods
	Title:	Senior Vice President

SCHEDULE I

Commitments

New Lenders	Incremental Loan Commitment Amount
Wells Fargo Bank, National Association	$	50,000,000
Bank of Montreal	$	35,000,000
RBS Citizens, N.A.	$	15,000,000
TOTAL	$	100,000,000

EXHIBIT A

FORM OF GUARANTOR ACKNOWLEDGEMENT

THIS GUARANTOR ACKNOWLEDGEMENT dated as of October [    ], 2013 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of REGIONS BANK, as Administrative Agent the “Administrative Agent”) and each “Lender” a party to the Term Loan Agreement referred to below (the “Lenders”).

WHEREAS, Broadstone Net Lease, LLC, a limited liability company organized under the laws of the State of New York (the “Borrower”), Broadstone Net Lease, Inc., a corporation organized under the laws of the State of Maryland (the “Parent”), the Lenders, the Administrative Agent and certain other parties have entered into that certain Term Loan Agreement dated as of May 24, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”);

WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of May 24, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrower’s obligations under the Term Loan Agreement on the terms and conditions contained in the Guaranty;

WHEREAS, the Borrower, the Parent, the Administrative Agent and the Lenders are to enter into a First Amendment to Term Loan Agreement dated as of the date hereof (the “Amendment”), to amend the terms of the Term Loan Agreement on the terms and conditions contained therein; and

WHEREAS, it is a condition precedent to the effectiveness of the Amendment that the Guarantors execute and deliver this Acknowledgement.

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

Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Guaranty, acknowledges and agrees that each of the new Term Loans made by the Lenders in connection with the Amendment constitute “Obligations” under the Term Loan Agreement and a continuing obligation of each Guarantor under the Guaranty, and agrees that the transactions contemplated by the Amendment shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder.

Section 2. Governing Law. THIS ACKNOWLEDGEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 3. Counterparts. This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

[Signatures on Next Page]

IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.

BROADSTONE NET LEASE, INC.
By:
	Name:
	Title:

[Signatures Continued on Next Page]

[Signature Page to Broadstone Guarantor Acknowledgement-continued]

BROADSTONE 2020EX TEXAS, LLC,

a New York limited liability company

BROADSTONE AI MICHIGAN, LLC,

a New York limited liability company

BROADSTONE APLB BRUNSWICK, LLC,

a New York limited liability company

BROADSTONE APLB MINNESOTA, LLC,

a New York limited liability company

BROADSTONE APLB SARASOTA, LLC,

a New York limited liability company

BROADSTONE APLB VIRGINIA, LLC,

a New York limited liability company

BROADSTONE ASDCW TEXAS, LLC,

a New York limited liability company

BROADSTONE AUGUST FAMILY UPREIT OH PA, LLC,

a New York limited liability company

BROADSTONE BFW MINNESOTA, LLC,

a New York limited liability company

BROADSTONE BK EMPORIA, LLC,

a New York limited liability company

BROADSTONE BK VIRGINIA, LLC,

a New York limited liability company

BROADSTONE BNR ARIZONA, LLC,

a New York limited liability company

BROADSTONE BPC OHIO, LLC,

a New York limited liability company

BROADSTONE CABLE, LLC,

a New York limited liability company

By: Broadstone Net Lease, LLC,

a New York limited liability company,

its sole member

By: Broadstone Net Lease, Inc.

a Maryland corporation,

its managing member

By:

Name:

Title:

[Signatures Continued on Next Page]

[Signature Page to Broadstone Guarantor Acknowledgement-continued]

BROADSTONE CFW TEXAS, LLC,

a New York limited liability company

BROADSTONE DQ VIRGINIA, LLC,

a New York limited liability company

BROADSTONE EA OHIO, LLC,

a New York limited liability company

BROADSTONE EO BIRMINGHAM I, LLC,

a New York limited liability company

BROADSTONE EO BIRMINGHAM II, LLC,

a New York limited liability company

BROADSTONE EWD ILLINOIS, LLC,

a New York limited liability company

BROADSTONE FDT WISCONSIN, LLC,

a New York limited liability company

BROADSTONE FILTER, LLC,

a New York limited liability company

BROADSTONE FMFP TEXAS B2, LLC,

a New York limited liability company

BROADSTONE FMFP TEXAS B3, LLC,

a New York limited liability company

BROADSTONE GCSC FLORIDA, LLC,

a New York limited liability company

BROADSTONE JLC MISSOURI, LLC,

a New York limited liability company

BROADSTONE KFC CHICAGO, LLC,

a New York limited liability company

BROADSTONE LGC NORTHEAST, LLC,

a New York limited liability company

BROADSTONE MCW WISCONSIN, LLC,

a New York limited liability company

BROADSTONE MD OKLAHOMA, LLC,

a New York limited liability company

BROADSTONE MED FLORIDA, LLC,

a New York limited liability company

By: Broadstone Net Lease, LLC,

a New York limited liability company,

its sole member

By: Broadstone Net Lease, Inc.

a Maryland corporation,

its managing member

By:

Name:

Title:

[Signatures Continued on Next Page]

[Signature Page to Broadstone Guarantor Acknowledgement-continued]

BROADSTONE NDC FAYETTEVILLE, LLC,

a New York limited liability company

BROADSTONE NI NORTH CAROLINA, LLC,

a New York limited liability company

BROADSTONE PCSC TEXAS, LLC,

a New York limited liability company

BROADSTONE PJ RLY, LLC,

a New York limited liability company

BROADSTONE PY CINCINNATI, LLC,

a New York limited liability company

BROADSTONE RM MISSOURI, LLC,

a New York limited liability company

BROADSTONE ROLLER, LLC,

a New York limited liability company

BROADSTONE SEC NORTH CAROLINA, LLC,

a New York limited liability company

BROADSTONE SOE RALEIGH, LLC,

a New York limited liability company

BROADSTONE TA TENNESSEE, LLC,

a New York limited liability company

BROADSTONE TB JACKSONVILLE, LLC,

a New York limited liability company

BROADSTONE TB SOUTHEAST, LLC,

a New York limited liability company

BROADSTONE TB TN, LLC,

a Delaware limited liability company

BROADSTONE TR FLORIDA, LLC,

a New York limited liability company

By: Broadstone Net Lease, LLC,

a New York limited liability company,

its sole member

By: Broadstone Net Lease, Inc.

a Maryland corporation,

its managing member

By:

Name:

Title:

[Signatures Continued on Next Page]

[Signature Page to Broadstone Guarantor Acknowledgement-continued]

BROADSTONE TSGA KENTUCKY, LLC,

a New York limited liability company

BROADSTONE WI ALABAMA, LLC,

a New York limited liability company

BROADSTONE WI APPALACHIA, LLC,

a New York limited liability company

BROADSTONE WI EAST, LLC,

a New York limited liability company

GRC LI TX, LLC,

a Delaware limited liability company

TB TAMPA REAL ESTATE, LLC,

a New York limited liability company

BROADSTONE SC ILLINOIS, LLC,

a New York limited liability company

By: Broadstone Net Lease, LLC,

a New York limited liability company,

its sole member

By: Broadstone Net Lease, Inc.

a Maryland corporation,

its managing member

By:

Name:

Title:

EX-10.14

EXHIBIT 10.14

SECOND AMENDMENT TO TERM LOAN AGREEMENT

THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of November 6, 2015, by and among BROADSTONE NET LEASE, LLC, a limited liability company organized under the laws of the State of New York (the “Borrower”), BROADSTONE NET LEASE, INC., a corporation organized under the laws of the State of Maryland (the “Parent”), each of the Lenders party hereto (the “Lenders”) and REGIONS BANK, an Alabama state banking corporation, as Administrative Agent (together with its successors and assigns, the “Administrative Agent”).

WHEREAS, the Borrower, Parent, the financial institutions from time to time party thereto (the “Lenders”), and the Administrative Agent have entered into that certain Term Loan Agreement dated as of May 24, 2013 (as amended and as in effect immediately prior to the effectiveness of this Amendment, the “Term Loan Agreement”), and desire to amend certain provisions of the Term Loan Agreement on the terms and conditions contained herein; and

WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent desire to amend certain provisions of the Term Loan Agreement subject to the terms and conditions of this Amendment.

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

Section 1. Specific Amendments to Term Loan Agreement. The parties hereto agree that the Term Loan Agreement is amended as follows:

(a)    The Term Loan Agreement is amended by adding the following definitions to Section 1.1. thereof in the appropriate alphabetical location:

“Anti-Corruption Laws” means all Applicable Laws of any jurisdiction concerning or relating to bribery, corruption or money laundering, including without limitation, the Foreign Corrupt Practices Act of 1977, as amended.

“Anti-Terrorism Laws” has the meaning given that term in Section 7.1.(aa).

“Existing Credit Agreements” means (a) that certain Credit Agreement dated as of October 2, 2012 by and among the Parent, the Borrower, the financial institutions party thereto, Manufacturers and Traders Trust Company, as the administrative agent, and the other parties thereto, as the same may be amended, extended, supplemented, restated, refinanced or replaced in writing from time to time, so long as it contains restrictions on encumbering assets and other material actions of the Loan Parties that are no more restrictive than those restrictions contained in the Loan Documents and (b) that certain Term Loan Agreement dated as of November 6, 2015, by and among the Borrower, the Parent, each of the financial institutions party thereto, SunTrust Bank, as Administrative Agent, and the other parties thereto, as the same may be amended, extended, supplemented, restated, refinanced or replaced in writing from time to time, so long as it contains restrictions on encumbering assets and other material actions of the Loan Parties that are no more restrictive than those restrictions contained in the Loan Documents.

“Patriot Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“Permitted Negative Pledge” means (a) any Negative Pledge contained in an Existing Credit Agreement as in effect on the date hereof and (b) a Negative Pledge contained in any agreement that evidences unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to, or no more restrictive than, those restrictions contained in the Loan Documents.

“Sanctioned Country” means, at any time, a country or territory which is, or whose government is, the subject or target of any Sanctions.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by any Governmental Authority of the United States of America, including without limitation, OFAC or the U.S. Department of State, or by the United Nations Security Council, the European Union or any other Governmental Authority, (b) any Person located, operating, organized or resident in a Sanctioned Country, (c) an agency of the government of a Sanctioned County or (d) any Person Controlled by any Person or agency described in any of the preceding clauses (a) through (c).

“Sanctions” means any sanctions or trade embargoes imposed, administered or enforced by any Governmental Authority of the United States of America, including without limitation, OFAC or the U.S. Department of State, or by the United Nations Security Council, the European Union or any other Governmental Authority.

(b)    The Term Loan Agreement is amended by deleting the term “Existing Credit Agreement” from Section 1.1.

(c)    The Term Loan Agreement is amended by restating the definitions of “Capitalization Rate”, “Governmental Authority” and “OFAC” set forth in Section 1.1. thereof in their entirety as follows:

“Capitalization Rate” means 7.75%.

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

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

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(d)    The Term Loan Agreement is amended by deleting the reference to “capital markets” in the definition of “Financial Officer” set forth in Section 1.1. thereof and replacing it with “finance”.

(e)    The Term Loan Agreement is amended by adding the following sentence to the end of the definition of “LIBOR” set forth in Section 1.1. thereof:

If LIBOR determined as provided above would be less than zero, then for purposes of this Agreement, LIBOR shall be deemed to be zero.

(f)    Term Loan Agreement is amended by deleting the reference to “Property Removal” in Section 4.2.(b) thereof and replacing it with “Property Release”.

(g)    The Term Loan Agreement is amended by deleting the reference to “$250,000,000” in Section 4.2.(d) thereof and replacing it with “$300,000,000”.

(h)    The Term Loan Agreement is amended by restating Section 5.1.(a) thereof in its entirety to read as follows:

(a)    Capital Adequacy. If any Lender determines that compliance with any law or regulation (including any Regulatory Change) or with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender, or any corporation controlling such Lender, as a consequence of, or with reference to, such Lender’s making or maintaining Loans below the rate which such Lender or such corporation controlling such Lender could have achieved but for such compliance (taking into account the policies of such Lender or such corporation with regard to capital), then the Borrower shall, from time to time, within thirty (30) days after written demand by such Lender, pay to such Lender additional amounts sufficient to compensate such Lender or such corporation controlling such Lender to the extent that such Lender determines such increase in capital is allocable to such Lender’s obligations hereunder.

(i)    The Term Loan Agreement is amended by deleting the reference to “Article 6.2.” in Section 5.4.(b) thereof and replacing it with “Section 6.2.”.

(j)    The Term Loan Agreement is amended by deleting the phrase “the aggregate amount of payments previously made by the Affected Lender under Section 2.3.(j) that have not been repaid, plus (z)” in Section 5.6. thereof.

(k)    The Term Loan Agreement is amended by restating Section 7.1.(n) thereof in its entirety to read as follows:

(n)    Absence of Default. None of (i) the Loan Parties is in default under its certificate or articles of incorporation or formation or any material provision of its bylaws, partnership agreement or other similar organizational documents, and (ii) the other Subsidiaries of the Parent is in default of any material provision under its certificate or articles of incorporation or formation or any material provision of its bylaws, partnership agreement or other similar organizational documents. No event has occurred, which has not been remedied, cured or waived: (A) which constitutes a Default or an

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Event of Default; or (B) which constitutes, or which with the passage of time, the giving of notice, or both, would constitute, a default or event of default by, any Loan Party or any other Subsidiary under any agreement (other than this Agreement) or judgment, decree or order to which any such Person is a party or by which any such Person or any of its respective properties may be bound where such default or event of default could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l)    The Term Loan Agreement is amended by deleting the reference to “(“OFAC”)” in Section 7.1.(x) thereof.

(m)    The Term Loan Agreement is amended by adding the following subsection to the end of Section 7.1. thereof:

(aa)    Anti-Corruption Laws and Sanctions; Anti-Terrorism Laws. None of the Parent, the Borrower, any Subsidiary or, to the knowledge of the Parent and the Borrower, any of their respective directors, officers, employees and agents (i) is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States, 50 U.S.C. App. §§ 1 et seq., as amended (the “Trading with the Enemy Act”) or (ii) is in violation of (A) the Trading with the Enemy Act, (B) any of the foreign assets control regulations of the United States Treasury Department or any enabling legislation or executive order relating thereto, including without limitation, Executive Order No. 13224, effective as of September 24, 2001 relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (C) the Patriot Act (collectively, the “Anti-Terrorism Laws”). The Parent has implemented and maintains in effect policies and procedures designed to ensure compliance by the Parent, the Borrower, their respective Subsidiaries and their respective directors, officers, employees and agents (in the case of directors, officers, employees and agents, acting solely in their capacity as such for the Parent, the Borrower or a Subsidiary, as applicable) with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions, in each case to the extent applicable to such Persons. The Parent, the Borrower, their respective Subsidiaries and, to the knowledge of the Parent and the Borrower, their respective directors, officers, employees and agents (in the case of directors, officers, employees and agents, acting solely in their capacity as such for the Parent, the Borrower or a Subsidiary, as applicable) are in compliance with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions in all material respects and to the extent applicable to such Persons. None of the Parent, the Borrower or any of their respective Subsidiaries is, or derives any of its assets or operating income from investments in or transactions with, a Sanctioned Person and, to the knowledge of the Parent and the Borrower, none of the respective directors, officers, employees or agents of the Parent, the Borrower or any of their respective Subsidiaries is a Sanctioned Person.

(n)    The Term Loan Agreement is amended by adding the following sentence to the end of Section 8.2. thereof:

The Parent will maintain in effect and enforce policies and procedures designed to ensure compliance by the Parent, the Borrower, their respective Subsidiaries and their respective directors, officers, employees and agents (in the case of directors, officers, employees and agents, acting solely in their capacity as such for the Parent, the Borrower or a Subsidiary, as applicable) with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions, in each case to the extent applicable to such Persons.

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(o)    The Term Loan Agreement is amended by adding the following sentence to the end of Section 8.8. thereof:

The Parent and the Borrower shall not use, and shall ensure that their respective Subsidiaries and their respective directors, officers, employees and agents (in the case of directors, officers, employees and agents, acting solely in their capacity as such for the Parent, the Borrower or a Subsidiary, as applicable) shall not use, the proceeds of any Loan in any manner that would result in a violation of any applicable Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions.

(p)    The Term Loan Agreement is amended by deleting the reference to “Existing Credit Agreement” in Section 8.12.(b) thereof and replacing it with “Existing Credit Agreements”.

(q)    The Term Loan Agreement is amended by deleting the reference to “Termination” in Section 9.4.(e) thereof and replacing it with “Term Loan Maturity Date”.

(r)    The Term Loan Agreement is amended by deleting the reference to “Termination” in Section 9.4.(f) thereof and replacing it with “Term Loan Maturity Date”.

(s)    The Term Loan Agreement is amended by restating Section 10.1.(f) thereof in its entirety to read as follows:

(f)    Tangible Net Worth. The Parent shall not permit Tangible Net Worth at any time to be less than (i) $300,000,000 plus (ii) 85.0% of the Net Proceeds of all Equity Issuances effected after December 31, 2014 by the Parent or any of its Subsidiaries to any Person other than the Parent or any of its Subsidiaries.

(t)    The Term Loan Agreement is amended by deleting the reference to “$250,000,000” in Section 10.1.(j) thereof and replacing it with “$300,000,000”.

(u)    The Term Loan Agreement is amended by restating Section 10.2.(a) thereof in its entirety to read as follows:

(a)    Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or Subsidiary to, (i) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Asset or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Asset, now owned or hereafter acquired, except for Permitted Liens; or (ii) except for the Permitted Negative Pledges, permit any Borrowing Base Asset or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Asset, to be subject to a Negative Pledge if such Negative Pledge prohibits or purports to prohibit the creation of a Lien on such Borrowing Base Asset or ownership interest as security for the Obligations.

(v)    The Term Loan Agreement is amended by deleting the reference to “Existing Credit Agreement” in Section 10.3. thereof and replacing it with “Existing Credit Agreements”.

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(w)    The Term Loan Agreement is amended by restating Section 11.1.(b)(i) thereof in its entirety to read as follows:

(i)    Any Loan Party shall fail to perform or observe any term, covenant, condition or agreement on its part to be performed or observed and contained in Section 8.1. (solely with respect to the existence of the Borrower), Section 8.13., Article IX. or Article X.; or

(x)    The Term Loan Agreement is amended by restating Section 11.1.(l)(ii) thereof in its entirety to read as follows:

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

(y)    The Term Loan Agreement is amended by restating the tenth sentence of Section 12.1. thereof in its entirety to read as follows:

Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders (or if required by the Loan Documents, all Lenders) have directed the Administrative Agent otherwise.

(z)    The Term Loan Agreement is amended by deleting each reference to “Affected Lender” in Section 13.7.(d) thereof and replacing each such reference with “Dissenting Lender”.

(aa)    The Term Loan Agreement is amended by adding the following sentence to the end of Section 13.10. thereof:

No Indemnified Party referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnified Party as determined by a court of competent jurisdiction in a final, non-appealable judgment.

(bb)    The Term Loan Agreement is amended by deleting the reference to “Sections 3.10., 5.1., 5.4., 12.6., 13.2. and 13.10.” in Section 13.11. thereof and replacing it with “Sections 3.10., 5.1., 5.4., 12.6., 13.2., 13.3. and 13.10.”.

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(cc)    The Term Loan Agreement is amended by restating the last sentence of Section 13.17. thereof in its entirety to read as follows:

Each of the Parent and the Borrower hereby waives, releases, and agrees not to sue the Administrative Agent or any Lender or any of the Administrative Agent’s or any Lender’s Affiliates, officers, directors, employees, attorneys, or agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Agreement, any of the other Loan Documents, or any of the transactions contemplated by this Agreement or financed hereby.

(dd)    The Term Loan Agreement is amended by deleting Section 13.21. thereof in its entirety.

Section 2.     Conditions Precedent. The effectiveness of this Amendment is subject to receipt by the Administrative Agent of each of the following, each in form and substance satisfactory to the Administrative Agent:

(a)    a counterpart of this Amendment duly executed by the Borrower, the Parent, the Administrative Agent and Lenders constituting the Requisite Lenders;

(b)    a Guarantor Acknowledgement substantially in the form of Exhibit A attached hereto, executed by each Guarantor;

(c)    evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent in connection with this Amendment have been paid;

(d)    documentation evidencing that the Existing Credit Agreement dated October 2, 2012 (the “M&T Agreement”) has been amended such that the applicable terms of the Term Loan Agreement as amended by this Amendment (the “Amended Term Loan Agreement”) are consistent with the terms of the M&T Agreement and that the terms of the Amended Term Loan Agreement do not conflict with the terms of the M&T Agreement, including without limitation, amending the Negative Pledge provisions of the M&T Agreement to permit the Term Loan Agreement to provide for the Negative Pledge pursuant to Section 10.2. of the Term Loan Agreement on the same terms as such Negative Pledge in the M&T Agreement; and

(e)    such other documents, instruments and agreements as the Administrative Agent may reasonably request.

Section 3. Representations. The Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a)    Authorization. The Parent, the Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment, to perform this Amendment, the Term Loan Agreement as amended by this Amendment and each of the other Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. This Amendment has been duly executed and delivered by the duly authorized officers of each Loan Party a party hereto and this Amendment, the Term Loan Agreement as amended by this Amendment and each of the other Loan Documents to which any of the Loan Parties are party, is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms, except as the same may be limited by

bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.

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(b)    Compliance with Laws, etc. The execution and delivery of this Amendment and performance of this Amendment and the Term Loan Agreement as amended by this Amendment by any Loan Party a party hereto in accordance with their respective terms do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to the Parent, the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of any Loan Party, or any material indenture, agreement or other instrument to which the Parent, the Borrower or any other Loan Party is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party other than in favor of the Administrative Agent for its benefit and the benefit of the Lenders.

(c)    No Default. No Default or Event of Default has occurred and is continuing as of the date hereof or will exist immediately after giving effect to this Amendment.

(d)    Representations. The representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the date hereof except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Term Loan Agreement.

Section 4. Certain References. Each reference to the Term Loan Agreement in any of the Loan Documents shall be deemed to be a reference to the Term Loan Agreement as amended by this Amendment.

Section 5. Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable, documented out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

Section 6. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 8. Effect. Except as expressly herein amended, the terms and conditions of the Term Loan Agreement and the other Loan Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only from the date as of which this Amendment is dated.

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Section 9. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

Section 10. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Term Loan Agreement as amended by this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Term Loan Agreement to be executed as of the date first above written.

BROADSTONE NET LEASE, LLC, a New York limited liability company
By:	Broadstone Net Lease, Inc.,
	a Maryland corporation,
	Managing Member
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Financial Officer
BROADSTONE NET LEASE, INC., a Maryland corporation
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Financial Officer

[Signatures Continue on Next Page]

[Signature Page to Second Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

REGIONS BANK, as Administrative Agent and as a Lender
By:	/s/ Paul E. Burgan
	Name:	Paul E. Burgan
	Title:	Vice President

[Signatures Continue on Next Page]

[Signature Page to Second Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Andrew W. Hussion
	Name:	Andrew W. Hussion
	Title:	Director

[Signature Page to Second Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

BANK OF MONTREAL, as a Lender
By:	/s/ Gwendolyn Gatz
	Name:	Gwendolyn Gatz
	Title:	Vice President

[Signature Page to Second Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

SUNTRUST BANK, as a Lender
By:	/s/ Francine Glandt
	Name:	Francine Glandt
	Title:	Senior Vice President

[Signature Page to Second Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

CITIZENS, N.A., as a Lender
By:	/s/ Craig Aframe
	Name:	Craig Aframe
	Title:	Vice President

EXHIBIT A

FORM OF GUARANTOR ACKNOWLEDGEMENT

THIS GUARANTOR ACKNOWLEDGEMENT dated as of November [    ], 2015 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of REGIONS BANK, as Administrative Agent the “Administrative Agent”) and each “Lender” a party to the Term Loan Agreement referred to below (the “Lenders”).

WHEREAS, Broadstone Net Lease, LLC, a limited liability company organized under the laws of the State of New York (the “Borrower”), Broadstone Net Lease, Inc., a corporation organized under the laws of the State of Maryland (the “Parent”), the Lenders, the Administrative Agent and certain other parties have entered into that certain Term Loan Agreement dated as of May 24, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”);

WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of May 24, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrower’s obligations under the Term Loan Agreement on the terms and conditions contained in the Guaranty;

WHEREAS, the Borrower, the Parent, the Administrative Agent and the Lenders are to enter into a Second Amendment to Term Loan Agreement dated as of the date hereof (the “Amendment”), to amend the terms of the Term Loan Agreement on the terms and conditions contained therein; and

WHEREAS, it is a condition precedent to the effectiveness of the Amendment that the Guarantors execute and deliver this Acknowledgement.

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

Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Guaranty, acknowledges and agrees that each of the new Term Loans made by the Lenders in connection with the Amendment constitute “Obligations” under the Term Loan Agreement and a continuing obligation of each Guarantor under the Guaranty, and agrees that the transactions contemplated by the Amendment shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder.

Section 2. Governing Law. THIS ACKNOWLEDGEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 3. Counterparts. This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

[Signatures on Next Page]

A-1

IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.

BROADSTONE NET LEASE, INC.
By:
	Name:
	Title:

[Signatures Continued on Next Page]

A-2

[Signature Page to Broadstone Guarantor Acknowledgement-continued]

BROADSTONE 2020EX TEXAS, LLC,
a New York limited liability company
BROADSTONE AI MICHIGAN, LLC,
a New York limited liability company
BROADSTONE APLB BRUNSWICK, LLC,
a New York limited liability company
BROADSTONE APLB MINNESOTA, LLC,
a New York limited liability company
BROADSTONE APLB SARASOTA, LLC,
a New York limited liability company
BROADSTONE APLB VIRGINIA, LLC,
a New York limited liability company
BROADSTONE ASDCW TEXAS, LLC,
a New York limited liability company
BROADSTONE BFW MINNESOTA, LLC,
a New York limited liability company
BROADSTONE BK EMPORIA, LLC,
a New York limited liability company
BROADSTONE BK VIRGINIA, LLC,
a New York limited liability company
BROADSTONE BNR ARIZONA, LLC,
a New York limited liability company
BROADSTONE CABLE, LLC,
a New York limited liability company
BROADSTONE DQ VIRGINIA, LLC,
a New York limited liability company
BROADSTONE PJ RLY, LLC,
a New York limited liability company
BROADSTONE SEC NORTH CAROLINA, LLC,
a New York limited liability company
By:  Broadstone Net Lease, LLC,
a New York limited liability company,
its sole member
By:  Broadstone Net Lease, Inc.
a Maryland corporation,
its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

[Signatures Continued on Next Page]

A-3

[Signature Page to Broadstone Guarantor Acknowledgement-continued]

BROADSTONE CFW TEXAS, LLC,
a New York limited liability company
BROADSTONE EA OHIO, LLC,
a New York limited liability company
BROADSTONE EO BIRMINGHAM I, LLC,
a New York limited liability company
BROADSTONE EO BIRMINGHAM II, LLC,
a New York limited liability company
BROADSTONE EWD ILLINOIS, LLC,
a New York limited liability company
BROADSTONE FDT WISCONSIN, LLC,
a New York limited liability company
BROADSTONE FILTER, LLC,
a New York limited liability company
BROADSTONE FMFP TEXAS B2, LLC,
a New York limited liability company
BROADSTONE FMFP TEXAS B3, LLC,
a New York limited liability company
BROADSTONE GCSC FLORIDA, LLC,
a New York limited liability company
BROADSTONE JLC MISSOURI, LLC,
a New York limited liability company
BROADSTONE KNG OKLAHOMA, LLC,
a New York limited liability company
BROADSTONE LGC NORTHEAST, LLC,
a New York limited liability company
BROADSTONE MCW WISCONSIN, LLC,
a New York limited liability company
BROADSTONE MD OKLAHOMA, LLC,
a New York limited liability company
BROADSTONE MED FLORIDA, LLC,
a New York limited liability company
By:  Broadstone Net Lease, LLC,
a New York limited liability company,
its sole member
By:  Broadstone Net Lease, Inc.
a Maryland corporation,
its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

[Signatures Continued on Next Page]

A-4

[Signature Page to Broadstone Guarantor Acknowledgement-continued]

BROADSTONE NDC FAYETTEVILLE, LLC,
a New York limited liability company
BROADSTONE NI NORTH CAROLINA, LLC,
a New York limited liability company
BROADSTONE PCSC TEXAS, LLC,
a New York limited liability company
BROADSTONE PY CINCINNATI, LLC,
a New York limited liability company
BROADSTONE RM MISSOURI, LLC,
a New York limited liability company
BROADSTONE ROLLER, LLC,
a New York limited liability company
BROADSTONE SOE RALEIGH, LLC,
a New York limited liability company
BROADSTONE SNC OK TX, LLC,
a New York limited liability company
BROADSTONE TA TENNESSEE, LLC,
a New York limited liability company
BROADSTONE TB JACKSONVILLE, LLC,
a New York limited liability company
BROADSTONE TB SOUTHEAST, LLC,
a New York limited liability company
BROADSTONE TB TN, LLC,
a Delaware limited liability company
BROADSTONE TR FLORIDA, LLC,
a New York limited liability company
BROADSTONE IELC TEXAS, LLC,
a New York limited liability company
BROADSTONE AUGUST FAMILY UPREIT OH PA, LLC,
a New York limited liability company
By:  Broadstone Net Lease, LLC,
a New York limited liability company,
its sole member
By:  Broadstone Net Lease, Inc.
a Maryland corporation,
its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

[Signatures Continued on Next Page]

A-5

[Signature Page to Broadstone Guarantor Acknowledgement-continued]

BROADSTONE TSGA KENTUCKY, LLC,
a New York limited liability company
BROADSTONE WI ALABAMA, LLC,
a New York limited liability company
BROADSTONE WI APPALACHIA, LLC,
a New York limited liability company
BROADSTONE WI EAST, LLC,
a New York limited liability company
GRC LI TX, LLC,
a Delaware limited liability company
TB TAMPA REAL ESTATE, LLC,
a New York limited liability company
BROADSTONE SC ILLINOIS, LLC,
a New York limited liability company
BROADSTONE SNI EAST, LLC,
a New York limited liability company
BROADSTONE RA CALIFORNIA, LLC,
a New York limited liability company
BROADSTONE PC MICHIGAN, LLC,
a New York limited liability company
BROADSTONE DHCP VA AL, LLC,
a New York limited liability company
BROADSTONE GC KENTUCKY, LLC,
a New York limited liability company
BROADSTONE WI GREAT PLAINS, LLC,
a New York limited liability company
BROADSTONE SNI GREENWICH, LLC,
a New York limited liability company
BROADSTONE BW TEXAS, LLC,
a New York limited liability company
BROADSTONE SF MINNESOTA, LLC,
a New York limited liability company
By:  Broadstone Net Lease, LLC,
a New York limited liability company,
its sole member
By:  Broadstone Net Lease, Inc.
a Maryland corporation,
its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

[Signatures Continued on Next Page]

A-6

[Signature Page to Broadstone Guarantor Acknowledgement-continued]

BROADSTONE BEC TEXAS, LLC,
a New York limited liability company
BROADSTONE OP OHIO, LLC,
a New York limited liability company
BROADSTONE IS HOUSTON, LLC,
a New York limited liability company
BROADSTONE SPS UTAH, LLC,
a New York limited liability company
BROADSTONE NSC TEXAS, LLC,
a New York limited liability company
BROADSTONE HLC MIDWEST, LLC,
a New York limited liability company
BROADSTONE PP ARKANSAS, LLC,
a New York limited liability company
BROADSTONE BT SOUTH, LLC,
a New York limited liability company
BROADSTONE MHH MICHIGAN, LLC,
a New York limited liability company
BROADSTONE PEARL, LLC,
a New York limited liability company
BROADSTONE APLB SC, LLC,
a New York limited liability company
BROADSTONE APLB UTAH, LLC,
a New York limited liability company
BROADSTONE BFC MARYLAND, LLC,
a New York limited liability company
BROADSTONE AC WISCONSIN, LLC,
a New York limited liability company
BROADSTONE STI MINNESOTA, LLC,
a New York limited liability company
BROADSTONE APM FLORIDA, LLC,
a New York limited liability company
BROADSTONE MFEC FLORIDA, LLC,
a New York limited liability company
BROADSTONE TB NORTHWEST, LLC,
a New York limited liability company
NWR REALTY LLC,
a Washington limited liability company
BROADSTONE CI WEST, LLC,
a New York limited liability company
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

[Signatures Continued on Next Page]

A-7

[Signature Page to Broadstone Guarantor Acknowledgement-continued]

BROADSTONE CC PORTFOLIO, LLC,
a New York limited liability company
BROADSTONE LC FLORIDA, LLC,
a New York limited liability company
BROADSTONE BEF PORTFOLIO, LLC,
a New York limited liability company
BROADSTONE BW ARKANSAS, LLC,
a New York limited liability company
BROADSTONE BW WINGS SOUTH, LLC,
a New York limited liability company
BROADSTONE FHS TEXAS, LLC,
a New York limited liability company
BROADSTONE JFR PORTFOLIO, LLC,
a New York limited liability company
BROADSTONE KINSTON, LLC,
a New York limited liability company
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

A-8

EX-10.15

EXHIBIT 10.15

THIRD AMENDMENT TO TERM LOAN AGREEMENT

THIS THIRD AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of June 30, 2016, by and among BROADSTONE NET LEASE, LLC, a limited liability company organized under the laws of the State of New York (the “Borrower”), BROADSTONE NET LEASE, INC., a corporation organized under the laws of the State of Maryland (the “Parent”), each of the Lenders party hereto (the “Lenders”) and REGIONS BANK, an Alabama state banking corporation, as Administrative Agent (together with its successors and assigns, the “Administrative Agent”).

WHEREAS, the Borrower, Parent, the financial institutions from time to time party thereto, and the Administrative Agent have entered into that certain Term Loan Agreement dated as of May 24, 2013 (as amended and as in effect immediately prior to the effectiveness of this Amendment, the “Term Loan Agreement”), and desire to amend certain provisions of the Term Loan Agreement on the terms and conditions contained herein; and

WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent desire to amend certain provisions of the Term Loan Agreement subject to the terms and conditions of this Amendment.

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

Section 1. Specific Amendments to Term Loan Agreement. The parties hereto agree that the Term Loan Agreement is amended as follows:

(a)    The Term Loan Agreement is amended by amending and restating the following definitions contained in Section 1.1. thereof in their entirety as follows:

“Defaulting Lender” means, subject to Section 3.9.(f), any Lender that (a) has failed to (i) fund all or any portion of a Loan to be made by it within 2 Business Days of the date such Loan was required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within 2 Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund its Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), or (c) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or

any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (c) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.9.(f)) upon delivery of written notice of such determination to the Borrower and each Lender.

“Tangible Net Worth” means, as of a given date, stockholders’ equity of the Parent and its Subsidiaries determined on a consolidated basis plus increases in accumulated depreciation and amortization accrued after December 31, 2014, minus (to the extent included when determining stockholders’ equity of the Parent and its Subsidiaries): (a) the amount of any write-up in the book value of any assets reflected in any balance sheet resulting from revaluation thereof or any write-up in excess of the cost of such assets acquired, and (b) the aggregate of all amounts appearing on the assets side of any such balance sheet for franchises, licenses, permits, patents, patent applications, copyrights, trademarks, service marks, trade names, goodwill, treasury stock, experimental or organizational expenses and other like assets which would be classified as intangible assets under GAAP (other than lease intangible assets, net of lease intangible liabilities), all determined on a consolidated basis.

(b)    The Term Loan Agreement is further amended by adding the following definitions to Section 1.1. thereof in the appropriate alphabetical location:

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

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

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

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

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

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

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

(c)    The Term Loan Agreement is further amended by removing Section 3.8. in its entirety.

(d)    The Term Loan Agreement is further amended by restating Section 4.1.(b) thereof in its entirety as follows:

(b)    Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that any additional Eligible Property be included in calculations of the Borrowing Base, the Borrower shall so notify the Administrative Agent in writing and provide the Administrative Agent with the following, in form and substance reasonably satisfactory to the Administrative Agent:

(i)    An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, survey, current occupancy rate and physical condition of such Property, (B) a 12-month forward rent roll if not included in the schedules attached to the Borrowing Base Certificate;

(ii)    A Borrowing Base Certificate that includes the Unencumbered Eligible Property Value of such Property;

(iii)    To the extent the owner of such Property is not the Borrower or already party to the Guaranty, such deliveries as are required pursuant to Section 8.12 hereof (which items shall be delivered, and such Subsidiary shall become a Guarantor, prior to the date such Property is included as a Borrowing Base Property); and

(iv)    Such other information the Administrative Agent may reasonably request in order to confirm that the Property is an Eligible Property.

Upon the Administrative Agent’s receipt of all of the foregoing items which shall be in form and substance reasonably satisfactory to the Administrative Agent, such Property shall be deemed to be a Borrowing Base Property.

(e)    The Term Loan Agreement is further amended by adding the following at the end of Section 7.1. thereof:

(bb)    None of the Parent, the Borrower or any Subsidiary is an EEA Financial Institution.

(f)    The Term Loan Agreement is further amended by adding the following new Section 13.21.:

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Section 13.21. Acknowledgement and Consent to Bail-In of EEA Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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

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

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

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)     the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to receipt by the Administrative Agent of each of the following, each in form and substance satisfactory to the Administrative Agent:

(a)    a counterpart of this Amendment duly executed by the Borrower, the Parent, the Administrative Agent and Lenders constituting the Requisite Lenders;

(b)    a Guarantor Acknowledgement substantially in the form of Exhibit A attached hereto, executed by each Guarantor;

(c)    evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent in connection with this Amendment have been paid; and

(d)    such other documents, instruments and agreements as the Administrative Agent may reasonably request.

Section 3. Representations. The Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a)    Authorization. The Parent, the Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment, to perform this Amendment, the Term Loan Agreement as amended by this Amendment and each of the

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other Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. This Amendment has been duly executed and delivered by the duly authorized officers of each Loan Party a party hereto and this Amendment, the Term Loan Agreement as amended by this Amendment and each of the other Loan Documents to which any of the Loan Parties are party, is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.

(b)    Compliance with Laws, etc. The execution and delivery of this Amendment and performance of this Amendment and the Term Loan Agreement as amended by this Amendment by any Loan Party a party hereto in accordance with their respective terms do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to the Parent, the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of any Loan Party, or any material indenture, agreement or other instrument to which the Parent, the Borrower or any other Loan Party is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party other than in favor of the Administrative Agent for its benefit and the benefit of the Lenders.

(c)    No Default. No Default or Event of Default has occurred and is continuing as of the date hereof or will exist immediately after giving effect to this Amendment.

(d)    Representations. The representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the date hereof except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Term Loan Agreement.

Section 4. Certain References. Each reference to the Term Loan Agreement in any of the Loan Documents shall be deemed to be a reference to the Term Loan Agreement as amended by this Amendment.

Section 5. Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable, documented out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

Section 6. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

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Section 8. Effect. Except as expressly herein amended, the terms and conditions of the Term Loan Agreement and the other Loan Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only from the date as of which this Amendment is dated.

Section 9. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

Section 10. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Term Loan Agreement, as amended by this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Term Loan Agreement to be executed as of the date first above written.

BROADSTONE NET LEASE, LLC, a New York limited liability company
By:	Broadstone Net Lease, Inc., a Maryland corporation, Managing Member
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Financial Officer
BROADSTONE NET LEASE, INC., a Maryland corporation
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Financial Officer

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[Signature Page to Third Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

REGIONS BANK, as Administrative Agent and as a Lender
By:	/s/ C. Vincent Hughes Jr.
	Name:	C. Vincent Hughes Jr.
	Title:	Vice President

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[Signature Page to Third Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Matthew Ricketts
	Name:	Matthew Ricketts
	Title:	Managing Director

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[Signature Page to Third Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

BANK OF MONTREAL, as a Lender
By:	/s/ Kevin Fennell
	Name:	Kevin Fennell
	Title:	Vice President

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[Signature Page to Third Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

SUNTRUST BANK, as a Lender
By:	/s/ Francine Glandt
	Name:	Francine Glandt
	Title:	Senior Vice President, REIT Group

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[Signature Page to Third Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

CITIZENS BANK N.A. f/n/a RBS CITIZENS, N.A., as a Lender
	By:	/s/ Brad Bindas
		Name: Brad Bindas
		Title: Senior Vice President

EXHIBIT A

FORM OF GUARANTOR ACKNOWLEDGEMENT

THIS GUARANTOR ACKNOWLEDGEMENT dated as of June 30, 2016 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of REGIONS BANK, as Administrative Agent (the “Administrative Agent”) and each “Lender” a party to the Term Loan Agreement referred to below (the “Lenders”).

WHEREAS, Broadstone Net Lease, LLC, a limited liability company organized under the laws of the State of New York (the “Borrower”), Broadstone Net Lease, Inc., a corporation organized under the laws of the State of Maryland (the “Parent”), the Lenders, the Administrative Agent and certain other parties have entered into that certain Term Loan Agreement dated as of May 24, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”);

WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of May 24, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrower’s obligations under the Term Loan Agreement on the terms and conditions contained in the Guaranty;

WHEREAS, the Borrower, the Parent, the Administrative Agent and the Lenders are to enter into the Third Amendment to Term Loan Agreement dated as of the date hereof (the “Amendment”), to amend the terms of the Term Loan Agreement on the terms and conditions contained therein; and

WHEREAS, it is a condition precedent to the effectiveness of the Amendment that the Guarantors execute and deliver this Acknowledgement.

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

Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Guaranty, acknowledges and agrees that each of the new Term Loans made by the Lenders in connection with the Amendment constitute “Obligations” under the Term Loan Agreement and a continuing obligation of each Guarantor under the Guaranty, and agrees that the transactions contemplated by the Amendment shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder.

Section 2. Governing Law. THIS ACKNOWLEDGEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 3. Counterparts. This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

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IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.

BROADSTONE NET LEASE, INC.
By:
	Name:
	Title:

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[Signature Page to Broadstone Guarantor Acknowledgement-continued]

BROADSTONE 2020EX TEXAS, LLC, a New York limited liability company
BROADSTONE AI MICHIGAN, LLC, a New York limited liability company
BROADSTONE APLB BRUNSWICK, LLC, a New York limited liability company
BROADSTONE APLB MINNESOTA, LLC, a New York limited liability company
BROADSTONE APLB SARASOTA, LLC, a New York limited liability company
BROADSTONE APLB VIRGINIA, LLC, a New York limited liability company
BROADSTONE ASDCW TEXAS, LLC, a New York limited liability company
BROADSTONE BFW MINNESOTA, LLC, a New York limited liability company
BROADSTONE BK EMPORIA, LLC, a New York limited liability company
BROADSTONE BK VIRGINIA, LLC, a New York limited liability company
BROADSTONE BNR ARIZONA, LLC, a New York limited liability company
BROADSTONE CABLE, LLC, a New York limited liability company
By: Broadstone Net Lease, LLC, a New York limited liability company, its sole member
By: Broadstone Net Lease, Inc. a Maryland corporation, its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

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[Signature Page to Broadstone Guarantor Acknowledgement-continued]

BROADSTONE CFW TEXAS, LLC, a New York limited liability company
BROADSTONE EA OHIO, LLC, a New York limited liability company
BROADSTONE EO BIRMINGHAM I, LLC, a New York limited liability company
BROADSTONE EO BIRMINGHAM II, LLC, a New York limited liability company
BROADSTONE EWD ILLINOIS, LLC, a New York limited liability company
BROADSTONE FDT WISCONSIN, LLC, a New York limited liability company
BROADSTONE FILTER, LLC, a New York limited liability company
BROADSTONE FMFP TEXAS B2, LLC, a New York limited liability company
BROADSTONE FMFP TEXAS B3, LLC, a New York limited liability company
BROADSTONE GCSC FLORIDA, LLC, a New York limited liability company
BROADSTONE KNG OKLAHOMA, LLC, a New York limited liability company
BROADSTONE LGC NORTHEAST, LLC, a New York limited liability company
BROADSTONE MCW WISCONSIN, LLC, a New York limited liability company
BROADSTONE MD OKLAHOMA, LLC, a New York limited liability company
BROADSTONE MED FLORIDA, LLC, a New York limited liability company
By: Broadstone Net Lease, LLC, a New York limited liability company, its sole member
By: Broadstone Net Lease, Inc. a Maryland corporation, its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

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[Signature Page to Broadstone Guarantor Acknowledgement-continued]

BROADSTONE NDC FAYETTEVILLE, LLC, a New York limited liability company
BROADSTONE NI NORTH CAROLINA, LLC, a New York limited liability company
BROADSTONE PCSC TEXAS, LLC, a New York limited liability company
BROADSTONE PY CINCINNATI, LLC, a New York limited liability company
BROADSTONE RM MISSOURI, LLC, a New York limited liability company
BROADSTONE ROLLER, LLC, a New York limited liability company
BROADSTONE SOE RALEIGH, LLC, a New York limited liability company
BROADSTONE SNC OK TX, LLC, a New York limited liability company
BROADSTONE TA TENNESSEE, LLC, a New York limited liability company
BROADSTONE TB JACKSONVILLE, LLC, a New York limited liability company
BROADSTONE TB SOUTHEAST, LLC, a New York limited liability company
BROADSTONE TB TN, LLC, a Delaware limited liability company
BROADSTONE TR FLORIDA, LLC, a New York limited liability company
BROADSTONE IELC TEXAS, LLC, a New York limited liability company
By: Broadstone Net Lease, LLC, a New York limited liability company, its sole member
By: Broadstone Net Lease, Inc. a Maryland corporation, its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

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BROADSTONE WI ALABAMA, LLC, a New York limited liability company
BROADSTONE WI APPALACHIA, LLC, a New York limited liability company
BROADSTONE WI EAST, LLC, a New York limited liability company
GRC LI TX, LLC, a Delaware limited liability company
TB TAMPA REAL ESTATE, LLC, a New York limited liability company
BROADSTONE SC ILLINOIS, LLC, a New York limited liability company
BROADSTONE SNI EAST, LLC, a New York limited liability company
BROADSTONE RA CALIFORNIA, LLC, a New York limited liability company
BROADSTONE PC MICHIGAN, LLC, a New York limited liability company
BROADSTONE DHCP VA AL, LLC, a New York limited liability company
BROADSTONE GC KENTUCKY, LLC, a New York limited liability company
BROADSTONE WI GREAT PLAINS, LLC, a New York limited liability company
BROADSTONE SNI GREENWICH, LLC, a New York limited liability company
BROADSTONE BW TEXAS, LLC, a New York limited liability company
BROADSTONE SF MINNESOTA, LLC, a New York limited liability company
By: Broadstone Net Lease, LLC, a New York limited liability company, its sole member
By: Broadstone Net Lease, Inc. a Maryland corporation, its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

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BROADSTONE BEC TEXAS, LLC, a New York limited liability company
BROADSTONE OP OHIO, LLC, a New York limited liability company
BROADSTONE IS HOUSTON, LLC, a New York limited liability company
BROADSTONE SPS UTAH, LLC, a New York limited liability company
BROADSTONE NSC TEXAS, LLC, a New York limited liability company
BROADSTONE HLC MIDWEST, LLC, a New York limited liability company
BROADSTONE PP ARKANSAS, LLC, a New York limited liability company
BROADSTONE BT SOUTH, LLC, a New York limited liability company
BROADSTONE MHH MICHIGAN, LLC, a New York limited liability company
BROADSTONE PEARL, LLC, a New York limited liability company
BROADSTONE APLB SC, LLC, a New York limited liability company
BROADSTONE APLB UTAH, LLC, a New York limited liability company
BROADSTONE BFC MARYLAND, LLC, a New York limited liability company
BROADSTONE AC WISCONSIN, LLC, a New York limited liability company
BROADSTONE STI MINNESOTA, LLC, a New York limited liability company
BROADSTONE APM FLORIDA, LLC, a New York limited liability company
BROADSTONE MFEC FLORIDA, LLC, a New York limited liability company
By: Broadstone Net Lease, LLC, a New York limited liability company, its sole member
By: Broadstone Net Lease, Inc. a Maryland corporation, its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

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BROADSTONE TB NORTHWEST, LLC, a New York limited liability company
NWR REALTY LLC, a Washington limited liability company
BROADSTONE CI WEST, LLC, a New York limited liability company
BROADSTONE CC PORTFOLIO, LLC, a New York limited liability company
BROADSTONE LC FLORIDA, LLC, a New York limited liability company
BROADSTONE BEF PORTFOLIO, LLC, a New York limited liability company
BROADSTONE BW ARKANSAS, LLC, a New York limited liability company
BROADSTONE BW WINGS SOUTH, LLC, a New York limited liability company
BROADSTONE FHS TEXAS, LLC, a New York limited liability company
BROADSTONE JFR PORTFOLIO, LLC, a New York limited liability company
BROADSTONE KINSTON, LLC, a New York limited liability company
BROADSTONE ASH ARKANSAS, LLC, a New York limited liability company
BROADSTONE APLB WISCONSIN, LLC, a New York limited liability company
BROADSTONE RL PORTFOLIO, LLC, a New York limited liability company
BROADSTONE BW APPALACHIA, LLC, a New York limited liability company
BROADSTONE FC PORTAGE, LLC, a New York limited liability company
BROADSTONE MV PORTFOLIO, LLC, a New York limited liability company
BROADSTONE NIC PENNSYLVANIA, LLC, a New York limited liability company
By: Broadstone Net Lease, LLC, a New York limited liability company, its sole member
By: Broadstone Net Lease, Inc. a Maryland corporation, its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

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BROADSTONE PEARL VIRGINIA, LLC a New York limited liability company
BROADSTONE RCS TEXAS, LLC a New York limited liability company
BROADSTONE RTC PORTFOLIO, LLC a New York limited liability company
By: Broadstone Net Lease, LLC, a New York limited liability company, its sole member
By: Broadstone Net Lease, Inc. a Maryland corporation, its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

EX-10.16

EXHIBIT 10.16

FOURTH AMENDMENT TO TERM LOAN AGREEMENT

THIS FOURTH AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of December 23, 2016, by and among BROADSTONE NET LEASE, LLC (the “Borrower”), BROADSTONE NET LEASE, INC. (the “Parent”), each of the Lenders party hereto and REGIONS BANK, an Alabama state banking corporation, as Administrative Agent (the “Administrative Agent”).

WHEREAS, the Borrower, the Parent, the Lenders, the Administrative Agent and certain other parties have entered into that certain Term Loan Agreement dated as of May 24, 2013 (as amended including by (i) that certain First Amendment to Term Loan Agreement dated as of October 11, 2013, (ii) that certain Second Amendment to Term Loan Agreement dated as of November 6, 2015, and (iii) that certain Third Amendment to Term Loan Agreement dated as of June 30, 2016, in each case, by and among the Borrower, the Parent, certain Lenders party thereto, the Administrative Agent and the other parties thereto, and as in effect immediately prior to the effectiveness of this Amendment, the “Term Loan Agreement”);

WHEREAS, the parties hereto desire to amend certain provisions of the Term Loan Agreement on the terms and conditions contained herein.

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

Section 1. Specific Amendments to Term Loan Agreement. Upon the effectiveness of this Amendment, the parties hereto agree that the Term Loan Agreement shall be amended as follows:

(a)    The Term Loan Agreement is amended by amending and restating the definition of “LIBOR” contained in Section 1.1. thereof in its entirety as follows:

“LIBOR” means, for any Interest Period with respect to a LIBOR Loan, the rate appearing on Reuters Screen LIBOR01 page (or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such service or if such page or service ceases to display such information from such other service or method as the Administrative Agent may select) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period; provided that if the rate determined as provided above would be less than zero, then such rate shall be deemed to be zero for purposes of this Agreement if and only if the aggregate amount of the outstanding principal amount of all LIBOR Loans and Borrower’s other Indebtedness consisting of term loans bearing interest at a rate based on LIBOR exceeded the total notional amount of all of Borrower’s Qualifying Swaps at any time during such Interest Period.

(b)    The Term Loan Agreement is further amended by adding the following definition to Section 1.1. thereof in the appropriate alphabetical location:

“Qualifying Swap” means any interest rate swap transaction that (i) trades floating rate interest for fixed rate interest, (ii) was entered into as a hedge against fluctuations in interest rates in respect of Borrower’s Indebtedness that bears interest at a rate based on LIBOR, and (iii) the parties to such interest rate swap transaction have not elected the “Zero Interest Rate Method” in the International Swaps and Derivatives Association master agreement governing such interest rate swap transaction.

(c)    The Term Loan Agreement is further amended by restating Section 9.3. thereof in its entirety as follows:

Section 9.3. Compliance Certificate.

At the time the financial statements are furnished pursuant to Sections 9.1. and 9.2., a certificate substantially in the form of Exhibit G (a “Compliance Certificate”) executed on behalf of the Parent by a Financial Officer of the Parent (a) setting forth a reasonably detailed list of all Eligible Properties which the Borrower has included in calculations of Total Unencumbered Eligible Property Value for the fiscal period covered by such Compliance Certificate; (b) setting forth in reasonable detail as of the end of such quarterly accounting period or fiscal year, as the case may be, the calculations required to establish whether the Parent was in compliance with the covenants contained in Section 10.1.; (c) setting forth in reasonable detail as of the end of such quarterly accounting period or fiscal year, as the case may be, (i) all of Borrower’s Qualifying Swaps and the notional amounts thereof, (ii) each period, if any, during which the aggregate outstanding principal amount of all LIBOR Loans and Borrower’s other Indebtedness consisting of term loans bearing interest at a rate based on LIBOR exceeded the total notional amount of all of Borrower’s Qualifying Swaps, (iii) each period, if any, during which the aggregate outstanding principal amount of all LIBOR Loans and Borrower’s other Indebtedness bearing interest at a rate based on LIBOR exceeded the total notional amount of all of Borrower’s Qualifying Swaps, together with the amount of such excess during any such period; and (d) stating that no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature, when it occurred and the steps being taken by the Parent and/or the Borrower with respect to such event, condition or failure.

(d)    Exhibit G to the Term Loan Agreement is amended by amending and restating paragraph 2 thereof in its entirety as follows:

2.    Schedule 1 attached hereto accurately and completely (a) sets forth reasonably detailed calculations required to establish compliance with Section 10.1. of the Credit Agreement and (b) setting forth in reasonable detail (i) all of Borrower’s Qualifying Swaps and the notional amounts thereof, (ii) each period, if any, during which the aggregate outstanding principal amount of all LIBOR Loans and Borrower’s other Indebtedness consisting of term loans bearing interest at a rate based on LIBOR exceeded the total notional amount of all of Borrower’s Qualifying Swaps, (iii) each period, if any, during which the aggregate outstanding principal amount of all LIBOR Loans and Borrower’s other Indebtedness bearing interest at a rate based on LIBOR exceeded the total notional amount of all of Borrower’s Qualifying Swaps, together with the amount of such excess during any such period.

Section 2. Conditions Precedent. The effectiveness of this Amendment, is subject to receipt by the Administrative Agent of the following, each in form and substance satisfactory to the Administrative Agent:

(a)    a counterpart of this Amendment duly executed by the Borrower, the Parent, the Administrative Agent and the Requisite Lenders;

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(b)    a Guarantor Acknowledgement substantially in the form of Exhibit A attached hereto, executed by each Guarantor;

(c)    evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent have been paid; and

(d)    such other documents, instruments and agreements as the Administrative Agent may reasonably request.

Section 3. Representations. Each of the Parent and the Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a)    Authorization. This Amendment has been duly authorized by all necessary limited liability company action of the Borrower and all corporate action of the Parent, and the Parent has the requisite power and authority to execute and deliver on behalf of itself and the Borrower this Amendment. Each of the Borrower and the Parent has the requisite power and authority to perform this Amendment and the Term Loan Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by the Borrower and the Parent and each of this Amendment and the Term Loan Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with their respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and (ii) the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.

(b)    Compliance with Laws, etc. The execution and delivery by the Borrower and the Parent of this Amendment and the performance by the Borrower and the Parent of this Amendment and the Term Loan Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise: (i) require any Governmental Approvals or violate any Applicable Laws (including all Environmental Laws) relating to the Parent, the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of the Parent, the Borrower or any other Loan Party, or any material indenture, agreement or other instrument to which the Parent, the Borrower or any other Loan Party is a party or by which it or any of its respective properties are bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Parent, the Borrower or any other Loan Party other than in favor of the Administrative Agent for its benefit and the benefit of the Lenders.

(c)    No Default. No Default or Event of Default has occurred and is continuing as of the date hereof, nor will exist immediately after giving effect to this Amendment.

Section 4. Reaffirmation of Representations by Borrower and Parent. The representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the date hereof except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Term Loan Agreement.

3

Section 5. Certain References. Each reference to the Term Loan Agreement in any of the Loan Documents shall be deemed to be a reference to the Term Loan Agreement as amended by this Amendment.

Section 6. Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable, documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

Section 7. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 9. Effect. Except as expressly herein amended, the terms and conditions of the Term Loan Agreement and the other Loan Documents remain in full force and effect. The amendments contained in Section 1 hereof shall be deemed to have prospective application only from the date this Amendment becomes effective. The Term Loan Agreement, as herein amended, is hereby ratified and confirmed in all respects. Nothing in this Amendment shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or the Lenders under the Term Loan Agreement, as herein amended, or any other Loan Document.

Section 10. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. Signatures hereto delivered by facsimile transmission, emailed .pdf file or other similar forms of electronic transmission shall be deemed original signatures, which hereby may be relied upon by all parties and shall be binding on the respective signor.

Section 11. Loan Documents. This Amendment and the executed Guarantor Acknowledgement substantially in the form attached hereto as Exhibit A shall be deemed to be “Loan Documents” for all purposes under the Term Loan Agreement and the other Loan Documents.

Section 12. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Term Loan Agreement, as amended by this Amendment.

[Signatures Commence on Next Page]

4

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to Term Loan Agreement to be executed as of the date first above written.

THE BORROWER:
BROADSTONE NET LEASE, LLC
By:	Broadstone Net Lease, Inc., Managing Member
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Financial Officer
THE PARENT:
BROADSTONE NET LEASE, INC.
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Financial Officer

[Signatures Continued on Next Page]

[Signature Page to Fourth Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

THE ADMINISTRATIVE AGENT AND THE LENDERS:
REGIONS BANK, as Administrative Agent and as a Lender
By:	/s/ C. Vincent Hughes Jr.
	Name:	C. Vincent Hughes Jr.
	Title:	Vice President

[Signatures Continued on Next Page]

[Signature Page to Fourth Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

WELLS FARGO BANK, NATIONAL ASSOCIATION,     as a Lender
By:	/s/ Matthew Ricketts
	Name:	Matthew Rickets
	Title:	Managing Director

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[Signature Page to Fourth Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

BANK OF MONTREAL, as a Lender
By:	/s/ Kevin Fennell
	Name:	Kevin Fennell
	Title:	Vice President

[Signatures Continued on Next Page]

[Signature Page to Fourth Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

SUNTRUST BANK, as a Lender
By:	/s/ Francine Glandt
	Name:	Francine Glandt
	Title:	Senior Vice President, REIT Group

[Signatures Continued on Next Page]

[Signature Page to Fourth Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

CITIZENS BANK N.A. f/n/a RBS CITIZENS, N.A., as a Lender
	By:	/s/ Brad Bindas
		Name:	Brad Bindas
		Title:	Senior Vice President

[Signature Page to Fourth Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

EXHIBIT A

FORM OF GUARANTOR ACKNOWLEDGEMENT

THIS GUARANTOR ACKNOWLEDGEMENT dated as of December 23, 2016 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of Regions Bank, as Administrative Agent (the “Administrative Agent”) and each “Lender” a party to the Term Loan Agreement referred to below (the “Lenders”).

WHEREAS, Broadstone Net Lease, LLC (the “Borrower”), Broadstone Net Lease, Inc. (the “Parent”), the Lenders, the Administrative Agent and certain other parties have entered into that certain Term Loan Agreement dated as of May 24, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”);

WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of May 24, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrower’s obligations under the Term Loan Agreement on the terms and conditions contained in the Guaranty;

WHEREAS, the Borrower, the Parent, the Administrative Agent and certain of the Lenders are to enter into the Fourth Amendment to Term Loan Agreement dated as of the date hereof (the “Fourth Amendment”), to amend the Term Loan Agreement on the terms and conditions contained therein; and

WHEREAS, it is a condition precedent to the effectiveness of the Fourth Amendment that the Guarantors execute and deliver this Acknowledgement.

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

Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by the Fourth Amendment, shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder.

Section 2. Governing Law. THIS ACKNOWLEDGEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 3. Counterparts. This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. Signatures hereto delivered by facsimile transmission, emailed .pdf file or other similar forms of electronic transmission shall be deemed original signatures, which hereby may be relied upon by all parties and shall be binding on the respective signor.

[Signatures on Next Page]

IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.

THE GUARANTORS:
BROADSTONE NET LEASE, INC.
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

[Signatures Continued on Next Page]

[Signature Page to Guarantor Acknowledgement for Second Amendment to Credit Agreement

for Broadstone Net Lease LLC]

BROADSTONE 2020EX TEXAS, LLC,            a New York limited liability company
BROADSTONE AI MICHIGAN, LLC,            a New York limited liability company
BROADSTONE APLB MINNESOTA, LLC,            a New York limited liability company
BROADSTONE APLB SARASOTA, LLC,            a New York limited liability company
BROADSTONE APLB VIRGINIA, LLC,            a New York limited liability company
BROADSTONE ASDCW TEXAS, LLC,            a New York limited liability company
BROADSTONE BFW MINNESOTA, LLC,            a New York limited liability company
BROADSTONE BK EMPORIA, LLC,            a New York limited liability company
BROADSTONE BK VIRGINIA, LLC,            a New York limited liability company
BROADSTONE BNR ARIZONA, LLC,            a New York limited liability company
BROADSTONE CABLE, LLC,            a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
	By:
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Financial Officer

[Signatures Continued on Next Page]

[Signature Page to Guarantor Acknowledgement for Fourth Amendment to Term Loan Agreement

for Broadstone Net Lease LLC]

BROADSTONE CFW TEXAS, LLC,            a New York limited liability company
BROADSTONE EA OHIO, LLC,            a New York limited liability company
BROADSTONE EO BIRMINGHAM I, LLC,            a New York limited liability company
BROADSTONE EO BIRMINGHAM II, LLC,            a New York limited liability company
BROADSTONE EWD ILLINOIS, LLC,            a New York limited liability company
BROADSTONE FDT WISCONSIN, LLC,            a New York limited liability company
BROADSTONE FILTER, LLC,            a New York limited liability company
BROADSTONE FMFP TEXAS B2, LLC,            a New York limited liability company
BROADSTONE FMFP TEXAS B3, LLC,            a New York limited liability company
BROADSTONE GCSC FLORIDA, LLC,            a New York limited liability company
BROADSTONE KNG OKLAHOMA, LLC,            a New York limited liability company
BROADSTONE LGC NORTHEAST, LLC,            a New York limited liability company
BROADSTONE MCW WISCONSIN, LLC,            a New York limited liability company
BROADSTONE MD OKLAHOMA, LLC,            a New York limited liability company
BROADSTONE MED FLORIDA, LLC,            a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
	By:
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Financial Officer

[Signatures Continued on Next Page]

[Signature Page to Guarantor Acknowledgement for Fourth Amendment to Term Loan Agreement

for Broadstone Net Lease LLC]

BROADSTONE NDC FAYETTEVILLE, LLC,            a New York limited liability company
BROADSTONE NI NORTH CAROLINA, LLC,            a New York limited liability company
BROADSTONE PCSC TEXAS, LLC,            a New York limited liability company
BROADSTONE PY CINCINNATI, LLC,            a New York limited liability company
BROADSTONE RM MISSOURI, LLC,            a New York limited liability company
BROADSTONE ROLLER, LLC,            a New York limited liability company
BROADSTONE SOE RALEIGH, LLC,            a New York limited liability company
BROADSTONE SNC OK TX, LLC,            a New York limited liability company
BROADSTONE TA TENNESSEE, LLC,            a New York limited liability company
BROADSTONE TB JACKSONVILLE, LLC,            a New York limited liability company
BROADSTONE TB SOUTHEAST, LLC,            a New York limited liability company
BROADSTONE TB TN, LLC,            a Delaware limited liability company
BROADSTONE TR FLORIDA, LLC,            a New York limited liability company
BROADSTONE IELC TEXAS, LLC,            a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
	By:
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Financial Officer

[Signatures Continued on Next Page]

[Signature Page to Guarantor Acknowledgement for Fourth Amendment to Term Loan Agreement

for Broadstone Net Lease LLC]

BROADSTONE WI ALABAMA, LLC,            a New York limited liability company
BROADSTONE WI APPALACHIA, LLC,            a New York limited liability company
BROADSTONE WI EAST, LLC,            a New York limited liability company
GRC LI TX, LLC,            a Delaware limited liability company
TB TAMPA REAL ESTATE, LLC,            a New York limited liability company
BROADSTONE SC ILLINOIS, LLC,            a New York limited liability company
BROADSTONE SNI EAST, LLC,            a New York limited liability company
BROADSTONE RA CALIFORNIA, LLC,            a New York limited liability company
BROADSTONE PC MICHIGAN, LLC,            a New York limited liability company
BROADSTONE DHCP VA AL, LLC,            a New York limited liability company
BROADSTONE GC KENTUCKY, LLC,            a New York limited liability company
BROADSTONE WI GREAT PLAINS, LLC,            a New York limited liability company
BROADSTONE SNI GREENWICH, LLC,            a New York limited liability company
BROADSTONE BW TEXAS, LLC,            a New York limited liability company
BROADSTONE SF MINNESOTA, LLC,            a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By: Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
	By:
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Financial Officer

[Signatures Continued on Next Page]

[Signature Page to Guarantor Acknowledgement for Fourth Amendment to Term Loan Agreement

for Broadstone Net Lease LLC]

BROADSTONE BEC TEXAS, LLC,             a New York limited liability company
BROADSTONE OP OHIO, LLC,             a New York limited liability company
BROADSTONE IS HOUSTON, LLC,             a New York limited liability company
BROADSTONE SPS UTAH, LLC,             a New York limited liability company
BROADSTONE NSC TEXAS, LLC,             a New York limited liability company
BROADSTONE HLC MIDWEST, LLC,             a New York limited liability company
BROADSTONE PP ARKANSAS, LLC,             a New York limited liability company
BROADSTONE BT SOUTH, LLC,             a New York limited liability company
BROADSTONE MHH MICHIGAN, LLC,             a New York limited liability company
BROADSTONE PEARL, LLC,             a New York limited liability company
BROADSTONE APLB SC, LLC,             a New York limited liability company
BROADSTONE APLB UTAH, LLC,             a New York limited liability company
BROADSTONE BFC MARYLAND, LLC,             a New York limited liability company
BROADSTONE AC WISCONSIN, LLC,             a New York limited liability company
BROADSTONE STI MINNESOTA, LLC,             a New York limited liability company
BROADSTONE APM FLORIDA, LLC,             a New York limited liability company
BROADSTONE MFEC FLORIDA, LLC,             a New York limited liability company
By: Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

[Signatures Continued on Next Page]

[Signature Page to Guarantor Acknowledgement for Fourth Amendment to Term Loan Agreement

for Broadstone Net Lease LLC]

BROADSTONE TB NORTHWEST, LLC,             a New York limited liability company
NWR REALTY LLC,             a Washington limited liability company
BROADSTONE CI WEST, LLC,             a New York limited liability company
BROADSTONE CC PORTFOLIO, LLC,             a New York limited liability company
BROADSTONE BEF PORTFOLIO, LLC,             a New York limited liability company
BROADSTONE BW ARKANSAS, LLC,             a New York limited liability company
BROADSTONE BW WINGS SOUTH, LLC,             a New York limited liability company
BROADSTONE FHS TEXAS, LLC,             a New York limited liability company
BROADSTONE JFR PORTFOLIO, LLC,             a New York limited liability company
BROADSTONE KINSTON, LLC,             a New York limited liability company
BROADSTONE ASH ARKANSAS, LLC,             a New York limited liability company
BROADSTONE APLB WISCONSIN, LLC,             a New York limited liability company
BROADSTONE RL PORTFOLIO, LLC,             a New York limited liability company
BROADSTONE BW APPALACHIA, LLC,             a New York limited liability company
BROADSTONE FC PORTAGE, LLC,             a New York limited liability company
BROADSTONE MV PORTFOLIO, LLC,             a New York limited liability company
BROADSTONE NIC PENNSYLVANIA, LLC,             a New York limited liability company
By: Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

[Signatures Continued on Next Page]

[Signature Page to Guarantor Acknowledgement for Fourth Amendment to Term Loan Agreement

for Broadstone Net Lease LLC]

BROADSTONE PEARL VIRGINIA, LLC             a New York limited liability company
BROADSTONE RCS TEXAS, LLC             a New York limited liability company
BROADSTONE RTC PORTFOLIO, LLC             a New York limited liability company
BROADSTONE SSH CALIFORNIA, LLC             a New York limited liability company
BROADSTONE TB OZARKS, LLC             a New York limited liability company
BROADSTONE FP, LLC             a New York limited liability company
BROADSTONE BB PORTFOLIO, LLC             a New York limited liability company
BROADSTONE CHR ILLINOIS, LLC             a New York limited liability company
BROADSTONE RENAL TENNESSEE, LLC             a New York limited liability company
BROADSTONE PEARL FL TX, LLC             a New York limited liability company
BROADSTONE STS CALIFORNIA, LLC             a New York limited liability company
BROADSTONE TS PORTFOLIO, LLC             a New York limited liability company
By: Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

[Signature Page to Guarantor Acknowledgement for Fourth Amendment to Term Loan Agreement

for Broadstone Net Lease LLC]

EX-10.17

Execution Version

EXHIBIT 10.17

TERM LOAN AGREEMENT

Dated as of November 6, 2015

by and among

BROADSTONE NET LEASE, LLC,

as Borrower,

BROADSTONE NET LEASE, INC.

as Parent,

THE FINANCIAL INSTITUTIONS PARTY HERETO

AND THEIR ASSIGNEES UNDER SECTION 13.6.,

as Lenders,

and

SUNTRUST BANK,

as Administrative Agent

SUNTRUST ROBINSON HUMPHREY, INC.,

J.P. MORGAN SECURITIES LLC

and

MANUFACTURERS AND TRADERS TRUST COMPANY,

as joint Lead Arrangers,

JPMORGAN CHASE BANK, N.A.,

and

MANUFACTURERS AND TRADERS TRUST COMPANY,

as co-Syndication Agents

and

CAPITAL ONE, NATIONAL ASSOCIATION,

KEYBANK NATIONAL ASSOCIATION

and

PNC BANK, NATIONAL ASSOCIATION,

as co-Documentation Agents

TABLE OF CONTENTS

Article I. Definitions			1
	Section 1.1.	Definitions.	1
	Section 1.2.	General; References to Eastern Time.	26
	Section 1.3.	Financial Attributes of Non-Wholly Owned Subsidiaries.	27
Article II. Credit Facility			27
	Section 2.1.	[Intentionally Omitted].	27
	Section 2.2.	Term Loans.	27
	Section 2.3.	[Intentionally Omitted].	28
	Section 2.4.	Rates and Payment of Interest on Loans.	28
	Section 2.5.	Number of Interest Periods.	29
	Section 2.6.	Repayment of Loans.	29
	Section 2.7.	Prepayments.	29
	Section 2.8.	Continuation.	29
	Section 2.9.	Conversion.	30
	Section 2.10.	Notes.	30
	Section 2.11.	[Intentionally Omitted].	31
	Section 2.12.	Extension of Termination Date.	31
	Section 2.13.	[Intentionally Omitted].	31
	Section 2.14.	Additional Loans.	31
Article III. Payments, Fees and Other General Provisions			32
	Section 3.1.	Payments.	32
	Section 3.2.	Pro Rata Treatment.	33
	Section 3.3.	Sharing of Payments, Etc.	33
	Section 3.4.	Several Obligations.	34
	Section 3.5.	Fees.	34
	Section 3.6.	Computations.	34
	Section 3.7.	Usury.	35
	Section 3.8.	Statements of Account.	35
	Section 3.9.	Defaulting Lenders.	35
	Section 3.10.	Taxes; Foreign Lenders.	37
Article IV. Borrowing Base Properties			38
	Section 4.1.	Eligibility of Properties.	38
	Section 4.2.	Release of Properties.	40
	Section 4.3.	Frequency of Calculations of Borrowing Base.	41
Article V. Yield Protection, Etc.			41
	Section 5.1.	Additional Costs; Capital Adequacy.	41
	Section 5.2.	Suspension of LIBOR Loans.	43
	Section 5.3.	Illegality.	43
	Section 5.4.	Compensation.	43
	Section 5.5.	Treatment of Affected Loans.	44
	Section 5.6.	Affected Lenders.	44
	Section 5.7.	Change of Lending Office.	45
	Section 5.8.	Assumptions Concerning Funding of LIBOR Loans.	45
Article VI. Conditions Precedent			45
	Section 6.1.	Initial Conditions Precedent.	45
	Section 6.2.	Conditions Precedent to All Credit Events.	47

- i -

Article VII. Representations and Warranties			48
	Section 7.1.	Representations and Warranties.	48
	Section 7.2.	Survival of Representations and Warranties, Etc.	54
Article VIII. Affirmative Covenants			55
	Section 8.1.	Preservation of Existence and Similar Matters.	55
	Section 8.2.	Compliance with Applicable Law.	55
	Section 8.3.	Maintenance of Property.	55
	Section 8.4.	Conduct of Business.	55
	Section 8.5.	Insurance.	55
	Section 8.6.	Payment of Taxes and Claims.	56
	Section 8.7.	Books and Records; Inspections.	56
	Section 8.8.	Use of Proceeds.	56
	Section 8.9.	Environmental Matters.	57
	Section 8.10.	Further Assurances.	57
	Section 8.11.	Material Contracts.	57
	Section 8.12.	Additional Guarantors.	57
	Section 8.13.	REIT Status.	58
Article IX. Information			58
	Section 9.1.	Quarterly Financial Statements.	58
	Section 9.2.	Year-End Statements.	59
	Section 9.3.	Compliance Certificate.	59
	Section 9.4.	Other Information.	59
	Section 9.5.	Electronic Delivery of Certain Information.	61
	Section 9.6.	USA Patriot Act Notice; Compliance.	62
Article X. Negative Covenants			62
	Section 10.1.	Financial Covenants.	62
	Section 10.2.	Negative Pledge.	64
	Section 10.3.	Restrictions on Intercompany Transfers.	64
	Section 10.4.	Merger, Consolidation, Sales of Assets and Other Arrangements.	65
	Section 10.5.	Plans.	65
	Section 10.6.	Fiscal Year.	66
	Section 10.7.	Modifications of Organizational Documents and Material Contracts.	66
	Section 10.8.	Transactions with Affiliates.	66
	Section 10.9.	Environmental Matters.	66
	Section 10.10.	Derivatives Contracts.	66
Article XI. Default			67
	Section 11.1.	Events of Default.	67
	Section 11.2.	Remedies Upon Event of Default.	70
	Section 11.3.	Remedies Upon Default.	71
	Section 11.4.	Marshaling; Payments Set Aside.	71
	Section 11.5.	Allocation of Proceeds.	71
	Section 11.6.	[Intentionally Omitted].	72
	Section 11.7.	Performance by Administrative Agent.	72
	Section 11.8.	Rights Cumulative.	72
Article XII. The Administrative Agent			73
	Section 12.1.	Appointment and Authorization.	73
	Section 12.2.	SunTrust as Lender.	74
	Section 12.3.	Reserved.	74

- ii -

	Section 12.4.	Notice of Events of Default.	74
	Section 12.5.	Administrative Agent’s Reliance.	74
	Section 12.6.	Indemnification of Administrative Agent.	75
	Section 12.7.	Lender Credit Decision, Etc.	76
	Section 12.8.	Successor Administrative Agent.	76
Article XIII. Miscellaneous			77
	Section 13.1.	Notices.	77
	Section 13.2.	Expenses.	78
	Section 13.3.	Stamp, Intangible and Recording Taxes.	79
	Section 13.4.	Setoff.	79
	Section 13.5.	Litigation; Jurisdiction; Other Matters; Waivers.	79
	Section 13.6.	Successors and Assigns.	80
	Section 13.7.	Amendments and Waivers.	84
	Section 13.8.	Nonliability of Administrative Agent and Lenders.	85
	Section 13.9.	Confidentiality.	86
	Section 13.10.	Indemnification.	87
	Section 13.11.	Termination; Survival.	89
	Section 13.12.	Severability of Provisions.	89
	Section 13.13.	GOVERNING LAW.	89
	Section 13.14.	Counterparts.	89
	Section 13.15.	Obligations with Respect to Loan Parties and Subsidiaries.	89
	Section 13.16.	Independence of Covenants.	89
	Section 13.17.	Limitation of Liability.	90
	Section 13.18.	Entire Agreement.	90
	Section 13.19.	Construction.	90
	Section 13.20.	Headings.	90

SCHEDULE I	Commitments
SCHEDULE 1.1.	List of Loan Parties
SCHEDULE 4.1.	Initial Borrowing Base Properties and Unencumbered Mortgage Receivables
SCHEDULE 7.1.(b)	Ownership Structure
SCHEDULE 7.1.(f)	Properties
SCHEDULE 7.1.(g)	Indebtedness and Guaranties
SCHEDULE 7.1.(h)	Material Contracts
SCHEDULE 7.1.(i)	Litigation
SCHEDULE 7.1.(r)	Affiliate Transactions
EXHIBIT A	Form of Assignment and Assumption Agreement
EXHIBIT B	Form of Borrowing Base Certificate
EXHIBIT C	Form of Guaranty
EXHIBIT D	Form of Notice of Continuation
EXHIBIT E	Form of Notice of Conversion
EXHIBIT F	Form of Term Note
EXHIBIT G	Form of Compliance Certificate
EXHIBIT H	Form of Notice of Term Loan Borrowing

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THIS TERM LOAN AGREEMENT (this “Agreement”) dated as of November 6, 2015 by and among BROADSTONE NET LEASE, LLC, a limited liability company formed under the laws of the State of New York (the “Borrower”), BROADSTONE NET LEASE, INC., a corporation formed under the laws of the State of Maryland (the “Parent”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6. (the “Lenders”) and SUNTRUST BANK, as Administrative Agent (together with its successors and assigns, the “Administrative Agent”), with SUNTRUST ROBINSON HUMPHREY, INC., J.P. MORGAN SECURITIES LLC and MANUFACTURERS AND TRADERS TRUST COMPANY, as joint Lead Arrangers (each a “Joint Lead Arranger”), JPMORGAN CHASE BANK, N.A. and MANUFACTURERS AND TRADERS TRUST COMPANY, as co-Syndication Agents, and CAPITAL ONE, NATIONAL ASSOCIATION, KEYBANK NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as co-Documentation Agents.

WHEREAS, the Lenders desire to make available to the Borrower a term loan facility in an initial amount of $375,000,000 on the terms and conditions contained herein.

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

ARTICLE I. DEFINITIONS

Section 1.1. Definitions.

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

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

“Additional Costs” has the meaning given that term in Section 5.1. (b).

“Adjusted EBITDA” means, for any given period, (a) EBITDA of the Parent and its Subsidiaries determined on a consolidated basis for such period, minus (b) Reserves for Replacements in respect of Properties that are subject to a Tenant Lease that is not a Triple Net Lease.

“Adjusted LIBOR” means, with respect to each Interest Period for a LIBOR Loan, the rate per annum obtained by dividing (a) LIBOR for such Interest Period, by (b) an amount equal to (i) one, minus (ii) the Applicable Reserve Requirement.

“Administrative Agent” means SunTrust Bank, or any successor Administrative Agent appointed pursuant to Section 12.8.

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

“Affected Lender” has the meaning given that term in Section 5.6.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. In no event shall the Administrative Agent or any Lender be deemed to be an Affiliate of the Borrower.

“Agreement” has the meaning set forth in the introductory paragraph hereof.

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

“Anti-Corruption Laws” means all Applicable Laws of any jurisdiction concerning or relating to bribery, corruption or money laundering, including without limitation, the Foreign Corrupt Practices Act of 1977, as amended.

“Anti-Terrorism Laws” has the meaning given that term in Section 7.1.(aa).

“Applicable Law” means all applicable international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, executive orders, and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Applicable Margin” means:

(a) Prior to the Investment Grade Rating Date, the percentage rate set forth below corresponding to the ratio of Total Outstanding Indebtedness to Total Market Value as determined in accordance with Section 10.1.(a):

Level	Ratio of Total Outstanding Indebtedness to Total Market Value	Applicable Margin for LIBOR Loans			Applicable Margin for all Base Rate Loans
1	Less than or equal to 0.45 to 1.00		1.650	%		0.650	%
2	Greater than 0.45 to 1.00 but less than or equal to 0.50 to 1.00		1.800	%		0.800	%
3	Greater than 0.50 to 1.00 but less than or equal to 0.55 to 1.00		1.950	%		0.950	%
4	Greater than 0.55 to 1.00		2.150	%		1.150	%

The Applicable Margin for Loans shall be determined by the Administrative Agent from time to time, based on the ratio of Total Outstanding Indebtedness to Total Market Value as set forth in the Compliance Certificate most recently delivered by the Borrower pursuant to Section 9.3. Any adjustment to the Applicable Margin shall be effective as of the first day of the calendar month immediately following the month during which the Borrower delivers to the Administrative Agent the applicable Compliance Certificate pursuant to Section 9.3. If the Borrower fails to deliver a Compliance Certificate pursuant to Section 9.3., the Applicable Margin shall equal the percentages corresponding to Level 4 until the first day of the calendar month immediately following the month that the required Compliance Certificate is

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delivered. Subject to the immediately preceding sentence, for the period from the Effective Date through but excluding the first day of the calendar month immediately following the month during which the Borrower delivers to the Administrative Agent the applicable Compliance Certificate pursuant to Section 9.3., the Applicable Margin shall be determined based on Level 1. Thereafter, such Applicable Margin shall be adjusted from time to time as set forth in this definition. The provisions of this definition shall be subject to Section 2.4.(c).

(b) On, and at all times after, the Investment Grade Rating Date, the percentage rate set forth in the table below corresponding to the level (each a “Level”) into which the Borrower’s Credit Rating then falls. Any change in the Borrower’s Credit Rating which would cause it to move to a different Level shall be effective as of the first day of the first calendar month immediately following receipt by the Administrative Agent of written notice delivered by the Borrower in accordance with Section 9.4.(q) that the Borrower’s Credit Rating has changed; provided, however, if the Borrower has not delivered the notice required by such Section but the Administrative Agent becomes aware that the Borrower’s Credit Rating has changed, then the Administrative Agent may, in its sole discretion, adjust the Level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware that the Borrower’s Credit Rating has changed. During any period that the Borrower has received two Credit Ratings that are not equivalent, the Applicable Margin shall be determined based on the higher of such Credit Ratings. During any period that the Borrower has received a Credit Rating from only one Rating Agency, then the Applicable Margin shall be based upon such Credit Rating (with Level 1 being the highest and Level 4 being the lowest). During any period after the Investment Grade Rating Date that the Borrower has not received a Credit Rating from either Rating Agency, the Applicable Margin shall be determined based on Level 4. The provisions of this clause shall be subject to Section 2.4.(c).

Level	Borrower’s Credit Rating (S&P/Moody’s)	Applicable Margin for LIBOR Loans			Applicable Margin for all Base Rate Loans
1	A3/A-		0.900	%		0.000	%
2	Baa1/BBB+		0.950	%		0.000	%
3	Baa2/BBB		1.100	%		0.100	%
4	Baa3/BBB-		1.400	%		0.400	%
5	< Baa3/BBB-		1.750	%		0.750	%

“Applicable Mortgage Constant” means the mortgage constant for a 30-year loan bearing interest at a per annum rate equal to the greater of (a) the yield on a 10-year United States Treasury Note (as determined by the Administrative Agent) plus 2.50% and (b) 6.75%.

“Applicable Reserve Requirement” means, at any time, for any LIBOR Loan, the then stated maximum rate of all reserve requirements (including any marginal, emergency, supplemental, special or other reserves and without benefit of credits for proration, exceptions or offsets that may be available from time to time) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D) of the Board of Governors of the Federal Reserve System.

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

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

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“Availability Period” means the period commencing on the Effective Date and ending on the Availability Termination Date.

“Availability Termination Date” means the first to occur of (a) November 6, 2016; (b) the date on which the Term Loan Commitments have been fully utilized; and (c) the date on which the Term Loan Commitments are terminated or reduced to zero in accordance with this Agreement.

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

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate in effect for such day plus 1/2 of 1%, (b) the Prime Rate in effect for such day and (c) Adjusted LIBOR on such day for an Interest Period of one (1) month plus 1.00% (or, if such day is not a Business Day, the immediately preceding Business Day). Any change in the Base Rate due to a change in Federal Funds Rate or the Prime Rate shall be effective on the effective date of such change in the Federal Funds Rate or the Prime Rate, respectively.

“Base Rate Loan” means any portion of a Loan bearing interest at a rate based on the Base Rate.

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

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

“Borrower Information” has the meaning given that term in Section 2.4.(c).

“Borrowing Base” means, at any time of determination, 60.0% of the sum of (i) the aggregate amount of the Unencumbered Eligible Property Values for all Borrowing Base Properties at such time plus (ii) the amount of Unencumbered Mortgage Receivables plus (iii) the amount of Unencumbered Cash; provided, however, that:

(a) to the extent the amount of the Borrowing Base attributable to Borrowing Base Properties leased to a single tenant or a single group of affiliated tenants would exceed the applicable Tenant Percentage Limitation of the Borrowing Base, such excess shall be excluded;

(b) to the extent the amount of the Borrowing Base attributable to Borrowing Base Properties located in the same Metropolitan Statistical Area would exceed the applicable Geographical Percentage Limitation of the Borrowing Base, such excess shall be excluded;

(c) to the extent the amount of the Borrowing Base attributable to Borrowing Base Properties located in the same State or in the District of Columbia would exceed the applicable Geographical Percentage Limitation of the Borrowing Base, such excess shall be excluded;

(d) to the extent the amount of the Borrowing Base attributable to Borrowing Base Properties that are used for the same use as convenience stores, restaurants, medical offices, retail, industrial or specialty office would exceed 50.0% of the Borrowing Base, such excess shall be excluded;

(e) to the extent the amount of the Borrowing Base attributable to Borrowing Base Properties that are unoccupied would exceed 5.0% of the Borrowing Base, such excess shall be excluded;

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(f) in the case of an Unencumbered Mortgage Receivable, if the amount of Indebtedness secured by the Lien securing such Unencumbered Mortgage Receivable exceeds 65.0% of the Value of the property encumbered by such Lien, then the amount of the Borrowing Base attributable to such Unencumbered Mortgage Receivable shall be limited to 65.0% of the Value of such property; for purposes of this clause (f), the term “Value” means, with respect to a property encumbered by a Lien securing an Unencumbered Mortgage Receivable, the lesser of (i) the appraised value of such property or (ii) the Net Operating Income of such property for the period of four consecutive fiscal quarters most recently ended (or such shorter period as may be reasonably acceptable to the Administrative Agent) divided by the Capitalization Rate; and

(g) to the extent the amount of the Borrowing Base attributable to either Unencumbered Mortgage Receivables or Unencumbered Cash would exceed 10% of the Borrowing Base, such excess shall be excluded.

“Borrowing Base Asset” means a Borrowing Base Property, an Unencumbered Mortgage Receivable or Unencumbered Cash.

“Borrowing Base Certificate” means a report in substantially the form of Exhibit B, certified by a Financial Officer of the Parent, setting forth the calculations required to establish the Unencumbered Eligible Property Value for each Borrowing Base Property and the Maximum Availability, and the amount of Unencumbered Mortgage Receivables and Unencumbered Cash, all as of a specified date, all in form and detail reasonably satisfactory to the Administrative Agent.

“Borrowing Base Property” means a Property owned by the Borrower or a Guarantor that is to be included in calculations of the Borrowing Base and the Net Operating Income of which is to be included in calculations of Unencumbered Eligible Property Value, pursuant to Section 4.1.; provided that, a Property shall not be included as a Borrowing Base Property if any Tenant Lease in respect of such Property shall cause the weighted average remaining term of all Tenant Leases in respect of all Borrowing Base Properties (weighted by Net Operating Income for the fiscal quarter most recently ended) to be less than 8 years. If at any time (i) a Property included as a Borrowing Base Property under Section 4.1(a) or (b) ceases to be an Eligible Property, (ii) a Property included as a Borrowing Base Property under Section 4.1(c) ceases to be an Eligible Property for any reason other than the Nonconforming Features (to the same extent and in the same manner (other than immaterial deviations therefrom) as such Nonconforming Features existed at the time of approval of such Property pursuant to Section 4.1(c)), or (iii) a Tenant Lease on such Property would cause the weighted average remaining term of all Tenant Leases in respect of all Borrowing Base Properties (weighted by Net Operating Income for the fiscal quarter most recently ended) to be less than 8 years, then such Property shall be excluded from determinations of the Borrowing Base and all Net Operating Income from such Property shall be excluded from calculations of Unencumbered Eligible Property Value.

“Business Day” means (a) a day of the week (but not a Saturday, Sunday or holiday) on which the offices of the Administrative Agent in Atlanta, Georgia are open to the public for carrying on substantially all of the Administrative Agent’s business functions, and (b) if such day relates to a LIBOR Loan, any such day that is also a day on which dealings in Dollars are carried on in the London interbank market. Unless specifically referenced in this Agreement as a Business Day, all references to “days” shall be to calendar days.

“Capitalization Rate” means 7.75%.

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“Capitalized Lease Obligation” means obligations under a lease (to pay rent or other amounts under any lease or other arrangement conveying the right to use property) that are required to be capitalized for financial reporting purposes in accordance with GAAP. The amount of a Capitalized Lease Obligation is the capitalized amount of such obligation as would be required to be reflected on a balance sheet of the applicable Person prepared in accordance with GAAP as of the applicable date.

“Compliance Certificate” has the meaning given that term in Section 9.3.

“Consolidated Tangible Assets” means, at any time of determination, the total assets of the Parent and its Subsidiaries (excluding (i) any assets that would be classified as “intangible assets” under GAAP and (ii) depreciation and amortization) on a consolidated basis as of the end of the most recent fiscal quarter for which financial statements of the Parent are available, less all write-ups subsequent to the Effective Date in the book value of any asset.

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

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

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

“Credit Event” means any of the following: (a) the making of any Loan, (b) the Conversion of a Base Rate Loan into a LIBOR Loan and (c) the Continuation of a LIBOR Loan.

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

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

“Default” means any of the events specified in Section 11.1., whether or not there has been satisfied any requirement for the giving of notice, the lapse of time, or both.

“Defaulting Lender” means, subject to Section 3.9.(f), any Lender that (a) has failed to (i) fund all or any portion of a Loan to be made by it within 2 Business Days of the date such Loan was required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within 2 Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund its Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within 3 Business Days after written request by the

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Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.9.(f)) upon delivery of written notice of such determination to the Borrower and each Lender.

“Derivatives Contract” means (a) any transaction (including any master agreement, confirmation or other agreement with respect to any such transaction) now existing or hereafter entered into by the Borrower or any of its Subsidiaries (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) above that is currently, or in the future becomes, recurrently entered into in the financial markets (including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made, and (b) any combination of these transactions.

“Derivatives Termination Value” means, in respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement or provision relating thereto, (a) for any date on or after the date such Derivatives Contracts have been terminated or closed out, the termination amount or value determined in accordance therewith, and (b) for any date prior to the date such Derivatives Contracts have been terminated or closed out, the then-current mark-to-market value for such Derivatives Contracts, determined based upon one or more mid-market quotations or estimates provided by any recognized dealer in Derivatives Contracts (which may include the Administrative Agent, any Lender, or any Affiliate of any of them).

“Development Property” means a Property currently under development that has not achieved an Occupancy Rate of 80.0% or more or, subject to the last sentence of this definition, on which the improvements (other than tenant improvements on unoccupied space) related to the development have not been completed. The term “Development Property” shall include real property of the type described in the immediately preceding sentence that satisfies both of the following conditions: (i) it is to be (but has not yet been) acquired by the Borrower, any Subsidiary or any Unconsolidated Affiliate upon completion of construction pursuant to a contract in which the seller of such real property is required to develop or

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renovate prior to, and as a condition precedent to, such acquisition and (ii) a third party is developing such property using the proceeds of a loan that is Guaranteed by, or is otherwise recourse to, the Borrower, any Subsidiary or any Unconsolidated Affiliate. A Development Property on which all improvements (other than tenant improvements on unoccupied space) related to the development of such Property have been completed for at least 12 months shall cease to constitute a Development Property notwithstanding the fact that such Property has not achieved an Occupancy Rate of at least 80.0%.

“Dissenting Lender” has the meaning given that term in Section 13.7.(d).

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

“EBITDA” means, with respect to a Person for any period and without duplication, the sum of (a) net income (loss) of such Person for such period determined on a consolidated basis excluding the following (but only to the extent included in determining net income (loss) for such period): (i) depreciation and amortization; (ii) Interest Expense; (iii) income tax expense and franchise tax expense; (iv) extraordinary or nonrecurring items, including without limitation, gains and losses from the sale of operating Properties (but not from the sale of Properties developed for the purpose of sale); (v) equity in net income (loss) of its Unconsolidated Affiliates; and (vi) non-cash expenses related to mark to market exposure under Derivatives Contracts; plus (b) such Person’s Ownership Share of EBITDA of its Unconsolidated Affiliates. EBITDA shall be adjusted to remove any impact from straight line rent leveling adjustments required under GAAP and amortization of intangibles pursuant to FASB ASC 805. For purposes of this definition, nonrecurring items shall be deemed to include (x) gains and losses on early extinguishment of Indebtedness, (y) non-cash severance and other non-cash restructuring charges and (z) transaction costs of acquisitions not permitted to be capitalized pursuant to GAAP.

“Effective Date” means the later of (a) the Agreement Date and (b) the date on which all of the conditions precedent set forth in Section 6.1. shall have been fulfilled or waived by all of the Lenders.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than a natural person) approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include (i) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (ii) any Defaulting Lender or any of its Subsidiaries, or any Person who upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii).

“Eligible Property” means a Property which satisfies all of the following requirements as confirmed by the Administrative Agent: (a) such Property is owned in fee simple, or leased under a Ground Lease, by the Borrower or a Wholly Owned Subsidiary of the Borrower; (b) such Property is located in a State of the contiguous United States of America, in the District of Columbia or in the States of Hawaii or Alaska; (c) regardless of whether such Property is owned by the Borrower or a Subsidiary of the Borrower, the Borrower has the right directly, or indirectly through a Subsidiary of the Borrower, to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on such Property as security for Indebtedness of the Borrower or such Subsidiary, as applicable, and (ii) to sell, transfer or otherwise dispose of such Property; (d) no tenant of such Property is (i) subject to any proceeding under Debtor Relief Laws or (ii) more than 60 days past due on any rental obligation to the Borrower or any of its Subsidiaries in respect of such Property; (e) all Tenant Leases in respect of such Property are Triple Net Leases; (f) such Property is not a Development Property and has been developed for office, including medical office, retail or industrial use; (g) neither such Property, nor if such Property is owned by a Wholly Owned Subsidiary of the Borrower, any of the Borrower’s direct or indirect ownership interest in such Wholly Owned Subsidiary, is subject to (i) any Lien other than Permitted Liens or (ii) any Negative Pledge not permitted under Section 10.2.(a)(ii); and (h) such Property is free of all

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structural defects, title defects, environmental conditions or other adverse matters except for defects, conditions or matters which are not individually or collectively material to the profitable operation of such Property.

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

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

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

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

“ERISA Event” means, with respect to the ERISA Group, (a) any “reportable event” as defined in Section 4043 of ERISA with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the withdrawal of a member of the ERISA Group from a Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the incurrence by a member of the ERISA Group of any liability with respect to the withdrawal or partial withdrawal from any Multiemployer Plan; (d) the incurrence by any member of the ERISA Group of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (e) the institution of proceedings to terminate a Plan or Multiemployer Plan by the PBGC; (f) the failure by any member of the ERISA Group to make when due required contributions to a Multiemployer Plan or Plan unless such failure is cured within 30 days or the filing pursuant to Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard; (g) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan or the imposition of liability under Section 4069 or 4212(c) of ERISA; (h) the receipt by any member of the ERISA Group of any notice or the receipt by any Multiemployer Plan from any member of the ERISA Group of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent (within the meaning of

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Section 4245 of ERISA), in reorganization (within the meaning of Section 4241 of ERISA), or in “critical” status (within the meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA); (i) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any member of the ERISA Group or the imposition of any Lien in favor of the PBGC under Title IV of ERISA; or (j) a determination that a Plan is, or is reasonably expected to be, in “at risk” status (within the meaning of Section 430 of the Internal Revenue Code or Section 303 of ERISA).

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

“Event of Default” means any of the events specified in Section 11.1., provided that any requirement for notice or lapse of time or any other condition has been satisfied.

“Exchange Act” has the meaning given that term in Section 11.1.(l)(i).

“Excluded Subsidiary” means any Subsidiary (a) holding title to assets that are or are to become collateral for any Secured Indebtedness that is Nonrecourse Indebtedness of such Subsidiary and (b) that is prohibited from Guarantying the Indebtedness of any other Person pursuant to (i) any document, instrument, or agreement evidencing such Secured Indebtedness or (ii) a provision of such Subsidiary’s organizational documents which provision was included in such Subsidiary’s organizational documents as a condition to the extension of such Secured Indebtedness.

“Existing Credit Agreements” means (a) that certain Credit Agreement dated as of October 2, 2012 by and among the Parent, the Borrower, the financial institutions party thereto, Manufacturers and Traders Trust Company, as the administrative agent, and the other parties thereto, as the same may be amended, extended, supplemented, restated, refinanced or replaced in writing from time to time, so long as it contains restrictions on encumbering assets and other material actions of the Loan Parties that are no more restrictive than those restrictions contained in the Loan Documents and (b) that certain Term Loan Agreement dated as of May 24, 2013, by and among the Borrower, the Parent, each of the financial institutions party thereto, Regions Bank, as Administrative Agent, and the other parties thereto, as the same may be amended, extended, supplemented, restated, refinanced or replaced in writing from time to time, so long as it contains restrictions on encumbering assets and other material actions of the Loan Parties that are no more restrictive than those restrictions contained in the Loan Documents.

“Extension Request” has the meaning given that term in Section 2.12.

“FACTA” has the meaning given that term in Section 3.10.

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

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

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“Federal Funds Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with member banks of the Federal Reserve System arranged by Federal funds brokers, as published by the Federal Reserve Bank of New York on the next succeeding Business Day or, if such rate is not so published for any Business Day, the Federal Funds Rate for such day shall be the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent.

“Fee Letters” means the SunTrust Fee Letter, the JPMorgan Fee Letter and the M&T Fee Letter.

“Fees” means the fees and commissions provided for or referred to in Section 3.5. and any other fees payable by the Borrower hereunder or under any other Loan Document or under the Fee Letters.

“Financial Officer” means with respect to the Parent, the Borrower or any Subsidiary, the chief executive officer, the chief financial officer, the chief accounting officer, the chief operating officer, if any, and the vice president of finance of the Parent, the Borrower or such Subsidiary.

“Fixed Charges” means, with respect to a Person and for a given period, the sum, without duplication, of (a) the Interest Expense of such Person for such period, plus (b) the aggregate of all scheduled principal payments on Indebtedness made by such Person (including the Ownership Shares of such payments made by any Unconsolidated Affiliate of such Person) during such period (excluding balloon, bullet or similar payments of principal due upon the stated maturity of Indebtedness), plus (c) the aggregate of all Preferred Dividends paid or accrued by such Person (including the Ownership Share of such dividends paid or accrued by any Unconsolidated Affiliate of such Person) on any Preferred Equity during such period.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

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

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

“Geographical Percentage Limitation” means 25.0%.

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

“Governmental Authority” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, judicial,

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administrative, public or statutory instrumentality, authority, body, agency, bureau, commission, board, department or other entity (including, without limitation, the Federal Deposit Insurance Corporation, the Comptroller of the Currency or the Federal Reserve Board, any central bank, any supra-national bodies such as the European Union or the European Central Bank, or any comparable authority) or any arbitrator with authority to bind a party at law.

“Ground Lease” means a ground lease containing the following terms and conditions: (a) a remaining term (exclusive of any unexercised extension options) of 40 years or more from the Agreement Date; (b) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor; (c) the obligation of the lessor to give the holder of any mortgage Lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosures, and fails to do so; (d) reasonable transferability of the lessee’s interest under such lease, including ability to sublease; and (e) such other rights customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease.

“Guarantor” means any Person that is a party to the Guaranty as a “Guarantor” and shall in any event include the Parent.

“Guaranty”, “Guaranteed” or to “Guarantee” as applied to any obligation means and includes: (a) a guaranty (other than by endorsement of negotiable instruments for collection in the ordinary course of business), directly or indirectly, in any manner, of any part or all of such obligation, or (b) an agreement, direct or indirect, contingent or otherwise, and whether or not constituting a guaranty, the practical effect of which is to assure the payment or performance (or payment of damages in the event of nonperformance) of any part or all of such obligation whether by: (i) the purchase of securities or obligations, (ii) the purchase, sale or lease (as lessee or lessor) of property or the purchase or sale of services primarily for the purpose of enabling the obligor with respect to such obligation to make any payment or performance (or payment of damages in the event of nonperformance) of or on account of any part or all of such obligation, or to assure the owner of such obligation against loss, (iii) the supplying of funds to or in any other manner investing in the obligor with respect to such obligation, (iv) repayment of amounts drawn down by beneficiaries of letters of credit, or (v) the supplying of funds to or investing in a Person on account of all or any part of such Person’s obligation under a Guaranty of any obligation or indemnifying or holding harmless, in any way, such Person against any part or all of such obligation. As the context requires, “Guaranty” shall also mean the guaranty executed and delivered pursuant to Section 6.1. and substantially in the form of Exhibit C.

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

“Indebtedness” means, with respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all obligations of such Person in respect of money borrowed or for the deferred purchase price of property or services (excluding trade debt incurred in the ordinary course of

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business); (b) all obligations of such Person, whether or not for money borrowed (i) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or for services rendered; (c) Capitalized Lease Obligations of such Person; (d) all reimbursement obligations (contingent or otherwise) of such Person under or in respect of any letters of credit or acceptances (whether or not the same have been presented for payment); (e) all Off-Balance Sheet Obligations of such Person; (f) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Mandatorily Redeemable Stock issued by such Person or any other Person, valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) all obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement (excluding any such obligation to the extent the obligation can be satisfied by the issuance of Equity Interests (other than Mandatorily Redeemable Stock)); (h) net obligations under any Derivative Contract not entered into as a hedge against interest rate risk in respect of existing Indebtedness (which shall be deemed to have an amount equal to the Derivatives Termination Value thereof at such time but in no event shall be less than zero); and (i) all Indebtedness of other Persons which such Person has Guaranteed or is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar exceptions to non-recourse liability) or (j) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; and (k) such Person’s Ownership Share of the Indebtedness of any Unconsolidated Affiliate of such Person. Indebtedness of any Person shall include Indebtedness of any partnership or joint venture in which such Person is a general partner or joint venturer to the extent of such Person’s Ownership Share of such partnership or joint venture (except if such Indebtedness, or portion thereof, is recourse to such Person, in which case the greater of such Person’s Ownership Share of such Indebtedness or the amount of the recourse portion of the Indebtedness, shall be included as Indebtedness of such Person).

“Indemnifiable Amounts” has the meaning given that term in Section 12.6.

“Indemnified Costs” has the meaning given that term in Section 13.10.(a).

“Indemnified Party” has the meaning given that term in Section 13.10.(a).

“Indemnity Proceeding” has the meaning given that term in Section 13.10.(a).

“Information” has the meaning given that term in Section 13.9.

“Intellectual Property” has the meaning given that term in Section 7.1.(s).

“Interest Expense” means, with respect to a Person and for any period, (a) all paid, accrued or capitalized interest expense (including, without limitation, capitalized interest expense (other than capitalized interest funded from a construction loan interest reserve account held by another lender and not included in the calculation of cash for balance sheet reporting purposes) and interest expense attributable to Capitalized Lease Obligations) of such Person and in any event shall include all letter of credit fees and all interest expense with respect to any Indebtedness in respect of which such Person is wholly or partially liable whether pursuant to any repayment, interest carry, performance guarantee or otherwise, plus (b) to the extent not already included in the foregoing clause (a), such Person’s Ownership Share of all paid, accrued or capitalized interest expense for such period of Unconsolidated Affiliates of such Person.

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“Interest Period” means with respect to each LIBOR Loan, each period commencing on the date such LIBOR Loan is made, or in the case of the Continuation of a LIBOR Loan the last day of the preceding Interest Period for such Loan, and ending on the numerically corresponding day in the first, second, third or sixth calendar month thereafter, as the Borrower may select in the Notice of Term Loan Borrowing, a Notice of Continuation or a Notice of Conversion, as the case may be, except that each Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month. Notwithstanding the foregoing: (a) if any Interest Period would otherwise end after the Term Loan Maturity Date, such Interest Period shall end on the Term Loan Maturity Date; and (b) each Interest Period that would otherwise end on a day which is not a Business Day shall end on the immediately following Business Day (or, if such immediately following Business Day falls in the next calendar month, on the immediately preceding Business Day).

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

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

“Investment Grade Rating” means a Credit Rating of BBB-/Baa3 or higher from either S&P or Moody’s.

“Investment Grade Rating Date” means, at any time after the Borrower has received an Investment Grade Rating from either Rating Agency, the date specified by the Borrower in a written notice to the Administrative Agent as the date on which Borrower irrevocably elects to have determinations of the Applicable Margin based on the Borrower’s Credit Rating.

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

“JPMorgan Fee Letter” means that certain fee letter dated as of October 14, 2015, by and among the Borrower, the Parent and J.P. Morgan Securities LLC.

“Lender” means each financial institution from time to time party hereto as a “Lender”, together with its respective permitted successors and permitted assigns.

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

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

“LIBOR” means, for any Interest Period with respect to a LIBOR Loan, the rate per annum equal to the London interbank offered rate for deposits in U.S. Dollars appearing on Reuters screen page LIBOR 01 (or on any successor or substitute page of such service or any successor to such service, or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, with a maturity comparable to such Interest Period; provided, that (a) if the such rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement and (b) if the such rate is not available at any such time for any reason, then such rate shall instead be the interest rate per annum, as determined by the Administrative Agent, to be the arithmetic average of the rates per annum at which deposits in U. S. Dollars in an amount equal to the amount of such LIBOR Loan are offered by major banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time), two Business Days prior to the first day of such Interest Period (and if such offered rate referred to in this clause (b) is less than zero, such rate shall be deemed to be zero for purposes of this Agreement).

“LIBOR Loan” means any portion of a Loan (other than a Base Rate Loan) bearing interest at a rate based on LIBOR.

“Lien” as applied to the property of any Person means: (a) any security interest, encumbrance, mortgage, deed to secure debt, deed of trust, assignment of leases and rents, pledge, lien, hypothecation, assignment, charge or lease constituting a Capitalized Lease Obligation, conditional sale or other title retention agreement, or other security title or encumbrance of any kind in respect of any property of such Person, or upon the income, rents or profits therefrom; (b) any arrangement, express or implied, under which any property of such Person is transferred, sequestered or otherwise identified for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person; and (c) the filing of any financing statement under the UCC or its equivalent in any jurisdiction, other than any unauthorized filing or precautionary filing not otherwise constituting or giving rise to a Lien, including a financing statement filed (i) in respect of a lease not constituting a Capitalized Lease Obligation pursuant to Section 9-505 (or a successor provision) of the UCC or its equivalent as in effect in an applicable jurisdiction or (ii) in connection with a sale or other disposition of accounts or other assets not prohibited by this Agreement in a transaction not otherwise constituting or giving rise to a Lien.

“Loan” means a Term Loan.

“Loan Document” means this Agreement, each Note, the Guaranty and each other document or instrument now or hereafter executed and delivered by a Loan Party in connection with, pursuant to or relating to this Agreement.

“Loan Party” means each of the Borrower, the Parent and each other Guarantor.

“M&T Fee Letter” means that certain fee letter dated as of October 26, 2015, by and among the Borrower, the Parent and Manufacturers and Traders Trust Company.

“Mandatorily Redeemable Stock” means, with respect to any Person, any Equity Interest of such Person which by the terms of such Equity Interest (or by the terms of any security into which it is

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

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

“Material Contract” means any contract or other arrangement (other than Loan Documents), whether written or oral, to which the Borrower, any Subsidiary or any other Loan Party is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

“Material Indebtedness” has the meaning given that term in Section 11.1.(d)(i).

“Maximum Availability” means, at any time, the lesser of (a) the Borrowing Base at such time and (b) an amount equal to (i) (x) the Net Operating Income of all Borrowing Base Properties at such time minus (y) Reserves for Replacements for such Borrowing Base Properties to the extent any Tenant Lease thereof is not a Triple Net Lease plus (z) the amount of income attributable to all Unencumbered Mortgage Receivable for the immediately preceding period of four fiscal quarters (or if an Unencumbered Mortgage Receivables has been owned by the Borrower or a Subsidiary for a shorter period, the amount of income attributable to such Unencumbered Mortgage Receivables annualized in a manner acceptable to the Administrative Agent in its sole discretion) divided by (ii)(A) the Applicable Mortgage Constant times (B) 1.50.

“Metropolitan Statistical Area” means a Metropolitan Statistical Area as listed in Budget Bulletin No. 09-01 issued by the Executive Office of the President of the United States of America, Office of Management and Budget.

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

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

“Mortgage Receivable” means a promissory note secured by a Mortgage of which the Parent, the Borrower or another Subsidiary is the holder and retains the rights of collection of all payments thereunder.

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

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

“Net Operating Income” means, for any Property and for a given period, the sum of the following (without duplication and determined on a consistent basis with prior periods): (a) rents and other revenues received in the ordinary course from such Property (including proceeds from rent loss or business interruption insurance but excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ obligations for rent) minus (b) all expenses paid (excluding interest but including an appropriate accrual for property taxes and insurance) related to the ownership, operation or maintenance of such Property, including but not limited to, property taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Property, but specifically excluding general overhead expenses of the Borrower and its Subsidiaries and any management fees) minus (c) the greater of (i) the actual property management fee paid during such period with respect to such Property and (ii) an imputed management fee in an amount equal to the greater of the actual base management fee or 3% of the gross revenues for such Property for such period.

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

“Nonconforming Features” has the meaning given that term in Section 4.1(c).

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

“Nonrecourse Indebtedness” means, with respect to a Person (a) Indebtedness in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar customary exceptions to nonrecourse liability) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness and (b) if such Person is a Single Asset Entity, any Indebtedness of such Person. For the avoidance of doubt, the parties confirm that Indebtedness of a Subsidiary that constitutes Nonrecourse Indebtedness shall not be considered to be Nonrecourse Indebtedness to the extent such Indebtedness is Guaranteed by the Parent or another Subsidiary of the Parent that is not an Excluded Subsidiary (except for any Guarantee of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar customary exceptions to nonrecourse liability).

“Note” means a Term Note.

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

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

“Notice of Term Loan Borrowing” means a notice substantially in the form of Exhibit H to be delivered to the Administrative Agent pursuant to Section 2.2.(b) evidencing the Borrower’s request for a borrowing of Term Loans.

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

“Occupancy Rate” means, with respect to a Property at any time, the ratio, expressed as a percentage, of (a) net rentable square footage of such Property actually occupied by non-Affiliate tenants paying rent at rates not materially less then rates generally prevailing at the time the applicable lease was entered into, pursuant to binding leases as to which no monetary default has occurred and has continued unremedied for 30 or more days to (b) the aggregate net rentable square footage of such Property. For purposes of this definition, a tenant shall be deemed to actually occupy a Property notwithstanding a temporary cessation of operations for renovations, repairs or other temporal reason.

“Off-Balance Sheet Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

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

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

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“Participant” has the meaning given that term in Section 13.6.(d).

“Participant Register” has the meaning given that term in Section 13.6.(d).

“Patriot Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

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

“Permitted Liens” means, with respect to any asset or property of a Person, (a)(i) Liens securing taxes, assessments and other charges or levies imposed by any Governmental Authority (excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental Laws) or (ii) the claims of materialmen, mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, which, in the case of clauses (a)(i) and (a)(ii), are not at the time required to be paid or discharged under Section 8.6.; (b) Liens consisting of deposits or pledges made, in the ordinary course of business, in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar Applicable Laws; (c) easements, zoning restrictions, rights of way and similar encumbrances (and, with respect to leasehold interests (other than leasehold interests in Eligible Properties), mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under or asserted by a landlord or owner of leased property, with or without the consent of the lessee) on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or impair the intended use thereof in any material respects and such title defects which may constitute Liens and are expressly permitted to exist with respect to an Eligible Property in accordance with clause (h) of the definition thereof; (d) leases, subleases or non-exclusive licenses granted to others not interfering with the ordinary conduct of business of such Person and otherwise permitted by the terms hereof; (e) Liens in favor of the Administrative Agent for its benefit and the benefit of the Lenders; (f) Liens securing judgments not constituting an Event of Default under Section 11.1.(h); (g) Liens on assets to secure the performance of bids, trade contracts, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (h) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s liens, liens in favor of securities intermediaries, rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained with depository institutions or securities intermediaries; (i) licenses and sublicenses of Intellectual Property granted in the ordinary course of business and not interfering in any material respect with the business of such Person; (j) Liens on insurance policies and proceeds thereof incurred in the ordinary course of business to secure premiums thereunder; and (k) other Liens on assets of the Loan Parties to the extent not otherwise included in paragraphs (a) through (j) of this definition securing Indebtedness or other obligations in an aggregate amount not to exceed $2,500,000 at any time outstanding; provided that Liens described in the foregoing clauses (f) through (k) shall constitute Permitted Liens solely for purposes of (x) Section 7.1.(f) and (y) Section 10.2.(b) in respect of properties that are not Borrowing Base Assets or direct or indirect ownership interests of the Borrower in any Person owning any Borrowing Base Asset.

“Permitted Negative Pledge” means (a) any Negative Pledge contained in an Existing Credit Agreement as in effect on the date hereof and (b) a Negative Pledge contained in any agreement that evidences unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to, or no more restrictive than, those restrictions contained in the Loan Documents.

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

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

“Post-Default Rate” means, in respect of any principal of any Loan, the rate otherwise applicable plus an additional two percent 2.0% per annum, and with respect to any other Obligation, a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Base Rate Loans plus two percent 2.0%.

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

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

“Prime Rate” means the rate which SunTrust announces from time to time as its prime lending rate, as in effect from time to time. SunTrust’s prime lending rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. SunTrust may make commercial loans or other loans at rates of interest at, above, or below SunTrust’s prime lending rate.

“Principal Office” means the office of the Administrative Agent located at 303 Peachtree Street, N.E., Atlanta, Georgia 30308 or any other subsequent office that the Administrative Agent shall have specified as the Principal Office by written notice to the Borrower and the Lenders.

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

“Property” means a parcel (or group of related parcels) of real property owned or leased by the Borrower, any Subsidiary or any Unconsolidated Affiliate.

“Property Release” has the meaning given that term in Section 4.2.

“Property Subsidiary” has the meaning given that term in Section 8.12.(a).

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

“Rating Agency” means S&P or Moody’s.

“Register” has the meaning given that term in Section 13.6.(c).

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

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

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, shareholders, directors, officers, employees, agents, counsel, other advisors and representatives of such Person and of such Person’s Affiliates.

“Requisite Lenders” means, as of any date, (a) Lenders having at least 66-2/3% of the aggregate amount of the Term Loan Commitments of all Lenders, or (b) if the Term Loan Commitments have been terminated or reduced to zero, the Lenders holding at least 66-2/3% of the principal amount of the aggregate outstanding Term Loans; provided that (i) in determining such percentage at any given time, all then existing Lenders that are Defaulting Lenders will be disregarded and excluded, and (ii) at all times when two or more Lenders (excluding Lenders that are Defaulting Lenders) are party to this Agreement, the term “Requisite Lenders” shall in no event mean less than two Lenders.

“Reserve for Replacements” means, for any period and with respect to any Property, an amount equal to the greater of (a) the aggregate square footage of all completed space of such Property times (b) $0.10 times (c) the number of days in such period divided by (d) 365. If the term Reserve for Replacements is used without reference to any specific Property, then it shall be determined on an aggregate basis with respect to all Properties and the applicable Ownership Shares of all real property of all Unconsolidated Affiliates.

“Responsible Officer” means with respect to the Parent, the Borrower or any Subsidiary, the chief executive officer, the chief financial officer, the chief operating officer, if any, and any vice president of the Parent, the Borrower or such Subsidiary.

“Restricted Payment” means (a) any dividend or other distribution, direct or indirect, on account of any Equity Interest of the Parent, the Borrower or any of their respective Subsidiaries now or hereafter outstanding, except a dividend or other distribution payable solely in Equity Interests of that class of Equity Interests to the holders of that class; (b) any redemption, conversion, exchange, retirement, sinking

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fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interests of the Parent, the Borrower or any of their respective Subsidiaries now or hereafter outstanding; and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of the Parent, the Borrower or any of their respective Subsidiaries now or hereafter outstanding.

“Sanctioned Country” means, at any time, a country or territory which is, or whose government is, the subject or target of any Sanctions.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by any Governmental Authority of the United States of America, including without limitation, OFAC or the U.S. Department of State, or by the United Nations Security Council, the European Union or any other Governmental Authority, (b) any Person located, operating, organized or resident in a Sanctioned Country, (c) an agency of the government of a Sanctioned County or (d) any Person Controlled by any Person or agency described in any of the preceding clauses (a) through (c).

“Sanctions” means any sanctions or trade embargoes imposed, administered or enforced by any Governmental Authority of the United States of America, including without limitation, OFAC or the U.S. Department of State, or by the United Nations Security Council, the European Union or any other Governmental Authority.

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

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

“Single Asset Entity” means a Subsidiary that (a) only owns a single Property; (b) is engaged only in the business of owning, developing and/or leasing such Property; and (c) receives substantially all of its gross revenues from such Property.

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

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

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

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“SunTrust” means SunTrust Bank and its successors and assigns.

“SunTrust Fee Letter” means that certain fee letter dated as of October 15, 2015, by and among the Borrower, the Parent and SunTrust Robinson Humphrey, Inc.

“Tangible Net Worth” means, as of a given date, stockholders’ equity of the Parent and its Subsidiaries determined on a consolidated basis plus increases in accumulated depreciation and amortization accrued after the Agreement Date, minus (to the extent included when determining stockholders’ equity of the Parent and its Subsidiaries): (a) the amount of any write-up in the book value of any assets reflected in any balance sheet resulting from revaluation thereof or any write-up in excess of the cost of such assets acquired, and (b) the aggregate of all amounts appearing on the assets side of any such balance sheet for franchises, licenses, permits, patents, patent applications, copyrights, trademarks, service marks, trade names, goodwill, treasury stock, experimental or organizational expenses and other like assets which would be classified as intangible assets under GAAP, all determined on a consolidated basis.

“Taxes” has the meaning given that term in Section 3.10.

“Tenant Lease” means any lease entered into by the Borrower, any Loan Party or any Subsidiary with respect to any portion of a Property.

“Tenant Percentage Limitation” means 20.0%.

“Term Loan” means a loan made by a Lender to the Borrower pursuant to Section 2.2. or any loan made pursuant to Section 2.14.

“Term Loan Commitment” means, as to each Lender, such Lender’s obligation to make Term Loans during the Availability Period pursuant to Section 2.2., in an amount up to, but not exceeding, the amount set forth for such Lender on Schedule I as such Lender’s “Term Loan Commitment Amount”.

“Term Loan Maturity Date” means February 6, 2019, or such later date to which the Term Loan Maturity Date may be extended pursuant to Section 2.12.

“Term Note” means a promissory note of the Borrower substantially in the form of Exhibit F, payable to the order of a Lender in a principal amount equal to the amount provided for in Section 2.10.

“Total Budgeted Cost” means, with respect to a Development Property, and at any time, the aggregate amount of all costs budgeted to be paid, incurred or otherwise expended or accrued by the Borrower, a Subsidiary or an Unconsolidated Affiliate with respect to such Property to achieve an Occupancy Rate of 100%, including without limitation, all amounts budgeted with respect to all of the following: (a) acquisition of land and any related improvements; (b) a reasonable and appropriate reserve for construction interest; (c) a reasonable and appropriate operating deficit reserve; (d) tenant improvements; (e) leasing commissions and (f) other hard and soft costs associated with the development or redevelopment of such Property. With respect to any Property to be developed in more than one phase, the Total Budgeted Cost shall exclude budgeted costs (other than costs relating to acquisition of land and related improvements) to the extent relating to any phase for which (i) construction has not yet commenced and (ii) a binding construction contract has not been entered into by the Borrower, any other Subsidiary or any Unconsolidated Affiliate, as the case may be.

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“Total Market Value” means, at a given time, the sum (without duplication) of all of the following of the Parent and its Subsidiaries determined on a consolidated basis: (a) in the case of Properties owned or leased by the Borrower or a Guarantor for the entire period of four consecutive fiscal quarters most recently ended, the Net Operating Income for such Property for the fiscal quarter most recently ending multiplied by 4, divided by the Capitalization Rate; (b) in the case of Properties acquired during the period of four consecutive fiscal quarters most recently ended, the purchase price paid by the Parent, the Borrower or any of their respective Subsidiaries for such Property exclusive of (i) closing and other transaction costs and (ii) any amounts paid by the Parent, the Borrower or such Subsidiary as a purchase price adjustment, to be held in escrow, to be retained as a contingency reserve, or other similar amounts; and (c) the GAAP book value of all other tangible assets of the Parent and its Subsidiaries. The Parent’s Ownership Share of assets held by Unconsolidated Affiliates will be included in Total Market Value calculations consistent with the above described treatment for assets owned by the Parent and its Subsidiaries. For purposes of determining Total Market Value, Net Operating Income from Properties disposed of by the Parent, the Borrower or any of their respective Subsidiaries during the immediately preceding period of four consecutive fiscal quarters of the Parent shall be excluded to the extent included in clause (a) above.

“Total Outstanding Indebtedness” means, as of a given date, the aggregate principal amount of all Indebtedness of the Parent and its Subsidiaries determined on a consolidated basis.

“Total Unencumbered Eligible Property Value” means, with respect to Eligible Properties as of any measurement date, the sum (without duplication) of the following: (a) with respect to Eligible Properties which have been owned as of the measurement date for not less than four full consecutive calendar quarters, an amount equal to (i)(x) Net Operating Income for all such Eligible Properties for the immediately preceding four consecutive calendar quarters as of the measurement date minus (y) Reserves for Replacements for such Eligible Properties to the extent any Tenant Lease thereof is not a Triple Net Lease divided by (ii) the Capitalization Rate; (b) with respect to Eligible Properties which have been owned for less than four full consecutive calendar quarters as of the measurement date, an amount equal to the purchase price paid by the Borrower or any of its Subsidiaries for such Property exclusive of (i) closing and other transaction costs and (ii) any amounts paid by the Borrower or such Subsidiary as a purchase price adjustment, to be held in escrow, to be retained as a contingency reserve, or other similar amounts. For purposes of this definition, (a) to the extent that the Net Operating Income attributable to Eligible Properties leased to a single tenant or a single group of affiliated tenants would exceed the applicable Tenant Percentage Limitation, such excess shall be excluded; (b) to the extent the amount of the Net Operating Income attributable to Eligible Properties located in the same Metropolitan Statistical Area would exceed the applicable Geographical Percentage Limitation, such excess shall be excluded; (c) to the extent the amount of the Net Operating Income attributable to Eligible Properties located in the same State or in the District of Columbia would exceed the applicable Geographical Percentage Limitation, such excess shall be excluded; and (d) to the extent the amount of the Net Operating Income attributable to Eligible Properties that are used for the same use as convenience stores, restaurants, medical offices, retail, industrial or specialty office would exceed 50.0%, such excess shall be eliminated. For purposes of this definition, the term “Eligible Properties” shall be deemed also to include each Property that is included as a Borrowing Base Property pursuant to Section 4.1.(c) so long as such Property has not ceased to be a Borrowing Base Property pursuant to the definition thereof.

“Total Unsecured Indebtedness” means, as of a given date, the aggregate principal amount of all Indebtedness of the Parent and its Subsidiaries that is not Secured Indebtedness, determined on a consolidated basis.

“Trading with the Enemy Act” has the meaning given that term in Section 7.1.(aa).

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“Triple Net Lease” means a lease by a single tenant of a Property under which the tenant is responsible for real estate taxes and assessments, repairs and maintenance (except for major structural repairs), insurance, capital expenditures and other expenses relating to such Property.

“Type” with respect to any Loan, refers to whether such Loan or portion thereof is a LIBOR Loan or a Base Rate Loan.

“UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

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

“Unencumbered Cash” means cash and cash equivalents which satisfy all of the following requirements as confirmed by the Administrative Agent: (a) such cash and cash equivalents are owned by the Borrower or a Wholly Owned Subsidiary of the Borrower; (b) regardless of whether cash and cash equivalents are owned by the Borrower or a Subsidiary, the Borrower has the right directly, or indirectly through a Subsidiary, to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on such cash and cash equivalents as security for Indebtedness of the Borrower or such Subsidiary, as applicable, and (ii) to sell, transfer or otherwise dispose of such cash and cash equivalents; or (c) neither cash and cash equivalents, nor to the extent such cash and cash equivalents are owned by a Wholly Owned Subsidiary, any of the Borrower’s direct or indirect ownership interest in such Wholly Owned Subsidiary, is subject to (i) any Lien other than Permitted Liens or (ii) any Negative Pledge not permitted under Section 10.2.(a)(ii). If at any time cash or cash equivalents cease to qualify as Unencumbered Cash, such cash or cash equivalents shall be excluded from determinations of the Borrowing Base.

“Unencumbered Eligible Property Value” means, with respect to an Eligible Property for any date of determination, an amount equal to (a) in the case of an Eligible Property owned or leased by the Borrower or Wholly Owned Subsidiary of the Borrower for the entire period of four consecutive fiscal quarters most recently ended, the Net Operating Income for such Eligible Property, divided by the Capitalization Rate; and (b) in the case of an Eligible Property acquired during the period of four consecutive fiscal quarters most recently ended, the purchase price paid by the Borrower or any of its Subsidiaries for such Eligible Property exclusive of (i) closing and other transaction costs and (ii) any amounts paid by the Borrower or such Subsidiary as a purchase price adjustment, to be held in escrow, to be retained as a contingency reserve, or other similar amounts. For purposes of this definition, the term “Eligible Property” shall be deemed also to include any Property that is included as a Borrowing Base Property pursuant to Section 4.1.(c) so long as such Property has not ceased to be Borrowing Base Property pursuant to the definition thereof.

“Unencumbered Mortgage Receivable” means a Mortgage Receivable which satisfies all of the following requirements as confirmed by the Administrative Agent: (a) such Mortgage Receivable is owned by the Borrower or a Wholly Owned Subsidiary of the Borrower; (b) regardless of whether such Mortgage Receivable is owned by the Borrower or a Subsidiary, the Borrower has the right directly, or indirectly through a Subsidiary, to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on such Mortgage Receivable as security for Indebtedness of the Borrower or such Subsidiary, as applicable, and (ii) to sell, transfer or otherwise dispose of such Mortgage Receivable; (c) neither such Mortgage Receivable, nor if such Mortgage Receivable is owned by a Wholly Owned Subsidiary, any of the Borrower’s direct or indirect ownership interest in such Wholly

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Owned Subsidiary, is subject to (i) any Lien other than Permitted Liens or (ii) any Negative Pledge not permitted under Section 10.2.(a)(ii); (d) the property encumbered by the Lien securing such Mortgage Receivable has been developed for office, retail or industrial use; (e) the Lien securing such Mortgage Receivable is a first priority Lien; and (f) no obligor or guarantor of such Mortgage Receivable is (i) subject to any proceeding under Debtor Relief Laws or (ii) more than 60 days past due on any payment obligation to the Borrower or any of its Subsidiaries in respect of such Mortgage Receivable. If at any time a Mortgage Receivable ceases to qualify as an Unencumbered Mortgage Receivable, such Mortgage Receivable shall be excluded from determinations of the Borrowing Base and all income attributable to such Mortgage Receivable shall be excluded from calculations of Maximum Availability.

“Value” has the meaning given such term in the definition of the term “Borrowing Base”.

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

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

Section 1.2. General; References to Eastern Time.

Unless otherwise indicated, all accounting terms, ratios and measurements shall be interpreted or determined in accordance with GAAP as in effect from time to time; provided that, if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Requisite Lenders shall so request, the Administrative Agent, the Lenders, the Parent and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the appropriate Lenders pursuant to Section 13.6.); provided further that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) the Parent shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the preceding sentence, the calculation of liabilities in accordance with GAAP shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. To the extent that GAAP requires any fair value calculations or adjustments with respect to any swap or derivative transactions, the Borrower shall comply with such requirements. References in this Agreement to “Sections”, “Articles”, “Exhibits” and “Schedules” are to sections, articles, exhibits and schedules herein and hereto unless otherwise indicated. References in this Agreement to any document, instrument or agreement (a) shall include all exhibits, schedules and other attachments thereto, (b) shall include all documents, instruments or agreements issued or executed in replacement thereof, to the extent permitted hereby and (c) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, supplemented, restated or otherwise modified from time to time to the extent not otherwise stated herein or prohibited hereby and in effect at any given time. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter. Unless explicitly set forth to the contrary, a reference to “Subsidiary” means a Subsidiary of the Parent or a Subsidiary of such Subsidiary and a reference to an “Affiliate” means a reference to an

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Affiliate of the Parent. Titles and captions of Articles, Sections, subsections and clauses in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement. Unless otherwise indicated, all references to time are references to Eastern time, daylight or standard, as applicable.

Section 1.3. Financial Attributes of Non-Wholly Owned Subsidiaries.

When determining the Applicable Margin and compliance by the Parent with any financial covenant contained in any of the Loan Documents (a) only the Ownership Share of the Parent or the Borrower, as applicable, of the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary shall be included and (b) the Parent’s Ownership Share of the Borrower shall be deemed to be 100.0%.

ARTICLE II. CREDIT FACILITY

Section 2.1. [Intentionally Omitted].

Section 2.2. Term Loans

(a) Making of Term Loans. Subject to the terms and conditions hereof, during the Availability Period, upon a request from the Borrower pursuant to Section 2.2.(b), each Lender severally and not jointly agrees to make Term Loans to the Borrower in the aggregate principal amount equal to the amount of such Lender’s Term Loan Commitment. Each Base Rate Loan shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. Each LIBOR Loan shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. The Borrower shall not request, and the Lenders shall not be obligated to fund, more than 4 borrowings of Term Loans during the Availability Period. Upon a Lender’s funding of a Term Loan, such Lender’s Term Loan Commitment shall be permanently reduced by the principal amount of such Term Loan. All Term Loan Commitments of the Term Loan Lenders shall terminate on the Availability Termination Date if not previously terminated pursuant hereto.

(b) Requests for Term Loans. Not later than 11:00 a.m. Eastern time at least 1 Business Day prior to a borrowing of Term Loans that are to be Base Rate Loans and not later than 11:00 a.m. Eastern time at least 3 Business Days prior to a borrowing of Term Loans that are to be LIBOR Loans, the Borrower shall deliver to the Administrative Agent a Notice of Term Loan Borrowing. Each Notice of Term Loan Borrowing shall specify the aggregate principal amount of the Term Loans to be borrowed, the date such Term Loans are to be borrowed (which must be a Business Day), the Type of the requested Term Loans, and if such Term Loans are to be LIBOR Loans, the initial Interest Period for such Term Loans. Each Notice of Term Loan Borrowing shall be irrevocable once given and binding on the Borrower.

(c) Funding of Term Loans. Promptly after receipt of a Notice of Term Loan Borrowing under the immediately preceding subsection (b), the Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall deposit an amount equal to the Term Loan to be made by such Lender to the Borrower with the Administrative Agent at the Principal Office, in immediately available funds, not later than 2:00 p.m. Eastern time on the anticipated date of borrowing. Subject to fulfillment of all applicable conditions set forth herein, the Administrative Agent shall make available to the Borrower in the account specified by the Borrower in the Notice of Term Loan Borrowing, not later than 3:00 p.m. Eastern time on the date of the requested borrowing of Term Loans, the proceeds of such amounts received by the Administrative Agent. The Borrower may not reborrow any portion of the Term Loans once repaid.

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Section 2.3. [Intentionally Omitted].

Section 2.4. Rates and Payment of Interest on Loans.

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

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

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

Notwithstanding the foregoing, while an Event of Default specified in Sections 11.1.(a), 11.1.(e) or 11.1.(f) exists or, if required by the Requisite Lenders, while any other Event of Default exists, the Borrower shall pay to the Administrative Agent for the account of each Lender interest at the Post-Default Rate on the outstanding principal amount of any Loans made by such Lender and on any other amount payable by the Borrower hereunder or under the Note held by such Lender to or for the account of such Lender (including without limitation, accrued but unpaid interest to the extent permitted under Applicable Law).

(b) Payment of Interest. All accrued and unpaid interest on the outstanding principal amount of each Loan shall be payable (i) in the case of a Base Rate Loan, monthly in arrears on the first day of each calendar month, (ii) in the case of a LIBOR Loan, in arrears on the last day of each Interest Period therefor, and, if such Interest Period is longer than three months, at three-month intervals following the first day of such Interest Period and (iii) on any date on which the principal balance of such Loan is due and payable in full (whether at maturity, due to acceleration or otherwise). Interest payable at the Post-Default Rate shall be payable from time to time on demand. All determinations by the Administrative Agent of an interest rate hereunder shall be conclusive and binding on the Lenders and the Borrower for all purposes, absent manifest error.

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

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Section 2.5. Number of Interest Periods.

There may be no more than six (6) different Interest Periods for LIBOR Loans outstanding at the same time.

Section 2.6. Repayment of Loans.

(a) [Intentionally Omitted].

(b) Term Loans. The Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Term Loans on the Term Loan Maturity Date.

Section 2.7. Prepayments.

(a) Optional. Subject to Section 5.4., the Borrower may prepay any Loan at any time without premium or penalty. The Borrower shall give the Administrative Agent at least 3 Business Days prior written notice of the prepayment of any Loan. Each voluntary prepayment of Loans shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof.

(b) Mandatory.

(i) [Intentionally Omitted].

(ii) Maximum Availability Overadvance. If at any time the aggregate principal amount of all outstanding Loans together with all other Total Unsecured Indebtedness exceeds the Maximum Availability, the Borrower shall within five (5) days of the Borrower obtaining knowledge of the occurrence of any such excess, deliver to the Administrative Agent for prompt distribution to each Lender a written plan to eliminate such excess. Such excess shall be paid (unless otherwise eliminated) within 15 days of the Borrower obtaining knowledge of the occurrence thereof or by the date specified in the Borrower’s written plan to the extent such plan is acceptable to all of the Lenders. Notwithstanding the foregoing, to the extent such excess was caused by a change in the Applicable Mortgage Constant and the Applicable Mortgage Constant exceeds 14% for 14 consecutive days, then, until the date that the Applicable Mortgage Constant falls below 14%, the Applicable Mortgage Constant for purposes of this Section shall be deemed to be an average of the Applicable Mortgage Constant for each day determined for the 30 day period ending on such date of determination.

(iii) Application of Mandatory Prepayments. Amounts paid in respect of the Loans under the preceding subsection (b)(ii) shall be applied to pay all amounts of principal outstanding on the Loans pro rata in accordance with Section 3.2. If the Borrower is repaying any outstanding LIBOR Loans by reason of this Section prior to the end of the applicable Interest Period therefor, the Borrower shall pay all amounts due under Section 5.4.

Section 2.8. Continuation.

So long as no Default or Event of Default exists, the Borrower may on any Business Day, with respect to any LIBOR Loan, elect to maintain such LIBOR Loan or any portion thereof as a LIBOR Loan by selecting a new Interest Period for such LIBOR Loan. Each Continuation of a LIBOR Loan shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, and each new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the

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Borrower giving to the Administrative Agent a Notice of Continuation not later than 9:00 a.m. Eastern time on the third Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation, (b) the LIBOR Loans and portions thereof subject to such Continuation and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender of the proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any LIBOR Loan in accordance with this Section or, if a Default or Event of Default exists at the end of an Interest Period for a LIBOR Loan, such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding the first sentence of Section 2.9. or the Borrower’s failure to comply with any of the terms of such Section.

Section 2.9. Conversion.

The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Loan of one Type into a Loan of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 9:00 a.m. Eastern time 3 Business Days prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Section 2.10. Notes.

(a) Notes. Except in the case of a Lender that has notified the Administrative Agent in writing that it elects not to receive a Term Note, the Term Loans made by a Lender shall, in addition to this Agreement, also be evidenced by a Term Note, payable to the order of such Lender in a principal amount equal to the amount of its Term Loan Commitment as originally in effect and otherwise duly completed (or if such Lender was not a Lender on the Effective Date, in a principal amount equal to the initial principal amount of the Loan of such Lender).

(b) Records. The date, amount, interest rate, Type and duration of Interest Periods (if applicable) of the Loans made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and such entries shall be binding on the Borrower absent manifest error; provided, however, that (i) the failure of a Lender to make any such record shall not affect the obligations of the Borrower under any of the Loan Documents and (ii) if there is a discrepancy between such records of a Lender and the statements of accounts maintained by the Administrative Agent pursuant to Section 3.8., in the absence of manifest error, the statements of account maintained by the Administrative Agent pursuant to Section 3.8. shall be controlling.

(c) Lost, Stolen, Destroyed or Mutilated Notes. Upon receipt by the Borrower of (i) written notice from a Lender that the Note of such Lender has been lost, stolen, destroyed or mutilated, and

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(ii)(A) in the case of loss, theft or destruction, a lost note affidavit from such Lender in form reasonably satisfactory to the Borrower, or (B) in the case of mutilation, upon surrender and cancellation of such Note, the Borrower shall at its own expense execute and deliver to such Lender a new Note dated the date of such lost, stolen, destroyed or mutilated Note.

Section 2.11. [Intentionally Omitted].

Section 2.12. Extension of Termination Date.

The Borrower shall have the right, exercisable two (2) times, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Date by one year for each such extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 days but not more than 180 days prior to the current Term Loan Maturity Date a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Date shall be extended for one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, and (y) the Borrower shall have paid the Fees payable under Section 3.5.(b). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Section 2.13. [Intentionally Omitted].

Section 2.14. Additional Loans.

The Borrower shall have the right at any time and from time to time on not more than 3 different occasions during the period from the Availability Termination Date to but excluding the Term Loan Maturity Date to request additional Loans by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of all Loans hereunder shall not exceed $600,000,000 less the amount of any prepayments of the Term Loans. Each such increase in the Loans must be in the aggregate minimum amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such additional Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the additional Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders, such Lenders and allocations to be mutually agreed upon by Administrative Agent and the Borrower and any approval of a Lender or allocation suggested by the one shall not be unreasonably withheld, conditioned or delayed by the other. Each Lender’s increase of the

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principal amount of its Loans or decision to provide a new Loan shall be made in such Lender’s sole discretion, and no Lender shall be obligated in any way whatsoever to increase the principal amount of its Loans or provide a new Loan, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the increase of the Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) except in the case of any Lender that has notified the Administrative Agent in writing that it elects not to receive a Note, new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing the principal amount of their Loans, in the amount of the aggregate principal amount of such Lender’s Loans at the time of the effectiveness of the applicable increase in the aggregate amount of the Loan. In connection with any increase in the aggregate amount of the Loans pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

ARTICLE III. PAYMENTS, FEES AND OTHER GENERAL PROVISIONS

Section 3.1. Payments.

(a) Payments by Borrower. Except to the extent otherwise provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrower under this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim, to the Administrative Agent at the Principal Office, not later than 2:00 p.m. Eastern time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 11.5., the Borrower shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrower hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. In the event the Administrative Agent fails to pay such amounts to such Lender within one Business Day of receipt of such amounts, the Administrative Agent shall pay interest on such amount until paid at a rate per annum equal to the Federal Funds Rate from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable to such payment for the period of such extension.

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

Section 3.2. Pro Rata Treatment.

Except to the extent otherwise provided herein: (a) the making of Term Loans under Section 2.2.(a) shall be made from the Lenders pro rata according to the amounts of their respective Term Loan Commitments; (b) each payment or prepayment of principal of Term Loans and each payment of fees under Section 3.5.(b)(ii) shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Term Loans held by them; (c) each payment of the fees under Section 3.5.(c) shall be made for the account of the Lenders pro rata according to the amounts of their respective Term Loan Commitments; (d) each payment of interest on the Term Loans shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Term Loans then due and payable to the respective Lenders; and (e) the Conversion and Continuation of Term Loans of a particular Type (other than Conversions provided for by Sections 5.1.(c) and 5.5.) shall be made pro rata among the Lenders according to the amounts of their respective Term Loans and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous.

Section 3.3. Sharing of Payments, Etc.

If a Lender shall obtain payment of any principal of, or interest on, any Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment, should be distributed to the Lenders in accordance with Section 3.2. or Section 11.5., as applicable, such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.5., as applicable. To such end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

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Section 3.4. Several Obligations.

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

Section 3.5. Fees.

(a) Closing Fee. On the Effective Date, the Borrower agrees to pay to the Administrative Agent and each Lender all loan fees as provided in the SunTrust Fee Letter and as may be otherwise agreed to in writing by the Borrower and the Administrative Agent.

(b) Extension Fee.

(i) [Intentionally Omitted].

(ii) If the Borrower exercises its right to extend the Term Loan Maturity Date in accordance with Section 2.12., the Borrower agrees to pay to the Administrative Agent for the account of each Lender a fee equal to 0.10% of the aggregate outstanding principal amount of such Lender’s Term Loans on the effective date of each such extension. Such fee shall be due and payable in full on the date the Administrative Agent receives the Extension Request pursuant to such Section.

(c) Unused Fee. During the Availability Period, the Borrower agrees to pay to the Administrative Agent for the account of the Lenders, an unused facility fee equal to the aggregate amount of the Term Loan Commitments multiplied by 0.25% per annum. Such fee shall be computed on a daily basis and payable quarterly in arrears on the first day of each calendar quarter, commencing with the first full calendar quarter occurring after the Effective Date and ending on the last day of the Availability Period.

(d) [Intentionally Omitted].

(e) Administrative and Other Fees. The Borrower agrees to pay the administrative and other fees of the Administrative Agent and the Joint Lead Arrangers as provided in their respective Fee Letters and as may be otherwise agreed to in writing from time to time by the Borrower and the Administrative Agent.

Section 3.6. Computations.

Unless otherwise expressly set forth herein, any accrued interest on any Loan, any Fees or any other Obligations due hereunder shall be computed on the basis of a year of 360 days (or 365 or 366 days, as applicable, in the case of Base Rate Loans) and the actual number of days elapsed.

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Section 3.7. Usury.

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

Section 3.8. Statements of Account.

The Administrative Agent will account to the Borrower periodically, but no less than once every fiscal quarter, with a statement of Loans, accrued interest and Fees, charges and payments made pursuant to this Agreement and the other Loan Documents, and such account rendered by the Administrative Agent shall be deemed conclusive upon the Borrower absent manifest error. The failure of the Administrative Agent to deliver such a statement of accounts shall not relieve or discharge the Borrower from any of its obligations hereunder.

Section 3.9. Defaulting Lenders.

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

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

(b) Defaulting Lender Waterfall. Any payment of principal, interest, Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article XI. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.4. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future

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funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Article VI. were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with their respective Pro Rata Shares.

(c) Certain Fees. No Defaulting Lender shall be entitled to receive any Fee payable under Section 3.5.(c) with respect to its Term Loan Commitment for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee to such Defaulting Lender that otherwise would have been required to have been paid to that Defaulting Lender).

(d) [Intentionally Omitted].

(e) [Intentionally Omitted].

(f) Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, take such actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with their respective Pro Rata Shares whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to Fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(g) [Intentionally Omitted].

(h) Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Term Loan Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.6.(b). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Term Loan Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.6.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding Section 13.6.(b), shall pay to the Administrative Agent an assignment fee in the amount of $5000. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenders, except the Defaulting Lender as set forth in the immediately preceding sentence.

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Section 3.10. Taxes; Foreign Lenders.

(a) Taxes Generally. All payments by the Borrower of principal of, and interest on, the Loans and all other Obligations shall be made free and clear of and without deduction for any present or future excise, stamp or other taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding (i) franchise taxes, (ii) any taxes (other than withholding taxes) that would not be imposed but for a connection between the Administrative Agent or a Lender and the jurisdiction imposing such taxes (other than a connection arising solely by virtue of the activities of the Administrative Agent or such Lender pursuant to or in respect of this Agreement or any other Loan Document), (iii) any taxes imposed on or measured by any Lender’s assets, net income, receipts or branch profits, (iv) any taxes arising after the Agreement Date solely as a result of or attributable to a Lender changing its designated Lending Office after the date such Lender becomes a party hereto, and (v) any taxes imposed by Sections 1471 through Section 1474 of the Internal Revenue Code (including any official interpretations thereof, collectively “FATCA”) on any “withholdable payment” payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements as set forth in FATCA (such non-excluded items being collectively called “Taxes”). If any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Taxes pursuant to any Applicable Law, then the Borrower will:

(i) pay directly to the relevant Governmental Authority the full amount required to be so withheld or deducted;

(ii) promptly forward to the Administrative Agent an official receipt or other documentation satisfactory to the Administrative Agent evidencing such payment to such Governmental Authority; and

(iii) pay to the Administrative Agent for its account or the account of the applicable Lender such additional amount or amounts as is necessary to ensure that the net amount actually received by the Administrative Agent or such Lender will equal the full amount that the Administrative Agent or such Lender would have received had no such withholding or deduction been required.

(b) Tax Indemnification. If the Borrower fails to pay any Taxes when due to the appropriate Governmental Authority or fails to remit to the Administrative Agent, for its account or the account of the respective Lender, as the case may be, the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental Taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. For purposes of this Section, a distribution hereunder by the Administrative Agent or any Lender to or for the account of any Lender shall be deemed a payment by the Borrower.

(c) Tax Forms. Prior to the date that any Lender or Participant organized under the laws of a jurisdiction other than the United States of America becomes a party hereto, such Person shall deliver to the Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax under the Internal Revenue Code. Each such Lender

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or Participant shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrower or the Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrower or the Administrative Agent. The Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Lender or Participant that is organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes or the Administrative Agent, if it is organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes, if such Lender, such Participant or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Lender or Participant, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from such payment to such Lender such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Term Loan Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

(d) USA Patriot Act Notice; Compliance. In order for the Administrative Agent to comply with the Patriot Act, prior to any Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America becoming a party hereto, the Administrative Agent may request, and such Lender or Participant shall provide to the Administrative Agent, its name, address, tax identification number and/or such other identification information as shall be necessary for the Administrative Agent to comply with federal law.

ARTICLE IV. BORROWING BASE PROPERTIES

Section 4.1. Eligibility of Properties.

(a) Initial Borrowing Base Assets. As of the date hereof, the Lenders have approved for inclusion in calculations of the Borrowing Base (i) the Properties identified on Schedule 4.1., as well as the Unencumbered Eligible Property Value initially attributable to each such Property and the (ii) Mortgage Receivables identified on such Schedule.

(b) Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that any additional Eligible Property be included in calculations of the Borrowing Base, the Borrower shall so notify the Administrative Agent in writing and provide the Administrative Agent with the following, in form and substance reasonably satisfactory to the Administrative Agent:

(i) An operating statement for such Property certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP, if available, and otherwise in accordance with tax basis accounting principles, for the previous two fiscal years and for the current fiscal year through the fiscal quarter most recently ended to the extent available if such Property was acquired by the Borrower or a Subsidiary within the last 2 years;

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(ii) A pro-forma operating statement or an operating budget for such Property for the current and immediately following fiscal year; provided, however, if such Property is subject to a Triple Net Lease, then only a 12-month forward rent roll shall be required;

(iii) An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, survey, current occupancy rate and physical condition of such Property and (B) the current and projected condition of the regional market and specific submarket in which such Property is located, prepared by the Borrower, CoStar Group, Inc. or another similar market analysis company reasonably acceptable to the Administrative Agent;

(iv) A “Phase I” environmental assessment of such Property not more than 12 months old (or if such Property was previously subject to a Lien to secure Indebtedness of the Borrower or a Subsidiary and such Indebtedness was later satisfied in order to include such Property in the Borrowing Base, the most recently obtained “Phase I” obtained by the Borrower or a Subsidiary, so long as such “Phase I” was obtained within 3 years of the date of notification by the Borrower under this Section 4.1.(b), or such longer period, not to exceed 6 years of the date of notification by the Borrower under this Section 4.1(b), as approved by the Administrative Agent in its reasonable discretion, and the Borrower certifies that the representation set forth in Section 7.1.(o) is true and correct as of the date of such notification), which report has been prepared by Environmental Management Group or another environmental engineering firm acceptable to the Administrative Agent, such acceptance not to be unreasonably withheld, conditioned or delayed, including any “Phase II” environmental assessment prepared or recommended by such environmental engineering firm to be prepared for such Property;

(v) A Borrowing Base Certificate that includes the Unencumbered Eligible Property Value of such Property;

(vi) To the extent the owner of such Property is not the Borrower or already party to the Guaranty, such deliveries as are required pursuant to Section 8.12. hereof (which items shall be delivered, and such Subsidiary shall become a Guarantor, prior to the date such Property is included as a Borrowing Base Property); and

(vii) Such other information the Administrative Agent may reasonably request in order to confirm that the Property is an Eligible Property.

Upon the Administrative Agent’s receipt of all of the foregoing items which shall be in form and substance reasonably satisfactory to the Administrative Agent, such Property shall be deemed to be a Borrowing Base Property.

(c) Nonconforming Properties. If a Property which the Borrower wants to have included in calculations of the Borrowing Base does not satisfy the requirements of an Eligible Property, the Borrower may by written notice to the Administrative Agent request that the Lenders nevertheless include such Property as a Borrowing Base Property. Such written notice shall set forth in a manner reasonably acceptable to the Administrative Agent a detailed description of each criteria set forth in the definition of Eligible Property which such Property fails to satisfy and the extent or manner in which it failed to satisfy such criteria (the “Nonconforming Features”). The Administrative Agent shall forward any such notice to the Lenders promptly upon receipt. In connection therewith, the Borrower shall deliver the information required by the immediately preceding subsection (b) to each of the Lenders. A Property shall become a Borrowing Base Property under this subsection only upon the approval of the Requisite Lenders, such approval not to be unreasonably withheld, conditioned or delayed.

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(d) Additional Unencumbered Mortgage Receivables. If after the Effective Date the Borrower desires that any additional Mortgage Receivable be included in calculations of the Borrowing Base, the Borrower shall so notify the Administrative Agent in writing and provide the Administrative Agent with the following, in form and substance reasonably satisfactory to the Administrative Agent:

(i) Copies of the documents, instruments and agreements evidencing such Mortgage Receivable;

(ii) Evidence reasonably satisfactory to the Administrative Agent that (x) the Lien securing such Mortgage Receivable is a first priority Lien and (y) establishes the amount of Indebtedness secured by the Lien securing such Mortgage Receivable and the Value of the property encumbered by such Lien;

(iii) A Borrowing Base Certificate that includes the amount of such Mortgage Receivable; and

(iv) Such other information the Administrative Agent may reasonably request in order to confirm that the Mortgage Receivable qualifies as an Unencumbered Mortgage Receivable.

Upon the Administrative Agent’s receipt of all of the foregoing items, such Mortgage Receivable shall be deemed to be an Unencumbered Mortgage Receivable.

Section 4.2. Release of Properties.

From time to time the Borrower may request, upon not less than 10 days prior written notice to the Administrative Agent (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion), that a Borrowing Base Asset be no longer considered a Borrowing Base Asset, which release (a “Property Release”) shall be effected by the Administrative Agent if the Administrative Agent determines all of the following conditions are satisfied as of the date of such Property Release:

(a) No Default or Event of Default exists or will exist immediately after giving effect to such Property Release and the reduction in the Borrowing Base by reason of such Property Release;

(b) The representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) immediately prior to and after giving effect to such Property Release with the same force and effect as if made on and as of such date except to the extent (i) that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date), and (ii) of changes in factual circumstances resulting from transactions permitted by the Loan Documents;

(c) The Borrower shall have delivered to the Administrative Agent a Borrowing Base Certificate and Compliance Certificate demonstrating on a pro forma basis, and the Administrative Agent shall have determined to its reasonable satisfaction, that after giving effect to such request and any prepayment of the Loans or other Indebtedness to be made and/or the acceptance of any Property, Mortgage Receivable or cash or cash equivalents as an additional or replacement Borrowing Base Asset to be given concurrently with such request, that the Borrower will be in compliance with the covenants set forth in Section 10.1. after giving effect to the Property Release; and

(d) After giving effect to such Property Release, the number of Borrowing Base Properties shall be at least 100, and the aggregate Unencumbered Eligible Property Values of such Borrowing Base Properties shall be at least $300,000,000. Delivery by the Borrower to the Administrative Agent of a request for a Property Release shall constitute a representation by the Borrower that the matters set forth in the immediately preceding clauses (a) and (b) (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

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Section 4.3. Frequency of Calculations of Borrowing Base.

Initially, the Borrowing Base shall be the amount set forth as such in the Borrowing Base Certificate delivered under Section 6.1. Thereafter, the Borrowing Base shall be the amount set forth as such in the Borrowing Base Certificate delivered from time to time under Sections 4.1., 4.2.(c) and 9.4.(d). Any increase in the Unencumbered Eligible Property Value of a Borrowing Base Property shall become effective as of the next determination of the Borrowing Base as provided in this Section.

ARTICLE V. YIELD PROTECTION, ETC.

Section 5.1. Additional Costs; Capital Adequacy.

(a) Capital Adequacy. If any Lender determines that compliance with any law or regulation (including any Regulatory Change) or with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender, or any corporation controlling such Lender, as a consequence of, or with reference to, such Lender’s Term Loan Commitment or its making or maintaining Loans below the rate which such Lender or such corporation controlling such Lender could have achieved but for such compliance (taking into account the policies of such Lender or such corporation with regard to capital), then the Borrower shall, from time to time, within thirty (30) days after written demand by such Lender, pay to such Lender additional amounts sufficient to compensate such Lender or such corporation controlling such Lender to the extent that such Lender determines such increase in capital is allocable to such Lender’s obligations hereunder.

(b) Additional Costs. In addition to, and not in limitation of the immediately preceding subsection, the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Term Loan Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or its Term Loan Commitment (other than taxes imposed on or measured by the overall net income of such Lender or of its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when

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determining Adjusted LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Term Loan Commitment of such Lender hereunder) or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy).

(c) Lender’s Suspension of LIBOR Loans. Without limiting the effect of the provisions of the immediately preceding subsections (a) and (b), if by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender that includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender that includes LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 5.5. shall apply).

(d) [Intentionally Omitted].

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

(f) Delay in Requests. Failure or delay on the part of the Administrative Agent or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s or such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent or a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than 120 days prior to the date that the Administrative Agent or such Lender, as the case may be, notifies the Borrower of the event giving rise to such increased costs or reductions, and of the Administrative Agent’s or such Lender’s intention to claim compensation therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the 120 day period referred to above shall be extended to include the period of retroactive effect thereof).

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Section 5.2. Suspension of LIBOR Loans.

Anything herein to the contrary notwithstanding, if, on or prior to the determination of Adjusted LIBOR for any Interest Period:

(a) the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein or is otherwise unable to determine LIBOR or Adjusted LIBOR; or

(b) the Administrative Agent reasonably determines (which determination shall be conclusive) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are not likely to adequately cover the cost to any Lender of making or maintaining LIBOR Loans for such Interest Period;

then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no obligation to, and shall not, make any additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans, and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either prepay such Loan or Convert such Loan into a Base Rate Loan.

Section 5.3. Illegality.

Notwithstanding any other provision of this Agreement, if any Lender shall determine (which determination shall be conclusive and binding) that it is unlawful for such Lender to honor its obligation to make or maintain LIBOR Loans hereunder, then such Lender shall promptly notify the Borrower thereof (with a copy of such notice to the Administrative Agent) and such Lender’s obligation to make or Continue, or to Convert, Loans of any other Type into, LIBOR Loans shall be suspended, in each case, until such time as such Lender may again make and maintain LIBOR Loans (in which case the provisions of Section 5.5. shall be applicable).

Section 5.4. Compensation.

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

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

(b) any failure by the Borrower for any reason (including, without limitation, the failure of any of the applicable conditions precedent specified in Section 6.2. to be satisfied) to borrow a LIBOR Loan from such Lender on the date for such borrowing, or to Convert a Base Rate Loan into a LIBOR Loan or Continue a LIBOR Loan on the requested date of such Conversion or Continuation.

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

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calculating present value by using as a discount rate equal to Adjusted LIBOR quoted on such date. Upon the Borrower’s request, the Administrative Agent shall provide the Borrower with a statement setting forth the basis for requesting such compensation and the method for determining the amount thereof. Any such statement shall be conclusive absent manifest error.

Section 5.5. Treatment of Affected Loans.

If the obligation of any Lender to make LIBOR Loans or to Continue or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 5.1.(c), Section 5.2. or Section 5.3. then such Lender’s LIBOR Loans shall be automatically Converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for LIBOR Loans (or, in the case of a Conversion required by Section 5.1.(c), Section 5.2., or Section 5.3. on such earlier date as such Lender may specify to the Borrower with a copy to the Administrative Agent) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 5.1., Section 5.2. or Section 5.3. that gave rise to such Conversion no longer exist:

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

(ii) any portion of such Lender’s Loans that would otherwise be made or Continued by such Lender as a LIBOR Loan shall be made or Continued instead as a Base Rate Loan, and any Base Rate Loan of such Lender that would otherwise be Converted into a LIBOR Loans shall remain as a Base Rate Loan.

If such Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 5.1.(c), 5.2. or 5.3. that gave rise to the Conversion of such Lender’s LIBOR Loans pursuant to this Section no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when LIBOR Loans made by other Lenders are outstanding, then such Lender’s Base Rate Loans shall be automatically Converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding LIBOR Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding LIBOR Loans and by such Lender are held pro rata (as to principal amounts, Types and Interest Periods) in accordance with the respective Pro Rata Share of each Lender.

Section 5.6. Affected Lenders.

If (a) a Lender requests compensation pursuant to Section 3.10. or 5.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 5.1.(c) or 5.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Term Loan Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.6.(b) for a purchase price equal to (x) the aggregate principal balance of the Loans then owing to the Affected Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee. Each of the Administrative Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any titled agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible

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Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to this Agreement (including, without limitation, pursuant to Sections 3.10., 5.1. or 5.4.) with respect to any period up to the date of replacement.

Section 5.7. Change of Lending Office.

Each Lender agrees that it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate an alternate Lending Office with respect to any of its Loans affected by the matters or circumstances described in Sections 3.10., 5.1. or 5.3. to reduce the liability of the Borrower or avoid the results provided thereunder, so long as such designation is not disadvantageous to such Lender as determined by such Lender in its sole discretion, except that such Lender shall have no obligation to designate a Lending Office located in the United States of America.

Section 5.8. Assumptions Concerning Funding of LIBOR Loans.

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

ARTICLE VI. CONDITIONS PRECEDENT

Section 6.1. Initial Conditions Precedent.

The obligation of the Lenders to make the initial Loans hereunder is subject to the satisfaction or waiver of the following conditions precedent:

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

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

(ii) Term Notes (excluding any Lender that has requested that it not receive a Note) executed by the Borrower, payable to each applicable Lender and complying with the terms of Section 2.10.(a);

(iii) the Guaranty executed by the Parent and each owner of an Eligible Property (other than the Borrower);

(iv) an opinion of Tones Vaisey, PLLC, counsel to the Borrower and the other Loan Parties, addressed to the Administrative Agent and the Lenders and covering such matters as the Administrative Agent may reasonably request;

(v) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower and the Parent certified as of a recent date by the Secretary of

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State of the state of formation of such Person and of each other Loan Party certified as true, complete and correct copies by the Secretary or Assistant Secretary (or individual performing similar functions) of each other Loan Party;

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

(vii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower, Notices of Term Loan Borrowing, Notices of Conversion and Notices of Continuation;

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

(ix) a Borrowing Base Certificate calculated as of September 30, 2015 giving pro forma effect to the transactions contemplated herein;

(x) a Compliance Certificate calculated on a pro forma basis for the Parent’s fiscal quarter ending September 30, 2015;

(xi) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid;

(xii) the Notice of Term Loan Borrowing from the Borrower requesting Loans and indicating how the proceeds thereof are to be made available to the Borrower, and if any of the Loans initially are to be LIBOR Loans, the Interest Period thereof;

(xiii) documentation evidencing that the Existing Credit Agreements have been amended such that the applicable terms of this Agreement are consistent with the terms of the Existing Credit Agreements and that the terms of this Agreement do not conflict with the terms of the Existing Credit Agreements, including without limitation, amending the Negative Pledge provisions of the Existing Credit Agreements to permit this Agreement to provide for the Negative Pledge pursuant to Section 10.2. on the same terms as such Negative Pledge in each such Existing Credit Agreement; and

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

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

(i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and their respective Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect;

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

(iii) the Parent, the Borrower, the other Loan Parties, and their respective Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any Applicable Law or (B) any material agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound;

(iv) the Parent, the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); and

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

Section 6.2. Conditions Precedent to All Credit Events.

In addition to satisfaction or waiver of the conditions precedent contained in Section 6.1., the obligations of the Lenders to make any Loans (including pursuant to Section 2.14.) are subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of the Loans or would exist immediately after giving effect thereto; (b) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted hereunder; and (c) the Administrative Agent shall have received a timely Notice of Term Loan Borrowing. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time the Loans are made that all conditions to the making of such Loans contained in this Article VI. have been satisfied.

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ARTICLE VII. REPRESENTATIONS AND WARRANTIES

Section 7.1. Representations and Warranties.

In order to induce the Administrative Agent and each Lender to enter into this Agreement and to make the Loans, each of the Parent and the Borrower represents and warrants to the Administrative Agent and each Lender as follows:

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

(b) Ownership Structure. Part I of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. As of the Agreement Date, except as disclosed in such Schedule (A), each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a)(i) and (f) of the definition of the term “Permitted Liens”), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent.

(c) Authorization of Loan Documents and Borrowings. The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Parent, the Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which the Parent, the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.

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

(e) Compliance with Law; Governmental Approvals. Each of the Parent, the Borrower, the other Loan Parties and the other Subsidiaries is in compliance with each Governmental Approval and all other Applicable Laws relating to it except for noncompliances which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate, reasonably be expected to cause a Default or Event of Default or have a Material Adverse Effect.

(f) Title to Properties; Liens. Part I of Schedule 7.1.(f) is, as of the Agreement Date, a complete and correct listing of all real estate assets of the Parent, the Borrower, each other Loan Party and each other Subsidiary, setting forth, for each such Property, the current occupancy status of such Property and whether such Property is a Development Property and, if such Property is a Development Property, the status of completion of such Property. Each of the Borrower, each other Loan Party and each other Subsidiary has good, marketable and legal title to, or a valid leasehold interest in, its respective assets. As of the Agreement Date, there are no Liens against any assets of any Borrower or any Subsidiary other than Permitted Liens and Liens set forth on Part II of Schedule 7.1.(f).

(g) Existing Indebtedness; Total Liabilities. Schedule 7.1.(g) is, as of the Agreement Date, a complete and correct listing of all Indebtedness (including all Guarantees) of each of the Parent, the Borrower, the other Loan Parties and the other Subsidiaries, and if such Indebtedness is secured by any Lien, a description of all of the property subject to such Lien. As of the Agreement Date, the Borrower, the other Loan Parties and the other Subsidiaries have materially performed and are in material compliance with all of the terms of such Indebtedness and all instruments and agreements relating thereto, and no event of default, or, to the best of Parent’s and the Borrower’s knowledge, no default or other event or condition which with the giving of notice, the lapse of time, or both, would constitute an event of default, exists with respect to any such Indebtedness.

(h) Material Contracts. Schedule 7.1.(h) is, as of the Agreement Date, a true, correct and complete listing of all Material Contracts. Each of the Parent, the Borrower, the other Loan Parties and the other Subsidiaries that is party to any Material Contract has materially performed and is in material compliance with all of the terms of such Material Contract, and no default or event of default, or event or condition which with the giving of notice, the lapse of time, or both, would constitute such a default or event of default, exists with respect to any such Material Contract.

(i) Litigation. Except as set forth on Schedule 7.1.(i), there are no actions, suits or proceedings pending (nor, to the knowledge of any Loan Party, are there any actions, suits or proceedings threatened, nor is there any basis therefor) against or in any other way relating adversely to or affecting the Parent, the Borrower, any other Loan Party, any other Subsidiary or any of their respective property in any court or before any arbitrator of any kind or before or by any other Governmental Authority which, (i) could reasonably be expected to have a Material Adverse Effect or (ii) in any manner draws into

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question the validity or enforceability of any Loan Document. There are no strikes, slowdowns, work stoppages or walkouts or other labor disputes in progress or threatened relating to, any Loan Party or any other Subsidiary.

(j) Taxes. All federal, state and other material tax returns of the Parent, the Borrower, each other Loan Party and each other Subsidiary required by Applicable Law to be filed have been duly filed, and all federal, state and other material taxes, assessments and other governmental charges or levies upon, each Loan Party, each other Subsidiary and their respective properties, income, profits and assets which are due and payable have been paid, except any such nonpayment or non-filing which is at the time permitted under Section 8.6. As of the Agreement Date, none of the United States income tax returns of the Parent, the Borrower, any other Loan Party or any other Subsidiary is under audit. All material charges, accruals and reserves on the books of the Borrower, the other Loan Parties and the other Subsidiaries in respect of any taxes or other governmental charges are in accordance with GAAP.

(k) Financial Statements. The Borrower has furnished to each Lender copies of (i) the audited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal years ended December 31, 2013 and December 31, 2014, and the related audited consolidated statements of operations, shareholders’ equity and cash flows for the fiscal years ended on such dates, with the opinion thereon of Ernst & Young LLP, and (ii) the unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal quarter ended September 30, 2015, and the related unaudited consolidated statements of operations and shareholders’ equity of the Parent and its consolidated Subsidiaries for the fiscal quarter ended on such date. Such financial statements (including in each case related schedules and notes) are complete and correct in all material respects and present fairly, in accordance with GAAP, consistently applied throughout the periods involved, the consolidated financial position of the Parent and its consolidated Subsidiaries as at their respective dates and the results of operations and, with respect to the financial statements referenced in clause (i), the cash flow for such periods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments and absence of footnotes). None of the Parent, the Borrower or any of their respective Subsidiaries has on the Agreement Date any material contingent liabilities, liabilities, liabilities for taxes, unusual or long-term commitments or unrealized or forward anticipated losses from any unfavorable commitments that would be required to be set forth in its financial statements or notes thereto, except as referred to or reflected or provided for in said financial statements.

(l) No Material Adverse Change; Solvency. Since December 31, 2014, there has been no event, change, circumstance or occurrence that could reasonably be expected to have a Material Adverse Effect. Each of the Parent, the Borrower and the other Loan Parties is Solvent after giving effect to Section 30 of the Guaranty. The Parent, the Borrower, the other Loan Parties and the other Subsidiaries, on a consolidated basis, are Solvent.

(m) ERISA.

(i) Each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws in all material respects. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial

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amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of each of the Parent and the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter.

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

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

(n) Absence of Default. None of (i) the Loan Parties is in default under its certificate or articles of incorporation or formation or any material provision of its bylaws, partnership agreement or other similar organizational documents, and (ii) the other Subsidiaries of the Parent is in default of any material provision under its certificate or articles of incorporation or formation or any material provision of its bylaws, partnership agreement or other similar organizational documents. No event has occurred, which has not been remedied, cured or waived: (A) which constitutes a Default or an Event of Default; or (B) which constitutes, or which with the passage of time, the giving of notice, or both, would constitute, a default or event of default by, any Loan Party or any other Subsidiary under any agreement (other than this Agreement) or judgment, decree or order to which any such Person is a party or by which any such Person or any of its respective properties may be bound where such default or event of default could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(o) Environmental Laws. Each of the Borrower, each other Loan Party and each other Subsidiary: (i) is in compliance with all Environmental Laws applicable to its business, operations and the Properties, (ii) has obtained all Governmental Approvals which are required under Environmental Laws, and each such Governmental Approval is in full force and effect, and (iii) is in compliance with all terms and conditions of such Governmental Approvals, where with respect to each of the immediately preceding clauses (i) through (iii) the failure to obtain or to comply with could reasonably be expected to have a Material Adverse Effect. Except for any of the following matters that could not reasonably be expected to have a Material Adverse Effect, no Loan Party has any knowledge of, or has received notice of, any past, present, or pending releases, events, conditions, circumstances, activities, practices, incidents, facts, occurrences, actions, or plans that, with respect to any Loan Party or any other Subsidiary, their respective businesses, operations or with respect to the Properties, may: (x) cause or contribute to an actual or alleged violation of or noncompliance with Environmental Laws, (y) cause or contribute to any other potential common-law or legal claim or other liability, or (z) cause any of the Properties to become subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law or require the filing or recording of any notice, approval or disclosure document under any Environmental Law and, with respect to the immediately preceding clauses (x) through (z) is

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based on or related to the on-site or off-site manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport, removal, clean up or handling, or the emission, discharge, release or threatened release of any wastes or Hazardous Material, or any other requirement under Environmental Law. There is no civil, criminal, or administrative action, suit, demand, claim, hearing, notice, or demand letter, mandate, order, lien, request, investigation, or proceeding pending or, to the Parent’s or the Borrower’s knowledge after due inquiry, threatened, against the Parent, the Borrower, any other Loan Party or any other Subsidiary relating in any way to Environmental Laws which, reasonably could be expected to have a Material Adverse Effect. None of the Properties is listed on or proposed for listing on the National Priority List promulgated pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and its implementing regulations, or any state or local priority list promulgated pursuant to any analogous state or local law. To either the Parent’s or the Borrower’s knowledge, no Hazardous Materials generated at or transported from the Properties are or have been transported to, or disposed of at, any location that is listed or proposed for listing on the National Priority List or any analogous state or local priority list, or any other location that is or has been the subject of a clean-up, removal or remedial action pursuant to any Environmental Law, except to the extent that such transportation or disposal could not reasonably be expected to result in a Material Adverse Effect.

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

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

(r) Affiliate Transactions. Except as permitted by Section 10.8. or as otherwise set forth on Schedule 7.1.(r), none of the Parent, the Borrower, any other Loan Party or any other Subsidiary is a party to or bound by any agreement or arrangement with any Affiliate.

(s) Intellectual Property. Each of the Loan Parties and each other Subsidiary owns or has the right to use, under valid license agreements or otherwise, all patents, licenses, franchises, trademarks, trademark rights, service marks, service mark rights, trade names, trade name rights, trade secrets and copyrights (collectively, “Intellectual Property”) necessary to the conduct of its businesses as specified in Section 7.1.(t), without known conflict with any patent, license, franchise, trademark, trademark right, service mark, service mark right, trade secret, trade name, copyright, or other proprietary right of any other Person. No claim has been asserted to any Loan Party or any Subsidiary by any Person with respect to the use of any such Intellectual Property by the Parent, the Borrower, any other Loan Party or any other Subsidiary, or challenging or questioning the validity or effectiveness of any such Intellectual Property, in each case, that could reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by the Parent, the Borrower, the other Loan Parties and the other Subsidiaries does not infringe on the rights of any Person, subject to such claims and infringements as do not, in the aggregate, give rise to any liabilities on the part of the Borrower, any other Loan Party or any other Subsidiary that could reasonably be expected to have a Material Adverse Effect.

(t) Business. As of the Agreement Date, the Parent, the Borrower, the other Loan Parties and the other Subsidiaries are engaged in the business of owning, leasing and financing real estate, together with other business activities incidental thereto.

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

(v) Accuracy and Completeness of Information. All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished (including times prior to the Agreement Date in respect of any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated by this Agreement), complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with GAAP, consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on assumptions that the Borrower, other Loan Party or other Subsidiary believed to be reasonable in light of the circumstances in which such financial projections and forward-looking statements were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially from projected results and that no assurance can be given that the projected results will be realized). No fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee) a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1.(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

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

(x) OFAC. None of the Parent, the Borrower, any of the other Loan Parties, any of the other Subsidiaries, or to the Parent’s and the Borrower’s knowledge, any other Affiliate of the Parent: (i) is a person named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control available at http://www.treas.gov/offices/enforcement/ofac/index.shtml or as otherwise published from time to time; (ii) is (A) an agency of the government of a country, (B) an organization controlled by a country, or (C) a person resident in a country that is subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/index.shtml, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person;

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or (iii) derives any of its assets or operating income from investments in or transactions with any such country, agency, organization or person; and none of the proceeds from any Loan will be used to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person.

(y) REIT Status. The Parent qualifies as, and has elected to be treated as, a REIT and is in compliance with all applicable requirements and conditions imposed under the Internal Revenue Code necessary to allow the Parent to maintain its status as a REIT.

(z) Borrowing Base Assets. Each of the Properties and other assets included in calculations of the Borrowing Base satisfy all of the requirements contained in the definitions of “Eligible Property”, “Unencumbered Cash” and “Unencumbered Mortgage Receivable”, as applicable, except in the case of a Property to the extent the requirements in the definition of “Eligible Property” were waived by the Requisite Lenders, pursuant to Section 4.1.(c) at the time such Property was included in the Borrowing Base and such Property has not ceased to be a Borrowing Base Property pursuant to the definition thereof.

(aa) Anti-Corruption Laws and Sanctions; Anti-Terrorism Laws. None of the Parent, the Borrower, any Subsidiary or, to the knowledge of the Parent and the Borrower, any of their respective directors, officers, employees and agents (i) is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States, 50 U.S.C. App. §§ 1 et seq., as amended (the “Trading with the Enemy Act”) or (ii) is in violation of (A) the Trading with the Enemy Act, (B) any of the foreign assets control regulations of the United States Treasury Department or any enabling legislation or executive order relating thereto, including without limitation, Executive Order No. 13224, effective as of September 24, 2001 relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (C) the Patriot Act (collectively, the “Anti-Terrorism Laws”). The Parent has implemented and maintains in effect policies and procedures designed to ensure compliance by the Parent, the Borrower, their respective Subsidiaries and their respective directors, officers, employees and agents (in the case of directors, officers, employees and agents, acting solely in their capacity as such for the Parent, the Borrower or a Subsidiary, as applicable) with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions, in each case to the extent applicable to such Persons. The Parent, the Borrower, their respective Subsidiaries and, to the knowledge of the Parent and the Borrower, their respective directors, officers, employees and agents (in the case of directors, officers, employees and agents, acting solely in their capacity as such for the Parent, the Borrower or a Subsidiary, as applicable) are in compliance with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions in all material respects and to the extent applicable to such Persons. None of the Parent, the Borrower or any of their respective Subsidiaries is, or derives any of its assets or operating income from investments in or transactions with, a Sanctioned Person and, to the knowledge of the Parent and the Borrower, none of the respective directors, officers, employees or agents of the Parent, the Borrower or any of their respective Subsidiaries is a Sanctioned Person.

Section 7.2. Survival of Representations and Warranties, Etc.

All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date, the date on which any extension of the Term Loan Maturity Date is effectuated pursuant to Section 2.12., and at and as of the date of the occurrence of each Credit Event, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly and specifically permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Loans.

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ARTICLE VIII. AFFIRMATIVE COVENANTS

For so long as this Agreement is in effect, the Parent and the Borrower, as applicable, shall comply with the following covenants:

Section 8.1. Preservation of Existence and Similar Matters.

Except as otherwise permitted under Section 10.4., the Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, preserve and maintain its respective existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation and qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization and where the failure to be so authorized and qualified could reasonably be expected to have a Material Adverse Effect.

Section 8.2. Compliance with Applicable Law.

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, comply with all Applicable Law, including the obtaining of all Governmental Approvals, the failure with which to comply or obtain could reasonably be expected to have a Material Adverse Effect. The Parent will maintain in effect and enforce policies and procedures designed to ensure compliance by the Parent, the Borrower, their respective Subsidiaries and their respective directors, officers, employees and agents (in the case of directors, officers, employees and agents, acting solely in their capacity as such for the Parent, the Borrower or a Subsidiary, as applicable) with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions, in each case to the extent applicable to such Persons.

Section 8.3. Maintenance of Property.

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

Section 8.4. Conduct of Business.

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, carry on its respective businesses as described in Section 7.1.(t) and not enter into any line of business not otherwise engaged in by the Loan Parties as of the Agreement Date.

Section 8.5. Insurance.

In addition to the requirements of any of the other Loan Documents, the Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, or cause each tenant under a Tenant Lease to, maintain insurance (on a replacement cost basis) with financially sound and reputable

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insurance companies against such risks and in such amounts as is customarily maintained by Persons engaged in similar businesses or as may be required by Applicable Law. The Borrower shall from time to time deliver to the Administrative Agent upon request a detailed list (together with copies, if requested by the Administrative Agent) of all policies of the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby and/or certificates of property, casualty and flood insurance, in form and substance reasonably satisfactory to the Administrative Agent.

Section 8.6. Payment of Taxes and Claims.

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, pay and discharge (a) prior to delinquency, all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any properties belonging to it, and (b) within 10 days of the date due, all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, could reasonably be expected to become a Lien on any properties of such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings which operate to suspend the collection thereof and for which adequate reserves have been established on the books of such Person in accordance with GAAP.

Section 8.7. Books and Records; Inspections.

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, keep proper books of record and account in which materially complete, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, permit representatives of the Administrative Agent or any Lender, upon three (3) Business Days’ prior written notice to the Borrower (provided that if a Default or Event of Default has occurred and is continuing, such written notice shall not be required), to visit, subject to the rights of tenants under Tenant Leases (so long as such rights do not consist of restrictions on a Lender’s right to visit a property imposed to avoid compliance with this Section), and inspect any of such Loan Parties’ or Subsidiaries’ respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants (in the presence of an officer of the Parent if an Event of Default does not then exist), all at such reasonable times during business hours and as often as may reasonably be requested and so long as no Event of Default exists, with reasonable prior notice. The Borrower shall be obligated to reimburse the Administrative Agent and the Lenders for their costs and expenses incurred in connection with the exercise of their rights under this Section only if such exercise occurs while a Default or Event of Default exists. If requested by the Administrative Agent, the Parent and the Borrower shall execute an authorization letter addressed to its accountants authorizing the Administrative Agent or any Lender to discuss the financial affairs of the Parent, the Borrower, any other Loan Party or any other Subsidiary with the Borrower’s accountants.

Section 8.8. Use of Proceeds.

The Borrower will use the proceeds of Loans to finance capital expenditures, to acquire properties, to repay Indebtedness of the Borrower and its Subsidiaries, to provide for the general working capital needs of the Borrower and its Subsidiaries and for other general corporate purposes of the Borrower and its Subsidiaries. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U or

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Regulation X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any such margin stock. The Parent and the Borrower shall not use, and shall ensure that their respective Subsidiaries and their respective directors, officers, employees and agents (in the case of directors, officers, employees and agents, acting solely in their capacity as such for the Parent, the Borrower or a Subsidiary, as applicable) shall not use, the proceeds of any Loan in any manner that would result in a violation of any applicable Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions.

Section 8.9. Environmental Matters.

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, comply with all Environmental Laws the failure with which to comply could reasonably be expected to have a Material Adverse Effect. The Parent and the Borrower shall comply, and shall cause each other Loan Party and each other Subsidiary to comply, and the Borrower shall use, and shall cause each other Loan Party and each other Subsidiary to use, commercially reasonable efforts to cause all other Persons occupying, using or present on the Properties to comply, with all Environmental Laws the failure with which to comply could reasonably be expected to have a Material Adverse Effect. The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, promptly take all actions and pay or arrange to pay all costs necessary for it and for the Properties to comply all Environmental Laws and all Governmental Approvals (including actions to remove and dispose of all Hazardous Materials and to clean up the Properties as required under Environmental Laws), in each case, the failure with which to comply could reasonably be expected to have a Material Adverse Effect. The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, promptly take all actions necessary to prevent the imposition of any Liens on any of their respective properties arising out of or related to any Environmental Laws. Nothing in this Section shall impose any obligation or liability whatsoever on the Administrative Agent or any Lender.

Section 8.10. Further Assurances.

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

Section 8.11. Material Contracts.

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, duly and punctually perform and comply with any and all material representations, warranties, covenants and agreements expressed as binding upon any such Person under any Material Contract. Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, do or knowingly permit to be done anything to impair materially the value of any of the Material Contracts.

Section 8.12. Additional Guarantors.

(a) Within a reasonable period of time (such period not to exceed 45 days) following the date that a Subsidiary of the Borrower first becomes the owner of an Eligible Property and if such Subsidiary still owns an Eligible Property on the date the following is required to be satisfied (such Subsidiary, a “Property Subsidiary”), the Borrower shall deliver to the Administrative Agent each of the following, in

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form and substance satisfactory to the Administrative Agent, for such Property Subsidiary and for each other Subsidiary of the Parent (other than the Borrower) that owns any direct or indirect Equity Interest in such Property Subsidiary, in each case, if such Subsidiary or Subsidiaries not already party to the Guaranty: (i) an Accession Agreement and (ii) the items that would have been delivered under Sections 6.1.(a)(iv) through (viii) and (xiv) if such Subsidiary or Subsidiaries had been a Loan Party on the Agreement Date.

(b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor (other than the Parent) from the Guaranty so long as: (i) such Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; (iv) if, upon removal of such entity as a Guarantor, any Property would cease to be a Borrowing Base Property, the Borrower shall have complied with the requirements of Section 4.2.; (v) such Guarantor will not have any, or will be released contemporaneously from all, Guarantee obligations in respect of the Existing Credit Agreements; and (vi) the Administrative Agent shall have received such written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.

Section 8.13. REIT Status.

The Parent shall maintain its status as, and election to be treated as, a REIT under the Internal Revenue Code.

ARTICLE IX. INFORMATION

For so long as this Agreement is in effect, the Parent and the Borrower, as applicable, shall furnish to the Administrative Agent for distribution to each of the Lenders:

Section 9.1. Quarterly Financial Statements.

As soon as available but in no event later than 60 days after the end of each of the first, second and third fiscal quarters of the Parent, the unaudited consolidated balance sheet of the Parent and its Subsidiaries as at the end of such period and the related unaudited consolidated statements of operations, stockholders’ equity and cash flows of the Parent and its Subsidiaries for such period, setting forth in each case in comparative form the figures as of the end of and for the corresponding periods of the previous fiscal year, all of which shall be certified by a Financial Officer of the Parent, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the consolidated financial position of the Parent and its Subsidiaries as at the date thereof and the results of operations for such period (subject to normal year-end audit adjustments and the absence of footnotes).

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Section 9.2. Year-End Statements.

As soon as available but in no event later than 120 days after the end of each fiscal year of the Parent, the audited consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of operations, stockholders’ equity and cash flows of the Parent and its Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which shall be (a) certified by a Financial Officer of the Parent, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the financial position of the Parent and its Subsidiaries as at the date thereof and the result of operations for such period and (b) accompanied by the report thereon of Ernst & Young or any other independent certified public accountants of recognized standing reasonably acceptable to the Administrative Agent, whose report shall be unqualified and in scope and substance satisfactory to the Requisite Lenders and who shall have authorized the Parent to deliver such financial statements and report thereon to the Administrative Agent and the Lenders pursuant to this Agreement.

Section 9.3. Compliance Certificate.

At the time the financial statements are furnished pursuant to Sections 9.1. and 9.2., a certificate substantially in the form of Exhibit G (a “Compliance Certificate”) executed on behalf of the Parent by a Financial Officer of the Parent (a) setting forth a reasonably detailed list of all Eligible Properties which the Borrower has included in calculations of Total Unencumbered Eligible Property Value for the fiscal period covered by such Compliance Certificate; (b) setting forth in reasonable detail as of the end of such quarterly accounting period or fiscal year, as the case may be, the calculations required to establish whether the Parent was in compliance with the covenants contained in Section 10.1.; and (c) stating that no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature, when it occurred and the steps being taken by the Parent and/or the Borrower with respect to such event, condition or failure.

Section 9.4. Other Information.

(a) Promptly upon receipt thereof, copies of any management report submitted to the Parent, the Borrower or either of their Board of Directors by its independent public accountants;

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

(c) Promptly upon the mailing thereof to the shareholders of the Parent generally, copies of all financial statements, reports and proxy statements so mailed and promptly upon the issuance thereof copies of all press releases issued by the Parent, the Borrower, any other Subsidiary or any other Loan Party;

(d) Within forty-five (45) days after the end of each fiscal quarter of the Parent, (i) a Borrowing Base Certificate and (ii) an operating summary with respect to each Borrowing Base Property including without limitation, a quarterly and year-to-date statement of Net Operating Income and a

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leasing/occupancy status report together with a current rent roll for such Property (except if such Borrowing Base Property is subject to a Triple Net Lease, in which case, the Borrower shall furnish to the Administrative Agent a rent roll showing rent paid for the last fiscal quarter for such Borrowing Base Property);

(e) No later than forty-five (45) days before the end of each fiscal year of the Parent ending prior to the Term Loan Maturity Date projected balance sheets, operating statements and sources and uses of cash of the Parent and its Subsidiaries on a consolidated basis for each quarter of the next succeeding fiscal year, all itemized in reasonable detail. The foregoing shall be accompanied by pro forma calculations, together with detailed assumptions, required to establish whether or not the Parent, and when appropriate its consolidated Subsidiaries, will be in compliance with the covenants contained in Sections 10.1. at the end of each fiscal quarter of the next succeeding fiscal year;

(f) Prior to February 1 of each year prior to the Term Loan Maturity Date, a property budget for each Borrowing Base Property for the coming fiscal year of the Parent; provided, however, if such Borrowing Base Property is subject to a Triple Net Lease, then only a 12-month forward rent roll shall be required;

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

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

(i) A copy of any amendment to the certificate or articles of incorporation or formation, bylaws, partnership agreement or other similar organizational documents of the Borrower or any other Loan Party within five (5) Business Days after the effectiveness thereof;

(j) Prompt notice of (i) any change in any Financial Officer of the Parent or the Borrower, any other Loan Party or any other Subsidiary, (ii) any change in the business, assets, liabilities, financial condition, results of operations of any Loan Party or any other Subsidiary or (iii) the occurrence of any other event which, in the case of any of the immediately preceding clauses (i) through (iii), has had, or could reasonably be expected to have, a Material Adverse Effect;

(k) Prompt notice of the occurrence of any Default or Event of Default or any event which constitutes or which with the passage of time, the giving of notice, or otherwise, would constitute a default or event of default by any Loan Party or any other Subsidiary under any Material Contract to which any such Person is a party or by which any such Person or any of its respective properties may be bound;

(l) Prompt notice of any order, judgment or decree in excess of $5,000,000 having been entered against any Loan Party or any other Subsidiary or any of their respective properties or assets;

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(m) Any notification of a violation of any Applicable Law or any inquiry shall have been received by any Loan Party or any other Subsidiary from any Governmental Authority that could reasonably be expected to result in a Material Adverse Effect;

(n) Promptly upon the request of the Administrative Agent, evidence of the Parent’s calculation of the Ownership Share with respect to a Subsidiary or an Unconsolidated Affiliate, such evidence to be in form and detail reasonably satisfactory to the Administrative Agent;

(o) Promptly, upon each request, information identifying any Loan Party as a Lender may request in order to comply with the Patriot Act;

(p) Promptly, and in any event within 3 Business Days after a Responsible Officer of the Parent or the Borrower obtains knowledge thereof, written notice of the occurrence of any of the following: (i) the Parent, the Borrower, any other Loan Party or any other Subsidiary shall receive notice that any violation of or noncompliance with any Environmental Law has or may have been committed or is threatened; (ii) the Parent, the Borrower, any other Loan Party or any other Subsidiary shall receive notice that any administrative or judicial complaint, order or petition has been filed or other proceeding has been initiated, or is about to be filed or initiated against any such Person alleging any violation of or noncompliance with any Environmental Law or requiring any such Person to take any action in connection with the release or threatened release of Hazardous Materials; (iii) the Parent, the Borrower, any other Loan Party or any other Subsidiary shall receive any notice from a Governmental Authority or private party alleging that any such Person may be liable or responsible for any costs associated with a response to, or remediation or cleanup of, a release or threatened release of Hazardous Materials or any damages caused thereby; or (iv) the Parent, the Borrower, any other Loan Party or any other Subsidiary shall receive notice of any other fact, circumstance or condition that could reasonably be expected to form the basis of an environmental claim, and the matters covered by notices referred to in any of the immediately preceding clauses (i) through (iv), whether individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

(q) Promptly upon, and in any event within 10 Business Days of, any change in the Borrower’s Credit Rating, a certificate stating that the Borrower’s Credit Rating has changed and the new Credit Rating that is in effect; and

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

Section 9.5. Electronic Delivery of Certain Information.

(a) Documents required to be delivered pursuant to the Loan Documents may be delivered by electronic communication and delivery, including, the Internet, e-mail or intranet websites to which the Administrative Agent and each Lender have access (including a commercial, third-party website such as www.sec.gov <http://www.sec.gov> or a website sponsored or hosted by the Administrative Agent or the Borrower) provided that the foregoing shall not apply to (i) notices to any Lender pursuant to Article II. and (ii) any Lender that has notified the Administrative Agent and the Borrower that it cannot or does not want to receive electronic communications. The Administrative Agent, the Parent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic delivery pursuant to procedures approved by it for all or particular notices or communications. Documents or notices delivered electronically (other than by e-mail) shall be deemed to have been

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delivered twenty-four (24) hours after the date and time on which the Administrative Agent, the Parent or the Borrower posts such documents or the documents become available on a commercial website and the Administrative Agent, the Parent or the Borrower notifies each Lender of said posting and provides a link thereto provided if such notice or other communication is not sent or posted during the normal business hours of the recipient, said posting date and time shall be deemed to have commenced as of 9:00 a.m. Eastern time on the opening of business on the next business day for the recipient. Notwithstanding anything contained herein, in every instance the Parent shall be required to provide paper copies of the certificate required by Section 9.3. to the Administrative Agent and shall deliver paper copies of any documents to the Administrative Agent or to any Lender that requests such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. Except for the certificates required by Section 9.3., the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents delivered electronically, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery. Each Lender shall be solely responsible for requesting delivery to it of paper copies and maintaining its paper or electronic documents.

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

Section 9.6. USA Patriot Act Notice; Compliance.

Each Lender that is subject to the requirements of the Patriot Act hereby notifies the Parent and the Borrower that pursuant to the requirements of the Patriot Act, such Lender is required to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution. Consequently, a Lender (for itself and/or as Administrative Agent for all Lenders hereunder) may from time-to-time request, and the Parent and the Borrower shall, and shall cause the other Loan Parties to, provide to such Lender, such Loan Party’s name, address, tax identification number and/or such other identification information as shall be necessary for such Lender to comply with federal law. An “account” for this purpose may include, without limitation, a deposit account, cash management service, a transaction or asset account, a credit account, a loan or other extension of credit, and/or other financial services product.

ARTICLE X. NEGATIVE COVENANTS

For so long as this Agreement is in effect, the Parent or the Borrower, as applicable, shall comply with the following covenants:

Section 10.1. Financial Covenants.

(a) Leverage Ratio. The Parent shall not permit the ratio of (i) Total Outstanding Indebtedness of the Parent and its Subsidiaries to (ii) Total Market Value, to exceed 0.60 to 1.00 at any time.

(b) Secured Indebtedness Ratio. The Parent shall not permit the ratio of (i) Secured Indebtedness of the Parent and its Subsidiaries to (ii) Total Market Value, to exceed 0.40 to 1.00 at any time.

(c) Recourse Secured Indebtedness Ratio. The Parent shall not permit the ratio of (i) Secured Indebtedness that is not Nonrecourse Indebtedness of the Parent and its Subsidiaries to (ii) to Total Market Value, to exceed 0.100 to 1.00 at any time.

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(d) Adjusted EBITDA to Interest Expense. The Parent shall not permit the ratio of (i) Adjusted EBITDA of the Parent and its Subsidiaries for the fiscal quarter most recently ended for which financial statements are available to (ii) Interest Expense of the Parent and its Subsidiaries for such fiscal quarter, to be less than 1.85 to 1.0 at any time.

(e) Adjusted EBITDA to Fixed Charges. The Parent shall not permit the ratio of (i) Adjusted EBITDA of the Parent and its Subsidiaries for the fiscal quarter most recently ended for which financial statements are available to (ii) Fixed Charges of the Parent and its Subsidiaries for such fiscal quarter, at any time to be less than 1.50 to 1.00.

(f) Tangible Net Worth. The Parent shall not permit Tangible Net Worth at any time to be less than (i) $300,000,000 plus (ii) 85.0% of the Net Proceeds of all Equity Issuances effected after December 31, 2014 by the Parent or any of its Subsidiaries to any Person other than the Parent or any of its Subsidiaries.

(g) Ratio of Total Unsecured Indebtedness to Total Unencumbered Eligible Property Value. The Parent shall not permit the ratio of (i) Total Unsecured Indebtedness of the Parent and its Subsidiaries to (ii) Total Unencumbered Eligible Property Value to exceed 0.60 to 1.00 at any time.

(h) Permitted Investments. The Parent shall not, and shall not permit any Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which would cause the aggregate value (determined in accordance with GAAP in the cases of clauses (i) through (iii)) of such holdings of such Persons to exceed 15.0% of Total Market Value at any time:

(i) unimproved real estate (which shall not include any Development Property);

(ii) Common stock, Preferred Equity and other Equity Interests in Persons (other than Wholly Owned Subsidiaries);

(iii) Mortgage Receivables in favor of the Borrower, any other Loan Party or other Subsidiary; and

(iv) Total Budgeted Costs for Development Properties.

In addition to the foregoing limitation regarding the aggregate value of clauses (i) through (iv), the aggregate value of clause (ii) shall not exceed 10.0% of Total Market Value at any time, and the aggregate value of clause (iii) shall not exceed 10% of Total Market Value at any time.

(i) Dividends and Other Restricted Payments. Subject to the following sentence, if an Event of Default exists, neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any of its Subsidiaries to, declare or make any Restricted Payments except that the Parent may declare and make cash distributions to its shareholders in an aggregate amount not to exceed the minimum amount necessary for the Parent to remain in compliance with Section 8.13. (and the Borrower and its Subsidiaries may declare and make cash distributions to the Parent for such purpose), and Subsidiaries of the Borrower may pay Restricted Payments to the Borrower or any other Subsidiary of the Borrower that is a Loan Party. If an Event of Default specified in Section 11.1.(a), Section 11.1.(e) or Section 11.1.(f) shall exist, or if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 11.2.(a), neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any Subsidiary to, make any Restricted Payments to any Person except that Subsidiaries may pay Restricted Payments to the Borrower or any other Subsidiary of the Borrower that is a Loan Party.

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(j) Total Unencumbered Eligible Property Value. The Parent shall not, and shall not permit Total Unencumbered Eligible Property Value to be less than $300,000,000 at any time.

(k) Eligible Properties. The Parent shall not permit the number of Eligible Properties to be less than 100 at any time.

Section 10.2. Negative Pledge.

(a) Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or Subsidiary to, (i) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Asset or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Asset, now owned or hereafter acquired, except for Permitted Liens; or (ii) except for the Permitted Negative Pledges, permit any Borrowing Base Asset or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Asset, to be subject to a Negative Pledge if such Negative Pledge prohibits or purports to prohibit the creation of a Lien on such Borrowing Base Asset or ownership interest as security for the Obligations.

(b) Neither the Parent nor the Borrower, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.

(c) If any Borrowing Base Asset becomes subject to a Lien causing such Borrowing Base Asset to no longer satisfy the definition of Eligible Property, Unencumbered Mortgage Receivable or Unencumbered Cash, as applicable, then the Borrower or the applicable Subsidiary shall cause the Obligations to be secured equally and ratably with all other obligations secured by such Lien, and in any case the Lenders shall have the benefit, to the full extent that and with such priority as, the Lenders may be entitled under Applicable Law, of an equitable Lien on such Borrowing Base Asset as security for the Obligations. The grant of a Lien pursuant to this Section 10.2.(c) shall not be deemed to cure any Default or Event of Default occurring as a result of such Borrowing Base Asset becoming subject to such Lien.

Section 10.3. Restrictions on Intercompany Transfers.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary; other than:

(i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in (x) any Loan Document, (y) the Existing Credit Agreements or (z) any other agreement (A) evidencing Indebtedness that is not Secured Indebtedness which the Parent, the Borrower, any other Loan Party or

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any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in this Agreement;

(ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business; and

(iii) with respect to clause (d), those encumbrances or restrictions contained in an agreement (x) evidencing Indebtedness which a Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement and (y) which Indebtedness is secured by a Lien on the assets of such Subsidiary permitted to exist under the Loan Documents, so long as such encumbrances and restrictions apply only to such Subsidiary and such Subsidiary has no material assets other than those encumbered by such Lien.

Section 10.4. Merger, Consolidation, Sales of Assets and Other Arrangements.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger or consolidation (other than (x) any transaction of merger or consolidation between or among Loan Parties; provided that if the Parent or the Borrower enters into such a transaction of merger, it is the survivor thereof, (y) any transaction of merger or consolidation of a Subsidiary that is not Loan Party into a Loan Party so long as the Loan Party is the survivor thereof and (z) any transaction of merger or consolidation between two or more Subsidiaries that are not Loan Parties); (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; or (d) acquire any assets of, or make an Investment in, any other Person; provided, however, that any of the actions described in the immediately preceding clauses (a) through (d) may be taken with respect to the Borrower, any other Loan Party or any other Subsidiary so long as (x) immediately prior to the taking of such action, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence and (y) if as a result of any such transaction, or series of such actions, the amount of Consolidated Tangible Assets would increase or decrease by 25.0%, then the Requisite Lenders shall have given their prior written consent to such action or series of actions (such consent not to be unreasonably withheld, conditioned or delayed); notwithstanding the foregoing, the Parent and the Borrower may not enter into a transaction of merger pursuant to which such Loan Party is not the survivor of such merger.

Further, no Loan Party nor any Subsidiary, shall enter into any sale-leaseback transactions or other transaction by which such Loan Party or Subsidiary shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person.

Section 10.5. Plans.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, permit any of its respective assets to become or be deemed to be “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder. Neither the Parent nor the Borrower shall cause or permit to occur, and shall not permit any other member of the ERISA Group to cause or permit to occur, any ERISA Event if such ERISA Event could reasonably be expected to have a Material Adverse Effect.

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Section 10.6. Fiscal Year.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or other Subsidiary to, change its fiscal year from that in effect as of the Agreement Date.

Section 10.7. Modifications of Organizational Documents and Material Contracts.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, amend, supplement, restate or otherwise modify its certificate or articles of incorporation or formation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification (a) is materially adverse to the interest of the Administrative Agent or the Lenders or (b) could reasonably be expected to have a Material Adverse Effect. Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any Subsidiary or other Loan Party to enter into, any amendment or modification to any Material Contract which could reasonably be expected to have a Material Adverse Effect or default in the performance of any obligations of any Loan Party or other Subsidiary in any Material Contract or permit any Material Contract to be canceled or terminated prior to its stated maturity.

Section 10.8. Transactions with Affiliates.

Neither the Parent nor the Borrower shall permit to exist or enter into, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to permit to exist or enter into, any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate, except (a) as set forth on Schedule 7.1.(r), (b) upon fair and reasonable terms which are no less favorable to the Parent, the Borrower, such other Loan Party or such other Subsidiary than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate, (c) transactions between or among Loan Parties, and (d) transactions between or among Subsidiaries that are not Loan Parties.

Section 10.9. Environmental Matters.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party, any other Subsidiary or any other Person to, use, generate, discharge, emit, manufacture, handle, process, store, release, transport, remove, dispose of or clean up any Hazardous Materials on, under or from the Properties in violation of any Environmental Law or in a manner that could reasonably be expected to lead to any environmental claim or pose a material risk to human health, safety or the environment, in each case, if such violation, claim or risk could reasonably be expected to have a Material Adverse Effect. Nothing in this Section shall impose any obligation or liability whatsoever on the Administrative Agent or any Lender.

Section 10.10. Derivatives Contracts.

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, enter into or become obligated in respect of Derivatives Contracts other than Derivatives Contracts entered into by the Borrower, any such Loan Party or any such Subsidiary in the ordinary course of business and which establish, or were intended to establish, an effective hedge in respect of liabilities, commitments or assets held or reasonably anticipated by the Borrower, such other Loan Party or such other Subsidiary.

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ARTICLE XI. DEFAULT

Section 11.1. Events of Default.

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

(a) Default in Payment.

(i) The Borrower shall fail to pay when due under this Agreement or any other Loan Document (whether upon demand, at maturity, by reason of mandatory prepayment or acceleration or otherwise) the principal of any of the Loans; or

(ii) The Borrower shall fail to pay when due under this Agreement or any other Loan Document (whether upon demand, at maturity, by reason of acceleration or otherwise) any interest on any of the Loans or any of the other payment Obligations (other than those subject to the immediately preceding clause (i)) owing by the Borrower under this Agreement or any other Loan Document, or any other Loan Party shall fail to pay when due any payment Obligation owing by such other Loan Party under any Loan Document to which it is a party, and in the case of this subsection (a)(ii) only, such failure shall continue for a period of 3 Business Days. For purposes of this subsection (a)(ii) if no due date is specified in this Agreement or in any other Loan Document for an Obligation, then the due date shall be considered to be the 3^rd Business Day following the Borrower’s receipt of notice from the Administrative Agent that such other payment Obligation is due and payable.

(b) Default in Performance.

(i) Any Loan Party shall fail to perform or observe any term, covenant, condition or agreement on its part to be performed or observed and contained in Section 8.1. (solely with respect to the existence of the Borrower), Section 8.13., Article IX. or Article X.; or

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

(c) Misrepresentations. Any written statement, representation or warranty made or deemed made by or on behalf of any Loan Party under this Agreement or under any other Loan Document, or any amendment hereto or thereto, or in any other writing or statement at any time furnished by, or at the direction of, any Loan Party to the Administrative Agent or any Lender, shall at any time prove to have been incorrect or misleading, in either case, in any material respect when furnished or made or deemed made.

(d) Indebtedness Cross-Default.

(i) The Parent, the Borrower, any other Loan Party or any other Subsidiary shall fail to make any payment when due and payable in respect of any Indebtedness (other than the Loans)

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having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness as to which such a failure exists, of (x) $5,000,000 or more in the case of Indebtedness that is not Nonrecourse Indebtedness or (y) $20,000,000 or more in the case of Nonrecourse Indebtedness (collectively, “Material Indebtedness”); or

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

(iii) Any other event shall have occurred and be continuing beyond all applicable grace and cure periods, which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (other than a mandatory prepayment resulting from the voluntary sale or condemnation of, or a casualty event with respect to, any Property securing such Material Indebtedness; provided that such sale, condemnation or event does not otherwise cause a Default or Event of Default hereunder and, with respect to any condemnation or casualty event, the Parent, the Borrower or such Subsidiary receives insurance proceeds with respect to such Property in an amount sufficient to repay such Material Indebtedness).

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

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

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(g) Revocation of Loan Documents. Any Loan Party shall (or shall attempt to) disavow, revoke or terminate any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of any Loan Document or any Loan Document shall cease to be in full force and effect (except as a result of the express terms thereof).

(h) Judgment. A judgment or order for the payment of money or for an injunction or other non-monetary relief shall be entered against the Parent, the Borrower, any other Loan Party, or any other Subsidiary by any court or other tribunal and (i) such judgment or order shall continue for a period of thirty (30) days without being paid, stayed or dismissed through appropriate appellate proceedings and (ii) either (A) the amount of such judgment or order for which insurance has not been acknowledged in writing by the applicable insurance carrier (or the amount as to which the insurer has denied liability) exceeds, individually or together with all other such judgments or orders entered against the Loan Parties, (x) $2,500,000 in the case of Subsidiaries owning or leasing any Borrowing Base Assets or (y) $10,000,000 in the case of the Borrower, any other Loan Party, or any other Subsidiary or (B) in the case of an injunction or other non-monetary relief, such injunction or judgment or order could reasonably be expected to have a Material Adverse Effect.

(i) Attachment. A warrant, writ of attachment, execution or similar process shall be issued against any property of the Borrower, any other Loan Party or any other Subsidiary, which exceeds, individually or together with all other such warrants, writs, executions and processes, (x) $500,000 in the case of Subsidiaries owning or leasing any Borrowing Base Assets or (y) $10,000,000 in the case of the Borrower, any other Loan Party, or any other Subsidiary, and such warrant, writ, execution or process shall not be paid, discharged, vacated, stayed or bonded for a period of twenty (20) days; provided, however, that if a bond has been issued in favor of the claimant or other Person obtaining such warrant, writ, execution or process, the issuer of such bond shall execute a waiver or subordination agreement in form and substance satisfactory to the Administrative Agent pursuant to which the issuer of such bond subordinates its right of reimbursement, contribution or subrogation to the Obligations and waives or subordinates any Lien it may have on the assets of the Parent, the Borrower, any other Loan Party or any other Subsidiary.

(j) ERISA.

(i) Any ERISA Event shall have occurred that results or could reasonably be expected to result in liability to any member of the ERISA Group aggregating in excess of $5,000,000; or

(ii) The “benefit obligation” of all Plans exceeds the “fair market value of plan assets” for such Plans by more than $5,000,000, all as determined, and with such terms defined, in accordance with FASB ASC 715.

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

(l) Change of Control/Change in Management.

(i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 30% of the total voting power of the then outstanding voting stock of the Parent;

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

(iii) the Parent shall cease to own and control, directly or indirectly, at least 65% of the outstanding Equity Interests of the Borrower; or

(iv) the Parent shall cease to be the managing member of the Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower.

(m) Damage; Strike; Casualty. Any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than thirty (30) consecutive days beyond the coverage period of any applicable business interruption insurance, the cessation or substantial curtailment of revenue producing activities of the Borrower, any other Loan Party, or any other Subsidiary taken as a whole and only if any such event or circumstance could reasonably be expected to have a Material Adverse Effect.

Section 11.2. Remedies Upon Event of Default.

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

(a) Acceleration; Termination of Facilities.

(i) Automatic. Upon the occurrence and during the continuance of an Event of Default specified in Sections 11.1.(e) or 11.1.(f), (1)(A) the principal of, and all accrued interest on, the Loans, and the Notes at the time outstanding and (B) all of the other Obligations, including, but not limited to, the other amounts owed to the Lenders and the Administrative Agent under this Agreement, the Notes or any of the other Loan Documents shall become immediately and automatically due and payable without presentment, demand, protest, or other notice of any kind, all of which are expressly waived by the Borrower on behalf of itself and the other Loan Parties and (2) the Term Loan Commitments then in effect shall immediately and automatically terminate.

(ii) Optional. If any other Event of Default shall exist, the Administrative Agent may, and at the direction of the Requisite Lenders shall declare: (1) (A) the principal of, and accrued interest on, the Loans and the Notes at the time outstanding and (B) all of the other Obligations, including, but not limited to, the other amounts owed to the Lenders and the Administrative Agent under this Agreement, the Notes or any of the other Loan Documents to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower on behalf of itself and the other Loan Parties and (2) terminate the Term Loan Commitments then in effect.

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

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

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

Section 11.3. Remedies Upon Default.

Upon the occurrence and during the continuance of a Default specified in Section 11.1.(f), any Term Loan Commitments then in effect shall immediately and automatically terminate.

Section 11.4. Marshaling; Payments Set Aside.

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

Section 11.5. Allocation of Proceeds.

If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 13.4.) under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower or any other Loan Party hereunder or thereunder, shall be applied in the following order and priority:

(a) amounts due to the Administrative Agent and the Lenders in respect of expenses due under Section 13.2. until paid in full, and then Fees;

(b) payments of interest on all Loans to be paid to the Lenders equally and ratably in accordance with the respective amounts thereof then due and owing;

(c) payments of principal of all Loans to be paid to the Lenders equally and ratably in accordance with the respective amounts thereof then due and owing to such Persons;

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(d) amounts due to the Administrative Agent and the Lenders pursuant to Sections 12.6. and 13.10.;

(e) payments of all other Obligations and other amounts due under any of the Loan Documents to be applied for the ratable benefit of the Lenders; and

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

Section 11.6. [Intentionally Omitted].

Section 11.7. Performance by Administrative Agent.

If the Parent, the Borrower or any other Loan Party shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, the Administrative Agent may, after notice to the Borrower and after the expiration of any cure or grace periods set forth herein (if no specific notice and cure or grace period is expressly set forth herein or in any of the other Loan Documents, then 3 Business Days after the Borrower receives written notice from the Administrative Agent), perform or attempt to perform such covenant, duty or agreement on behalf of the Parent, the Borrower or such other Loan Party. In such event, the Borrower shall, at the request of the Administrative Agent, promptly pay any amount reasonably expended by the Administrative Agent in such performance or attempted performance to the Administrative Agent, together with interest thereon at the applicable Post-Default Rate from the date of such expenditure until paid. Notwithstanding the foregoing, neither the Administrative Agent nor any Lender shall have any liability or responsibility whatsoever for the performance of any obligation of the Borrower or any other Loan Party under this Agreement or any other Loan Document.

Section 11.8. Rights Cumulative.

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

(b) Enforcement by Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Article XI. for the benefit of all the Lenders; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) any Lender from exercising setoff rights in accordance with Section 13.4. (subject to the terms of Section 3.3.), or (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (x) the Requisite Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Article XI. and (y) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 3.3., any Lender may, with the consent of the Requisite Lenders, enforce any rights and remedies available to it and as authorized by the Requisite Lenders.

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ARTICLE XII. THE ADMINISTRATIVE AGENT

Section 12.1. Appointment and Authorization.

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

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Section 12.2. SunTrust as Lender.

SunTrust, as a Lender, shall have the same rights and powers as a Lender under this Agreement and any other Loan Document, as any other Lender and may exercise the same as though it were not the Administrative Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include SunTrust in each case in its individual capacity. SunTrust and its Affiliates may each accept deposits from, maintain deposits or credit balances for, invest in, lend money to, act as trustee under indentures of, serve as financial advisor to, and generally engage in any kind of business with the Borrower, any other Loan Party or any other Affiliate thereof as if it were any other bank and without any duty to account therefor to the Lenders. Further, the Administrative Agent and any Affiliate may accept fees and other consideration from the Borrower for services in connection with this Agreement, or otherwise without having to account for the same to the Lenders. The Lenders acknowledge that, the Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Parent, the Borrower or any of their respective Affiliates that is communicated to or obtained by SunTrust (or any other Person serving as the Administrative Agent) or its Affiliates in any capacity.

Section 12.3. Reserved.

Section 12.4. Notice of Events of Default.

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

Section 12.5. Administrative Agent’s Reliance.

Notwithstanding any other provisions of this Agreement or any other Loan Documents, each Lender agrees that neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by it under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct in connection with its duties expressly set forth herein or therein as determined by a court of competent jurisdiction in a final non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent may consult with legal counsel (including its own counsel or counsel for the Parent, the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. Each Lender acknowledges that neither the Administrative Agent nor any of its Related Parties: (a) makes any warranty or representation to any Lender or any other Person, or shall be responsible to any Lender or any other Person for any statement, warranty or representation made or deemed made by the Parent, the Borrower, any other Loan Party or any other Person in or in connection with this Agreement or any other Loan Document; (b) shall have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Parent, the Borrower or other Persons, or to inspect the property, books or records of the Parent, the Borrower or any other Person; (c) shall be responsible to any Lender for the due execution, legality,

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validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (e) shall incur any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone, telecopy or electronic mail) believed by it to be genuine and signed, sent or given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment.

Section 12.6. Indemnification of Administrative Agent.

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

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Section 12.7. Lender Credit Decision, Etc.

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

Section 12.8. Successor Administrative Agent.

The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within 30 days after the current Administrative Agent’s giving of notice of resignation, then the current Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the current Administrative Agent, and the current Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XII. shall continue to inure to its benefit

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as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

ARTICLE XIII. MISCELLANEOUS

Section 13.1. Notices.

Unless otherwise provided herein (including without limitation as provided in Section 9.5.), communications provided for hereunder shall be in writing and shall be mailed, telecopied, or delivered as follows:

If to the Borrower:

Broadstone Net Lease, LLC

530 Clinton Square

Rochester, New York 14604

Attn: Chief Financial Officer

Telecopy Number:           (585) 287-6505

Telephone Number:         (585) 287-6500

If to the Administrative Agent:

SunTrust Bank

CRE Atlanta Middle Office

Attn: Middle Office Hub Team Lead

Mail Code: GA-Atlanta-0081

1155 Peachtree Street, NE, Suite 300

Atlanta, Georgia 30309

With a copy to:

SunTrust Bank

Agency Services

303 Peachtree Street, NE / 25^th Floor

Atlanta, Georgia 30308

Attn: Doug Weltz

Telecopy Number:           (404) 221-2001

and

SunTrust Bank Legal Department – CRE

303 Peachtree Street, NE, Suite 3600

Mail Code GA-ATL-0643

Atlanta, Georgia 30308

If to any other Lender:

To such Lender’s address or telecopy number as set forth in the applicable Administrative Questionnaire

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or, as to each party at such other address as shall be designated by such party in a written notice to the other parties delivered in compliance with this Section; provided, a Lender shall only be required to give notice of any such other address to the Administrative Agent and the Borrower. All such notices and other communications shall be effective (i) if mailed, upon the first to occur of receipt or the expiration of three (3) days after the deposit in the United States Postal Service mail, postage prepaid and addressed to the address of the Borrower or the Administrative Agent, and Lenders at the addresses specified; (ii) if telecopied, when transmitted; (iii) if hand delivered or sent by overnight courier, when delivered; or (iv) if delivered in accordance with Section 9.5. to the extent applicable; provided, however, that, in the case of the immediately preceding clauses (i), (ii) and (iii), non-receipt of any communication as of the result of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication. Notwithstanding the immediately preceding sentence, all notices or communications to the Administrative Agent or any Lender under Article II. shall be effective only when actually received. None of the Administrative Agent or any Lender shall incur any liability to any Loan Party (nor shall the Administrative Agent incur any liability to the Lenders) for acting upon any telephonic notice referred to in this Agreement which the Administrative Agent or such Lender, as the case may be, believes in good faith to have been given by a Person authorized to deliver such notice or for otherwise acting in good faith hereunder. Failure of a Person designated to get a copy of a notice to receive such copy shall not affect the validity of notice properly given to another Person.

Section 13.2. Expenses.

The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Joint Lead Arrangers for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of, and any amendment, supplement or modification to, any of the Loan Documents (including due diligence expense and reasonable travel expenses related to closing), and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to the Administrative Agent and all costs and expenses of the Administrative Agent in connection with the use of IntraLinks, SyndTrak, Debt Domain or other similar information transmission systems in connection with the Loan Documents, (b) to pay or reimburse all out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, and the other Loan Documents including, without limitation, each Note, or in connection with the Loans made issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, (c) to pay, and indemnify and hold harmless the Administrative Agent and the Lenders from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of any of the Loan Documents, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Loan Document and (d) to the extent not already covered by any of the preceding subsections, to pay or reimburse the fees and disbursements of counsel to the Administrative Agent and any Lender incurred in connection with the representation of the Administrative Agent or such Lender in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Sections 11.1.(e) or 11.1.(f), including, without limitation (i) any motion for relief from any stay or similar order, (ii) the negotiation, preparation, execution and delivery of any document relating to the Obligations and (iii) the negotiation and preparation of any debtor-in-possession financing or any plan of reorganization of the Parent, the Borrower or any other Loan Party, whether proposed by the Parent, the Borrower, such Loan Party, the Lenders or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceeding. If the Borrower shall fail to pay any amounts required to be paid by it pursuant to this Section, the Administrative Agent and/or the Lenders may pay such amounts on behalf of the Borrower and such amounts shall be deemed to be Obligations owing hereunder.

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Section 13.3. Stamp, Intangible and Recording Taxes.

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

Section 13.4. Setoff.

Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Lender, each Affiliate of the Administrative Agent or any Lender, and each Participant, at any time or from time to time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender, an Affiliate of a Lender, or a Participant, subject to receipt of the prior written consent of the Administrative Agent exercised in its reasonable discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender, any Affiliate of the Administrative Agent or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Section 13.5. Litigation; Jurisdiction; Other Matters; Waivers.

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

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(b) THE PARENT, THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE ADMINISTRATIVE AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE ADMINISTRATIVE AGENT OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

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

Section 13.6. Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that none of the Parent, the Borrower or any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of the immediately following subsection (b), (ii) by way of participation in accordance with the provisions of the immediately following subsection (d) or (iii) by way of pledge or assignment of a

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security interest subject to the restrictions of the immediately following subsection (f) (and, subject to the last sentence of the immediately following subsection (b), any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in the immediately following subsection (d) and, to the extent expressly contemplated hereby, the Related Parties of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Term Loan Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of an assigning Lender’s Term Loan Commitment and Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in the immediately preceding subsection (A), the aggregate amount of the Term Loan Commitment, if then in effect, and the aggregate principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, (in each case, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 and integral multiples of $1,000,000 in excess of that amount unless each of the Administrative Agent and, so long as no Default or Event of Default shall exist, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that if, after giving effect to such assignment, the outstanding principal balance of the Loans of such assigning Lender, as applicable, would be less than $5,000,000 then such assigning Lender shall assign the entire amount of its Loans at the time owing to it.

(ii) Proportionate Amounts. Each partial assignment of a Lender shall be made as an assignment of a proportionate part of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Term Loan Commitment and Loans assigned.

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (b) and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) a Default or Event of Default shall exist at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof; and

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Term Loan Commitment or a Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund.

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(iv) Assignment and Acceptance; Notes. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $5,000 for each assignment, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. If requested by the transferor Lender or the assignee, upon the consummation of any assignment, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes, are issued to the assignee and such transferor Lender, as appropriate.

(v) No Assignment to Borrower. No such assignment shall be made to the Parent, the Borrower or any of the Parents or the Borrower’s respective Affiliates or Subsidiaries.

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person.

(vii) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon). Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to the immediately following subsection (c), from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4., 13.2. and 13.10. and the other provisions of this Agreement and the other Loan Documents as provided in Section 13.11. with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with the immediately following subsection (d).

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

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Term Loan Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to (w) decrease the amount of such Lender’s Loan, (x) extend the date fixed for the payment of principal on the Loan or portions thereof owing to such Lender (except as otherwise contemplated under Section 2.9.), (y) reduce the rate at which interest is payable thereon or (z) release any Guarantor from its Obligations under the Guaranty. Subject to the immediately following subsection (e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.10., 5.1., 5.4. to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 13.4. as though it were a Lender, provided such Participant agrees to be subject to Section 3.3. as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 3.10. and 5.1. than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.10. unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower and the Administrative Agent, to comply with Section 3.10.(c) as though it were a Lender.

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(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) No Registration. Each Lender agrees that, without the prior written consent of the Borrower and the Administrative Agent, it will not make any assignment hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan or Note under the Securities Act or any other securities laws of the United States of America or of any other jurisdiction.

Section 13.7. Amendments and Waivers.

(a) Generally. Except as otherwise expressly provided in this Agreement, (i) any consent or approval required or permitted by this Agreement or any other Loan Document to be given by the Lenders may be given, (ii) any term of this Agreement or of any other Loan Document may be amended, (iii) the performance or observance by the Borrower, any other Loan Party or any other Subsidiary of any terms of this Agreement or such other Loan Document may be waived, and (iv) the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Requisite Lenders (or the Administrative Agent at the written direction of the Requisite Lenders), and, in the case of an amendment to any Loan Document, the written consent of each Loan Party which is party thereto.

(b) Consent of Lenders Directly Affected. In addition to the foregoing requirements, no amendment, waiver or consent shall, unless in writing, and signed by each Lender directly affected thereby (or the Administrative Agent at the written direction of each such Lender), do any of the following:

(i) increase or reinstate the Term Loan Commitment of a Lender, decrease the principal amount of the Loans or subject the Lenders to any additional obligations;

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

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

(iv) modify the definition of “Availability Period”, “Availability Termination Date”, “Term Loan Maturity Date” (except in accordance with Section 2.12.), or otherwise postpone any date fixed for any payment of principal of, or interest on, any Loans or for the payment of Fees or any other Obligations; or

(v) amend or otherwise modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2.;

(vi) release any Guarantor from its obligations under the Guaranty except as contemplated by Section 8.12.;

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(vii) amend or otherwise modify the definition of the terms “Requisite Lenders”, or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof;

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

(ix) waive a Default or Event of Default under Section 11.1.(a).

(c) Amendment of Administrative Agent’s Duties, Etc. No amendment, waiver or consent unless in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon and any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose set forth therein. No course of dealing or delay or omission on the part of the Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Any Event of Default occurring hereunder shall continue to exist until such time as such Event of Default is waived in writing in accordance with the terms of this Section (such waiver not to be unreasonably withheld, conditioned or delayed), notwithstanding any attempted cure or other action by the Parent, the Borrower, any other Loan Party or any other Person subsequent to the occurrence of such Event of Default. Except as otherwise explicitly provided for herein or in any other Loan Document, no notice to or demand upon the Parent or the Borrower shall entitle the Parent or the Borrower to other or further notice or demand in similar or other circumstances.

(d) Replacement of Dissenting Lender. If a Lender does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document which, pursuant to Section 13.7.(c), requires the vote of such Lender, and all of the other Lenders shall have voted in favor of such amendment, modification or waiver, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Dissenting Lender”), and upon such demand the Dissenting Lender shall promptly, assign its Term Loan Commitment (if then in effect) and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.6.(b) for a purchase price equal to (x) the aggregate principal balance of the Loans then owing to the Dissenting Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Dissenting Lender, or any other amount as may be mutually agreed upon by such Dissenting Lender and Eligible Assignee. Each of the Administrative Agent and the Dissenting Lender shall reasonably cooperate in effectuating the replacement of such Dissenting Lender under this Section, but at no time shall the Administrative Agent, such Dissenting Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Dissenting Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Dissenting Lender compensation owing to such Dissenting Lender pursuant to this Agreement with respect to any period up to the date of replacement.

Section 13.8. Nonliability of Administrative Agent and Lenders.

The relationship between the Borrower, on the one hand, and the Lenders, the Administrative Agent and the Joint Lead Arrangers, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, any Joint Lead Arranger or any Lender shall have any fiduciary

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responsibilities to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent or any Lender to any Lender, the Parent, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Joint Lead Arranger or any Lender undertakes any responsibility to the Parent or the Borrower to review or inform the Parent or the Borrower of any matter in connection with any phase of the Parent’s or the Borrower’s business or operations.

Section 13.9. Confidentiality.

Except as otherwise provided by Applicable Law, the Administrative Agent and each Lender shall maintain the confidentiality of all Information (as defined below) in accordance with its customary procedure for handling confidential information of this nature and in accordance with safe and sound banking practices but in any event may make disclosure: (a) to its Affiliates and to its and its Affiliates’ respective Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any actual or proposed assignee, Participant or other transferee in connection with a potential transfer of any Term Loan Commitment or Loan or participation therein or any Loan as permitted hereunder, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations; (c) as required or requested by any Governmental Authority or representative thereof or pursuant to legal process or in connection with any legal proceedings, or as otherwise required by Applicable Law; (d) to the Administrative Agent’s or such Lender’s independent auditors and other professional advisors (provided they shall be notified of the confidential nature of the information); (e) in connection with the exercise of any remedies under any Loan Document or any action or proceeding relating to any Loan Document or the enforcement of rights hereunder or thereunder; (f) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section actually known by the Administrative Agent or such Lender to be a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender or any Affiliate of the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Parent or the Borrower or any Affiliate of the Parent or the Borrower; (g) to the extent requested by, or required to be disclosed to, any nationally recognized rating agency or regulatory or similar authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners) having or purporting to have jurisdiction over it; (h) to bank trade publications, such information to consist of deal terms and other information customarily found in such publications; (i) to any other party hereto; and (j) with the consent of the Parent or the Borrower. Notwithstanding the foregoing, the Administrative Agent and each Lender may disclose any such confidential information, without notice to the Parent, the Borrower or any other Loan Party, to Governmental Authorities in connection with any regulatory examination of the Administrative Agent or such Lender or in accordance with the regulatory compliance policy of the Administrative Agent or such Lender. As used in this Section, the term “Information” means all information received from the Parent, the Borrower, any other Loan Party, any other Subsidiary or Affiliate relating to any Loan Party or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender on a nonconfidential basis prior to disclosure by the Parent, the Borrower, any other Loan Party, any other Subsidiary or any Affiliate, provided that, in the case of any such information received from the Parent, the Borrower, any other Loan Party, any other Subsidiary or any Affiliate after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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Section 13.10. Indemnification.

(a) The Borrower shall and hereby agrees to indemnify, defend and hold harmless the Administrative Agent, the Lenders, all of the Affiliates of each of the Administrative Agent or any of the Lenders, and their respective Related Parties (each referred to herein as an “Indemnified Party”) from and against any and all of the following (collectively, the “Indemnified Costs”): losses, costs, claims, penalties, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith, but excluding Indemnified Costs indemnification in respect of which is specifically covered by Section 3.10. or 5.1. or expressly excluded from the coverage of such Sections) incurred by an Indemnified Party in connection with, arising out of, or by reason of, any suit, cause of action, claim, arbitration, investigation or settlement, consent decree or other proceeding (the foregoing referred to herein as an “Indemnity Proceeding”) which is in any way related directly or indirectly to: (i) this Agreement or any other Loan Document or the transactions contemplated thereby; (ii) the making of any Loans hereunder; (iii) any actual or proposed use by the Borrower of the proceeds of the Loans; (iv) the Administrative Agent’s or any Lender’s entering into this Agreement; (v) the fact that the Administrative Agent and the Lenders have established the credit facility evidenced hereby in favor of the Borrower; (vi) the fact that the Administrative Agent and the Lenders are creditors of the Borrower and have or are alleged to have information regarding the financial condition, strategic plans or business operations of the Parent, the Borrower and their respective Subsidiaries; (vii) the fact that the Administrative Agent and the Lenders are material creditors of the Borrower and are alleged to influence directly or indirectly the business decisions or affairs of the Parent, the Borrower and their respective Subsidiaries or their financial condition; (viii) the exercise of any right or remedy the Administrative Agent or the Lenders may have under this Agreement or the other Loan Documents; (ix) any civil penalty or fine assessed by the OFAC against, and all costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender as a result of conduct of the Parent, the Borrower, any other Loan Party or any other Subsidiary that violates a sanction administered or enforced by the OFAC; or (x) any violation or non-compliance by the Borrower or any Subsidiary of any Applicable Law (including any Environmental Law) including, but not limited to, any Indemnity Proceeding commenced by (A) the Internal Revenue Service or state taxing authority or (B) any Governmental Authority or other Person under any Environmental Law, including any Indemnity Proceeding commenced by a Governmental Authority or other Person seeking remedial or other action to cause the Parent, the Borrower or their respective Subsidiaries (or their respective properties) (or the Administrative Agent and/or the Lenders as successors to the Parent or the Borrower) to be in compliance with such Environmental Laws; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any acts or omissions of such Indemnified Party in connection with matters described in this subsection to the extent arising from the gross negligence or willful misconduct of such Indemnified Party, as determined by a court of competent jurisdiction in a final, non-appealable judgment. No Indemnified Party referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnified Party as determined by a court of competent jurisdiction in a final, non-appealable judgment.

(b) The Borrower’s indemnification obligations under this Section shall apply to all Indemnity Proceedings arising out of, or related to, the foregoing whether or not an Indemnified Party is a named party in such Indemnity Proceeding. In this connection, this indemnification shall cover all Indemnified Costs of any Indemnified Party in connection with any deposition of any Indemnified Party or compliance with any subpoena (including any subpoena requesting the production of documents). This

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indemnification shall, among other things, apply to any Indemnity Proceeding commenced by other creditors of the Parent, the Borrower or any of their respective Subsidiaries, any Loan Party, any shareholder of the Parent, the Borrower or any of their respective Subsidiaries (whether such shareholder(s) are prosecuting such Indemnity Proceeding in their individual capacity or derivatively on behalf of the Borrower), any account debtor of the Borrower or any Subsidiary or by any Governmental Authority.

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

(d) All out-of-pocket fees and expenses of, and all amounts paid to third-persons by, an Indemnified Party shall be advanced by the Borrower at the request of such Indemnified Party notwithstanding any claim or assertion by the Borrower that such Indemnified Party is not entitled to indemnification hereunder upon receipt of an undertaking by such Indemnified Party that such Indemnified Party will reimburse the Borrower if it is actually and finally determined by a court of competent jurisdiction that such Indemnified Party is not so entitled to indemnification hereunder; provided, however, that in connection with any enforcement action in which the Borrower is responsible for the fees and disbursements of counsel, Borrower shall only be required to pay the expenses of one counsel for the Administrative Agent and, to the extent the Lenders reasonably determine that joint representation is not appropriate under the circumstances, one separate counsel to the Lenders (in addition to any local or special counsel).

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

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

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

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Section 13.11. Termination; Survival.

This Agreement shall terminate at such time as all Loans and other Obligations (other than obligations which survive as provided in the following sentence) have been paid and satisfied in full. The indemnities to which the Administrative Agent and the Lenders are entitled under the provisions of Sections 3.10., 5.1., 5.4., 12.6., 13.2., 13.3. and 13.10. and any other provision of this Agreement and the other Loan Documents, and the provisions of Section 13.5., shall continue in full force and effect and shall protect the Administrative Agent and the Lenders (i) notwithstanding any termination of this Agreement, or of the other Loan Documents, against events arising after such termination as well as before and (ii) at all times after any such party ceases to be a party to this Agreement with respect to all matters and events existing on or prior to the date such party ceased to be a party to this Agreement.

Section 13.12. Severability of Provisions.

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

Section 13.13. GOVERNING LAW.

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

Section 13.14. Counterparts.

To facilitate execution, this Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient or required (which may be effectively delivered by facsimile, in portable document format (“PDF”) or other similar electronic means). It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto.

Section 13.15. Obligations with Respect to Loan Parties and Subsidiaries.

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

Section 13.16. Independence of Covenants.

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

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Section 13.17. Limitation of Liability.

None of the Administrative Agent, any Lender, or any of their respective Related Parties shall have any liability with respect to, and each of the Parent and the Borrower hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, consequential or punitive damages suffered or incurred by the Parent or the Borrower in connection with, arising out of, or in any way related to, this Agreement, or any of the other Loan Documents, or any of the transactions contemplated by this Agreement or any of the other Loan Documents. Each of the Parent and the Borrower hereby waives, releases, and agrees not to sue the Administrative Agent or any Lender or any of the Administrative Agent’s or any Lender’s Affiliates, officers, directors, employees, attorneys, or agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Agreement, any of the other Loan Documents, or any of the transactions contemplated by this Agreement or financed hereby.

Section 13.18. Entire Agreement.

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

Section 13.19. Construction.

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

Section 13.20. Headings.

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

[Signatures on Following Pages]

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IN WITNESS WHEREOF, the parties hereto have caused this Term Loan Agreement to be executed by their authorized officers all as of the day and year first above written.

BROADSTONE NET LEASE, LLC, a New York limited liability company
By:	Broadstone Net Lease, Inc.,
	a Maryland corporation,
	Managing Member
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	Chief Financial Officer
BROADSTONE NET LEASE, INC., a Maryland corporation
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	Chief Financial Officer

[Signatures Continued on Next Page]

[Signature Page to Term Loan Agreement with Broadstone Net Lease, LLC]

SUNTRUST BANK, as Administrative Agent and as a Lender
By:	/s/ Francine Glandt
	Name:	Francine Glandt
	Title:	Senior Vice President

[Signatures Continued on Next Page]

[Signature Page to Term Loan Agreement with Broadstone Net Lease, LLC]

JPMORGAN CHASE BANK, N.A., as a Lender
By:	/s/ Elizabeth Johnson
	Name:	Elizabeth Johnson
	Title:	Executive Vice President

[Signatures Continued on Next Page]

[Signature Page to Term Loan Agreement with Broadstone Net Lease, LLC]

MANUFACTURERS AND TRADERS TRUST COMPANY, as a Lender
By:	/s/ Lisa Plescia
	Name:	Lisa Plescia
	Title:	Vice President

[Signatures Continued on Next Page]

[Signature Page to Term Loan Agreement with Broadstone Net Lease, LLC]

CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Fredrick H. Denecke
	Name:	Fredrick H. Denecke
	Title:	Senior Vice President

[Signature Page to Term Loan Agreement with Broadstone Net Lease, LLC]

KEYBANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Jason Weaver
	Name:	Jason Weaver
	Title:	Senior Vice President

[Signature Page to Term Loan Agreement with Broadstone Net Lease, LLC]

PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Gregory J. Fedorko
	Name:	Gregory J. Fedorko
	Title:	Vice President

[Signature Page to Term Loan Agreement with Broadstone Net Lease, LLC]

BANK OF MONTREAL, as a Lender
By:	/s/ Gwendolyn Gatz
	Name:	Gwendolyn Gatz
	Title:	Vice President

[Signature Page to Term Loan Agreement with Broadstone Net Lease, LLC]

FIRST TENNESSEE BANK N.A, as a Lender
By:	/s/ Greg Cullum
	Name:	Greg Cullum
	Title:	Senior Vice President

SCHEDULE I

Term Loan Commitments

Lender	Term Loan Commitment Amount
SunTrust Bank	$	67,500,000
JPMorgan Chase Bank, N.A.	$	67,500,000
Manufacturers and Traders Trust Company	$	50,000,000
Capital One, National Association	$	50,000,000
KeyBank National Association	$	50,000,000
PNC Bank, National Association	$	50,000,000
Bank of Montreal	$	25,000,000
First Tennessee Bank	$	15,000,000
Total:	$	375,000,000

EX-10.18

EXHIBIT 10.18

FIRST AMENDMENT TO TERM LOAN AGREEMENT

THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of June 30, 2016, by and among BROADSTONE NET LEASE, LLC, a limited liability company organized under the laws of the State of New York (the “Borrower”), BROADSTONE NET LEASE, INC., a corporation organized under the laws of the State of Maryland (the “Parent”), each of the Lenders party hereto (the “Lenders”) and SUNTRUST BANK, as Administrative Agent (together with its successors and assigns, the “Administrative Agent”).

WHEREAS, the Borrower, Parent, the financial institutions from time to time party thereto, and the Administrative Agent have entered into that certain Term Loan Agreement dated as of November 6, 2015 (as amended and as in effect immediately prior to the effectiveness of this Amendment, the “Term Loan Agreement”), and desire to amend certain provisions of the Term Loan Agreement on the terms and conditions contained herein; and

WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent desire to amend certain provisions of the Term Loan Agreement subject to the terms and conditions of this Amendment.

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

Section 1. Specific Amendments to Term Loan Agreement. The parties hereto agree that the Term Loan Agreement is amended as follows:

(a) The Term Loan Agreement is amended by amending and restating the following definitions contained in Section 1.1. thereof in their entirety as follows:

“Defaulting Lender” means, subject to Section 3.9.(f), any Lender that (a) has failed to (i) fund all or any portion of a Loan to be made by it within 2 Business Days of the date such Loan was required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within 2 Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund its Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within 3 Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state

or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.9.(f)) upon delivery of written notice of such determination to the Borrower and each Lender.

“Tangible Net Worth” means, as of a given date, stockholders’ equity of the Parent and its Subsidiaries determined on a consolidated basis plus increases in accumulated depreciation and amortization accrued after December 31, 2014, minus (to the extent included when determining stockholders’ equity of the Parent and its Subsidiaries): (a) the amount of any write-up in the book value of any assets reflected in any balance sheet resulting from revaluation thereof or any write-up in excess of the cost of such assets acquired, and (b) the aggregate of all amounts appearing on the assets side of any such balance sheet for franchises, licenses, permits, patents, patent applications, copyrights, trademarks, service marks, trade names, goodwill, treasury stock, experimental or organizational expenses and other like assets which would be classified as intangible assets under GAAP (other than lease intangible assets, net of lease intangible liabilities), all determined on a consolidated basis.

(b) The Term Loan Agreement is further amended by adding the following definitions to Section 1.1. thereof in the appropriate alphabetical location:

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

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

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

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

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

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

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

(c) The Term Loan Agreement is further amended by removing Section 3.8. in its entirety.

(d) The Term Loan Agreement is further amended by restating Section 4.1.(b) thereof in its entirety as follows:

(b) Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that any additional Eligible Property be included in calculations of the Borrowing Base, the Borrower shall so notify the Administrative Agent in writing and provide the Administrative Agent with the following, in form and substance reasonably satisfactory to the Administrative Agent:

(i) An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, survey, current occupancy rate and physical condition of such Property, (B) a 12-month forward rent roll if not included in the schedules attached to the Borrowing Base Certificate;

(ii) A Borrowing Base Certificate that includes the Unencumbered Eligible Property Value of such Property;

(iii) To the extent the owner of such Property is not the Borrower or already party to the Guaranty, such deliveries as are required pursuant to Section 8.12 hereof (which items shall be delivered, and such Subsidiary shall become a Guarantor, prior to the date such Property is included as a Borrowing Base Property); and

(iv) Such other information the Administrative Agent may reasonably request in order to confirm that the Property is an Eligible Property.

Upon the Administrative Agent’s receipt of all of the foregoing items which shall be in form and substance reasonably satisfactory to the Administrative Agent, such Property shall be deemed to be a Borrowing Base Property.

(e) The Term Loan Agreement is further amended by adding the following at the end of Section 7.1. thereof:

(bb) None of the Parent, the Borrower or any Subsidiary is an EEA Financial Institution.

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(f) The Term Loan Agreement is further amended by adding the following new Section 13.21.:

Section 13.21. Acknowledgement and Consent to Bail-In of EEA Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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

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

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

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to receipt by the Administrative Agent of each of the following, each in form and substance satisfactory to the Administrative Agent:

(a) a counterpart of this Amendment duly executed by the Borrower, the Parent, the Administrative Agent and Lenders constituting the Requisite Lenders;

(b) a Guarantor Acknowledgement substantially in the form of Exhibit A attached hereto, executed by each Guarantor;

(c) evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent in connection with this Amendment have been paid; and

(d) such other documents, instruments and agreements as the Administrative Agent may reasonably request.

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Section 3. Representations. The Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a) Authorization. The Parent, the Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment, to perform this Amendment, the Term Loan Agreement as amended by this Amendment and each of the other Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. This Amendment has been duly executed and delivered by the duly authorized officers of each Loan Party a party hereto and this Amendment, the Term Loan Agreement as amended by this Amendment and each of the other Loan Documents to which any of the Loan Parties are party, is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.

(b) Compliance with Laws, etc. The execution and delivery of this Amendment and performance of this Amendment and the Term Loan Agreement as amended by this Amendment by any Loan Party a party hereto in accordance with their respective terms do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to the Parent, the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of any Loan Party, or any material indenture, agreement or other instrument to which the Parent, the Borrower or any other Loan Party is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party other than in favor of the Administrative Agent for its benefit and the benefit of the Lenders.

(c) No Default. No Default or Event of Default has occurred and is continuing as of the date hereof or will exist immediately after giving effect to this Amendment.

(d) Representations. The representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the date hereof except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Term Loan Agreement.

Section 4. Certain References. Each reference to the Term Loan Agreement in any of the Loan Documents shall be deemed to be a reference to the Term Loan Agreement as amended by this Amendment.

Section 5. Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable, documented out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

Section 6. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

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Section 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 8. Effect. Except as expressly herein amended, the terms and conditions of the Term Loan Agreement and the other Loan Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only from the date as of which this Amendment is dated.

Section 9. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

Section 10. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Term Loan Agreement, as amended by this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Term Loan Agreement to be executed as of the date first above written.

BROADSTONE NET LEASE, LLC, a New York limited liability company
By:	Broadstone Net Lease, Inc.,
	a Maryland corporation, Managing Member
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	Chief Financial Officer
BROADSTONE NET LEASE, INC., a Maryland corporation
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	Chief Financial Officer

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[Signature Page to First Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

SUNTRUST BANK, as Administrative Agent and as a Lender
By:	/s/ Francine Glandt
	Name:	Francine Glandt
	Title:	Senior Vice President

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[Signature Page to First Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

JPMORGAN CHASE BANK, N.A., as a Lender
By:	/s/ Elizabeth Johnson
	Name:	Elizabeth Johnson
	Title:	Executive Vice President

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[Signature Page to First Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

MANUFACTURERS AND TRADERS TRUST COMPANY, as a Lender
By:	/s/ Lisa Plescia
	Name:	Lisa Plescia
	Title:	Vice President

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[Signature Page to First Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Fredrick H. Denecke
	Name:	Fredrick H. Denecke
	Title:	Senior Vice President

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[Signature Page to First Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

KEYBANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Jason Weaver
	Name:	Jason Weaver
	Title:	Senior Vice President

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[Signature Page to First Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Gregory J. Fedorko
	Name:	Gregory J. Fedorko
	Title:	Vice President

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[Signature Page to First Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

BANK OF MONTREAL, as a Lender
By:	/s/ Gwendolyn Gatz
	Name:	Gwendolyn Gatz
	Title:	Vice President

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[Signature Page to First Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

FIRST TENNESSEE BANK, N.A., as a Lender
By:	/s/ Greg Cullum
	Name:	Greg Cullum
	Title:	Senior Vice President

EXHIBIT A

FORM OF GUARANTOR ACKNOWLEDGEMENT

THIS GUARANTOR ACKNOWLEDGEMENT dated as of June 30, 2016 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of SUNTRUST BANK, as Administrative Agent (the “Administrative Agent”) and each “Lender” a party to the Term Loan Agreement referred to below (the “Lenders”).

WHEREAS, Broadstone Net Lease, LLC, a limited liability company organized under the laws of the State of New York (the “Borrower”), Broadstone Net Lease, Inc., a corporation organized under the laws of the State of Maryland (the “Parent”), the Lenders, the Administrative Agent and certain other parties have entered into that certain Term Loan Agreement dated as of November 6, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”);

WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of November 6, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrower’s obligations under the Term Loan Agreement on the terms and conditions contained in the Guaranty;

WHEREAS, the Borrower, the Parent, the Administrative Agent and the Lenders are to enter into the First Amendment to Term Loan Agreement dated as of the date hereof (the “Amendment”), to amend the terms of the Term Loan Agreement on the terms and conditions contained therein; and

WHEREAS, it is a condition precedent to the effectiveness of the Amendment that the Guarantors execute and deliver this Acknowledgement.

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

Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Guaranty, acknowledges and agrees that each of the new Term Loans made by the Lenders in connection with the Amendment constitute “Obligations” under the Term Loan Agreement and a continuing obligation of each Guarantor under the Guaranty, and agrees that the transactions contemplated by the Amendment shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder.

Section 2. Governing Law. THIS ACKNOWLEDGEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 3. Counterparts. This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

[Signatures on Next Page]

IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.

BROADSTONE NET LEASE, INC.

By:

Name:

Title:

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[Signature Page to Broadstone Guarantor Acknowledgement-continued]

BROADSTONE 2020EX TEXAS, LLC, a New York limited liability company
BROADSTONE AI MICHIGAN, LLC, a New York limited liability company
BROADSTONE APLB BRUNSWICK, LLC, a New York limited liability company
BROADSTONE APLB MINNESOTA, LLC, a New York limited liability company
BROADSTONE APLB SARASOTA, LLC, a New York limited liability company
BROADSTONE APLB VIRGINIA, LLC, a New York limited liability company
BROADSTONE ASDCW TEXAS, LLC, a New York limited liability company
BROADSTONE BFW MINNESOTA, LLC, a New York limited liability company
BROADSTONE BK EMPORIA, LLC, a New York limited liability company
BROADSTONE BK VIRGINIA, LLC, a New York limited liability company
BROADSTONE BNR ARIZONA, LLC, a New York limited liability company
BROADSTONE CABLE, LLC, a New York limited liability company
By:	Broadstone Net Lease, LLC,
a New York limited liability company, its sole member
By:	Broadstone Net Lease, Inc.
a Maryland corporation, its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

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[Signature Page to Broadstone Guarantor Acknowledgement-continued]

BROADSTONE CFW TEXAS, LLC, a New York limited liability company
BROADSTONE EA OHIO, LLC, a New York limited liability company
BROADSTONE EO BIRMINGHAM I, LLC, a New York limited liability company
BROADSTONE EO BIRMINGHAM II, LLC, a New York limited liability company
BROADSTONE EWD ILLINOIS, LLC, a New York limited liability company
BROADSTONE FDT WISCONSIN, LLC, a New York limited liability company
BROADSTONE FILTER, LLC, a New York limited liability company
BROADSTONE FMFP TEXAS B2, LLC, a New York limited liability company
BROADSTONE FMFP TEXAS B3, LLC, a New York limited liability company
BROADSTONE GCSC FLORIDA, LLC, a New York limited liability company
BROADSTONE KNG OKLAHOMA, LLC, a New York limited liability company
BROADSTONE LGC NORTHEAST, LLC, a New York limited liability company
BROADSTONE MCW WISCONSIN, LLC, a New York limited liability company
BROADSTONE MD OKLAHOMA, LLC, a New York limited liability company
BROADSTONE MED FLORIDA, LLC, a New York limited liability company
By:	Broadstone Net Lease, LLC,
a New York limited liability company, its sole member
By:	Broadstone Net Lease, Inc.
a Maryland corporation, its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

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[Signature Page to Broadstone Guarantor Acknowledgement-continued]

BROADSTONE NDC FAYETTEVILLE, LLC, a New York limited liability company
BROADSTONE NI NORTH CAROLINA, LLC, a New York limited liability company
BROADSTONE PCSC TEXAS, LLC, a New York limited liability company
BROADSTONE PY CINCINNATI, LLC, a New York limited liability company
BROADSTONE RM MISSOURI, LLC, a New York limited liability company
BROADSTONE ROLLER, LLC, a New York limited liability company
BROADSTONE SOE RALEIGH, LLC, a New York limited liability company
BROADSTONE SNC OK TX, LLC, a New York limited liability company
BROADSTONE TA TENNESSEE, LLC, a New York limited liability company
BROADSTONE TB JACKSONVILLE, LLC, a New York limited liability company
BROADSTONE TB SOUTHEAST, LLC, a New York limited liability company
BROADSTONE TB TN, LLC, a Delaware limited liability company
BROADSTONE TR FLORIDA, LLC, a New York limited liability company
BROADSTONE IELC TEXAS, LLC, a New York limited liability company
By:	Broadstone Net Lease, LLC,
a New York limited liability company, its sole member
By:	Broadstone Net Lease, Inc.
a Maryland corporation, its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

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[Signature Page to Broadstone Guarantor Acknowledgement-continued]

BROADSTONE WI ALABAMA, LLC, a New York limited liability company
BROADSTONE WI APPALACHIA, LLC, a New York limited liability company
BROADSTONE WI EAST, LLC, a New York limited liability company
GRC LI TX, LLC, a Delaware limited liability company
TB TAMPA REAL ESTATE, LLC, a New York limited liability company
BROADSTONE SC ILLINOIS, LLC, a New York limited liability company
BROADSTONE SNI EAST, LLC, a New York limited liability company
BROADSTONE RA CALIFORNIA, LLC, a New York limited liability company
BROADSTONE PC MICHIGAN, LLC, a New York limited liability company
BROADSTONE DHCP VA AL, LLC, a New York limited liability company
BROADSTONE GC KENTUCKY, LLC, a New York limited liability company
BROADSTONE WI GREAT PLAINS, LLC, a New York limited liability company
BROADSTONE SNI GREENWICH, LLC, a New York limited liability company
BROADSTONE BW TEXAS, LLC, a New York limited liability company
BROADSTONE SF MINNESOTA, LLC, a New York limited liability company
By:	Broadstone Net Lease, LLC,
a New York limited liability company, its sole member
By:	Broadstone Net Lease, Inc.
a Maryland corporation, its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

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[Signature Page to Broadstone Guarantor Acknowledgement-continued]

BROADSTONE BEC TEXAS, LLC, a New York limited liability company
BROADSTONE OP OHIO, LLC, a New York limited liability company
BROADSTONE IS HOUSTON, LLC, a New York limited liability company
BROADSTONE SPS UTAH, LLC, a New York limited liability company
BROADSTONE NSC TEXAS, LLC, a New York limited liability company
BROADSTONE HLC MIDWEST, LLC, a New York limited liability company
BROADSTONE PP ARKANSAS, LLC, a New York limited liability company
BROADSTONE BT SOUTH, LLC, a New York limited liability company
BROADSTONE MHH MICHIGAN, LLC, a New York limited liability company
BROADSTONE PEARL, LLC, a New York limited liability company
BROADSTONE APLB SC, LLC, a New York limited liability company
BROADSTONE APLB UTAH, LLC, a New York limited liability company
BROADSTONE BFC MARYLAND, LLC, a New York limited liability company
BROADSTONE AC WISCONSIN, LLC, a New York limited liability company
BROADSTONE STI MINNESOTA, LLC, a New York limited liability company
BROADSTONE APM FLORIDA, LLC, a New York limited liability company
BROADSTONE MFEC FLORIDA, LLC, a New York limited liability company
By:	Broadstone Net Lease, LLC,
a New York limited liability company, its sole member
By:	Broadstone Net Lease, Inc.
a Maryland corporation, its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

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[Signature Page to Broadstone Guarantor Acknowledgement-continued]

BROADSTONE TB NORTHWEST, LLC, a New York limited liability company
NWR REALTY LLC, a Washington limited liability company
BROADSTONE CI WEST, LLC, a New York limited liability company
BROADSTONE CC PORTFOLIO, LLC, a New York limited liability company
BROADSTONE LC FLORIDA, LLC, a New York limited liability company
BROADSTONE BEF PORTFOLIO, LLC, a New York limited liability company
BROADSTONE BW ARKANSAS, LLC, a New York limited liability company
BROADSTONE BW WINGS SOUTH, LLC, a New York limited liability company
BROADSTONE FHS TEXAS, LLC, a New York limited liability company
BROADSTONE JFR PORTFOLIO, LLC, a New York limited liability company
BROADSTONE KINSTON, LLC, a New York limited liability company
BROADSTONE ASH ARKANSAS, LLC, a New York limited liability company
BROADSTONE APLB WISCONSIN, LLC, a New York limited liability company
BROADSTONE RL PORTFOLIO, LLC, a New York limited liability company
BROADSTONE BW APPALACHIA, LLC, a New York limited liability company
BROADSTONE FC PORTAGE, LLC, a New York limited liability company
BROADSTONE MV PORTFOLIO, LLC, a New York limited liability company
BROADSTONE NIC PENNSYLVANIA, LLC, a New York limited liability company
By:	Broadstone Net Lease, LLC,
a New York limited liability company, its sole member
By:	Broadstone Net Lease, Inc.
a Maryland corporation, its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

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BROADSTONE PEARL VIRGINIA, LLC a New York limited liability company
BROADSTONE RCS TEXAS, LLC a New York limited liability company
BROADSTONE RTC PORTFOLIO, LLC a New York limited liability company
By:	Broadstone Net Lease, LLC,
a New York limited liability company, its sole member
By:	Broadstone Net Lease, Inc.
a Maryland corporation, its managing member
By:
Name:	Christopher J. Czarnecki
Title:	President and Chief Financial Officer

EX-10.19

EXHIBIT 10.19

SECOND AMENDMENT TO TERM LOAN AGREEMENT

THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of December 23, 2016, by and among BROADSTONE NET LEASE, LLC (the “Borrower”), BROADSTONE NET LEASE, INC. (the “Parent”), each of the Lenders party hereto and SUNTRUST BANK, as Administrative Agent (the “Administrative Agent”).

WHEREAS, the Borrower, the Parent, the Lenders, the Administrative Agent and certain other parties have entered into that certain Term Loan Agreement dated as of November 6, 2015 (as amended including by that certain First Amendment to Term Loan Agreement dated as of June 30, 2016, by and among the Borrower, the Parent, certain Lenders party thereto, the Administrative Agent and the other parties thereto, and as in effect immediately prior to the effectiveness of this Amendment, the “Term Loan Agreement”);

WHEREAS, the parties hereto desire to amend certain provisions of the Term Loan Agreement on the terms and conditions contained herein.

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

Section 1. Specific Amendments to Term Loan Agreement. Upon the effectiveness of this Amendment, the parties hereto agree that the Term Loan Agreement shall be amended as follows:

(a) The Term Loan Agreement is amended by amending and restating the definition of “LIBOR” contained in Section 1.1. thereof in its entirety as follows:

“LIBOR” means, for any Interest Period with respect to a LIBOR Loan, the rate per annum equal to (a) the London interbank offered rate for deposits in U.S. Dollars appearing on Reuters screen page LIBOR 01 (or on any successor or substitute page of such service or any successor to such service, or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, with a maturity comparable to such Interest Period or (b) if such rate is not available as provided in clause (a) at any such time for any reason, then such rate shall instead be the interest rate per annum, as determined by the Administrative Agent, to be the arithmetic average of the rates per annum at which deposits in U. S. Dollars in an amount equal to the amount of such LIBOR Loan are offered by major banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time), two Business Days prior to the first day of such Interest Period; provided, in each case, that if the rate determined as provided above would be less than zero, then such rate shall be deemed to be zero for purposes of this Agreement if and only if the aggregate amount of the outstanding principal amount of all LIBOR Loans and Borrower’s other Indebtedness consisting of term loans bearing interest at a rate based on LIBOR exceeded the total notional amount of all of Borrower’s Qualifying Swaps at any time during such Interest Period.

(b) The Term Loan Agreement is further amended by adding the following definition to Section 1.1. thereof in the appropriate alphabetical location:

“Qualifying Swap” means any interest rate swap transaction that (i) trades floating rate interest for fixed rate interest, (ii) was entered into as a hedge against fluctuations in interest rates in respect of Borrower’s Indebtedness that bears interest at a rate based on LIBOR, and (iii) the parties to such interest rate swap transaction have not elected the “Zero Interest Rate Method” in the International Swaps and Derivatives Association master agreement governing such interest rate swap transaction.

(c) The Term Loan Agreement is further amended by restating Section 9.3. thereof in its entirety as follows:

Section 9.3. Compliance Certificate.

At the time the financial statements are furnished pursuant to Sections 9.1. and 9.2., a certificate substantially in the form of Exhibit G (a “Compliance Certificate”) executed on behalf of the Parent by a Financial Officer of the Parent (a) setting forth a reasonably detailed list of all Eligible Properties which the Borrower has included in calculations of Total Unencumbered Eligible Property Value for the fiscal period covered by such Compliance Certificate; (b) setting forth in reasonable detail as of the end of such quarterly accounting period or fiscal year, as the case may be, the calculations required to establish whether the Parent was in compliance with the covenants contained in Section 10.1.; (c) setting forth in reasonable detail as of the end of such quarterly accounting period or fiscal year, as the case may be, (i) all of Borrower’s Qualifying Swaps and the notional amounts thereof, (ii) each period, if any, during which the aggregate outstanding principal amount of all LIBOR Loans and Borrower’s other Indebtedness consisting of term loans bearing interest at a rate based on LIBOR exceeded the total notional amount of all of Borrower’s Qualifying Swaps, (iii) each period, if any, during which the aggregate outstanding principal amount of all LIBOR Loans and Borrower’s other Indebtedness bearing interest at a rate based on LIBOR exceeded the total notional amount of all of Borrower’s Qualifying Swaps, together with the amount of such excess during any such period; and (d) stating that no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature, when it occurred and the steps being taken by the Parent and/or the Borrower with respect to such event, condition or failure.

(d) Exhibit G to the Term Loan Agreement is amended by amending and restating paragraph 2 thereof in its entirety as follows:

2. Schedule 1 attached hereto accurately and completely (a) sets forth reasonably detailed calculations required to establish compliance with Section 10.1. of the Credit Agreement and (b) setting forth in reasonable detail (i) all of Borrower’s Qualifying Swaps and the notional amounts thereof, (ii) each period, if any, during which the aggregate outstanding principal amount of all LIBOR Loans and Borrower’s other Indebtedness consisting of term loans bearing interest at a rate based on LIBOR exceeded the total notional amount of all of Borrower’s Qualifying Swaps, (iii) each period, if any, during which the aggregate outstanding principal amount of all LIBOR Loans and Borrower’s other Indebtedness bearing interest at a rate based on LIBOR exceeded the total notional amount of all of Borrower’s Qualifying Swaps, together with the amount of such excess during any such period.

Section 2. Conditions Precedent. The effectiveness of this Amendment, is subject to receipt by the Administrative Agent of the following, each in form and substance satisfactory to the Administrative Agent:

(a) a counterpart of this Amendment duly executed by the Borrower, the Parent, the Administrative Agent and the Requisite Lenders;

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(b) a Guarantor Acknowledgement substantially in the form of Exhibit A attached hereto, executed by each Guarantor;

(c) evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent have been paid; and

(d) such other documents, instruments and agreements as the Administrative Agent may reasonably request.

Section 3. Representations. Each of the Parent and the Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a) Authorization. This Amendment has been duly authorized by all necessary limited liability company action of the Borrower and all corporate action of the Parent, and the Parent has the requisite power and authority to execute and deliver on behalf of itself and the Borrower this Amendment. Each of the Borrower and the Parent has the requisite power and authority to perform this Amendment and the Term Loan Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by the Borrower and the Parent and each of this Amendment and the Term Loan Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with their respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and (ii) the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.

(b) Compliance with Laws, etc. The execution and delivery by the Borrower and the Parent of this Amendment and the performance by the Borrower and the Parent of this Amendment and the Term Loan Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise: (i) require any Governmental Approvals or violate any Applicable Laws (including all Environmental Laws) relating to the Parent, the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of the Parent, the Borrower or any other Loan Party, or any material indenture, agreement or other instrument to which the Parent, the Borrower or any other Loan Party is a party or by which it or any of its respective properties are bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Parent, the Borrower or any other Loan Party other than in favor of the Administrative Agent for its benefit and the benefit of the Lenders.

(c) No Default. No Default or Event of Default has occurred and is continuing as of the date hereof, nor will exist immediately after giving effect to this Amendment.

Section 4. Reaffirmation of Representations by Borrower and Parent. The representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the date hereof except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty

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qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Term Loan Agreement.

Section 5. Certain References. Each reference to the Term Loan Agreement in any of the Loan Documents shall be deemed to be a reference to the Term Loan Agreement as amended by this Amendment.

Section 6. Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable, documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

Section 7. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 9. Effect. Except as expressly herein amended, the terms and conditions of the Term Loan Agreement and the other Loan Documents remain in full force and effect. The amendments contained in Section 1 hereof shall be deemed to have prospective application only from the date this Amendment becomes effective. The Term Loan Agreement, as herein amended, is hereby ratified and confirmed in all respects. Nothing in this Amendment shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or the Lenders under the Term Loan Agreement, as herein amended, or any other Loan Document.

Section 10. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. Signatures hereto delivered by facsimile transmission, emailed .pdf file or other similar forms of electronic transmission shall be deemed original signatures, which hereby may be relied upon by all parties and shall be binding on the respective signor.

Section 11. Loan Documents. This Amendment and the executed Guarantor Acknowledgement substantially in the form attached hereto as Exhibit A shall be deemed to be “Loan Documents” for all purposes under the Term Loan Agreement and the other Loan Documents.

Section 12. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Term Loan Agreement, as amended by this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Term Loan Agreement to be executed as of the date first above written.

THE BORROWER:

BROADSTONE NET LEASE, LLC

By:	Broadstone Net Lease, Inc.,
	a Maryland corporation,
	Managing Member
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	Chief Financial Officer

BROADSTONE NET LEASE, INC.,

a Maryland corporation

By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	Chief Financial Officer

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THE ADMINISTRATIVE AGENT AND THE LENDERS:

SUNTRUST BANK, as Administrative Agent and as a Lender

By:	/s/ Francine Glandt
	Name:	Francine Glandt
	Title:	Senior Vice President

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JPMORGAN CHASE BANK, N.A., as a Lender

By:	/s/ Elizabeth Johnson
	Name:	Elizabeth Johnson
	Title:	Executive Vice President

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MANUFACTURERS AND TRADERS TRUST COMPANY, as a Lender

By:	/s/ Lisa Plescia
	Name:	Lisa Plescia
	Title:	Vice President

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CAPITAL ONE, NATIONAL ASSOCIATION,

as a Lender

By:	/s/ Fredrick H. Denecke
	Name:	Fredrick H. Denecke
	Title:	Senior Vice President

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KEYBANK NATIONAL ASSOCIATION, as a Lender

By:	/s/ Jason Weaver
	Name:	Jason Weaver
	Title:	Senior Vice President

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PNC BANK, NATIONAL ASSOCIATION, as a Lender

By:	/s/ Gregory J. Fedorko
	Name:	Gregory J. Fedorko
	Title:	Vice President

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BANK OF MONTREAL, as a Lender

By:	/s/ Gwendolyn Gatz
	Name:	Gwendolyn Gatz
	Title:	Vice President

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FIRST TENNESSEE BANK, N.A., as a Lender

By:	/s/ Greg Cullum
	Name:	Greg Cullum
	Title:	Senior Vice President

[Signature Page to Second Amendment to Term Loan Agreement for Broadstone Net Lease, LLC]

EXHIBIT A

FORM OF GUARANTOR ACKNOWLEDGEMENT

THIS GUARANTOR ACKNOWLEDGEMENT dated as of December 23, 2016 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of SunTrust Bank, as Administrative Agent (the “Administrative Agent”) and each “Lender” a party to the Term Loan Agreement referred to below (the “Lenders”).

WHEREAS, Broadstone Net Lease, LLC (the “Borrower”), Broadstone Net Lease, Inc. (the “Parent”), the Lenders, the Administrative Agent and certain other parties have entered into that certain Term Loan Agreement dated as of November 6, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”);

WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of November 6, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrower’s obligations under the Term Loan Agreement on the terms and conditions contained in the Guaranty;

WHEREAS, the Borrower, the Parent, the Administrative Agent and certain of the Lenders are to enter into the Second Amendment to Term Loan Agreement dated as of the date hereof (the “Second Amendment”), to amend the Term Loan Agreement on the terms and conditions contained therein; and

WHEREAS, it is a condition precedent to the effectiveness of the Second Amendment that the Guarantors execute and deliver this Acknowledgement.

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

Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by the Second Amendment, shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder.

Section 2. Governing Law. THIS ACKNOWLEDGEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 3. Counterparts. This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. Signatures hereto delivered by facsimile transmission, emailed .pdf file or other similar forms of electronic transmission shall be deemed original signatures, which hereby may be relied upon by all parties and shall be binding on the respective signor.

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IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.

THE GUARANTORS:

BROADSTONE NET LEASE, INC.

By:

Name:

Title:

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BROADSTONE 2020EX TEXAS, LLC,
a New York limited liability company
BROADSTONE AI MICHIGAN, LLC,
a New York limited liability company
BROADSTONE APLB MINNESOTA, LLC,
a New York limited liability company
BROADSTONE APLB SARASOTA, LLC,
a New York limited liability company
BROADSTONE APLB VIRGINIA, LLC,
a New York limited liability company
BROADSTONE ASDCW TEXAS, LLC,
a New York limited liability company
BROADSTONE BFW MINNESOTA, LLC,
a New York limited liability company
BROADSTONE BK EMPORIA, LLC,
a New York limited liability company
BROADSTONE BK VIRGINIA, LLC,
a New York limited liability company
BROADSTONE BNR ARIZONA, LLC,
a New York limited liability company
BROADSTONE CABLE, LLC,
a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
	By:
	Name:
	Title:

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[Signature Page to Guarantor Acknowledgement for Second Amendment to Credit Agreement

for Broadstone Net Lease LLC]

BROADSTONE CFW TEXAS, LLC,
a New York limited liability company
BROADSTONE EA OHIO, LLC,
a New York limited liability company
BROADSTONE EO BIRMINGHAM I, LLC,
a New York limited liability company
BROADSTONE EO BIRMINGHAM II, LLC,
a New York limited liability company
BROADSTONE EWD ILLINOIS, LLC,
a New York limited liability company
BROADSTONE FDT WISCONSIN, LLC,
a New York limited liability company
BROADSTONE FILTER, LLC,
a New York limited liability company
BROADSTONE FMFP TEXAS B2, LLC,
a New York limited liability company
BROADSTONE FMFP TEXAS B3, LLC,
a New York limited liability company
BROADSTONE GCSC FLORIDA, LLC,
a New York limited liability company
BROADSTONE KNG OKLAHOMA, LLC,
a New York limited liability company
BROADSTONE LGC NORTHEAST, LLC,
a New York limited liability company
BROADSTONE MCW WISCONSIN, LLC,
a New York limited liability company
BROADSTONE MD OKLAHOMA, LLC,
a New York limited liability company
BROADSTONE MED FLORIDA, LLC,
a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
	By:
	Name:
	Title:

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BROADSTONE NDC FAYETTEVILLE, LLC,
a New York limited liability company
BROADSTONE NI NORTH CAROLINA, LLC,
a New York limited liability company
BROADSTONE PCSC TEXAS, LLC,
a New York limited liability company
BROADSTONE PY CINCINNATI, LLC,
a New York limited liability company
BROADSTONE RM MISSOURI, LLC,
a New York limited liability company
BROADSTONE ROLLER, LLC,
a New York limited liability company
BROADSTONE SOE RALEIGH, LLC,
a New York limited liability company
BROADSTONE SNC OK TX, LLC,
a New York limited liability company
BROADSTONE TA TENNESSEE, LLC,
a New York limited liability company
BROADSTONE TB JACKSONVILLE, LLC,
a New York limited liability company
BROADSTONE TB SOUTHEAST, LLC,
a New York limited liability company
BROADSTONE TB TN, LLC,
a Delaware limited liability company
BROADSTONE TR FLORIDA, LLC,
a New York limited liability company
BROADSTONE IELC TEXAS, LLC,
a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
	By:
	Name:
	Title:

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BROADSTONE WI ALABAMA, LLC,
a New York limited liability company
BROADSTONE WI APPALACHIA, LLC,
a New York limited liability company
BROADSTONE WI EAST, LLC,
a New York limited liability company
GRC LI TX, LLC,
a Delaware limited liability company
TB TAMPA REAL ESTATE, LLC,
a New York limited liability company
BROADSTONE SC ILLINOIS, LLC,
a New York limited liability company
BROADSTONE SNI EAST, LLC,
a New York limited liability company
BROADSTONE RA CALIFORNIA, LLC,
a New York limited liability company
BROADSTONE PC MICHIGAN, LLC,
a New York limited liability company
BROADSTONE DHCP VA AL, LLC,
a New York limited liability company
BROADSTONE GC KENTUCKY, LLC,
a New York limited liability company
BROADSTONE WI GREAT PLAINS, LLC,
a New York limited liability company
BROADSTONE SNI GREENWICH, LLC,
a New York limited liability company
BROADSTONE BW TEXAS, LLC,
a New York limited liability company
BROADSTONE SF MINNESOTA, LLC,
a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
	By:
	Name:
	Title:

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for Broadstone Net Lease LLC]

BROADSTONE BEC TEXAS, LLC,
a New York limited liability company
BROADSTONE OP OHIO, LLC,
a New York limited liability company
BROADSTONE IS HOUSTON, LLC,
a New York limited liability company
BROADSTONE SPS UTAH, LLC,
a New York limited liability company
BROADSTONE NSC TEXAS, LLC,
a New York limited liability company
BROADSTONE HLC MIDWEST, LLC,
a New York limited liability company
BROADSTONE PP ARKANSAS, LLC,
a New York limited liability company
BROADSTONE BT SOUTH, LLC,
a New York limited liability company
BROADSTONE MHH MICHIGAN, LLC,
a New York limited liability company
BROADSTONE PEARL, LLC,
a New York limited liability company
BROADSTONE APLB SC, LLC,
a New York limited liability company
BROADSTONE APLB UTAH, LLC,
a New York limited liability company
BROADSTONE BFC MARYLAND, LLC,
a New York limited liability company
BROADSTONE AC WISCONSIN, LLC,
a New York limited liability company
BROADSTONE STI MINNESOTA, LLC,
a New York limited liability company
BROADSTONE APM FLORIDA, LLC,
a New York limited liability company
BROADSTONE MFEC FLORIDA, LLC,
a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
By:
Name:
Title:

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BROADSTONE TB NORTHWEST, LLC,
a New York limited liability company
NWR REALTY LLC,
a Washington limited liability company
BROADSTONE CI WEST, LLC,
a New York limited liability company
BROADSTONE CC PORTFOLIO, LLC,
a New York limited liability company
BROADSTONE BEF PORTFOLIO, LLC,
a New York limited liability company
BROADSTONE BW ARKANSAS, LLC,
a New York limited liability company
BROADSTONE BW WINGS SOUTH, LLC,
a New York limited liability company
BROADSTONE FHS TEXAS, LLC,
a New York limited liability company
BROADSTONE JFR PORTFOLIO, LLC,
a New York limited liability company
BROADSTONE KINSTON, LLC,
a New York limited liability company
BROADSTONE ASH ARKANSAS, LLC,
a New York limited liability company
BROADSTONE APLB WISCONSIN, LLC,
a New York limited liability company
BROADSTONE RL PORTFOLIO, LLC,
a New York limited liability company
BROADSTONE BW APPALACHIA, LLC,
a New York limited liability company
BROADSTONE FC PORTAGE, LLC,
a New York limited liability company
BROADSTONE MV PORTFOLIO, LLC,
a New York limited liability company
BROADSTONE NIC PENNSYLVANIA, LLC,
a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
By:
Name:
Title:

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BROADSTONE PEARL VIRGINIA, LLC
a New York limited liability company
BROADSTONE RCS TEXAS, LLC
a New York limited liability company
BROADSTONE RTC PORTFOLIO, LLC
a New York limited liability company
BROADSTONE SSH CALIFORNIA, LLC
a New York limited liability company
BROADSTONE TB OZARKS, LLC
a New York limited liability company
BROADSTONE FP, LLC
a New York limited liability company
BROADSTONE BB PORTFOLIO, LLC
a New York limited liability company
BROADSTONE CHR ILLINOIS, LLC
a New York limited liability company
BROADSTONE RENAL TENNESSEE, LLC
a New York limited liability company
BROADSTONE PEARL FL TX, LLC
a New York limited liability company
BROADSTONE STS CALIFORNIA, LLC
a New York limited liability company
BROADSTONE TS PORTFOLIO, LLC
a New York limited liability company
By:	Broadstone Net Lease, LLC,
	a New York limited liability company,
	its sole member
	By:	Broadstone Net Lease, Inc.
		a Maryland corporation,
		its managing member
By:
Name:
Title:

[Signature Page to Guarantor Acknowledgement for Second Amendment to Credit Agreement

for Broadstone Net Lease LLC]

EX-10.20

EXHIBIT 10.20

GUARANTY

THIS GUARANTY dated as of October 2, 2012 (this “Guaranty”), executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of MANUFACTURERS AND TRADERS TRUST COMPANY, in its capacity as Administrative Agent (together with its successors and assigns, the “Administrative Agent”) for the Lenders under that certain Credit Agreement dated as of October 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Broadstone Net Lease, LLC, a New York limited liability company (the “Borrower”), Broadstone Net Lease, Inc., a Maryland corporation, the financial institutions party thereto and their assignees under Section 13.6. thereof (the “Lenders”), and the Administrative Agent, for its benefit and the benefit of the Lenders (the Administrative Agent and the Lenders, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

WHEREAS, pursuant to the Credit Agreement, the Administrative Agent and the Lenders have agreed to make available to the Borrower certain financial accommodations on the terms and conditions set forth in the Credit Agreement;

WHEREAS, the Borrower and each of the Guarantors, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Administrative Agent and the Lenders through their collective efforts;

WHEREAS, each Guarantor acknowledges that it will receive direct and indirect benefits from the Administrative Agent and the Lenders making such financial accommodations available to the Borrower under the Credit Agreement and, accordingly, each Guarantor is willing to guarantee the Borrower’s obligations to the Administrative Agent and the Lenders on the terms and conditions contained herein; and

WHEREAS, each Guarantor’s execution and delivery of this Guaranty is a condition to the Administrative Agent and the Lenders making, and continuing to make, such financial accommodations to the Borrower.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Guarantor, each Guarantor agrees as follows:

Section 1. Guaranty. Each Guarantor hereby absolutely, irrevocably and unconditionally guaranties the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all of the following (collectively referred to as the “Guarantied Obligations”): (a) all indebtedness, liabilities, obligations, covenants and duties owing by the Borrower to the Administrative Agent or any Guarantied Party under or in connection with the Credit Agreement and any other Loan Document, including without limitation, the repayment of all principal of the Loans and the payment of all interest, Fees, charges, attorneys’ fees and other amounts payable to the Administrative Agent or any Guarantied Party thereunder (including, to the extent permitted by Applicable Law, interest, Fees and other amounts that would accrue and become due after the filing of a case or other proceeding under the Bankruptcy Code (as defined below) or other similar Applicable Law but for the commencement of such case or proceeding, whether or not such amounts are allowed or allowable in whole or in part in such case or proceeding); (b) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing; (c) all other Obligations; and (d) all

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expenses, including, without limitation, reasonable attorneys’ fees and disbursements, that are incurred by the Administrative Agent or any of the Guarantied Parties in the enforcement of any of the foregoing or any obligation of such Guarantor hereunder.

Section 2. Guaranty of Payment and Not of Collection. This Guaranty is a guaranty of payment, and not of collection, and a debt of each Guarantor for its own account. Accordingly, none of the Administrative Agent or the Guarantied Parties shall be obligated or required before enforcing this Guaranty against any Guarantor: (a) to pursue any right or remedy any of them may have against the Borrower, any other Guarantor or any other Person or commence any suit or other proceeding against the Borrower, any other Guarantor or any other Person in any court or other tribunal; (b) to make any claim in a liquidation or bankruptcy of the Borrower, any other Guarantor or any other Person; or (c) to make demand of the Borrower, any other Guarantor or any other Person or to enforce or seek to enforce or realize upon any collateral security, if any, held by the Administrative Agent or any Guarantied Party which may secure any of the Guarantied Obligations.

Section 3. Guaranty Absolute. Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or the Guarantied Parties with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):

(a)    (i) any change in the amount, interest rate or due date or other term of any of the Guarantied Obligations, (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations, (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Guarantied Obligations, or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing;

(b)    any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing;

(c)    any furnishing to the Administrative Agent or the Guarantied Parties of any security for the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral, if any, securing any of the Obligations;

(d)    any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect to the Guarantied Obligations, or any subordination of the payment of the Guarantied Obligations to the payment of any other liability of the Borrower or any other Loan Party;

(e)    any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Guarantor, the Borrower, any other Loan Party or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding;

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(f)    any act or failure to act by the Borrower, any other Loan Party or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty;

(g)    any nonperfection or impairment of any security interest or other Lien, if any, on any collateral securing in any way any of the Guarantied Obligations;

(h)    any application of sums paid by the Borrower, any other Guarantor or any other Person with respect to the liabilities of the Borrower to the Administrative Agent or the Guarantied Parties, regardless of what liabilities of the Borrower remain unpaid;

(i)    any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof;

(j)    any defense, set-off, claim or counterclaim (other than indefeasible payment and performance in full) which may at any time be available to or be asserted by the Borrower, any other Loan Party or any other Person against the Administrative Agent or any of the Guarantied Parties;

(k)    any change in the corporate existence, structure or ownership of the Borrower or any other Loan Party;

(l)    any statement, representation or warranty made or deemed made by or on behalf of the Borrower, any Guarantor or any other Loan Party under any Loan Document, or any amendment hereto or thereto, proves to have been incorrect or misleading in any respect; or

(m)    any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Guarantor hereunder (other than indefeasible payment and performance in full).

Section 4. Action with Respect to Guarantied Obligations. The Administrative Agent and the Guarantied Parties may, at any time and from time to time, without the consent of, or notice to, any Guarantor, and without discharging any Guarantor from its obligations hereunder, take any and all actions described in Section 3. of this Guaranty and may otherwise: (a) amend, modify, alter or supplement the terms of any of the Guarantied Obligations, including, but not limited to, extending or shortening the time of payment of any of the Guarantied Obligations or changing the interest rate that may accrue on any of the Guarantied Obligations; (b) amend, modify, alter or supplement the Credit Agreement or any other Loan Document; (c) sell, exchange, release or otherwise deal with all, or any part, of any collateral, if any, securing any of the Obligations; (d) release any other Loan Party or other Person liable in any manner for the payment or collection of the Guarantied Obligations; (e) exercise, or refrain from exercising, any rights against the Borrower, any other Guarantor or any other Person; and (f) apply any sum, by whomsoever paid or however realized, to the Guarantied Obligations in such order as the Administrative Agent and the Guarantied Parties shall elect.

Section 5. Representations and Warranties. Each Guarantor hereby makes to the Administrative Agent and the Guarantied Parties all of the representations and warranties made by the Borrower with respect to or in any way relating to such Guarantor in the Credit Agreement and the other Loan Documents, as if the same were set forth herein in full.

Section 6. Covenants. Each Guarantor will comply with all covenants which the Borrower is to cause such Guarantor to comply with under the terms of the Credit Agreement or any of the other Loan Documents.

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Section 7. Waiver. Each Guarantor, to the fullest extent permitted by Applicable Law, hereby waives notice of acceptance hereof or any presentment, demand, protest or notice of any kind, and any other act or thing, or omission or delay to do any other act or thing, which in any manner or to any extent might vary the risk of such Guarantor or which otherwise might operate to discharge such Guarantor from its obligations hereunder.

Section 8. Inability to Accelerate Loan. If the Administrative Agent and/or the Guarantied Parties are prevented under Applicable Law or otherwise from demanding or accelerating payment of any of the Guarantied Obligations by reason of any automatic stay or otherwise, the Administrative Agent and/or the Guarantied Parties shall be entitled to receive from each Guarantor, upon demand therefor, the sums which otherwise would have been due had such demand or acceleration occurred.

Section 9. Reinstatement of Guarantied Obligations. If claim is ever made on the Administrative Agent or any of the Guarantied Parties for repayment or recovery of any amount or amounts received in payment or on account of any of the Guarantied Obligations, and the Administrative Agent or such Guarantied Party repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body of competent jurisdiction, or (b) any settlement or compromise of any such claim effected by the Administrative Agent or such Guarantied Party with any such claimant (including the Borrower or a trustee in bankruptcy for the Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding on it, notwithstanding any revocation hereof or the cancellation of the Credit Agreement, any of the other Loan Documents, or any other instrument evidencing any liability of the Borrower, and such Guarantor shall be and remain liable to the Administrative Agent or such Guarantied Party for the amounts so repaid or recovered to the same extent as if such amount had never originally been paid to the Administrative Agent or such Guarantied Party.

Section 10. Subrogation. Upon the making by any Guarantor of any payment hereunder for the account of the Borrower, such Guarantor shall be subrogated to the rights of the payee against the Borrower; provided, however, that such Guarantor shall not enforce any right or receive any payment by way of subrogation or otherwise take any action in respect of any other claim or cause of action such Guarantor may have against the Borrower arising by reason of any payment or performance by such Guarantor pursuant to this Guaranty, unless and until all of the Guarantied Obligations have been indefeasibly paid and performed in full. If any amount shall be paid to such Guarantor on account of or in respect of such subrogation rights or other claims or causes of action, such Guarantor shall hold such amount in trust for the benefit of the Administrative Agent and the Guarantied Parties and shall forthwith pay such amount to the Administrative Agent to be credited and applied against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement or to be held by the Administrative Agent as collateral security for any Guarantied Obligations existing.

Section 11. Payments Free and Clear. All sums payable by each Guarantor hereunder, whether of principal, interest, Fees, expenses, premiums or otherwise, shall be paid in full, without set-off or counterclaim or any deduction or withholding whatsoever (including any Taxes), and if any Guarantor is required by Applicable Law or by a Governmental Authority to make any such deduction or withholding, such Guarantor shall pay to the Administrative Agent and the Guarantied Parties such additional amount as will result in the receipt by the Administrative Agent and the Guarantied Parties of the full amount payable hereunder had such deduction or withholding not occurred or been required.

Section 12. Set-off. In addition to any rights now or hereafter granted under any of the other Loan Documents or Applicable Law and not by way of limitation of any such rights, each Guarantor hereby authorizes the Administrative Agent, each Lender and any of their respective Affiliates, at any

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time while an Event of Default exists, without any prior notice to such Guarantor or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender or an Affiliate of a Lender subject to receipt of the prior written consent of the Administrative Agent exercised in its reasonable discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender, or any Affiliate of the Administrative Agent or such Lender, to or for the credit or the account of such Guarantor against and on account of any of the Guarantied Obligations, although such obligations shall be contingent or unmatured.

Section 13. Subordination. Each Guarantor hereby expressly covenants and agrees for the benefit of the Administrative Agent and the Guarantied Parties that all obligations and liabilities of the Borrower to such Guarantor of whatever description, including without limitation, all intercompany receivables of such Guarantor from the Borrower (collectively, the “Junior Claims”) shall be subordinate and junior in right of payment to all Guarantied Obligations. If an Event of Default shall exist, then no Guarantor shall accept any direct or indirect payment (in cash, property or securities, by setoff or otherwise) from the Borrower on account of or in any manner in respect of any Junior Claim until all of the Guarantied Obligations have been indefeasibly paid in full.

Section 14. Avoidance Provisions. It is the intent of each Guarantor, the Administrative Agent and the Guarantied Parties that in any Proceeding, such Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties) to be avoidable or unenforceable against such Guarantor in such Proceeding as a result of Applicable Law, including without limitation, (a) Section 548 of the Bankruptcy Code and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties) shall be determined in any such Proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of any Guarantor hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Guarantied Obligations for which such Guarantor shall be liable hereunder shall be reduced to that amount which, as of the time any of the Guarantied Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties), to be subject to avoidance under the Avoidance Provisions. This Section is intended solely to preserve the rights of the Administrative Agent and the Guarantied Parties hereunder to the maximum extent that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under this Section as against the Administrative Agent and the Guarantied Parties that would not otherwise be available to such Person under the Avoidance Provisions.

Section 15. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the financial condition of the Borrower and the other Guarantors, and of all other circumstances bearing upon the risk of nonpayment of any of the Guarantied Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that neither the Administrative Agent nor any of the Guarantied Parties shall have any duty whatsoever to advise any Guarantor of information regarding such circumstances or risks.

Section 16. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

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SECTION 17. WAIVER OF JURY TRIAL.

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

(b)    EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE ADMINISTRATIVE AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE ADMINISTRATIVE AGENT OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

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

Section 18. Loan Accounts. The Administrative Agent and each Lender may maintain books and accounts setting forth the amounts of principal, interest and other sums paid and payable with respect to the Guarantied Obligations, and in the case of any dispute relating to any of the outstanding amount, payment or receipt of any of the Guarantied Obligations or otherwise, the entries in such books and accounts shall be deemed conclusive evidence of the amounts and other matters set forth herein, absent manifest error. The failure of the Administrative Agent or any Lender to maintain such books and accounts shall not in any way relieve or discharge any Guarantor of any of its obligations hereunder.

Section 19. Waiver of Remedies. No delay or failure on the part of the Administrative Agent or any of the Guarantied Parties in the exercise of any right or remedy it may have against any Guarantor hereunder or otherwise shall operate as a waiver thereof, and no single or partial exercise by the Administrative Agent or any of the Guarantied Parties of any such right or remedy shall preclude any other or further exercise thereof or the exercise of any other such right or remedy.

Section 20. Termination. This Guaranty shall remain in full force and effect with respect to each Guarantor until the indefeasible payment in full of the Guarantied Obligations and any other Obligation, the termination or expiration of all of the Lenders’ and Administrative Agent’s obligations to make loans or other financial accommodations to the Borrower, and the termination or cancellation of the Credit Agreement in accordance with its terms.

Section 21. Successors and Assigns. Each reference herein to the Administrative Agent or the Guarantied Parties shall be deemed to include such Person’s respective successors and assigns (including, but not limited to, any holder of the Guarantied Obligations) in whose favor the provisions of this Guaranty also shall inure, and each reference herein to each Guarantor shall be deemed to include such Guarantor’s successors and assigns, upon whom this Guaranty also shall be binding. The Lenders may, in accordance with the applicable provisions of the Credit Agreement, assign, transfer or sell any Guarantied Obligation, or grant or sell participations in any Guarantied Obligations, to any Person without the consent of, or notice to, any Guarantor and without releasing, discharging or modifying any Guarantor’s obligations hereunder. Subject to Section 13.9. of the Credit Agreement, each Guarantor hereby consents to the delivery by the Administrative Agent or any Lender to any Assignee or Participant (or any prospective Assignee or Participant) of any financial or other information regarding the Borrower or any Guarantor. No Guarantor may assign or transfer its rights or obligations hereunder to any Person without the prior written consent of the Administrative Agent and all Guarantied Parties and any such assignment or other transfer to which the Administrative Agent and all of the Guarantied Parties have not so consented shall be null and void.

Section 22. JOINT AND SEVERAL OBLIGATIONS. THE OBLIGATIONS OF THE GUARANTORS HEREUNDER SHALL BE JOINT AND SEVERAL, AND ACCORDINGLY, EACH GUARANTOR CONFIRMS THAT IT IS LIABLE FOR THE FULL AMOUNT OF THE “GUARANTIED OBLIGATIONS” AND ALL OF THE OBLIGATIONS AND LIABILITIES OF EACH OF THE OTHER GUARANTORS HEREUNDER.

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Section 23. Amendments. This Guaranty may not be amended except in a writing signed by the Requisite Lenders (or all of the Lenders if required under the terms of the Credit Agreement), the Administrative Agent and each Guarantor.

Section 24. Payments. All payments to be made by any Guarantor pursuant to this Guaranty shall be made in Dollars, in immediately available funds to the Administrative Agent at the Principal Office, not later than 2:00 p.m. on the date of demand therefor.

Section 25. Notices. All notices, requests and other communications hereunder shall be in writing (including facsimile transmission or similar writing) and shall be given (a) to each Guarantor at its address set forth below its signature hereto, (b) to the Administrative Agent or any Lender at its respective address for notices provided for in the Credit Agreement, or (c) as to each such party at such other address as such party shall designate in a written notice to the other parties. Each such notice, request or other communication shall be effective (i) if mailed, when received; (ii) if telecopied, when transmitted; or (iii) if hand delivered, when delivered; provided, however, that any notice of a change of address for notices shall not be effective until received.

Section 26. Severability. In case any provision of this Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 27. Headings. Section headings used in this Guaranty are for convenience only and shall not affect the construction of this Guaranty.

Section 28. Limitation of Liability. Neither the Administrative Agent nor any of the Guarantied Parties, nor any Affiliate, officer, director, employee, attorney, or agent of the Administrative Agent or any of the Guarantied Parties, shall have any liability with respect to, and each Guarantor hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by a Guarantor in connection with, arising out of, or in any way related to, this Guaranty or any of the other Loan Documents, or any of the transactions contemplated by this Guaranty, the Credit Agreement or any of the other Loan Documents. Each Guarantor hereby waives, releases, and agrees not to sue the Administrative Agent or any of the Guarantied Parties or any of the Administrative Agent’s or of any Guarantied Parties’, officers, directors, employees, attorneys, or agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Guaranty, the Credit Agreement or any of the other Loan Documents, or any of the transactions contemplated by Credit Agreement or financed thereby.

Section 29. Electronic Delivery of Certain Information. Each Guarantor acknowledges and agrees that information regarding the Guarantor may be delivered electronically pursuant to Section 9.5. of the Credit Agreement.

Section 30. Right of Contribution. The Guarantors hereby agree as among themselves that, if any Guarantor shall make an Excess Payment, such Guarantor shall have a right of contribution from each other Guarantor in an amount equal to such other Guarantor’s Contribution Share of such Excess Payment. The payment obligations of any Guarantor under this Section shall be subordinate and subject in right of payment to the Obligations until such time as the Obligations have been indefeasibly paid and performed in full and the Term Loan Commitments and Revolving Commitments have expired or terminated, and none of the Guarantors shall exercise any right or remedy under this Section against any other Guarantor until such Obligations have been indefeasibly paid and performed in full and the Commitments have expired or terminated. Subject to Section 10 of this Guaranty, this Section shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any

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Guarantor may have under Applicable Law against the Borrower in respect of any payment of Guarantied Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall cease to be a Guarantor in accordance with the applicable provisions of the Loan Documents.

Section 31. Definitions. (a) For the purposes of this Guaranty:

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights.

“Contribution Share” means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment.

“Excess Payment” means the amount paid by any Guarantor in excess of its Ratable Share of any Guarantied Obligations.

“Proceeding” means any of the following: (i) a voluntary or involuntary case concerning any Guarantor shall be commenced under the Bankruptcy Code; (ii) a custodian (as defined in such Bankruptcy Code or any other applicable bankruptcy laws) is appointed for, or takes charge of, all or any substantial part of the property of any Guarantor; (iii) any other proceeding under any Applicable Law, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up or composition for adjustment of debts, whether now or hereafter in effect, is commenced relating to any Guarantor; (iv) any Guarantor is adjudicated insolvent or bankrupt; (v) any order of relief or other order approving any such case or proceeding is entered by a court of competent jurisdiction; (vi) any Guarantor makes a general assignment for the benefit of creditors; (vii) any Guarantor shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; (viii) any Guarantor shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (ix) any Guarantor shall by any act or failure to act indicate its consent to, approval of or acquiescence in any of the foregoing; or (x) any corporate action shall be taken by any Guarantor for the purpose of effecting any of the foregoing.

“Ratable Share” means, for any Guarantor in respect of any payment of Guarantied Obligations, the ratio (expressed as a percentage) as of the date of such payment of Guarantied Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties

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exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Guarantied Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment.

(b)    Terms not otherwise defined herein are used herein with the respective meanings given them in the Credit Agreement.

[Signature on Next Page]

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IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guaranty as of the date and year first written above.

BROADSTONE NET LEASE, INC.
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Financial Officer

Address for Notices:

c/o Broadstone Net Lease, LLC

530 Clinton Square

Rochester, New York 14604

Attn: Chief Financial Officer

Telecopy Number: (585) 760-8378

Telephone Number: (585) 287-6500

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[Signature Page to Broadstone Guaranty-continued]

BROADSTONE 2020EX TEXAS, LLC, a New York limited liability company

BROADSTONE APLB BRUNSWICK, LLC, a New York limited liability company

BROADSTONE APLB MINNESOTA, LLC, a New York limited liability company

BROADSTONE APLB SARASOTA,LLC, a New York limited liability company

BROADSTONE BFW MINNESOTA, LLC, a New York limited liability company

BROADSTONE BK EMPORIA, LLC, a New York limited liability company

BROADSTONE BK VIRGINIA, LLC, a New York limited liability company

BROADSTONE BPC OHIO, LLC, a New York limited liability company

BROADSTONE BPC PITTSBURGH, LLC, a New York limited liability company

BROADSTONE CABLE, LLC, a New York limited liability company

BROADSTONE CFW TEXAS, LLC, a New York limited liability company

BROADSTONE DQ VIRGINIA, LLC, a New York limited liability company

By: Broadstone Net Lease, LLC, a New York limited liability company, its sole member

By: Broadstone Net Lease, Inc. a Maryland corporation, its managing member

By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Financial Officer

Address for Notices:

c/o Broadstone Net Lease, LLC 530 Clinton Square

Rochester, New York 14604

Attn: Chief Financial Officer

Telecopy Number: (585) 760-8378

Telephone Number: (585) 287-6500

[Signatures Continued on Next Page]

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[Signature Page to Broadstone Guaranty-continued]

BROADSTONE EA OHIO, LLC, a New York limited liability company

BROADSTONE EO BIRMINGHAM I, LLC, a New York limited liability company

BROADSTONE EO BIRMINGHAM II, LLC, a New York limited liability company

BROADSTONE FILTER, LLC, a New York limited liability company

BROADSTONE FMFP TEXAS B2, LLC, a New York limited liability company

BROADSTONE FMFP TEXAS B3, LLC, a New York limited liability company

BROADSTONE JLC MISSOURI, LLC, a New York limited liability company

BROADSTONE MD OKLAHOMA, LLC, a New York limited liability company

BROADSTONE NDC FAYETTEVILLE, LLC, a New York limited liability company

BROADSTONE PCSC TEXAS, LLC, a New York limited liability company

BROADSTONE PJ RLY, LLC, a New York limited liability company

By: Broadstone Net Lease, LLC, a New York limited liability company, its sole member

By: Broadstone Net Lease, Inc. a Maryland corporation, its managing member

By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Financial Officer

Address for Notices:

c/o Broadstone Net Lease, LLC 530 Clinton Square

Rochester, New York 14604 Attn: Chief Financial Officer

Telecopy Number: (585) 760-8378

Telephone Number: (585) 287-6500

[Signatures Continued on Next Page]

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[Signature Page to Broadstone Guaranty-continued]

BROADSTONE RM MISSOURI, LLC, a New York limited liability company
BROADSTONE SEC NORTH CAROLINA, LLC, a New York limited liability company
BROADSTONE SOE RALEIGH, LLC, a New York limited liability company
BROADSTONE TA TENNESSEE, LLC, a New York limited liability company
BROADSTONE TB JACKSONVILLE, LLC, a New York limited liability company
BROADSTONE TB SOUTHEAST, LLC, a New York limited liability company
BROADSTONE TB TN, LLC, a Delaware limited liability company
BROADSTONE TR FLORIDA, LLC, a New York limited liability company
BROADSTONE TSGA KENTUCKY, LLC, a New York limited liability company
BROADSTONE WI APPALACHIA, LLC, a New York limited liability company
GRC LI TX, LLC, a Delaware limited liability company
	By: Broadstone Net Lease, LLC, a New York limited liability company, its sole member
	By: Broadstone Net Lease, Inc. a Maryland corporation, its managing member

By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Financial Officer

Address for Notices:

c/o Broadstone Net Lease, LLC 530 Clinton Square

Rochester, New York 14604

Attn: Chief Financial Officer

Telecopy Number: (585) 760-8378

Telephone Number: (585) 287-6500

ANNEX I

FORM OF ACCESSION AGREEMENT

THIS ACCESSION AGREEMENT dated as of             , 20     , executed and delivered by                     , a                      (the “New Guarantor”), in favor of MANUFACTURERS AND TRADERS TRUST COMPANY, in its capacity as Administrative Agent (together with its successors and assigns, the “Administrative Agent”) for the Lenders under that certain Credit Agreement dated as of October 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Broadstone Net Lease, LLC, a New York limited liability company (the “Borrower”), Broadstone Net Lease, Inc., a Maryland corporation, the financial institutions party thereto and their assignees under Section 13.6 thereof (the “Lenders”), and the Administrative Agent, for its benefit and the benefit of the Lenders (the Administrative Agent and the Lenders, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

WHEREAS, pursuant to the Credit Agreement, the Administrative Agent and the Lenders have agreed to make available to the Borrower certain financial accommodations on the terms and conditions set forth in the Credit Agreement;

WHEREAS, the Borrower, the New Guarantor, and the existing Guarantors, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Administrative Agent and the Lenders through their collective efforts;

WHEREAS, the New Guarantor acknowledges that it will receive direct and indirect benefits from the Administrative Agent and the Lenders making such financial accommodations available to the Borrower under the Credit Agreement and, accordingly, the New Guarantor is willing to guarantee the Borrower’s obligations to the Administrative Agent and the Lenders on the terms and conditions contained herein; and

WHEREAS, the New Guarantor’s execution and delivery of this Agreement is a condition to the Administrative Agent and the Lenders continuing to make such financial accommodations to the Borrower.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the New Guarantor, the New Guarantor agrees as follows:

Section 1. Accession to Guaranty. The New Guarantor hereby agrees that it is a “Guarantor” under that certain Guaranty dated as of October 2, 2012 (as amended, supplemented, restated or otherwise modified from time to time, the “Guaranty”), made by each Subsidiary of the Borrower a party thereto in favor of the Administrative Agent and the Guarantied Parties and assumes all obligations of a “Guarantor” thereunder and agrees to be bound thereby, all as if the New Guarantor had been an original signatory to the Guaranty. Without limiting the generality of the foregoing, the New Guarantor hereby:

(a)    irrevocably and unconditionally guarantees the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all Guarantied Obligations (as defined in the Guaranty);

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(b)    makes to the Administrative Agent and the Guarantied Parties as of the date hereof each of the representations and warranties contained in Section 5 of the Guaranty and agrees to be bound by each of the covenants contained in Section 6 of the Guaranty; and

(c)    consents and agrees to each provision set forth in the Guaranty.

SECTION 2. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 3. Definitions. Capitalized terms used herein and not otherwise defined herein shall have their respective defined meanings given them in the Credit Agreement.

[Signatures on Next Page]

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IN WITNESS WHEREOF, the New Guarantor has caused this Accession Agreement to be duly executed and delivered under seal by its duly authorized officers as of the date first written above.

[NEW GUARANTOR]
By:
	Name:
	Title:
Address for Notices:
c/o
Attn:
Telecopy Number:
Telephone Number:

Accepted:
MANUFACTURERS AND
TRADERS TRUST COMPANY, as
Administrative Agent
By:
	Name:
	Title:

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EX-10.21

EXHIBIT 10.21

GUARANTY

THIS GUARANTY dated as of May 24, 2013 (this “Guaranty”), executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of REGIONS BANK, in its capacity as Administrative Agent (together with its successors and assigns, the “Administrative Agent”) for the Lenders under that certain Term Loan Agreement dated as of May 24, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Broadstone Net Lease, LLC, a New York limited liability company (the “Borrower”), Broadstone Net Lease, Inc., a Maryland corporation, the financial institutions party thereto and their assignees under Section 13.6. thereof (the “Lenders”), and the Administrative Agent, for its benefit and the benefit of the Lenders (the Administrative Agent and the Lenders, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

WHEREAS, pursuant to the Credit Agreement, the Administrative Agent and the Lenders have agreed to make available to the Borrower certain financial accommodations on the terms and conditions set forth in the Credit Agreement;

WHEREAS, the Borrower and each of the Guarantors, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Administrative Agent and the Lenders through their collective efforts;

WHEREAS, each Guarantor acknowledges that it will receive direct and indirect benefits from the Administrative Agent and the Lenders making such financial accommodations available to the Borrower under the Credit Agreement and, accordingly, each Guarantor is willing to guarantee the Borrower’s obligations to the Administrative Agent and the Lenders on the terms and conditions contained herein; and

WHEREAS, each Guarantor’s execution and delivery of this Guaranty is a condition to the Administrative Agent and the Lenders making, and continuing to make, such financial accommodations to the Borrower.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Guarantor, each Guarantor agrees as follows:

Section 1. Guaranty. Each Guarantor hereby absolutely, irrevocably and unconditionally guaranties the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all of the following (collectively referred to as the “Guarantied Obligations”): (a) all indebtedness, liabilities, obligations, covenants and duties owing by the Borrower to the Administrative Agent or any Guarantied Party under or in connection with the Credit Agreement and any other Loan Document, including without limitation, the repayment of all principal of the Loans and the payment of all interest, Fees, charges, attorneys’ fees and other amounts payable to the Administrative Agent or any Guarantied Party thereunder (including, to the extent permitted by Applicable Law, interest, Fees and other amounts that would accrue and become due after the filing of a case or other proceeding under the Bankruptcy Code (as defined below) or other similar Applicable Law but for the commencement of such case or proceeding, whether or not such amounts are allowed or allowable in whole or in part in such case or proceeding); (b) any and all extensions, renewals,

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modifications, amendments or substitutions of the foregoing; (c) all other Obligations; and (d) all expenses, including, without limitation, reasonable attorneys’ fees and disbursements, that are incurred by the Administrative Agent or any of the Guarantied Parties in the enforcement of any of the foregoing or any obligation of such Guarantor hereunder.

Section 2. Guaranty of Payment and Not of Collection. This Guaranty is a guaranty of payment, and not of collection, and a debt of each Guarantor for its own account. Accordingly, none of the Administrative Agent or the Guarantied Parties shall be obligated or required before enforcing this Guaranty against any Guarantor: (a) to pursue any right or remedy any of them may have against the Borrower, any other Guarantor or any other Person or commence any suit or other proceeding against the Borrower, any other Guarantor or any other Person in any court or other tribunal; (b) to make any claim in a liquidation or bankruptcy of the Borrower, any other Guarantor or any other Person; or (c) to make demand of the Borrower, any other Guarantor or any other Person or to enforce or seek to enforce or realize upon any collateral security, if any, held by the Administrative Agent or any Guarantied Party which may secure any of the Guarantied Obligations.

Section 3. Guaranty Absolute. Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or the Guarantied Parties with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):

(a)    (i) any change in the amount, interest rate or due date or other term of any of the Guarantied Obligations, (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations, (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Guarantied Obligations, or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing;

(b)    any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing;

(c)    any furnishing to the Administrative Agent or the Guarantied Parties of any security for the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral, if any, securing any of the Obligations;

(d)    any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect to the Guarantied Obligations, or any subordination of the payment of the Guarantied Obligations to the payment of any other liability of the Borrower or any other Loan Party;

(e)    any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Guarantor, the Borrower, any other Loan Party or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding;

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(f)    any act or failure to act by the Borrower, any other Loan Party or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty;

(g)    any nonperfection or impairment of any security interest or other Lien, if any, on any collateral securing in any way any of the Guarantied Obligations;

(h)    any application of sums paid by the Borrower, any other Guarantor or any other Person with respect to the liabilities of the Borrower to the Administrative Agent or the Guarantied Parties, regardless of what liabilities of the Borrower remain unpaid;

(i)    any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof;

(j)    any defense, set-off, claim or counterclaim (other than indefeasible payment and performance in full) which may at any time be available to or be asserted by the Borrower, any other Loan Party or any other Person against the Administrative Agent or any of the Guarantied Parties;

(k)    any change in the corporate existence, structure or ownership of the Borrower or any other Loan Party;

(l)    any statement, representation or warranty made or deemed made by or on behalf of the Borrower, any Guarantor or any other Loan Party under any Loan Document, or any amendment hereto or thereto, proves to have been incorrect or misleading in any respect; or

(m)    any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Guarantor hereunder (other than indefeasible payment and performance in full).

Section 4. Action with Respect to Guarantied Obligations. The Administrative Agent and the Guarantied Parties may, at any time and from time to time, without the consent of, or notice to, any Guarantor, and without discharging any Guarantor from its obligations hereunder, take any and all actions described in Section 3. of this Guaranty and may otherwise: (a) amend, modify, alter or supplement the terms of any of the Guarantied Obligations, including, but not limited to, extending or shortening the time of payment of any of the Guarantied Obligations or changing the interest rate that may accrue on any of the Guarantied Obligations; (b) amend, modify, alter or supplement the Credit Agreement or any other Loan Document; (c) sell, exchange, release or otherwise deal with all, or any part, of any collateral, if any, securing any of the Obligations; (d) release any other Loan Party or other Person liable in any manner for the payment or collection of the Guarantied Obligations; (e) exercise, or refrain from exercising, any rights against the Borrower, any other Guarantor or any other Person; and (f) apply any sum, by whomsoever paid or however realized, to the Guarantied Obligations in such order as the Administrative Agent and the Guarantied Parties shall elect.

Section 5. Representations and Warranties. Each Guarantor hereby makes to the Administrative Agent and the Guarantied Parties all of the representations and warranties made by the Borrower with respect to or in any way relating to such Guarantor in the Credit Agreement and the other Loan Documents, as if the same were set forth herein in full.

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Section 6. Covenants. Each Guarantor will comply with all covenants which the Borrower is to cause such Guarantor to comply with under the terms of the Credit Agreement or any of the other Loan Documents.

Section 7. Waiver. Each Guarantor, to the fullest extent permitted by Applicable Law, hereby waives notice of acceptance hereof or any presentment, demand, protest or notice of any kind, and any other act or thing, or omission or delay to do any other act or thing, which in any manner or to any extent might vary the risk of such Guarantor or which otherwise might operate to discharge such Guarantor from its obligations hereunder.

Section 8. Inability to Accelerate Loan. If the Administrative Agent and/or the Guarantied Parties are prevented under Applicable Law or otherwise from demanding or accelerating payment of any of the Guarantied Obligations by reason of any automatic stay or otherwise, the Administrative Agent and/or the Guarantied Parties shall be entitled to receive from each Guarantor, upon demand therefor, the sums which otherwise would have been due had such demand or acceleration occurred.

Section 9. Reinstatement of Guarantied Obligations. If claim is ever made on the Administrative Agent or any of the Guarantied Parties for repayment or recovery of any amount or amounts received in payment or on account of any of the Guarantied Obligations, and the Administrative Agent or such Guarantied Party repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body of competent jurisdiction, or (b) any settlement or compromise of any such claim effected by the Administrative Agent or such Guarantied Party with any such claimant (including the Borrower or a trustee in bankruptcy for the Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding on it, notwithstanding any revocation hereof or the cancellation of the Credit Agreement, any of the other Loan Documents, or any other instrument evidencing any liability of the Borrower, and such Guarantor shall be and remain liable to the Administrative Agent or such Guarantied Party for the amounts so repaid or recovered to the same extent as if such amount had never originally been paid to the Administrative Agent or such Guarantied Party.

Section 10. Subrogation. Upon the making by any Guarantor of any payment hereunder for the account of the Borrower, such Guarantor shall be subrogated to the rights of the payee against the Borrower; provided, however, that such Guarantor shall not enforce any right or receive any payment by way of subrogation or otherwise take any action in respect of any other claim or cause of action such Guarantor may have against the Borrower arising by reason of any payment or performance by such Guarantor pursuant to this Guaranty, unless and until all of the Guarantied Obligations have been indefeasibly paid and performed in full. If any amount shall be paid to such Guarantor on account of or in respect of such subrogation rights or other claims or causes of action, such Guarantor shall hold such amount in trust for the benefit of the Administrative Agent and the Guarantied Parties and shall forthwith pay such amount to the Administrative Agent to be credited and applied against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement or to be held by the Administrative Agent as collateral security for any Guarantied Obligations existing.

Section 11. Payments Free and Clear. All sums payable by each Guarantor hereunder, whether of principal, interest, Fees, expenses, premiums or otherwise, shall be paid in full, without set-off or counterclaim or any deduction or withholding whatsoever (including any Taxes), and if any Guarantor is required by Applicable Law or by a Governmental Authority to make any such deduction or withholding, such Guarantor shall pay to the Administrative Agent and the Guarantied Parties such additional amount as will result in the receipt by the Administrative Agent and the Guarantied Parties of the full amount payable hereunder had such deduction or withholding not occurred or been required.

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Section 12. Set-off. In addition to any rights now or hereafter granted under any of the other Loan Documents or Applicable Law and not by way of limitation of any such rights, each Guarantor hereby authorizes the Administrative Agent, each Lender and any of their respective Affiliates, at any time while an Event of Default exists, without any prior notice to such Guarantor or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender or an Affiliate of a Lender subject to receipt of the prior written consent of the Administrative Agent exercised in its reasonable discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender, or any Affiliate of the Administrative Agent or such Lender, to or for the credit or the account of such Guarantor against and on account of any of the Guarantied Obligations, although such obligations shall be contingent or unmatured.

Section 13. Subordination. Each Guarantor hereby expressly covenants and agrees for the benefit of the Administrative Agent and the Guarantied Parties that all obligations and liabilities of the Borrower to such Guarantor of whatever description, including without limitation, all intercompany receivables of such Guarantor from the Borrower (collectively, the “Junior Claims”) shall be subordinate and junior in right of payment to all Guarantied Obligations. If an Event of Default shall exist, then no Guarantor shall accept any direct or indirect payment (in cash, property or securities, by setoff or otherwise) from the Borrower on account of or in any manner in respect of any Junior Claim until all of the Guarantied Obligations have been indefeasibly paid in full.

Section 14. Avoidance Provisions. It is the intent of each Guarantor, the Administrative Agent and the Guarantied Parties that in any Proceeding, such Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties) to be avoidable or unenforceable against such Guarantor in such Proceeding as a result of Applicable Law, including without limitation, (a) Section 548 of the Bankruptcy Code and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties) shall be determined in any such Proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of any Guarantor hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Guarantied Obligations for which such Guarantor shall be liable hereunder shall be reduced to that amount which, as of the time any of the Guarantied Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties), to be subject to avoidance under the Avoidance Provisions. This Section is intended solely to preserve the rights of the Administrative Agent and the Guarantied Parties hereunder to the maximum extent that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under this Section as against the Administrative Agent and the Guarantied Parties that would not otherwise be available to such Person under the Avoidance Provisions.

Section 15. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the financial condition of the Borrower and the other Guarantors, and of all other circumstances bearing upon the risk of nonpayment of any of the Guarantied Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that neither the Administrative Agent nor any of the Guarantied Parties shall have any duty whatsoever to advise any Guarantor of information regarding such circumstances or risks.

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Section 16. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

SECTION 17. WAIVER OF JURY TRIAL.

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

(b)    EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN

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THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE ADMINISTRATIVE AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE ADMINISTRATIVE AGENT OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

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

Section 18. Loan Accounts. The Administrative Agent and each Lender may maintain books and accounts setting forth the amounts of principal, interest and other sums paid and payable with respect to the Guarantied Obligations, and in the case of any dispute relating to any of the outstanding amount, payment or receipt of any of the Guarantied Obligations or otherwise, the entries in such books and accounts shall be deemed conclusive evidence of the amounts and other matters set forth herein, absent manifest error. The failure of the Administrative Agent or any Lender to maintain such books and accounts shall not in any way relieve or discharge any Guarantor of any of its obligations hereunder.

Section 19. Waiver of Remedies. No delay or failure on the part of the Administrative Agent or any of the Guarantied Parties in the exercise of any right or remedy it may have against any Guarantor hereunder or otherwise shall operate as a waiver thereof, and no single or partial exercise by the Administrative Agent or any of the Guarantied Parties of any such right or remedy shall preclude any other or further exercise thereof or the exercise of any other such right or remedy.

Section 20. Termination. This Guaranty shall remain in full force and effect with respect to each Guarantor until the indefeasible payment in full of the Guarantied Obligations and any other Obligation, the termination or expiration of all of the Lenders’ and Administrative Agent’s obligations to make loans or other financial accommodations to the Borrower, and the termination or cancellation of the Credit Agreement in accordance with its terms.

Section 21. Successors and Assigns. Each reference herein to the Administrative Agent or the Guarantied Parties shall be deemed to include such Person’s respective successors and assigns (including, but not limited to, any holder of the Guarantied Obligations) in whose favor the provisions of this Guaranty also shall inure, and each reference herein to each Guarantor shall be deemed to include such Guarantor’s successors and assigns, upon whom this Guaranty also shall be binding. The Lenders may, in accordance with the applicable provisions of the Credit Agreement, assign, transfer or sell any Guarantied Obligation, or grant or sell participations in any Guarantied Obligations, to any Person without the consent of, or notice to, any Guarantor and without releasing, discharging or modifying any Guarantor’s obligations hereunder. Subject to Section 13.9. of the Credit Agreement, each Guarantor hereby consents to the delivery by the Administrative Agent or any Lender to any Assignee or Participant (or any prospective Assignee or Participant) of any financial or other information regarding the Borrower or any Guarantor. No Guarantor may assign or transfer its rights or obligations hereunder to any Person without the prior written consent of the Administrative Agent and all Guarantied Parties and any such assignment or other transfer to which the Administrative Agent and all of the Guarantied Parties have not so consented shall be null and void.

Section 22. JOINT AND SEVERAL OBLIGATIONS. THE OBLIGATIONS OF THE GUARANTORS HEREUNDER SHALL BE JOINT AND SEVERAL, AND ACCORDINGLY, EACH GUARANTOR CONFIRMS THAT IT IS LIABLE FOR THE FULL AMOUNT OF THE “GUARANTIED OBLIGATIONS” AND ALL OF THE OBLIGATIONS AND LIABILITIES OF EACH OF THE OTHER GUARANTORS HEREUNDER.

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Section 23. Amendments. This Guaranty may not be amended except in a writing signed by the Requisite Lenders (or all of the Lenders if required under the terms of the Credit Agreement), the Administrative Agent and each Guarantor.

Section 24. Payments. All payments to be made by any Guarantor pursuant to this Guaranty shall be made in Dollars, in immediately available funds to the Administrative Agent at the Principal Office, not later than 2:00 p.m. on the date of demand therefor.

Section 25. Notices. All notices, requests and other communications hereunder shall be in writing (including facsimile transmission or similar writing) and shall be given (a) to each Guarantor at its address set forth below its signature hereto, (b) to the Administrative Agent or any Lender at its respective address for notices provided for in the Credit Agreement, or (c) as to each such party at such other address as such party shall designate in a written notice to the other parties. Each such notice, request or other communication shall be effective (i) if mailed, when received; (ii) if telecopied, when transmitted; or (iii) if hand delivered, when delivered; provided, however, that any notice of a change of address for notices shall not be effective until received.

Section 26. Severability. In case any provision of this Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 27. Headings. Section headings used in this Guaranty are for convenience only and shall not affect the construction of this Guaranty.

Section 28. Limitation of Liability. Neither the Administrative Agent nor any of the Guarantied Parties, nor any Affiliate, officer, director, employee, attorney, or agent of the Administrative Agent or any of the Guarantied Parties, shall have any liability with respect to, and each Guarantor hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by a Guarantor in connection with, arising out of, or in any way related to, this Guaranty or any of the other Loan Documents, or any of the transactions contemplated by this Guaranty, the Credit Agreement or any of the other Loan Documents. Each Guarantor hereby waives, releases, and agrees not to sue the Administrative Agent or any of the Guarantied Parties or any of the Administrative Agent’s or of any Guarantied Parties’, officers, directors, employees, attorneys, or agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Guaranty, the Credit Agreement or any of the other Loan Documents, or any of the transactions contemplated by Credit Agreement or financed thereby.

Section 29. Electronic Delivery of Certain Information. Each Guarantor acknowledges and agrees that information regarding the Guarantor may be delivered electronically pursuant to Section 9.5. of the Credit Agreement.

Section 30. Right of Contribution. The Guarantors hereby agree as among themselves that, if any Guarantor shall make an Excess Payment, such Guarantor shall have a right of contribution from each other Guarantor in an amount equal to such other Guarantor’s Contribution Share of such Excess Payment. The payment obligations of any Guarantor under this Section shall be subordinate and subject in right of payment to the Obligations until such time as the Obligations have been indefeasibly paid and performed in full and the Term Loan Commitments and Revolving Commitments have expired or

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terminated, and none of the Guarantors shall exercise any right or remedy under this Section against any other Guarantor until such Obligations have been indefeasibly paid and performed in full and the Commitments have expired or terminated. Subject to Section 10 of this Guaranty, this Section shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Applicable Law against the Borrower in respect of any payment of Guarantied Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall cease to be a Guarantor in accordance with the applicable provisions of the Loan Documents.

Section 31. Definitions. (a) For the purposes of this Guaranty:

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights.

“Contribution Share” means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment.

“Excess Payment” means the amount paid by any Guarantor in excess of its Ratable Share of any Guarantied Obligations.

“Proceeding” means any of the following: (i) a voluntary or involuntary case concerning any Guarantor shall be commenced under the Bankruptcy Code; (ii) a custodian (as defined in such Bankruptcy Code or any other applicable bankruptcy laws) is appointed for, or takes charge of, all or any substantial part of the property of any Guarantor; (iii) any other proceeding under any Applicable Law, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up or composition for adjustment of debts, whether now or hereafter in effect, is commenced relating to any Guarantor; (iv) any Guarantor is adjudicated insolvent or bankrupt; (v) any order of relief or other order approving any such case or proceeding is entered by a court of competent jurisdiction; (vi) any Guarantor makes a general assignment for the benefit of creditors; (vii) any Guarantor shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; (viii) any Guarantor shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (ix) any Guarantor shall by any act or failure to act indicate its consent to, approval of or acquiescence in any of the foregoing; or (x) any corporate action shall be taken by any Guarantor for the purpose of effecting any of the foregoing.

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“Ratable Share” means, for any Guarantor in respect of any payment of Guarantied Obligations, the ratio (expressed as a percentage) as of the date of such payment of Guarantied Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Guarantied Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment.

(b)    Terms not otherwise defined herein are used herein with the respective meanings given them in the Credit Agreement.

[Signature on Next Page]

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IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guaranty as of the date and year first written above.

BROADSTONE NET LEASE, INC.
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Financial Officer
Address for Notices:
c/o Broadstone Net Lease, LLC
530 Clinton Square
Rochester, New York 14604
Attn: Chief Financial Officer
Telecopy Number: (585) 760-8378
Telephone Number: (585) 287-6500

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[Signature Page to Broadstone Guaranty-continued]

BROADSTONE 2020EX TEXAS, LLC
BROADSTONE AI MICHIGAN, LLC
BROADSTONE APLB BRUNSWICK, LLC
BROADSTONE APLB MINNESOTA, LLC
BROADSTONE APLB SARASOTA, LLC
BROADSTONE APLB VIRGINIA, LLC
BROADSTONE ASDCW TEXAS, LLC
BROADSTONE AUGUST FAMILY UPREIT OH PA, LLC
BROADSTONE BFW MINNESOTA, LLC
BROADSTONE BK EMPORIA, LLC
BROADSTONE BK VIRGINIA, LLC
BROADSTONE BPC OHIO, LLC
BROADSTONE CABLE, LLC
BROADSTONE CFW TEXAS, LLC
BROADSTONE DQ VIRGINIA, LLC
BROADSTONE EA OHIO, LLC
BROADSTONE EO BIRMINGHAM I, LLC
BROADSTONE EO BIRMINGHAM II, LLC
BROADSTONE FILTER, LLC
BROADSTONE FMFP TEXAS B2, LLC
BROADSTONE FMFP TEXAS B3, LLC
BROADSTONE GCSC FLORIDA, LLC
BROADSTONE JLC MISSOURI, LLC
BROADSTONE KFC CHICAGO, LLC
By: Broadstone Net Lease, LLC, a New York limited liability company, its sole member
By: Broadstone Net Lease, Inc. a Maryland corporation, its managing member
	By:	/s/ Christopher J. Czarnecki
		Name:	Christopher J. Czarnecki
		Title:	President and Chief Financial Officer
Address for notices:
c/o Broadstone Net Lease, LLC 530 Clinton Square
Rochester, New York 14604 Attn: Chief Financial Officer
Telecopy Number:     (585) 760-8378
Telephone Number:   (585) 287-6500

[Signatures Continue on Next Page]

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[Signature Page to Broadstone Guaranty-continued]

BROADSTONE MD OKLAHOMA, LLC
BROADSTONE MED FLORIDA, LLC
BROADSTONE NDC FAYETTEVILLE, LLC
BROADSTONE NI NORTH CAROLINA, LLC
BROADSTONE PCSC TEXAS, LLC
BROADSTONE PJ RLY, LLC
BROADSTONE PY CINCINNATI, LLC
BROADSTONE RM MISSOURI, LLC
BROADSTONE ROLLER, LLC
BROADSTONE SEC NORTH CAROLINA, LLC
BROADSTONE SOE RALEIGH, LLC
BROADSTONE TA TENNESSEE, LLC
BROADSTONE TB JACKSONVILLE, LLC
BROADSTONE TB SOUTHEAST, LLC
BROADSTONE TB TN, LLC
BROADSTONE TR FLORIDA, LLC
BROADSTONE TSGA KENTUCKY, LLC
BROADSTONE WI ALABAMA, LLC
BROADSTONE WI APPALACHIA, LLC
BROADSTONE WI EAST, LLC GRC LI TX, LLC
By: Broadstone Net Lease, LLC, a New York limited liability company, its sole member
By: Broadstone Net Lease, Inc. a Maryland corporation, its managing member
	By:	/s/ Christopher J. Czarnecki
		Name:	Christopher J. Czarnecki
		Title:	President and Chief Financial Officer
Address for notices:
c/o Broadstone Net Lease, LLC
530 Clinton Square
Rochester, New York 14604 Attn: Chief Financial Officer
Telecopy Number: (585) 760-8378
Telephone Number: (585) 287-6500

ANNEX I

FORM OF ACCESSION AGREEMENT

THIS ACCESSION AGREEMENT dated as of             , 20    , executed and delivered by                     , a                      (the “New Guarantor”), in favor of REGIONS BANK, in its capacity as Administrative Agent (together with its successors and assigns, the “Administrative Agent”) for the Lenders under that certain Term Loan Agreement dated as of May 24, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Broadstone Net Lease, LLC, a New York limited liability company (the “Borrower”), Broadstone Net Lease, Inc., a Maryland corporation, the financial institutions party thereto and their assignees under Section 13.6 thereof (the “Lenders”), and the Administrative Agent, for its benefit and the benefit of the Lenders (the Administrative Agent and the Lenders, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

WHEREAS, pursuant to the Credit Agreement, the Administrative Agent and the Lenders have agreed to make available to the Borrower certain financial accommodations on the terms and conditions set forth in the Credit Agreement;

WHEREAS, the Borrower, the New Guarantor, and the existing Guarantors, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Administrative Agent and the Lenders through their collective efforts;

WHEREAS, the New Guarantor acknowledges that it will receive direct and indirect benefits from the Administrative Agent and the Lenders making such financial accommodations available to the Borrower under the Credit Agreement and, accordingly, the New Guarantor is willing to guarantee the Borrower’s obligations to the Administrative Agent and the Lenders on the terms and conditions contained herein; and

WHEREAS, the New Guarantor’s execution and delivery of this Agreement is a condition to the Administrative Agent and the Lenders continuing to make such financial accommodations to the Borrower.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the New Guarantor, the New Guarantor agrees as follows:

Section 1. Accession to Guaranty. The New Guarantor hereby agrees that it is a “Guarantor” under that certain Guaranty dated as of May 24, 2013 (as amended, supplemented, restated or otherwise modified from time to time, the “Guaranty”), made by each Subsidiary of the Borrower a party thereto in favor of the Administrative Agent and the Guarantied Parties and assumes all obligations of a “Guarantor” thereunder and agrees to be bound thereby, all as if the New Guarantor had been an original signatory to the Guaranty. Without limiting the generality of the foregoing, the New Guarantor hereby:

(a)    irrevocably and unconditionally guarantees the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all Guarantied Obligations (as defined in the Guaranty);

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(b)    makes to the Administrative Agent and the Guarantied Parties as of the date hereof each of the representations and warranties contained in Section 5 of the Guaranty and agrees to be bound by each of the covenants contained in Section 6 of the Guaranty; and

(c)    consents and agrees to each provision set forth in the Guaranty.

SECTION 2. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 3. Definitions. Capitalized terms used herein and not otherwise defined herein shall have their respective defined meanings given them in the Credit Agreement.

[Signatures on Next Page]

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IN WITNESS WHEREOF, the New Guarantor has caused this Accession Agreement to be duly executed and delivered under seal by its duly authorized officers as of the date first written above.

[NEW GUARANTOR]
By:
	Name:
	Title:
Address for Notices:
c/o
Attn:
Telecopy Number:
Telephone Number:

Accepted:
REGIONS BANK, as Administrative Agent
By:
	Name:
	Title:

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EX-10.22

EXHIBIT 10.22

GUARANTY

THIS GUARANTY dated as of November 6, 2015 (this “Guaranty”), executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of SUNTRUST BANK, in its capacity as Administrative Agent (together with its successors and assigns, the “Administrative Agent”) for the Lenders under that certain Term Loan Agreement dated as of November 6, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Broadstone Net Lease, LLC, a New York limited liability company (the “Borrower”), Broadstone Net Lease, Inc., a Maryland corporation, the financial institutions party thereto and their assignees under Section 13.6. thereof (the “Lenders”), and the Administrative Agent, for its benefit and the benefit of the Lenders (the Administrative Agent and the Lenders, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

WHEREAS, pursuant to the Credit Agreement, the Administrative Agent and the Lenders have agreed to make available to the Borrower certain financial accommodations on the terms and conditions set forth in the Credit Agreement;

WHEREAS, the Borrower and each of the Guarantors, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Administrative Agent and the Lenders through their collective efforts;

WHEREAS, each Guarantor acknowledges that it will receive direct and indirect benefits from the Administrative Agent and the Lenders making such financial accommodations available to the Borrower under the Credit Agreement and, accordingly, each Guarantor is willing to guarantee the Borrower’s obligations to the Administrative Agent and the Lenders on the terms and conditions contained herein; and

WHEREAS, each Guarantor’s execution and delivery of this Guaranty is a condition to the Administrative Agent and the Lenders making, and continuing to make, such financial accommodations to the Borrower.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Guarantor, each Guarantor agrees as follows:

Section 1. Guaranty. Each Guarantor hereby absolutely, irrevocably and unconditionally guaranties the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all of the following (collectively referred to as the “Guarantied Obligations”): (a) all indebtedness, liabilities, obligations, covenants and duties owing by the Borrower to the Administrative Agent or any Guarantied Party under or in connection with the Credit Agreement and any other Loan Document, including without limitation, the repayment of all principal of the Loans and the payment of all interest, Fees, charges, attorneys’ fees and other amounts payable to the Administrative Agent or any Guarantied Party thereunder (including, to the extent permitted by Applicable Law, interest, Fees and other amounts that would accrue and become due after the filing of a case or other proceeding under the Bankruptcy Code (as defined below) or other similar Applicable Law but for the commencement of such case or proceeding, whether or not such amounts are allowed or allowable in whole or in part in such case or proceeding); (b) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing; (c) all other Obligations; and (d) all

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expenses, including, without limitation, reasonable attorneys’ fees and disbursements, that are incurred by the Administrative Agent or any of the Guarantied Parties in the enforcement of any of the foregoing or any obligation of such Guarantor hereunder.

Section 2. Guaranty of Payment and Not of Collection. This Guaranty is a guaranty of payment, and not of collection, and a debt of each Guarantor for its own account. Accordingly, none of the Administrative Agent or the Guarantied Parties shall be obligated or required before enforcing this Guaranty against any Guarantor: (a) to pursue any right or remedy any of them may have against the Borrower, any other Guarantor or any other Person or commence any suit or other proceeding against the Borrower, any other Guarantor or any other Person in any court or other tribunal; (b) to make any claim in a liquidation or bankruptcy of the Borrower, any other Guarantor or any other Person; or (c) to make demand of the Borrower, any other Guarantor or any other Person or to enforce or seek to enforce or realize upon any collateral security, if any, held by the Administrative Agent or any Guarantied Party which may secure any of the Guarantied Obligations.

Section 3. Guaranty Absolute. Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or the Guarantied Parties with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):

(a)    (i) any change in the amount, interest rate or due date or other term of any of the Guarantied Obligations, (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations, (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Guarantied Obligations, or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing;

(b)    any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing;

(c)    any furnishing to the Administrative Agent or the Guarantied Parties of any security for the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral, if any, securing any of the Obligations;

(d)    any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect to the Guarantied Obligations, or any subordination of the payment of the Guarantied Obligations to the payment of any other liability of the Borrower or any other Loan Party;

(e)    any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Guarantor, the Borrower, any other Loan Party or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding;

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(f)    any act or failure to act by the Borrower, any other Loan Party or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty;

(g)    any nonperfection or impairment of any security interest or other Lien, if any, on any collateral securing in any way any of the Guarantied Obligations;

(h)    any application of sums paid by the Borrower, any other Guarantor or any other Person with respect to the liabilities of the Borrower to the Administrative Agent or the Guarantied Parties, regardless of what liabilities of the Borrower remain unpaid;

(i)    any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof;

(j)    any defense, set-off, claim or counterclaim (other than indefeasible payment and performance in full) which may at any time be available to or be asserted by the Borrower, any other Loan Party or any other Person against the Administrative Agent or any of the Guarantied Parties;

(k)    any change in the corporate existence, structure or ownership of the Borrower or any other Loan Party;

(l)    any statement, representation or warranty made or deemed made by or on behalf of the Borrower, any Guarantor or any other Loan Party under any Loan Document, or any amendment hereto or thereto, proves to have been incorrect or misleading in any respect; or

(m)    any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Guarantor hereunder (other than indefeasible payment and performance in full).

Section 4. Action with Respect to Guarantied Obligations. The Administrative Agent and the Guarantied Parties may, at any time and from time to time, without the consent of, or notice to, any Guarantor, and without discharging any Guarantor from its obligations hereunder, take any and all actions described in Section 3. of this Guaranty and may otherwise: (a) amend, modify, alter or supplement the terms of any of the Guarantied Obligations, including, but not limited to, extending or shortening the time of payment of any of the Guarantied Obligations or changing the interest rate that may accrue on any of the Guarantied Obligations; (b) amend, modify, alter or supplement the Credit Agreement or any other Loan Document; (c) sell, exchange, release or otherwise deal with all, or any part, of any collateral, if any, securing any of the Obligations; (d) release any other Loan Party or other Person liable in any manner for the payment or collection of the Guarantied Obligations; (e) exercise, or refrain from exercising, any rights against the Borrower, any other Guarantor or any other Person; and (f) apply any sum, by whomsoever paid or however realized, to the Guarantied Obligations in such order as the Administrative Agent and the Guarantied Parties shall elect.

Section 5. Representations and Warranties. Each Guarantor hereby makes to the Administrative Agent and the Guarantied Parties all of the representations and warranties made by the Borrower with respect to or in any way relating to such Guarantor in the Credit Agreement and the other Loan Documents, as if the same were set forth herein in full.

Section 6. Covenants. Each Guarantor will comply with all covenants which the Borrower is to cause such Guarantor to comply with under the terms of the Credit Agreement or any of the other Loan Documents.

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Section 7. Waiver. Each Guarantor, to the fullest extent permitted by Applicable Law, hereby waives notice of acceptance hereof or any presentment, demand, protest or notice of any kind, and any other act or thing, or omission or delay to do any other act or thing, which in any manner or to any extent might vary the risk of such Guarantor or which otherwise might operate to discharge such Guarantor from its obligations hereunder.

Section 8. Inability to Accelerate Loan. If the Administrative Agent and/or the Guarantied Parties are prevented under Applicable Law or otherwise from demanding or accelerating payment of any of the Guarantied Obligations by reason of any automatic stay or otherwise, the Administrative Agent and/or the Guarantied Parties shall be entitled to receive from each Guarantor, upon demand therefor, the sums which otherwise would have been due had such demand or acceleration occurred.

Section 9. Reinstatement of Guarantied Obligations. If claim is ever made on the Administrative Agent or any of the Guarantied Parties for repayment or recovery of any amount or amounts received in payment or on account of any of the Guarantied Obligations, and the Administrative Agent or such Guarantied Party repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body of competent jurisdiction, or (b) any settlement or compromise of any such claim effected by the Administrative Agent or such Guarantied Party with any such claimant (including the Borrower or a trustee in bankruptcy for the Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding on it, notwithstanding any revocation hereof or the cancellation of the Credit Agreement, any of the other Loan Documents, or any other instrument evidencing any liability of the Borrower, and such Guarantor shall be and remain liable to the Administrative Agent or such Guarantied Party for the amounts so repaid or recovered to the same extent as if such amount had never originally been paid to the Administrative Agent or such Guarantied Party.

Section 10. Subrogation. Upon the making by any Guarantor of any payment hereunder for the account of the Borrower, such Guarantor shall be subrogated to the rights of the payee against the Borrower; provided, however, that such Guarantor shall not enforce any right or receive any payment by way of subrogation or otherwise take any action in respect of any other claim or cause of action such Guarantor may have against the Borrower arising by reason of any payment or performance by such Guarantor pursuant to this Guaranty, unless and until all of the Guarantied Obligations have been indefeasibly paid and performed in full. If any amount shall be paid to such Guarantor on account of or in respect of such subrogation rights or other claims or causes of action, such Guarantor shall hold such amount in trust for the benefit of the Administrative Agent and the Guarantied Parties and shall forthwith pay such amount to the Administrative Agent to be credited and applied against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement or to be held by the Administrative Agent as collateral security for any Guarantied Obligations existing.

Section 11. Payments Free and Clear. All sums payable by each Guarantor hereunder, whether of principal, interest, Fees, expenses, premiums or otherwise, shall be paid in full, without set-off or counterclaim or any deduction or withholding whatsoever (including any Taxes), and if any Guarantor is required by Applicable Law or by a Governmental Authority to make any such deduction or withholding, such Guarantor shall pay to the Administrative Agent and the Guarantied Parties such additional amount as will result in the receipt by the Administrative Agent and the Guarantied Parties of the full amount payable hereunder had such deduction or withholding not occurred or been required.

Section 12. Set-off. In addition to any rights now or hereafter granted under any of the other Loan Documents or Applicable Law and not by way of limitation of any such rights, each Guarantor hereby authorizes the Administrative Agent, each Lender and any of their respective Affiliates, at any

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time while an Event of Default exists, without any prior notice to such Guarantor or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender or an Affiliate of a Lender subject to receipt of the prior written consent of the Administrative Agent exercised in its reasonable discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender, or any Affiliate of the Administrative Agent or such Lender, to or for the credit or the account of such Guarantor against and on account of any of the Guarantied Obligations, although such obligations shall be contingent or unmatured.

Section 13. Subordination. Each Guarantor hereby expressly covenants and agrees for the benefit of the Administrative Agent and the Guarantied Parties that all obligations and liabilities of the Borrower to such Guarantor of whatever description, including without limitation, all intercompany receivables of such Guarantor from the Borrower (collectively, the “Junior Claims”) shall be subordinate and junior in right of payment to all Guarantied Obligations. If an Event of Default shall exist, then no Guarantor shall accept any direct or indirect payment (in cash, property or securities, by setoff or otherwise) from the Borrower on account of or in any manner in respect of any Junior Claim until all of the Guarantied Obligations have been indefeasibly paid in full.

Section 14. Avoidance Provisions. It is the intent of each Guarantor, the Administrative Agent and the Guarantied Parties that in any Proceeding, such Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties) to be avoidable or unenforceable against such Guarantor in such Proceeding as a result of Applicable Law, including without limitation, (a) Section 548 of the Bankruptcy Code and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties) shall be determined in any such Proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of any Guarantor hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Guarantied Obligations for which such Guarantor shall be liable hereunder shall be reduced to that amount which, as of the time any of the Guarantied Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties), to be subject to avoidance under the Avoidance Provisions. This Section is intended solely to preserve the rights of the Administrative Agent and the Guarantied Parties hereunder to the maximum extent that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under this Section as against the Administrative Agent and the Guarantied Parties that would not otherwise be available to such Person under the Avoidance Provisions.

Section 15. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the financial condition of the Borrower and the other Guarantors, and of all other circumstances bearing upon the risk of nonpayment of any of the Guarantied Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that neither the Administrative Agent nor any of the Guarantied Parties shall have any duty whatsoever to advise any Guarantor of information regarding such circumstances or risks.

Section 16. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

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SECTION 17. WAIVER OF JURY TRIAL.

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

(b)    EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE ADMINISTRATIVE AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE ADMINISTRATIVE AGENT OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

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

Section 18. Loan Accounts. The Administrative Agent and each Lender may maintain books and accounts setting forth the amounts of principal, interest and other sums paid and payable with respect to the Guarantied Obligations, and in the case of any dispute relating to any of the outstanding amount, payment or receipt of any of the Guarantied Obligations or otherwise, the entries in such books and accounts shall be deemed conclusive evidence of the amounts and other matters set forth herein, absent manifest error. The failure of the Administrative Agent or any Lender to maintain such books and accounts shall not in any way relieve or discharge any Guarantor of any of its obligations hereunder.

Section 19. Waiver of Remedies. No delay or failure on the part of the Administrative Agent or any of the Guarantied Parties in the exercise of any right or remedy it may have against any Guarantor hereunder or otherwise shall operate as a waiver thereof, and no single or partial exercise by the Administrative Agent or any of the Guarantied Parties of any such right or remedy shall preclude any other or further exercise thereof or the exercise of any other such right or remedy.

Section 20. Termination. This Guaranty shall remain in full force and effect with respect to each Guarantor until the indefeasible payment in full of the Guarantied Obligations and any other Obligation, the termination or expiration of all of the Lenders’ and Administrative Agent’s obligations to make loans or other financial accommodations to the Borrower, and the termination or cancellation of the Credit Agreement in accordance with its terms.

Section 21. Successors and Assigns. Each reference herein to the Administrative Agent or the Guarantied Parties shall be deemed to include such Person’s respective successors and assigns (including, but not limited to, any holder of the Guarantied Obligations) in whose favor the provisions of this Guaranty also shall inure, and each reference herein to each Guarantor shall be deemed to include such Guarantor’s successors and assigns, upon whom this Guaranty also shall be binding. The Lenders may, in accordance with the applicable provisions of the Credit Agreement, assign, transfer or sell any Guarantied Obligation, or grant or sell participations in any Guarantied Obligations, to any Person without the consent of, or notice to, any Guarantor and without releasing, discharging or modifying any Guarantor’s obligations hereunder. Subject to Section 13.9. of the Credit Agreement, each Guarantor hereby consents to the delivery by the Administrative Agent or any Lender to any Assignee or Participant (or any prospective Assignee or Participant) of any financial or other information regarding the Borrower or any Guarantor. No Guarantor may assign or transfer its rights or obligations hereunder to any Person without the prior written consent of the Administrative Agent and all Guarantied Parties and any such assignment or other transfer to which the Administrative Agent and all of the Guarantied Parties have not so consented shall be null and void.

Section 22. JOINT AND SEVERAL OBLIGATIONS. THE OBLIGATIONS OF THE GUARANTORS HEREUNDER SHALL BE JOINT AND SEVERAL, AND ACCORDINGLY, EACH GUARANTOR CONFIRMS THAT IT IS LIABLE FOR THE FULL AMOUNT OF THE “GUARANTIED OBLIGATIONS” AND ALL OF THE OBLIGATIONS AND LIABILITIES OF EACH OF THE OTHER GUARANTORS HEREUNDER.

Section 23. Amendments. This Guaranty may not be amended except in a writing signed by the Requisite Lenders (or all of the Lenders if required under the terms of the Credit Agreement), the Administrative Agent and each Guarantor.

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Section 24. Payments. All payments to be made by any Guarantor pursuant to this Guaranty shall be made in Dollars, in immediately available funds to the Administrative Agent at the Principal Office, not later than 2:00 p.m. on the date of demand therefor.

Section 25. Notices. All notices, requests and other communications hereunder shall be in writing (including facsimile transmission or similar writing) and shall be given (a) to each Guarantor at its address set forth below its signature hereto, (b) to the Administrative Agent or any Lender at its respective address for notices provided for in the Credit Agreement, or (c) as to each such party at such other address as such party shall designate in a written notice to the other parties. Each such notice, request or other communication shall be effective (i) if mailed, when received; (ii) if telecopied, when transmitted; or (iii) if hand delivered, when delivered; provided, however, that any notice of a change of address for notices shall not be effective until received.

Section 26. Severability. In case any provision of this Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 27. Headings. Section headings used in this Guaranty are for convenience only and shall not affect the construction of this Guaranty.

Section 28. Limitation of Liability. Neither the Administrative Agent nor any of the Guarantied Parties, nor any Affiliate, officer, director, employee, attorney, or agent of the Administrative Agent or any of the Guarantied Parties, shall have any liability with respect to, and each Guarantor hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by a Guarantor in connection with, arising out of, or in any way related to, this Guaranty or any of the other Loan Documents, or any of the transactions contemplated by this Guaranty, the Credit Agreement or any of the other Loan Documents. Each Guarantor hereby waives, releases, and agrees not to sue the Administrative Agent or any of the Guarantied Parties or any of the Administrative Agent’s or of any Guarantied Parties’, officers, directors, employees, attorneys, or agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Guaranty, the Credit Agreement or any of the other Loan Documents, or any of the transactions contemplated by Credit Agreement or financed thereby.

Section 29. Electronic Delivery of Certain Information. Each Guarantor acknowledges and agrees that information regarding the Guarantor may be delivered electronically pursuant to Section 9.5. of the Credit Agreement.

Section 30. Right of Contribution. The Guarantors hereby agree as among themselves that, if any Guarantor shall make an Excess Payment, such Guarantor shall have a right of contribution from each other Guarantor in an amount equal to such other Guarantor’s Contribution Share of such Excess Payment. The payment obligations of any Guarantor under this Section shall be subordinate and subject in right of payment to the Obligations until such time as the Obligations have been indefeasibly paid and performed in full and the Term Loan Commitments and Revolving Commitments have expired or terminated, and none of the Guarantors shall exercise any right or remedy under this Section against any other Guarantor until such Obligations have been indefeasibly paid and performed in full and the Commitments have expired or terminated. Subject to Section 10 of this Guaranty, this Section shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Applicable Law against the Borrower in respect of any payment of Guarantied Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall cease to be a Guarantor in accordance with the applicable provisions of the Loan Documents.

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Section 31. Definitions. (a) For the purposes of this Guaranty:

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights.

“Contribution Share” means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment.

“Excess Payment” means the amount paid by any Guarantor in excess of its Ratable Share of any Guarantied Obligations.

“Proceeding” means any of the following: (i) a voluntary or involuntary case concerning any Guarantor shall be commenced under the Bankruptcy Code; (ii) a custodian (as defined in such Bankruptcy Code or any other applicable bankruptcy laws) is appointed for, or takes charge of, all or any substantial part of the property of any Guarantor; (iii) any other proceeding under any Applicable Law, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up or composition for adjustment of debts, whether now or hereafter in effect, is commenced relating to any Guarantor; (iv) any Guarantor is adjudicated insolvent or bankrupt; (v) any order of relief or other order approving any such case or proceeding is entered by a court of competent jurisdiction; (vi) any Guarantor makes a general assignment for the benefit of creditors; (vii) any Guarantor shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; (viii) any Guarantor shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (ix) any Guarantor shall by any act or failure to act indicate its consent to, approval of or acquiescence in any of the foregoing; or (x) any corporate action shall be taken by any Guarantor for the purpose of effecting any of the foregoing.

“Ratable Share” means, for any Guarantor in respect of any payment of Guarantied Obligations, the ratio (expressed as a percentage) as of the date of such payment of Guarantied Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties;

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provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Guarantied Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment.

(b)    Terms not otherwise defined herein are used herein with the respective meanings given them in the Credit Agreement.

[Signature on Next Page]

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IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guaranty as of the date and year first written above.

BROADSTONE NET LEASE, INC.
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Financial Officer
Address for Notices:
c/o Broadstone Net Lease, LLC
530 Clinton Square
Rochester, New York 14604
Attn: Chief Financial Officer
Telecopy Number: (585) 760-8378
Telephone Number: (585) 287-6500

[Signatures continued on next page]

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[Signature Page to Broadstone Guaranty-continued]

BROADSTONE 2020EX TEXAS, LLC, a New York limited liability company BROADSTONE AI MICHIGAN, LLC, a New York limited liability company BROADSTONE APLB BRUNSWICK, LLC, a New York limited liability company BROADSTONE APLB MINNESOTA, LLC, a New York limited liability company BROADSTONE APLB SARASOTA, LLC, a New York limited liability company BROADSTONE APLB VIRGINIA, LLC, a New York limited liability company BROADSTONE ASDCW TEXAS, LLC, a New York limited liability company BROADSTONE BFW MINNESOTA, LLC, a New York limited liability company BROADSTONE BK EMPORIA, LLC, a New York limited liability company BROADSTONE BK VIRGINIA, LLC, a New York limited liability company BROADSTONE BNR ARIZONA, LLC, a New York limited liability company BROADSTONE CABLE, LLC, a New York limited liability company
By: Broadstone Net Lease, LLC, a New York limited liability company, its sole member
By: Broadstone Net Lease, Inc. a Maryland corporation, its managing member
	By:	/s/ Christopher J. Czarnecki
		Name:	Christopher J. Czarnecki
		Title:	President and Chief Financial Officer
Address for Notices:
c/o Broadstone Net Lease, LLC 530 Clinton Square
Rochester, New York 14604
Attn: Chief Financial Officer
Telecopy Number: (585) 760-8378 Telephone Number: (585) 287-6500

[Signatures Continued on Next Page]

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[Signature Page to Broadstone Guaranty-continued]

BROADSTONE CFW TEXAS, LLC, a New York limited liability company BROADSTONE EA OHIO, LLC, a New York limited liability company BROADSTONE E0 BIRMINGHAM I, LLC, a New York limited liability company BROADSTONE EO BIRMINGHAM H, LLC, a New York limited liability company BROADSTONE EWD ILLINOIS, LLC, a New York limited liability company BROADSTONE FDT WISCONSIN, LLC, a New York limited liability company BROADSTONE FILTER, LLC, a New York limited liability company BROADSTONE FMFP TEXAS B2, LLC, a New York limited liability company BROADSTONE FMFP TEXAS B3, LLC, a New York limited liability company BROADSTONE GCSC FLORIDA, LLC, a New York limited liability company
By: Broadstone Net Lease, LLC, a New York limited liability company, its sole member
By: Broadstone Net Lease, Inc. a Maryland corporation, its managing member
	By:	/s/ Christopher J. Czarnecki
		Name:	Christopher J. Czarnecki
		Title:	President and Chief Financial Officer
c/o Broadstone Net Lease, LLC 530 Clinton Square
Rochester, New York 14604 Attn: Chief Financial Officer Telecopy Number: (585) 760-8378 Telephone Number: (585) 287-6500

[Signatures Continued on Next Page]

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[Signature Page to Broadstone Guaranty-continued]

BROADSTONE JLC MISSOURI, LLC, a New York limited liability company BROADSTONE KNG OKLAHOMA, LLC, a New York limited liability company BROADSTONE LGC NORTHEAST, LLC, a New York limited liability company BROADSTONE MCW WISCONSIN, LLC, a New York limited liability company BROADSTONE MD OKLAHOMA, LLC, a New York limited liability company BROADSTONE MED FLORIDA, LLC, a New York limited liability company BROADSTONE NDC FAYETTEVILLE, LLC, a New York limited liability company BROADSTONE NI NORTH CAROLINA, LLC, a New York limited liability company BROADSTONE PCSC TEXAS, LLC, a New York limited liability company BROADSTONE PY CINCINNATI, LLC, a New York limited liability company BROADSTONE RM MISSOURI, LLC, a New York limited liability company
By: Broadstone Net Lease, LLC, a New York limited liability company, its sole member
By: Broadstone Net Lease, Inc. a Maryland corporation, its managing member
	By:	/s/ Christopher J. Czarnecki
		Name:	Christopher J. Czarnecki
		Title:	President and Chief Financial Officer
c/o Broadstone Net Lease, LLC 530 Clinton Square
Rochester, New York 14604
Attn: Chief Financial Officer
Telecopy Number: (585) 760-8378 Telephone Number: (585) 287-6500

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[Signature Page to Broadstone Guaranty-continued]

BROADSTONE ROLLER, LLC, a New York limited liability company BROADSTONE SOE RALEIGH, LLC, a New York limited liability company BROADSTONE SNC OK TX, LLC, a New York limited liability company BROADSTONE TA TENNESSEE, LLC, a New York limited liability company BROADSTONE TB JACKSONVILLE, LLC, a New York limited liability company BROADSTONE TB SOUTHEAST, LLC, a New York limited liability company BROADSTONE TB TN, LLC, a Delaware limited liability company BROADSTONE TR FLORIDA, LLC, a New York limited liability company BROADSTONE IELC TEXAS, LLC, a New York limited liability company BROADSTONE TSGA KENTUCKY, LLC, a New York limited liability company BROADSTONE WI ALABAMA, LLC, a New York limited liability company BROADSTONE WI APPALACHIA, LLC, a New York limited liability company
By: Broadstone Net Lease, LLC, a New York limited liability company, its sole member
By: Broadstone Net Lease, Inc. a Maryland corporation, its managing member
	By:	/s/ Christopher J. Czarnecki
		Name:	Christopher J. Czarnecki
		Title:	President and Chief Financial Officer
c/o Broadstone Net Lease, LLC 530 Clinton Square
Rochester, New York 14604
Attn: Chief Financial Officer
Telecopy Number: (585) 760-8378 Telephone Number: (585) 287-6500

[Signatures Continued on Next Page]

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[Signature Page to Broadstone Guaranty-continued]

BROADSTONE WI EAST, LLC, a New York limited liability company GRC LI TX, LLC, a Delaware limited liability company TB TAMPA REAL ESTATE, LLC, a New York limited liability company BROADSTONE SC ILLINOIS, LLC, a New York limited liability company BROADSTONE SNI EAST, LLC, a New York limited liability company BROADSTONE RA CALIFORNIA, LLC, a New York limited liability company BROADSTONE PC MICHIGAN, LLC, a New York limited liability company BROADSTONE DHCP VA AL, LLC, a New York limited liability company BROADSTONE GC KENTUCKY, LLC, a New York limited liability company BROADSTONE WI GREAT PLAINS, LLC, a New York limited liability company BROADSTONE SNI GREENWICH, LLC, a New York limited liability company BROADSTONE BW TEXAS, LLC, a New York limited liability company
By: Broadstone Net Lease, LLC, a New York limited liability company, its sole member
By: Broadstone Net Lease, Inc. a Maryland corporation, its managing member
	By:	/s/ Christopher J. Czarnecki
		Name:	Christopher J. Czarnecki
		Title:	President and Chief Financial Officer
c/o Broadstone Net Lease, LLC 530 Clinton Square
Rochester, New York 14604
Attn: Chief Financial Officer
Telecopy Number: (585) 760-8378 Telephone Number: (585) 287-6500

[Signatures Continued on Next Page]

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[Signature Page to Broadstone Guaranty-continued]

BROADSTONE SF MINNESOTA, LLC, a New York limited liability company BROADSTONE BEC TEXAS, LLC, a New York limited liability company BROADSTONE OP OHIO, LLC, a New York limited liability company BROADSTONE IS HOUSTON, LLC, a New York limited liability company BROADSTONE SPS UTAH, LLC, a New York limited liability company BROADSTONE NSC TEXAS, LLC, a New York limited liability company BROADSTONE FILC MIDWEST, LLC, a New York limited liability company BROADSTONE PP ARKANSAS, LLC, a New York limited liability company BROADSTONE BT SOUTH, LLC, a New York limited liability company BROADSTONE MHH MICHIGAN, LLC, a New York limited liability company
By: Broadstone Net Lease, LLC, a New York limited liability company, its sole member
By: Broadstone Net Lease, Inc. a Maryland corporation, its managing member
	By:	/s/ Christopher J. Czarnecki
		Name:	Christopher J. Czarnecki
		Title:	President and Chief Financial Officer
c/o Broadstone Net Lease, LLC 530 Clinton Square
Rochester, New York 14604 Attn: Chief Financial Officer Telecopy Number: (585) 760-8378 Telephone Number: (585) 287-6500

[Signatures Continued on Next Page]

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[Signature Page to Broadstone Guaranty-continued]

BROADSTONE PEARL, LLC, a New York limited liability company BROADSTONE APLB SC, LLC, a New York limited liability company BROADSTONE APLB UTAH, LLC, a New York limited liability company BROADSTONE BFC MARYLAND, LLC, a New York limited liability company BROADSTONE AC WISCONSIN, LLC, a New York limited liability company BROADSTONE STI MINNESOTA, LLC, a New York limited liability company BROADSTONE APM FLORIDA, LLC, a New York limited liability company BROADSTONE MFEC FLORIDA, LLC, a New York limited liability company
By: Broadstone Net Lease, LLC, a New York limited liability company, its sole member
By: Broadstone Net Lease, Inc. a Maryland corporation, its managing member
	By:	/s/ Christopher J. Czarnecki
		Name:	Christopher J. Czarnecki
		Title:	President and Chief Financial Officer
c/o Broadstone Net Lease, LLC 530 Clinton Square
Rochester, New York 14604 Attn: Chief Financial Officer Telecopy Number: (585) 760-8378 Telephone Number: (585) 287-6500

[Signatures Continued on Next Page]

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[Signature Page to Broadstone Guaranty-continued]

BROADSTONE TB NORTHWEST, LLC, a New York limited liability company NWR REALTY LLC, a Washington limited liability company BROADSTONE CI WEST, LLC, a New York limited liability company BROADSTONE CC PORTFOLIO, LLC, a New York limited liability company BROADSTONE LC FLORIDA, LLC, a New York limited liability company BROADSTONE BEF PORTFOLIO, LLC, a New York limited liability company BROADSTONE BW ARKANSAS, LLC, a New York limited liability company BROADSTONE BW WINGS SOUTH, LLC, a New York limited liability company BROADSTONE FHS TEXAS, LLC, a New York limited liability company BROADSTONE JFR PORTFOLIO, LLC, a New York limited liability company BROADSTONE KINSTON, LLC, a New York limited liability company
By: Broadstone Net Lease, LLC, a New York limited liability company, its sole member
By: Broadstone Net Lease, Inc. a Maryland corporation, its managing member
	By:	/s/ Christopher J. Czarnecki
		Name:	Christopher J. Czarnecki
		Title:	President and Chief Financial Officer
c/o Broadstone Net Lease, LLC 530 Clinton Square
Rochester, New York 14604
Attn: Chief Financial Officer
Telecopy Number: (585) 760-8378 Telephone Number: (585) 287-6500

ANNEX I

FORM OF ACCESSION AGREEMENT

THIS ACCESSION AGREEMENT dated as of             , 20    , executed and delivered by                     , a                      (the “New Guarantor”), in favor of SUNTRUST BANK, in its capacity as Administrative Agent (together with its successors and assigns, the “Administrative Agent”) for the Lenders under that certain Term Loan Agreement dated as of November 6, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Broadstone Net Lease, LLC, a New York limited liability company (the “Borrower”), Broadstone Net Lease, Inc., a Maryland corporation, the financial institutions party thereto and their assignees under Section 13.6. thereof (the “Lenders”), and the Administrative Agent, for its benefit and the benefit of the Lenders (the Administrative Agent and the Lenders, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

WHEREAS, pursuant to the Credit Agreement, the Administrative Agent and the Lenders have agreed to make available to the Borrower certain financial accommodations on the terms and conditions set forth in the Credit Agreement;

WHEREAS, the Borrower, the New Guarantor, and the existing Guarantors, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Administrative Agent and the Lenders through their collective efforts;

WHEREAS, the New Guarantor acknowledges that it will receive direct and indirect benefits from the Administrative Agent and the Lenders making such financial accommodations available to the Borrower under the Credit Agreement and, accordingly, the New Guarantor is willing to guarantee the Borrower’s obligations to the Administrative Agent and the Lenders on the terms and conditions contained herein; and

WHEREAS, the New Guarantor’s execution and delivery of this Agreement is a condition to the Administrative Agent and the Lenders continuing to make such financial accommodations to the Borrower.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the New Guarantor, the New Guarantor agrees as follows:

Section 1. Accession to Guaranty. The New Guarantor hereby agrees that it is a “Guarantor” under that certain Guaranty dated as of November 6, 2015 (as amended, supplemented, restated or otherwise modified from time to time, the “Guaranty”), made by each Subsidiary of the Borrower a party thereto in favor of the Administrative Agent and the Guarantied Parties and assumes all obligations of a “Guarantor” thereunder and agrees to be bound thereby, all as if the New Guarantor had been an original signatory to the Guaranty. Without limiting the generality of the foregoing, the New Guarantor hereby:

(a)    irrevocably and unconditionally guarantees the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all Guarantied Obligations (as defined in the Guaranty);

ANNEX I-1

(b)    makes to the Administrative Agent and the Guarantied Parties as of the date hereof each of the representations and warranties contained in Section 5 of the Guaranty and agrees to be bound by each of the covenants contained in Section 6 of the Guaranty; and

(c)    consents and agrees to each provision set forth in the Guaranty.

SECTION 2. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 3. Definitions. Capitalized terms used herein and not otherwise defined herein shall have their respective defined meanings given them in the Credit Agreement.

[Signatures on Next Page]

ANNEX I-2

IN WITNESS WHEREOF, the New Guarantor has caused this Accession Agreement to be duly executed and delivered under seal by its duly authorized officers as of the date first written above.

[NEW GUARANTOR]
By:
	Name:
	Title:
Address for Notices:
c/o
Attn:
Telecopy Number:
Telephone Number:

Accepted:
SUNTRUST BANK, as Administrative Agent
By:
	Name:
	Title:

ANNEX I-3

EX-10.23

EXHIBIT 10.23

EXECUTION VERSION

BROADSTONE NET LEASE, LLC

BROADSTONE NET LEASE, INC.

$150,000,000

4.84% Guaranteed Senior Notes due April 18, 2027

NOTE AND GUARANTY AGREEMENT

Dated as of March 16, 2017

TABLE OF CONTENTS

Section		Page
SECTION 1.	AUTHORIZATION OF NOTES		1
SECTION 2.	SALE AND PURCHASE OF NOTES; GUARANTIES		1
Section 2.1.	Sale and Purchase of Notes		1
Section 2.2.	Guaranties		1
SECTION 3.	EXECUTION; CLOSING		2
SECTION 4.	CONDITIONS TO CLOSING		2
Section 4.1.	Representations and Warranties		2
Section 4.2.	Performance; No Default		2
Section 4.3.	Compliance Certificates		3
Section 4.4.	Opinions of Counsel		3
Section 4.5.	Purchase Permitted By Applicable Law, Etc		3
Section 4.6.	Sale of Other Notes		4
Section 4.7.	Payment of Special Counsel Fees		4
Section 4.8.	Private Placement Number		4
Section 4.9.	Changes in Corporate Structure; Change in Control		4
Section 4.10.	Funding Instructions		4
Section 4.11.	Subsidiary Guaranty Agreement		4
Section 4.12.	Material Credit Facilities		4
Section 4.13.	Rating of the Notes		4
Section 4.14.	Proceedings and Documents		4
SECTION 5.	REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES		5
Section 5.1.	Organization; Power and Authority		5
Section 5.2.	Authorization, Etc		5
Section 5.3.	Disclosure		6
Section 5.4.	Organization and Ownership of Shares of Subsidiaries; Affiliates		7
Section 5.5.	Financial Statements; Material Liabilities		7
Section 5.6.	Compliance with Laws, Other Instruments, Etc		8
Section 5.7.	Governmental Authorizations, Etc		8
Section 5.8.	Litigation; Observance of Agreements, Statutes and Orders		8
Section 5.9.	Taxes; REIT Status		9
Section 5.10.	Title to Property; Leases		9
Section 5.11.	Licenses, Permits, Etc		9
Section 5.12.	Compliance with Employee Benefit Plans		10
Section 5.13.	Private Offering by the Issuer		11
Section 5.14.	Use of Proceeds; Margin Regulations		11
Section 5.15.	Existing Indebtedness; Future Liens		11
Section 5.16.	Foreign Assets Control Regulations, Etc		12
Section 5.17.	Status under Certain Statutes		13

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Section 5.18.	Environmental Matters	13
Section 5.19.	Notes Rank Pari Passu	13
Section 5.20.	Solvency	14
Section 5.21.	Unencumbered Properties	14
SECTION 6.	REPRESENTATIONS OF THE PURCHASERS	14
Section 6.1.	Purchase for Investment	14
Section 6.2.	Accredited Investor	14
Section 6.3.	Source of Funds	14
SECTION 7.	INFORMATION AS TO CONSTITUENT COMPANIES	16
Section 7.1.	Financial and Business Information	16
Section 7.2.	Officer’s Certificate	19
Section 7.3.	Visitation	20
Section 7.4.	Electronic Delivery	21
Section 7.5.	Limitation on Disclosure Obligation	21
SECTION 8.	PAYMENT AND PREPAYMENT OF THE NOTES	22
Section 8.1.	Maturity	22
Section 8.2.	Optional Prepayments with Make-Whole Amount	22
Section 8.3.	Allocation of Partial Prepayments and Purchases	23
Section 8.4.	Maturity; Surrender, Etc	23
Section 8.5.	Purchase of Notes	23
Section 8.6.	Make-Whole Amount	24
Section 8.7.	Offer to Prepay Notes in the Event of a Change in Control	25
Section 8.8.	Payments Due on Non-Business Days	27
SECTION 9.	AFFIRMATIVE COVENANTS	28
Section 9.1.	Compliance with Laws	28
Section 9.2.	Insurance	28
Section 9.3.	Maintenance of Properties	28
Section 9.4.	Payment of Taxes and Claims	28
Section 9.5.	Corporate Existence, Etc	29
Section 9.6.	Books and Records	29
Section 9.7.	REIT Status	29
Section 9.8.	Subsidiary Guarantors	29
Section 9.9.	Most Favored Lender Provision	31
SECTION 10.	NEGATIVE COVENANTS	32
Section 10.1.	Transactions with Affiliates	32
Section 10.2.	Merger, Consolidation, Sales of Assets and Other Arrangements	32
Section 10.3.	Line of Business	33
Section 10.4.	Economic Sanctions, Etc	33
Section 10.5.	Negative Pledge	33
Section 10.6.	Restrictions on Intercompany Transfers	33
Section 10.7.	Parent Guarantor Ownership and Management of the Issuer	34
Section 10.8.	Financial Covenants	34

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SECTION 11.	EVENTS OF DEFAULT	36
SECTION 12.	REMEDIES ON DEFAULT, ETC	39
Section 12.1.	Acceleration	39
Section 12.2.	Other Remedies	40
Section 12.3.	Rescission	40
Section 12.4.	No Waivers or Election of Remedies, Expenses, Etc	40
SECTION 13.	GUARANTEE	40
Section 13.1.	The Guarantee	40
Section 13.2.	Waiver of Defenses	41
Section 13.3.	Guaranty of Payment	42
Section 13.4.	Guaranty Unconditional	42
Section 13.5.	Reinstatement	42
Section 13.6.	Payment on Demand	42
Section 13.7.	Stay of Acceleration	43
Section 13.8.	No Subrogation	43
Section 13.9.	Marshalling	43
Section 13.10.	Transfer of Notes	43
Section 13.11.	Consideration	43
SECTION 14.	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	43
Section 14.1.	Registration of Notes	43
Section 14.2.	Transfer and Exchange of Notes	44
Section 14.3.	Replacement of Notes	44
SECTION 15.	PAYMENTS ON NOTES	45
Section 15.1.	Place of Payment	45
Section 15.2.	Payment by Wire Transfer	45
Section 15.3.	FATCA Information	45
SECTION 16.	EXPENSES, ETC	46
Section 16.1.	Transaction Expenses	46
Section 16.2.	Certain Taxes	46
Section 16.3.	Survival	47
SECTION 17.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT	47
SECTION 18.	AMENDMENT AND WAIVER	47
Section 18.1.	Requirements	47
Section 18.2.	Solicitation of Holders of Notes	47
Section 18.3.	Binding Effect, Etc	48
Section 18.4.	Notes Held by the Constituent Companies, Etc	48
SECTION 19.	NOTICES	49
SECTION 20.	REPRODUCTION OF DOCUMENTS	49

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SECTION 21.	CONFIDENTIAL INFORMATION	50
SECTION 22.	SUBSTITUTION OF PURCHASER	51
SECTION 23.	MISCELLANEOUS	51
Section 23.1.	Successors and Assigns	51
Section 23.2.	Accounting Terms	51
Section 23.3.	Severability	52
Section 23.4.	Construction, Etc	52
Section 23.5.	Counterparts	53
Section 23.6.	Governing Law	53
Section 23.7.	Jurisdiction and Process; Waiver of Jury Trial	53

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SCHEDULE A	—	Defined Terms
SCHEDULE 1	—	Form of 4.84% Guaranteed Senior Note due April 18, 2027
SCHEDULE 4.4(a)	—	Form of Opinion of Special Counsel for the Constituent Companies and the Subsidiary Guarantors
SCHEDULE 4.4(b)	—	Form of Opinion of Special Counsel for the Purchasers
SCHEDULE 5.3	—	Disclosure Materials
SCHEDULE 5.4	—	Subsidiaries and Affiliates of the Parent Guarantor and Ownership of Subsidiary Stock; Directors and Senior Officers
SCHEDULE 5.5	—	Financial Statements
SCHEDULE 5.10	—	Real Estate Assets
SCHEDULE 5.15	—	Existing Indebtedness of the Parent Guarantor and its Subsidiaries
PURCHASER SCHEDULE	—	Information Relating to Purchasers
EXHIBIT SGA	—	Form of Subsidiary Guaranty Agreement

BROADSTONE NET LEASE, LLC

BROADSTONE NET LEASE, INC.

800 Clinton Square

Rochester, New York 14604

4.84% Guaranteed Senior Notes due April 18, 2027

Dated as of March 16, 2017

TO EACH OF THE PURCHASERS LISTED IN

      THE PURCHASER SCHEDULE HERETO:

Ladies and Gentlemen:

BROADSTONE NET LEASE, LLC, a New York limited liability company (the “Issuer”), and BROADSTONE NET LEASE, INC., a Maryland corporation (the “Parent Guarantor,” and together with the Issuer, the “Constituent Companies” and individually, a “Constituent Company”), jointly and severally, agree with each of the Purchasers as follows:

SECTION 1. AUTHORIZATION OF NOTES.

The Issuer will authorize the issue and sale of $150,000,000 aggregate principal of its 4.84% Guaranteed Senior Notes due April 18, 2027 (the “Notes”). The Notes shall be substantially in the form set out in Schedule 1. Certain capitalized and other terms used in this Agreement are defined in Schedule A and, for purposes of this Agreement, the rules of construction set forth in Section 23.4 shall govern.

SECTION 2. SALE AND PURCHASE OF NOTES; GUARANTIES.

Section 2.1.    Sale and Purchase of Notes. Subject to the terms and conditions of this Agreement, the Issuer will issue and sell to each Purchaser and each Purchaser will purchase from the Issuer, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in the Purchaser Schedule at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

Section 2.2.    Guaranties. The obligations of the Issuer hereunder and under the Notes are unconditionally and irrevocably guaranteed (a) by the Parent Guarantor pursuant to the Parent Guaranty and (b) by each Subsidiary Guarantor pursuant to that certain Subsidiary Guaranty Agreement to be dated as of the date of the Closing (the “Subsidiary Guaranty Agreement”) substantially in the form of Exhibit SGA.

SECTION 3. EXECUTION; CLOSING.

The execution and delivery of this Agreement shall occur on March 16, 2017 (the “Execution Date”). The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Schiff Hardin LLP, 666 Fifth Avenue, 17^th Floor, New York, New York 10103, at 11:00 a.m., New York, New York time, at a closing (the “Closing”) on April 18, 2017. At the Closing, the Issuer will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Issuer or its order of immediately available funds in the amount of the purchase price therefor by wire transfer to the account of the Issuer set forth in the funding instructions delivered by the Issuer pursuant to Section 4.10. If at the Closing the Issuer shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure by the Issuer to tender such Notes or any of the conditions specified in Section 4 not having been fulfilled to such Purchaser’s satisfaction.

SECTION 4. CONDITIONS TO CLOSING.

Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

Section 4.1.    Representations and Warranties.

(a)    Representations of each Constituent Company. The representations and warranties of each Constituent Company in this Agreement shall be correct when made and at the Closing.

(b)    Representations and Warranties of each Subsidiary Guarantor. The representations and warranties of each Subsidiary Guarantor in the Subsidiary Guaranty Agreement shall be correct when made and at the Closing.

Section 4.2.    Performance; No Default. Each Constituent Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither Constituent Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

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Section 4.3.    Compliance Certificates.

(a)    Officer’s Certificate of each Constituent Company. Each Constituent Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

(b)    Secretary’s Certificate of each Constituent Company. Each Constituent Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (1) the resolutions attached thereto and other corporate or limited liability company proceedings relating to the authorization, execution and delivery of the Notes (in the case of the Issuer) and this Agreement (in the case of each Constituent Company) and (2) such Constituent Company’s organizational documents as then in effect.

(c)    Officer’s Certificate of each Subsidiary Guarantor. Each Subsidiary Guarantor shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying as to such Subsidiary Guarantor that the conditions specified in Sections 4.1(b), 4.2 and 4.9 have been fulfilled.

(d)    Secretary’s Certificate of each Subsidiary Guarantor. Each Subsidiary Guarantor shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (1) the resolutions attached thereto and other corporate, limited liability company, partnership or trust proceedings relating to the authorization, execution and delivery of the Subsidiary Guaranty Agreement and (2) such Subsidiary Guarantor’s organizational documents as then in effect.

Section 4.4.    Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Alston & Bird LLP and Tones Vaisey, PLLC, each counsel for the Constituent Companies and the Subsidiary Guarantors, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Constituent Companies hereby instruct such counsel to deliver such opinions to the Purchasers), and (b) from Schiff Hardin LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Section 4.5.    Purchase Permitted By Applicable Law, Etc. On the date of the Closing, such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the Execution Date. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate from the Issuer certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

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Section 4.6.    Sale of Other Notes. Contemporaneously with the Closing, the Issuer shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in the Purchaser Schedule.

Section 4.7.    Payment of Special Counsel Fees. Without limiting Section 16.1, the Issuer shall have paid on or before the Execution Date and the date of the Closing the reasonable and documented fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4(b) to the extent reflected in a statement of such counsel rendered to the Issuer at least one Business Day prior to such date.

Section 4.8.    Private Placement Number. A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the Notes.

Section 4.9.    Changes in Corporate Structure; Change in Control. Neither Constituent Company nor any Subsidiary Guarantor shall have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5. Since January 24, 2017, no Change in Control or Control Event shall have occurred.

Section 4.10.    Funding Instructions. At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer of the Issuer on letterhead of the Issuer directing the manner of the payment of the purchase price for the Notes and setting forth (a) the name and address of the transferee bank, (b) such transferee bank’s ABA number and (c) the account name and number into which the purchase price for the Notes is to be deposited.

Section 4.11.    Subsidiary Guaranty Agreement. Such Purchaser shall have received a copy of the Subsidiary Guaranty Agreement which shall have been duly authorized, executed and delivered by each Person then required to be a Subsidiary Guarantor.

Section 4.12.    Material Credit Facilities. Such Purchaser shall have received a copy of each Material Credit Facility as in effect on the date of the Closing, which copy shall be certified as true, correct and complete and which certificate shall identify each Additional Covenant then in effect therein.

Section 4.13.    Rating of the Notes. Such Purchaser shall have received a copy of a letter from Moody’s Investors Service, Inc. evidencing that the Notes shall have been rated “Baa3” or higher by such rating agency.

Section 4.14.    Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

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SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES.

Each Constituent Company represents and warrants to each Purchaser on and as of the Execution Date and the date of the Closing that:

Section 5.1.    Organization; Power and Authority.

(a)    The Issuer is a limited liability company duly formed, validly existing and in good standing under the laws of its jurisdiction of formation, and is duly qualified as a foreign limited liability company and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Issuer has the limited liability company power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

(b)    The Parent Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent Guarantor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and to perform the provisions hereof.

(c)    Each Subsidiary Guarantor is a corporation or other legal entity duly organized or formed, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization or formation, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Subsidiary Guarantor has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact and to execute and deliver the Subsidiary Guaranty Agreement and to perform the provisions thereof.

Section 5.2.    Authorization, Etc.

(a)    This Agreement and the Notes have been duly authorized by all necessary limited liability company action on the part of the Issuer, and this Agreement constitutes,

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and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b)    This Agreement has been duly authorized by all necessary corporate action on the part of the Parent Guarantor, and this Agreement constitutes a legal, valid and binding obligation of the Parent Guarantor enforceable against the Parent Guarantor in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c)    The Subsidiary Guaranty Agreement has been duly authorized by all necessary corporate or other action on the part of each Subsidiary Guarantor, and the Subsidiary Guaranty Agreement constitutes a legal, valid and binding obligation of each Subsidiary Guarantor enforceable against each Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.3.    Disclosure. The Constituent Companies, through their agents, JPMorgan Securities, LLC, Wells Fargo Securities, LLC and SunTrust Robinson Humphrey, have delivered to each Purchaser a copy of a Private Placement Memorandum, dated January 2017 (the “Memorandum”), relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Parent Guarantor and its Subsidiaries. This Agreement, the Memorandum, the financial statements listed in Schedule 5.5 and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Constituent Companies prior to January 24, 2017 in connection with the transactions contemplated hereby and identified in Schedule 5.3 (this Agreement, the Memorandum and such documents, certificates or other writings and such financial statements delivered to each Purchaser being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided that, with respect to any financial projections or other forward looking statements, such financial projections and other forward looking statements were prepared in good faith based on assumptions that the Constituent Companies believed to be reasonable in light of the circumstances in which they were made (it being acknowledged that projections and forward-looking statements are not viewed as facts and the actual results may vary materially and adversely from projected results and that no assurance can be given that the projected results will be realized). Except as disclosed in the Disclosure Documents, since December 31, 2015, there has been no change in the financial condition, operations, business or properties of the Parent Guarantor or any

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Subsidiary except changes that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no fact existing as of the Execution Date or the date of the Closing known to either Constituent Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.

Section 5.4.    Organization and Ownership of Shares of Subsidiaries; Affiliates.

(a)    Schedule 5.4 contains (except as noted therein) complete and correct lists of (1) the Parent Guarantor’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its capital stock or similar Equity Interests outstanding owned by the Parent Guarantor and each other Subsidiary and whether such Subsidiary is a Subsidiary Guarantor or an Excluded Subsidiary, (2) the Parent Guarantor’s Affiliates, other than Subsidiaries and identifying each Unconsolidated Affiliate, and (3) each Constituent Company’s directors and senior officers.

(b)    All of the outstanding shares of capital stock or similar Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien that is prohibited by this Agreement and the Parent Guarantor or such Subsidiary has the unencumbered right to vote such shares of capital stock or similar Equity Interests.

(c)    Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

(d)    No Subsidiary (other than an Excluded Subsidiary) is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Subsidiaries that owns outstanding shares of capital stock or similar Equity Interests of such Subsidiary.

Section 5.5.    Financial Statements; Material Liabilities. The Constituent Companies have delivered to each Purchaser copies of the financial statements of the Parent Guarantor and its Subsidiaries listed on Schedule 5.5. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Parent Guarantor and its Subsidiaries as of the respective dates specified in such

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Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Parent Guarantor and its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents; it being acknowledged by each Purchaser that the Disclosure Documents may not contain a narrative description of each Material liability but that such Material liability shall have been otherwise accounted for, or appropriately reserved against, in the financial statements of the Parent Guarantor delivered to the Purchasers.

Section 5.6.    Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by (a) the Issuer of this Agreement and the Notes, (b) the Parent Guarantor of this Agreement and (c) each Subsidiary Guarantor of the Subsidiary Guaranty Agreement will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Parent Guarantor or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Parent Guarantor or any Subsidiary is bound or by which the Parent Guarantor or any Subsidiary or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Parent Guarantor or any Subsidiary or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Parent Guarantor or any Subsidiary.

Section 5.7.    Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by (a) the Issuer of this Agreement or the Notes, (b) the Parent Guarantor of this Agreement or (c) any Subsidiary Guarantor of the Subsidiary Guaranty Agreement.

Section 5.8.    Litigation; Observance of Agreements, Statutes and Orders.

(a)    There are no actions, suits, investigations or proceedings pending or, to the best knowledge of either Constituent Company, threatened against or affecting the Parent Guarantor or any Subsidiary or any property of the Parent Guarantor or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)    Neither the Parent Guarantor nor any Subsidiary is (1) in default under any agreement or instrument to which it is a party or by which it is bound, (2) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (3) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), in each case, which default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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Section 5.9.    Taxes; REIT Status.

(a)    The Parent Guarantor and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (1) the amount of which, individually or in the aggregate, is not Material or (2) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Parent Guarantor or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. Neither Constituent Company knows of any basis for any other tax or assessment that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Parent Guarantor and its Subsidiaries in respect of U.S. federal, state or other taxes for all fiscal periods are adequate. The U.S. federal income tax liabilities of the Parent Guarantor and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended December 31, 2012.

(b)    The Parent Guarantor has operated, and intends to continue to operate in a manner so as to permit it to qualify, as a REIT. The Parent Guarantor has elected treatment as a REIT. Each Subsidiary of the Parent Guarantor is either (1) a “qualified REIT subsidiary” within the meaning of Section 856(i) of the Code, (2) a REIT, (3) a Taxable REIT Subsidiary within the meaning of Section 856(l) of the Code, (4) a partnership under Treasury Regulation Section 301.7701-3 or (5) an entity disregarded as a separate entity from its owner under Treasury Regulation Section 301.7701-3.

Section 5.10.    Title to Property; Leases. Part I of Schedule 5.10 contains, as of the Execution Date, a complete and correct listing of all real estate assets of the Parent Guarantor and its Subsidiaries, setting forth, for each such Property, the current occupancy status of such Property and whether such Property is (a) a Development Property and, if such Property is a Development Property, the status of completion of such Property and (b) an Eligible Property. The Parent Guarantor and its Subsidiaries have good, marketable and legal title to, or a valid leasehold interest in, their respective assets. As of the Execution Date, there are no Liens against any assets of the Issuer or any Subsidiary other than Permitted Liens and Liens set forth on Part II of Schedule 5.10.

Section 5.11.    Licenses, Permits, Etc.

(a)    The Parent Guarantor and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto (collectively, “Intellectual Property”), that individually or in the aggregate are Material, without known material conflict with the rights of others.

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(b)    To the best knowledge of each Constituent Company, no product or service of the Parent Guarantor or any of its Subsidiaries infringes in any material respect any Intellectual Property or other right owned by any other Person.

(c)    To the best knowledge of each Constituent Company, there is no Material violation by any Person of any right of the Parent Guarantor or any of its Subsidiaries with respect to any Intellectual Property or other right owned or used by the Parent Guarantor or any of its Subsidiaries.

Section 5.12.    Compliance with Employee Benefit Plans.

(a)    The Parent Guarantor and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Parent Guarantor nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could, individually or in the aggregate, reasonably be expected to result in the incurrence of any such liability by the Parent Guarantor or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Parent Guarantor or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISA or by the granting of a security interest in connection with the amendment of a Plan, other than such liabilities or Liens as would not be individually or in the aggregate Material.

(b)    Neither the Parent Guarantor nor any ERISA Affiliate has at any time, during the current calendar year or any of the preceding six calendar years, established, maintained or contributed to any Plan subject to Title IV of ERISA or Sections 412 or 430 of the Code.

(c)    The Parent Guarantor and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans, which liabilities individually or in the aggregate are Material.

(d)    The expected postretirement benefit obligation (determined as of the last day of the Parent Guarantor’s most recently ended fiscal year in accordance with FASB ASC Topic 715-60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Parent Guarantor and its Subsidiaries is not Material.

(e)    The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by each Constituent Company

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to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by such Purchaser.

(f)    The Parent Guarantor and its Subsidiaries do not have any Non-U.S. Plans.

Section 5.13.    Private Offering by the Issuer. Neither Constituent Company or anyone acting on their behalf has offered the Notes, the Parent Guaranty, the Subsidiary Guaranty Agreement or any similar Securities for sale to, or solicited any offer to buy the Notes, the Subsidiary Guaranty Agreement, the Parent Guaranty or any similar Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than not more than 65 “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities Act) (including the Purchasers), each of which has been offered the Notes at a private sale for investment. Neither Constituent Company or anyone acting on their behalf has taken, or will take, any action that would subject the issuance or sale of the Notes, the execution and delivery by the Parent Guarantor of this Agreement for purposes of providing the Parent Guaranty or the execution and delivery of the Subsidiary Guaranty Agreement to the registration requirements of section 5 of the Securities Act or to the registration requirements of any Securities or blue sky laws of any applicable jurisdiction.

Section 5.14.    Use of Proceeds; Margin Regulations. The Issuer will apply the proceeds of the sale of the Notes hereunder as set forth in the Memorandum. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Issuer in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Issuer and its Subsidiaries and the Issuer does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Section 5.15.    Existing Indebtedness; Future Liens.

(a)    Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent Guarantor and its Subsidiaries as of March 15, 2017 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor or its Subsidiaries. Neither the Parent Guarantor nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Parent Guarantor or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Parent Guarantor or any Subsidiary that would permit (or that with

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notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b)    Except as disclosed in Schedule 5.15, neither the Parent Guarantor nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by this Agreement.

(c)    Neither the Parent Guarantor nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Parent Guarantor or such Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of either Constituent Company or any Subsidiary Guarantor, except as disclosed in Schedule 5.15.

Section 5.16.    Foreign Assets Control Regulations, Etc.

(a)    Neither the Parent Guarantor nor any Controlled Entity (1) is a Blocked Person, (2) has been notified that its name appears or may in the future appear on a State Sanctions List or (3) is a target of sanctions that have been imposed by the United Nations or the European Union.

(b)    Neither the Parent Guarantor nor any Controlled Entity (1) has violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (2) to either Constituent Company’s knowledge, is under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.

(c)    No part of the proceeds from the sale of the Notes hereunder:

(1)    constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Parent Guarantor or any Controlled Entity, directly or indirectly, (i) in connection with any investment in, or any transactions or dealings with, any Blocked Person, (ii) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws or (iii) otherwise in violation of any U.S. Economic Sanctions Laws;

(2)    will be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering Laws; or

(3)    will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.

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(d)    The Parent Guarantor has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Parent Guarantor and each Controlled Entity are and will continue to be in compliance, in all material respects, with all applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.

Section 5.17.    Status under Certain Statutes. Neither the Parent Guarantor nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, the Public Utility Holding Company Act of 2005, the ICC Termination Act of 1995, or the Federal Power Act.

Section 5.18.    Environmental Matters.

(a)    Neither the Parent Guarantor nor any Subsidiary has knowledge of any claim or has received any notice of any claim and no proceeding has been instituted asserting any claim against the Parent Guarantor or any of its Subsidiaries or any of their respective real properties or other assets now or formerly owned, leased or operated by any of them, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

(b)    Neither the Parent Guarantor nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(c)    Neither the Parent Guarantor nor any Subsidiary has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(d)    Neither the Parent Guarantor nor any Subsidiary has disposed of any Hazardous Materials in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(e)    All buildings on all real properties now owned, leased or operated by the Parent Guarantor or any Subsidiary are in compliance with applicable Environmental Laws, except where failure to comply could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 5.19.    Notes Rank Pari Passu.

(a)    The obligations of the Issuer under this Agreement and the Notes rank at least pari passu in right of payment with all other unsecured and unsubordinated senior Indebtedness (actual or contingent) of the Issuer, including all unsecured and unsubordinated senior Indebtedness of the Issuer described in Schedule 5.15.

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(b)    The obligations of the Parent Guarantor under this Agreement rank at least pari passu in right of payment with all other unsecured and unsubordinated senior Indebtedness (actual or contingent) of the Parent Guarantor, including all unsecured and unsubordinated senior Indebtedness of the Parent Guarantor described in Schedule 5.15.

(c)    The obligations of each Subsidiary Guarantor under the Subsidiary Guaranty Agreement rank at least pari passu in right of payment with all other unsecured and unsubordinated senior Indebtedness (actual or contingent) of such Subsidiary Guarantor, including all unsecured and unsubordinated senior Indebtedness of such Subsidiary Guarantor described on Schedule 5.15.

Section 5.20.    Solvency. The Parent Guarantor and its Subsidiaries, on a consolidated basis, are Solvent.

Section 5.21.    Unencumbered Properties. Each Property included in the calculation of Total Unencumbered Eligible Property Value satisfies all of the requirements contained in the definition of Eligible Property.

SECTION 6. REPRESENTATIONS OF THE PURCHASERS.

Section 6.1.    Purchase for Investment. Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Issuer is not required to register the Notes.

Section 6.2.    Accredited Investor. Each Purchaser severally represents that it is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others are also “accredited investors”). Each Purchaser further severally represents that such Purchaser has received the Disclosure Documents and has had the opportunity to ask questions of the Issuer and received answers concerning the terms and conditions of the sale of the Notes.

Section 6.3.    Source of Funds. Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

(a)    the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee

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benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

(b)    the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c)    the Source is either (1) an insurance company pooled separate account, within the meaning of PTE 90-1 or (2) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Issuer in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d)    the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM maintains an ownership interest in the Issuer that would cause the QPAM and the Issuer to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (1) the identity of such QPAM and (2) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Issuer in writing pursuant to this clause (d); or

(e)    the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Issuer and (1) the identity of such INHAM and (2) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Issuer in writing pursuant to this clause (e); or

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(f)    the Source is a governmental plan; or

(g)    the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Issuer in writing pursuant to this clause (g); or

(h)    the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

SECTION 7. INFORMATION AS TO CONSTITUENT COMPANIES.

Section 7.1.    Financial and Business Information. The Constituent Companies shall deliver to each Purchaser and each holder of a Note that is an Institutional Investor:

(a)    Quarterly Statements — within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Parent Guarantor’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

(1)    a consolidated balance sheet of the Parent Guarantor and its Subsidiaries as at the end of such quarter, and

(2)    consolidated statements of operations, changes in shareholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the Parent Guarantor as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments;

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(b)    Annual Statements — within 120 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Parent Guarantor’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal year of the Parent Guarantor, duplicate copies of,

(1)    a consolidated balance sheet of the Parent Guarantor and its Subsidiaries as at the end of such year, and

(2)    consolidated statements of operations, changes in shareholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances;

(c)    SEC and Other Reports — promptly upon their becoming available, one copy of (1) each financial statement, report, notice, proxy statement or similar document sent by the Parent Guarantor or any Subsidiary (i) to its creditors under any Material Credit Facility (excluding information sent to such creditors in the ordinary course of administration of a credit facility, such as information relating to pricing and borrowing availability) or (ii) to its public Securities holders generally, except, in the case of clauses (i) and (ii), to the extent such financial statement, report, notice or proxy statement has been otherwise delivered to each Purchaser and each holder of a Note pursuant to this Agreement, and (2) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Purchaser or holder), and each prospectus and all amendments thereto filed by the Parent Guarantor or any Subsidiary with the SEC and of all press releases and other statements made available generally by the Parent Guarantor or any Subsidiary to the public concerning developments that are Material;

(d)    Notice of Default or Event of Default — promptly, and in any event within five Business Days after a Responsible Officer of either Constituent Company becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the

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type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Constituent Companies are taking or propose to take with respect thereto;

(e)    Employee Benefits Matters — promptly, and in any event within five Business Days after a Responsible Officer of either Constituent Company becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Parent Guarantor or an ERISA Affiliate proposes to take with respect thereto:

(1)    with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the Execution Date;

(2)    the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Parent Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan;

(3)    any event, transaction or condition that could reasonably be expected to result in the incurrence of any liability by the Parent Guarantor or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Parent Guarantor or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect; or

(4)    receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans;

(f)    Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Parent Guarantor or any Subsidiary from any Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;

(g)    Resignation or Replacement of Independent Auditors — within 15 Business Days following the date on which the Parent Guarantor’s independent auditors resign or the Parent Guarantor elects to change independent auditors, as the case may be, notification thereof, together with such further information as the Required Holders may reasonably request;

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(h)    Operating Summaries for Unencumbered Properties — within 45 days after the end of each fiscal quarter of the Parent Guarantor, but only to the extent then required to be delivered pursuant to a Material Credit Facility, an operating summary with respect to each Eligible Property including a quarterly and year-to-date statement of Net Operating Income and a leasing/occupancy status report, together with a current rent roll for such Property (except if such Property is subject to a Triple Net Lease, in which case, the Issuer shall furnish to such Purchaser and holder of a Note a rent roll showing rent paid for the last fiscal quarter for such Eligible Property);

(i)    Change in Senior Financial Officer — prompt notice of any change in any Senior Financial Officer of the Parent Guarantor or the Issuer;

(j)    Calculation of Ownership Share — promptly upon the request of such Purchaser or holder, evidence of the Parent Guarantor’s calculation of the Ownership Share with respect to a Subsidiary or an Unconsolidated Affiliate, such evidence to be in form and detail reasonably satisfactory to such Purchaser or holder; and

(k)    Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Parent Guarantor or any of its Subsidiaries (including actual copies of the Parent Guarantor’s Form 10-Q and Form 10-K) or relating to the ability of either Constituent Company or any Subsidiary Guarantor to perform its obligations hereunder, under the Notes or under the Subsidiary Guaranty Agreement as from time to time may be reasonably requested by any such Purchaser or holder of a Note.

Section 7.2.    Officer’s Certificate. Each set of financial statements delivered to a Purchaser or a holder of a Note pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer of the Parent Guarantor:

(a)    Covenant Compliance — setting forth the information from such financial statements that is required in order to establish whether the Parent Guarantor was in compliance with the requirements of Section 10.8 and each Additional Covenant during the quarterly or annual period covered by the financial statements then being furnished (including with respect to each such provision that involves mathematical calculations, the information from such financial statements that is required to perform such calculations) and detailed calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section or Additional Covenant, and the calculation of the amount, ratio or percentage then in existence. In the event that the Parent Guarantor or any Subsidiary has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 23.2) as to the period covered by any such financial statement, such Senior Financial Officer’s certificate as to such period shall include a reconciliation from GAAP with respect to such election;

(b)    Event of Default — certifying that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Parent Guarantor and its

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Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including any such event or condition resulting from the failure of the Parent Guarantor or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Constituent Companies shall have taken or propose to take with respect thereto;

(c)    Subsidiary Guarantors – setting forth a list of all Subsidiaries that are Subsidiary Guarantors and certifying that each Subsidiary that is required to be a Subsidiary Guarantor pursuant to Section 9.8 is a Subsidiary Guarantor as of the date of such certificate of such Senior Financial Officer; and

(d)    Eligible Properties — setting forth a reasonably detailed list of all Eligible Properties which the Parent Guarantor has included in the calculation of Total Unencumbered Eligible Property Value for the fiscal period covered by such certificate of such Senior Financial Officer.

Section 7.3.    Visitation. Each Constituent Company shall permit the representatives of each Purchaser and each holder of a Note that is an Institutional Investor:

(a)    No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or holder and upon reasonable prior notice to such Constituent Company, to visit the principal executive office of such Constituent Company, to discuss the affairs, finances and accounts of such Constituent Company and its Subsidiaries with such Constituent Company’s officers, and (with the consent of such Constituent Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of such Constituent Company, which consent will not be unreasonably withheld) to visit the other offices and, subject to the rights of tenants under Tenant Leases (so long as such rights do not consist of restrictions on such Purchaser’s or holder’s right to visit a property imposed to avoid compliance with this Section), properties of such Constituent Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

(b)    Default — if a Default or Event of Default then exists, at the expense of the Constituent Companies to visit and inspect any of the offices or, subject to the rights of tenants under Tenant Leases (so long as such rights do not consist of restrictions on such Purchaser’s or holder’s right to visit a property imposed to avoid compliance with this Section), properties of such Constituent Company or any of its Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each Constituent Company authorizes said accountants to discuss the affairs, finances and accounts of such Constituent Company and its Subsidiaries), all at such times and as often as may be requested.

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Section 7.4.    Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officer’s Certificates that are required to be delivered by a Constituent Company pursuant to Sections 7.1(a), (b), (c), (e), (g), (h), (i) or (j) and Section 7.2 shall be deemed to have been delivered if such Constituent Company satisfies any of the following requirements with respect thereto:

(a)    such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each Purchaser and each holder of a Note by e-mail at the e-mail address set forth in such Purchaser’s or holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Constituent Companies;

(b)    the Parent Guarantor shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on EDGAR and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at www.broadstone.com as of the Execution Date;

(c)    such financial statements, opinions of independent certified public accountants, other information and Officer’s Certificates satisfying the requirements of the applicable Section are timely posted by or on behalf of such Constituent Company on IntraLinks or on any other similar website to which each Purchaser and each holder of Notes has free access; or

(d)    such Constituent Company shall have timely filed such financial statements, opinions of independent certified public accountants, other information and Officer’s Certificates satisfying the requirements of the applicable Section with the SEC on EDGAR and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each Purchaser and each holder of Notes has free access;

provided however, that in no case shall access to such financial statements, opinions of independent certified public accountants, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 21 of this Agreement); provided further, that in the case of any of clauses (b), (c) or (d), such Constituent Company shall have given each Purchaser and each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 19, of such posting or filing in connection with each delivery, provided further, that upon request of any Purchaser or any holder to receive paper copies of such forms, financial statements, other information and Officer’s Certificates or to receive them by e-mail, such Constituent Company will promptly e-mail them or deliver such paper copies, as the case may be, to such Purchaser or holder.

Section 7.5.    Limitation on Disclosure Obligation. The Constituent Companies shall not be required to disclose the following information pursuant to Section 7.1(c)(1)(i), 7.1(g)

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(other than notice of the resignation or change of the Parent Guarantor’s independent auditors), 7.1(k) or 7.3:

(a)    information that the Constituent Companies determine after consultation with counsel qualified to advise on such matters that, notwithstanding the confidentiality requirements of Section 21, they would be prohibited from disclosing by applicable law or regulations without making public disclosure thereof;

(b)    information, if the reason for such non-disclosure is solely to preserve an attorney-client privilege available to the Constituent Companies and the Constituent Companies have determined after consultation with independent counsel qualified to advise on such matters that such information would reasonably be expected, if disclosed, to no longer be entitled to the benefits of such attorney-client privilege notwithstanding the confidentiality requirements of Section 21, provided that (1) such information was not made subject to such attorney-client privilege in contemplation of this clause (b) and (2) such non-disclosure is necessary to preserve such attorney-client privilege; or

(c)    information that, notwithstanding the confidentiality requirements of Section 21, the Constituent Companies are prohibited from disclosing by the terms of an obligation of confidentiality contained in any agreement with any non-Affiliate binding upon a Constituent Company and not entered into in contemplation of this clause (c), provided that the Constituent Companies shall use commercially reasonable efforts to obtain consent from the party in whose favor the obligation of confidentiality was made to permit the disclosure of the relevant information and provided further that the Constituent Companies have received a written opinion of counsel confirming that disclosure of such information without consent from such other contractual party would reasonably be expected to constitute a breach of such agreement.

Promptly after determining that the Constituent Companies are not permitted to disclose any information as a result of the limitations described in this Section 7.5, the Constituent Companies will provide each of the Purchasers and holder of a Note with an Officer’s Certificate describing generally the requested information that the Constituent Companies are prohibited from disclosing pursuant to this Section 7.5 and the circumstances under which the Constituent Companies are not permitted to disclose such information. Promptly after a request therefor from any Purchaser or holder of a Note that is an Institutional Investor, the Constituent Companies will provide such Purchaser or holder with a written opinion of counsel (which may be addressed to the Constituent Companies) relied upon as to any requested information that the Constituent Companies have asserted that they are prohibited from disclosing to such Purchaser or holder under circumstances described in this Section 7.5.

SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES.

Section 8.1.    Maturity. As provided therein, the entire unpaid principal balance of each Note shall be due and payable on the Maturity Date thereof.

Section 8.2.    Optional Prepayments with Make-Whole Amount. The Issuer may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part

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of, the Notes, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Issuer will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepayment unless the Issuer and the Required Holders agree to another time period pursuant to Section 18. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer of the Issuer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Issuer shall deliver to each holder of Notes a certificate of a Senior Financial Officer of the Issuer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Section 8.3.    Allocation of Partial Prepayments and Purchases. In the case of each partial prepayment of the Notes pursuant to Section 8.2, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment. In the case of any purchase or prepayment of the Notes pursuant to Section 8.5 or Section 8.7, the principal amount of the Notes to be purchased or prepaid shall be allocated among all of the Notes that have accepted such offer of purchase or prepayment.

Section 8.4.    Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Issuer shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Issuer and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

Section 8.5.    Purchase of Notes. The Issuer will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to an offer to purchase made by the Issuer or an Affiliate pro rata to the holders of all Notes at the time outstanding upon the same terms and conditions and, for the avoidance of doubt, such offer may be at less than par and may or may not include the payment of the Make-Whole Amount. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 10 Business Days. If the holders of more than 50% of the principal amount of the Notes then outstanding accept such offer, the Issuer shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining

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holder at least 10 Business Days from its receipt of such notice to accept such offer. A failure by a holder of Notes to respond prior to the last day on which such holder may respond (including any extension of such period pursuant to the terms of the preceding sentence) to an offer to purchase made pursuant to this Section 8.5 shall be deemed to constitute a rejection of such offer by such holder. The Issuer will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Acceptances of offers to repurchase Notes pursuant to this Section 8.5 need not be a on a pro rata basis among the Notes.

Section 8.6.    Make-Whole Amount.

The term “Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

“Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (a) 0.50% plus (b) the yield to maturity implied by the “Ask Yield(s)” reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (1) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (2) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (i) closest to and greater than such Remaining Average Life and (ii) closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

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If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (x) 0.50% plus (y) the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (A) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (B) the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

“Remaining Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (a) such Called Principal into (b) the sum of the products obtained by multiplying (1) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (2) the number of years, computed on the basis of a 360-day year comprised of twelve 30-day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or Section 12.1.

“Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

Section 8.7.    Offer to Prepay Notes in the Event of a Change in Control.

(a)    Notice of Change in Control or Control Event. The Constituent Companies will, within 10 Business Days after any Responsible Officer of either thereof has knowledge of the occurrence of any Change in Control or any Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to Section 8.7(b). If a Change in

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Control has occurred, such notice shall contain and constitute an offer by the Issuer to prepay Notes as described in Section 8.7(c) and shall be accompanied by the certificate described in Section 8.7(g).

(b)    Condition to Company Action. The Parent Guarantor will not take any action that consummates or finalizes a Change in Control unless (1) at least 30 days prior to such action the Issuer shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in Section 8.7(c), accompanied by the certificate described in Section 8.7(g), and (2) contemporaneously with such action, the Issuer prepays all Notes required to be prepaid in accordance with this Section 8.7.

(c)    Offer to Prepay Notes. The offer to prepay Notes contemplated by Sections 8.7(a) and (b) shall be an offer to prepay, in accordance with and subject to this Section 8.7, all, but not less than all, Notes held by each holder on a date specified in such offer (the “Change in Control Proposed Prepayment Date”). If such Change in Control Proposed Prepayment Date is in connection with an offer contemplated by Section 8.7(a), such date shall be a Business Day not less than 30 days and not more than 60 days after the date of such offer (or if the Change in Control Proposed Prepayment Date shall not be specified in such offer, the Change in Control Proposed Prepayment Date shall be the Business Day nearest to the 30th day after the date of such offer).

(d)    Acceptance; Rejection. A holder of Notes may accept or reject the offer to prepay made pursuant to this Section 8.7 by causing a notice of such acceptance or rejection to be delivered to the Issuer at least five Business Days prior to the Change in Control Proposed Prepayment Date. A failure by a holder of Notes to so respond to an offer to prepay made pursuant to this Section 8.7 shall be deemed to constitute a rejection of such offer by such holder.

(e)    Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 8.7 shall be at 100% of the principal amount of such Notes, together with accrued and unpaid interest on such Notes accrued to the date of prepayment but without any Make-Whole Amount. The prepayment shall be made on the Change in Control Proposed Prepayment Date, except as provided by Section 8.7(f).

(f)    Deferral Pending Change in Control. The obligation of the Issuer to prepay Notes pursuant to the offers required by Section 8.7(c) and accepted in accordance with Section 8.7(d) is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Change in Control Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until, and shall be made on the date on which, such Change in Control occurs. The Constituent Companies shall keep each holder of Notes reasonably and timely informed of (1) any such deferral of the date of prepayment, (2) the date on which such Change in Control and the prepayment are expected to occur and (3) any determination by the Parent Guarantor that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control automatically shall be deemed rescinded without penalty or other liability).

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(g)    Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.7 shall be accompanied by a certificate, executed by a Senior Financial Officer of the Issuer and dated the date of such offer, specifying (1) the Change in Control Proposed Prepayment Date, (2) that such offer is made pursuant to this Section 8.7 and that failure by a holder to respond to such offer by the deadline established in Section 8.7(d) shall result in such offer to such holder being deemed rejected, (3) the principal amount of each Note offered to be prepaid, (4) the interest that would be due on each Note offered to be prepaid, accrued to the Change in Control Proposed Prepayment Date, (5) that the conditions of this Section 8.7 have been fulfilled and (6) in reasonable detail, the nature and date of the Change in Control.

(h)    Change in Control Defined. “Change in Control” means:

(1)    Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 30% of the total voting power of the then outstanding voting stock of the Parent Guarantor; or

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

(i)    Control Event Defined. “Control Event” means the execution of any definitive written agreement which, when fully performed by the parties thereto, would result in a Change in Control.

Section 8.8.    Payments Due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding, (a) except as set forth in clause (b), any payment of interest on any Note that is due on a date that is not a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; and (b) any payment of principal of or Make-Whole Amount on any Note (including principal due on the Maturity Date of such Note) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

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SECTION 9. AFFIRMATIVE COVENANTS.

From the Execution Date until the Closing and thereafter, so long as any of the Notes are outstanding, the Constituent Companies covenant that:

Section 9.1.    Compliance with Laws. Without limiting Section 10.4, each Constituent Company will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject (including ERISA, Environmental Laws, the USA PATRIOT Act and the other laws and regulations that are referred to in Section 5.16) and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.2.    Insurance. Each Constituent Company will, and will cause each of its Subsidiaries to, or will cause each tenant under a Tenant Lease to, maintain, with financially sound and reputable insurers, insurance (on a replacement cost basis) with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

Section 9.3.    Maintenance of Properties. Each Constituent Company will, and will cause each of its Subsidiaries to, or will cause each tenant under a Tenant Lease to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear or as the result of a casualty for which insurance is maintained pursuant to Section 9.2 or condemnation), so that the business carried on in connection therewith may be properly conducted at all times subject to the rights of tenants under Tenant Leases, provided that this Section 9.3 shall not prevent the Parent Guarantor or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Parent Guarantor has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.4.    Payment of Taxes and Claims. Each Constituent Company will, and will cause each of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Parent Guarantor or any Subsidiary,

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provided that neither the Parent Guarantor nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (a) the amount, applicability or validity thereof is contested by the Parent Guarantor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Parent Guarantor or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Parent Guarantor or such Subsidiary or (b) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.5.    Corporate Existence, Etc. Each Constituent Company will at all times preserve and keep its limited liability company or corporate existence in full force and effect. Subject to Section 10.2 each Constituent Company will at all times preserve and keep in full force and effect the corporate or other legal existence of each of its Subsidiaries and all rights and franchises of each Constituent Company and its Subsidiaries unless, in the good faith judgment of the Parent Guarantor, the termination of or failure to preserve and keep in full force and effect such corporate or other existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

Section 9.6.    Books and Records. Each Constituent Company will, and will cause each of its Subsidiaries to, maintain proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over such Constituent Company or such Subsidiary, as the case may be. Each Constituent Company will, and will cause each of its Subsidiaries to, keep books, records and accounts which, in reasonable detail, accurately reflect all transactions and dispositions of assets. Each Constituent Company and its Subsidiaries have devised a system of internal accounting controls sufficient to provide reasonable assurances that their respective books, records, and accounts accurately reflect all transactions and dispositions of assets and each Constituent Company will, and will cause each of its Subsidiaries to, continue to maintain such system.

Section 9.7.    REIT Status. The Parent Guarantor shall maintain its status as, and election to be treated as, a REIT under the Code.

Section 9.8.    Subsidiary Guarantors.

(a)    The Parent Guarantor will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to, concurrently therewith:

(1)    execute a supplement to the Subsidiary Guaranty Agreement in the form of Exhibit A thereto (a “Subsidiary Guaranty Supplement”); and

(2)    deliver the following to each holder of a Note:

(i)    an executed counterpart of such Subsidiary Guaranty Supplement;

(ii)    a certificate signed by an authorized Responsible Officer of such Subsidiary containing representations and warranties on behalf of

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such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1(c), 5.2(c), 5.6(c), 5.7(c) and 5.19(c) of this Agreement (but with respect to such Subsidiary, such Subsidiary Guaranty Supplement and the Subsidiary Guaranty Agreement, as the case may be);

(iii)    all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty Supplement and the performance by such Subsidiary of its obligations under the Subsidiary Guaranty Agreement; and

(iv)    an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary, such Subsidiary Guaranty Supplement and the Subsidiary Guaranty Agreement as the Required Holders may reasonably request.

(b)    At the request of the Parent Guarantor and by written notice to each holder of Notes, any Subsidiary Guarantor that is a party to the Subsidiary Guaranty Agreement (including any Subsidiary that becomes party thereto by virtue of a Subsidiary Guaranty Supplement) shall be discharged from all of its obligations and liabilities under the Subsidiary Guaranty Agreement and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (1) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guaranty Agreement) under such Material Credit Facility, (2) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall have occurred and be continuing, (3) no amount is then due and payable under the Subsidiary Guaranty Agreement, (4) if, in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fees or other remuneration (other than (i) commitment fees and similar fees given in consideration of a new extension of credit in connection with an extension or replacement of the applicable Material Credit Facility, (ii) amounts paid in satisfaction of principal or interest under such Material Credit Facility and (iii) structuring, arrangement or similar fees solely for the account of the agent under such Material Credit Facility in connection with such release of such Subsidiary Guarantor from such Material Credit Facility) were paid or agreed to be paid to or for the benefit of any agent or any lender, in such capacity, under such Material Credit Facility principally for the purpose of releasing such Subsidiary Guarantor from its guaranty obligations under such Material Credit Facility, then the Issuer shall pay or agree to pay to the holders of the Notes the same fees or other remuneration on a pro rata basis in proportion to the relative outstanding principal amounts of the Notes and the principal amount of the Indebtedness outstanding under such applicable Material Credit Facility (or applicable Material Credit Facilities) and (5) each holder shall have received a certificate of a Responsible Officer of the Parent Guarantor certifying as to the matters set forth in clauses (1) through (4).

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Section 9.9.    Most Favored Lender Provision. If at any time a Material Credit Facility or any Guaranty in respect thereof shall include any Financial Covenant and such provision is not contained in this Agreement (any such provision, together with any related definitions (including, any term defined therein with reference to the application of GAAP, as identified in such Material Credit Facility), an “Additional Covenant”), then the Constituent Companies shall promptly, and in any event within 15 Business Days thereof, provide a Most Favored Lender Notice with respect to each such Additional Covenant; provided that a Most Favored Lender Notice is not required to be given in the case of the Additional Covenants incorporated herein on the Execution Date. Thereupon, unless waived in writing by the Required Holders within 10 days of the Purchasers’ and holders’ receipt of such notice, such Additional Covenant shall be deemed incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, effective (a) in the case of any Additional Covenant effective on the Execution Date, as of the Execution Date, and (b) in the case of any Additional Covenant effective after the Execution Date, as of the date when such Additional Covenant became effective under such Material Credit Facility. Any Additional Covenant incorporated into this Agreement pursuant to this provision (1) shall remain unchanged herein notwithstanding any temporary waiver of such Additional Covenant under the relevant Material Credit Facility, (2) shall be deemed automatically amended herein to reflect any subsequent amendments agreed and implemented in relation to such Additional Covenant under the relevant Material Credit Facility and (3) shall be deemed deleted from this Agreement at such time as such Additional Covenant is deleted or otherwise removed from or is no longer in effect under or pursuant to the relevant Material Credit Facility or if the relevant Material Credit Facility has been terminated; provided that (i) if any fees or other remuneration (other than (A) commitment fees and similar fees given in consideration of a new extension of credit in connection with an extension or replacement of the applicable Material Credit Facility, (B) amounts paid in satisfaction of principal or interest under such Material Credit Facility and (C) structuring, arrangement or similar fees solely for the account of the agent under such Material Credit Facility in connection with such deletion, amendment or modification) were paid or agreed to be paid to or for the benefit of any agent or any lender, in such capacity, under such Material Credit Facility principally to cause such Additional Covenant to cease to be in effect or be deleted or to be so amended or modified in such Material Credit Facility, then the Issuer shall pay or agree to pay to the holders of the Notes the same fees or other remuneration on a pro rata basis in proportion to the relative outstanding principal amounts of the Notes and the principal amount of the Indebtedness outstanding under such applicable Material Credit Facility (or applicable Material Credit Facilities); and (ii) no Additional Covenant shall be so deemed automatically amended or deleted during any time that a Default or Event of Default has occurred and is continuing. In determining whether a breach of any Financial Covenant incorporated by reference into this Agreement pursuant to this Section 9.9 shall constitute an Event of Default, the period of grace, if any, applicable to such Additional Covenant in the relevant Material Credit Facility shall apply.

Although it will not be a Default or an Event of Default if the Constituent Companies fail to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

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SECTION 10. NEGATIVE COVENANTS.

From the Execution Date until the Closing and thereafter, so long as any of the Notes are outstanding, the Constituent Companies covenant that:

Section 10.1.    Transactions with Affiliates. The Constituent Companies will not, and will not permit any Subsidiary to, enter into directly or indirectly any transaction or group of related transactions (including the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate, except (a) in the ordinary course and pursuant to the reasonable requirements of such Constituent Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to such Constituent Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate and (b) transactions between or among the Parent Guarantor, the Issuer and any Subsidiary Guarantor.

Section 10.2.    Merger, Consolidation, Sales of Assets and Other Arrangements.

The Constituent Companies will not, and will not permit any Subsidiary to, (a) enter into any transaction of merger or consolidation (other than (1) any transaction of merger or consolidation between or among the Constituent Companies and the Subsidiary Guarantors; provided that if the Parent Guarantor or the Issuer enters into such a transaction of merger, it is the survivor thereof, (2) any transaction of merger or consolidation of a Subsidiary (other than the Issuer) that is not a Subsidiary Guarantor into a Constituent Company or a Subsidiary Guarantor so long as such Constituent Company or such Subsidiary Guarantor is the survivor thereof and (3) any transaction of merger or consolidation between two or more Subsidiaries (other than the Issuer) that are not Subsidiary Guarantors), (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution) or (c) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; provided, however, that any of the actions described in the immediately preceding clauses (a) through (c) may be taken with respect to either Constituent Company, any Subsidiary Guarantor or any other Subsidiary so long as (i) immediately prior to the taking of such action, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, and (ii) if any such action involves the Parent Guarantor or the Issuer, the Parent Guarantor or the Issuer, respectively, must be the survivor, except that the Parent Guarantor may take any such action pursuant to which the Parent Guarantor is not the survivor so long as (A) if such transaction results in a Change of Control, the Issuer has offered to purchase the Notes then outstanding in accordance with Section 8.7, (B) the surviving Person shall be a solvent corporation or limited liability company organized and existing under the laws of the United States or any State thereof (including the District of Columbia), and such surviving Person (I) shall have executed and delivered to each holder of a Note its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and (II) shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof and (C) each Subsidiary Guarantor shall have reaffirmed in writing its obligations under the Subsidiary Guaranty Agreement.

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Further, neither Constituent Company nor any Subsidiary, will enter into any sale-leaseback transactions or other transaction by which such Constituent Company or such Subsidiary shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person.

Section 10.3.    Line of Business. The Constituent Companies will not, and will not permit any Subsidiary to, engage in any business if, as a result, the general nature of the business in which the Parent Guarantor and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Parent Guarantor and its Subsidiaries, taken as a whole, are engaged on the Execution Date as described in the Memorandum.

Section 10.4.    Economic Sanctions, Etc. The Constituent Companies will not, and will not permit any Controlled Entity to (a) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (1) would cause any Purchaser or holder or any affiliate of such Purchaser or holder to be in violation of, or subject to sanctions under, any law or regulation applicable to such Purchaser or holder, or (2) is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws.

Section 10.5.    Negative Pledge.

(a)    Except for Permitted Negative Pledges, the Constituent Companies will not, and will not permit any Subsidiary to, permit any Eligible Property, Unencumbered Cash or Unencumbered Mortgage Receivable or any direct or indirect ownership interest of the Issuer in any Person owning any Eligible Property, Unencumbered Cash or Unencumbered Mortgage Receivable, to be subject to a Negative Pledge if such Negative Pledge prohibits or purports to prohibit the creation of a Lien on such Eligible Property, Unencumbered Cash, Unencumbered Mortgage Receivable or ownership interest as security for the obligations of the Constituent Companies hereunder or under the Notes.

(b)    The Constituent Companies will not, and will not permit any Subsidiary to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.8 or any Additional Covenant.

Section 10.6.    Restrictions on Intercompany Transfers. The Constituent Companies will not, and will not permit any Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction

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of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other Equity Interests owned by the Parent Guarantor or any Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor or any other Subsidiary; (c) make loans or advances to the Parent Guarantor or any other Subsidiary or (d) transfer any of its property or assets to the Parent Guarantor or any other Subsidiary; other than:

(1)    with respect to clauses (a) through (d) above, those encumbrances or restrictions contained in (i) this Agreement or the Subsidiary Guaranty Agreement, (ii) the Material Credit Facilities as in effect on the date hereof, or (iii) any other agreement (A) evidencing Indebtedness that is not Secured Indebtedness which either Constituent Company or any Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in this Agreement;

(2)    with respect to clause (d), customary provisions restricting assignment of any agreement entered into by either Constituent Company or any Subsidiary in the ordinary course of business; and

(3)    with respect to clause (d), those encumbrances or restrictions contained in an agreement (i) evidencing Indebtedness which a Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement and (ii) which Indebtedness is secured by a Lien on the assets of such Subsidiary permitted to exist under this Agreement, so long as such encumbrances and restrictions apply only to such Subsidiary and such Subsidiary has no material assets other than those encumbered by such Lien.

Section 10.7.    Parent Guarantor Ownership and Management of the Issuer. The Constituent Companies will not permit the Parent Guarantor to (a) cease to own and control, directly or indirectly, at least 65% of the outstanding Equity Interests of the Issuer, (b) cease to be the managing member of the Issuer or (c) cease to have the sole and exclusive power to exercise all management and control over the Issuer.

Section 10.8.    Financial Covenants.

(a)    Leverage Ratio. The Parent Guarantor will not at any time permit the ratio of (1) Total Outstanding Indebtedness to (2) Total Market Value to exceed 0.60 to 1.00.

(b)    Secured Indebtedness Ratio. The Parent Guarantor will not at any time permit the ratio of (1) Secured Indebtedness of the Parent Guarantor and its Subsidiaries to (2) Total Market Value to exceed 0.40 to 1.00.

Notwithstanding the foregoing, the Constituent Companies will not, and will not permit any Subsidiary to, secure any Indebtedness outstanding under or pursuant to any Material Credit Facility unless and until the Notes (and the Parent Guaranty, the Subsidiary Guaranty Agreement and each other Guaranty delivered in connection

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therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Constituent Companies and/or any such Subsidiary, as the case may be, from counsel and in a form that is reasonably acceptable to the Required Holders.

(c)    Ratio of Adjusted EBITDA to Fixed Charges. The Parent Guarantor will not at any time permit the ratio of (1) Adjusted EBITDA for the fiscal quarter most recently ended for which financial statements are available to (2) Fixed Charges of the Parent Guarantor and its Subsidiaries for such fiscal quarter to be less than 1.50 to 1.00.

(d)    Ratio of Total Unsecured Indebtedness to Total Unencumbered Eligible Property Value. The Parent Guarantor will not at any time permit the ratio of (1) Total Unsecured Indebtedness to (2) Total Unencumbered Eligible Property Value to exceed 0.60 to 1.00.

(e)    Permitted Investments. The Parent Guarantor will not, and will not permit any Subsidiary to, at any time make an Investment in or otherwise own the following items which would cause the aggregate value (determined in accordance with GAAP in the cases of clauses (1) through (3)) of such holdings of such Persons to exceed 25% of Total Market Value (or such lesser percentage of “total market value” as is the lowest percentage for which such holdings are then permitted under any Material Credit Facility):

(1)    unimproved real estate (which shall not include any Development Property);

(2)    common stock, Preferred Equity and other Equity Interests in Persons (other than Wholly-Owned Subsidiaries);

(3)    Mortgage Receivables in favor of either Constituent Company or any Subsidiary; and

(4)    Total Budgeted Costs for Development Properties.

In addition to the foregoing limitation regarding the aggregate value of clauses (1) through (4), the aggregate value of clause (2) shall not exceed 10% of Total Market Value at any time, and the aggregate value of clause (3) shall not exceed 10% of Total Market Value at any time.

(f)    Dividends and Other Restricted Payments. Subject to the following sentence, if an Event of Default exists, the Constituent Companies will not, and will not permit any Subsidiary to, declare or make any Restricted Payments except that the Parent Guarantor may declare and make cash distributions to its shareholders in an aggregate amount not to exceed the minimum amount necessary for the Parent Guarantor to remain in compliance with Section 9.7 (and the Issuer and its Subsidiaries may declare and make cash distributions to the Parent Guarantor for such purpose), and Subsidiaries of the Issuer may pay Restricted Payments to the Issuer or any other Subsidiary of the Issuer

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that is a Subsidiary Guarantor. If an Event of Default specified in Section 11(a), Section 11(b), Section 11(g), Section 11(h) or Section 11(i) shall exist, or if as a result of the occurrence of any other Event of Default the Notes have been accelerated pursuant to Section 12, the Constituent Companies will not, and will not permit any Subsidiary to, make any Restricted Payments to any Person except that Subsidiaries may pay Restricted Payments to the Issuer or any other Subsidiary of the Issuer that is a Subsidiary Guarantor.

(g)    Total Unencumbered Eligible Property Value. The Parent Guarantor will not at any time permit Total Unencumbered Eligible Property Value to be less than $300,000,000.

Although it will not be a Default or an Event of Default if the Constituent Companies fail to comply with any provision of Section 10 before or after giving effect to the issuance of the Notes on a pro forma basis, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

SECTION 11. EVENTS OF DEFAULT.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a)    the Issuer defaults in the payment of any principal or Make-Whole Amount on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b)    the Issuer defaults in the payment of any interest on any Note for more than three Business Days after the same becomes due and payable; or

(c)    either Constituent Company defaults in the performance of or compliance with any term contained in Section 7.1(d), Section 9.7, or Section 10 or any Additional Covenant; or

(d)    either Constituent Company or any Subsidiary Guarantor defaults in the performance of or compliance with any term contained herein (other than those referred to in Sections 11(a), (b) and (c)) or in the Subsidiary Guaranty Agreement and such default is not remedied within 30 days after the earlier of (1) a Responsible Officer of either Constituent Company obtaining actual knowledge of such default and (2) either Constituent Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d)); or

(e)    (1) any representation or warranty made in writing by or on behalf of either Constituent Company or by any officer of either Constituent Company in this Agreement or any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made, or (2) any representation or warranty made in writing by or on behalf of any Subsidiary Guarantor or by any officer of such Subsidiary Guarantor in the Subsidiary

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Guaranty Agreement or any writing furnished in connection with the Subsidiary Guaranty Agreement proves to have been false or incorrect in any material respect on the date as of which made; or

(f)    (1) either Constituent Company or any Significant Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Indebtedness that is outstanding in an aggregate principal amount of at least $25,000,000 (or such lesser amount of recourse Indebtedness or Nonrecourse Indebtedness as is the lowest threshold amount for triggering a similar default under any Material Credit Facility) (or its equivalent in the relevant currency of payment) beyond any period of grace provided with respect thereto, or (2) either Constituent Company or any Significant Subsidiary is in default in the performance of or compliance with any term of any evidence of any Indebtedness in an aggregate outstanding principal amount of at least $25,000,000 (or such lesser amount of recourse Indebtedness or Nonrecourse Indebtedness as is the lowest threshold amount for triggering a similar default under any Material Credit Facility) (or its equivalent in the relevant currency of payment) or of any mortgage, indenture or other agreement relating thereto or any other condition exists (other than solely as a result of any condition that constitutes a Change of Control where the Constituent Companies have complied with the provisions of Section 8.7), and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are entitled to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (3) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests or solely as a result of any condition that constitutes a Change of Control where the Constituent Companies have complied with the provisions of Section 8.7), (i) either Constituent Company or any Significant Subsidiary has become obligated to purchase or repay Indebtedness before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $25,000,000 (or such lesser amount of recourse Indebtedness or Nonrecourse Indebtedness as is the lowest threshold amount for triggering a default similar to that described in clause (1) hereof under any Material Credit Facility) (or its equivalent in the relevant currency of payment), or (ii) one or more Persons have the right to require either Constituent Company or any Significant Subsidiary so to purchase or repay such Indebtedness; or

(g)    either Constituent Company or any Significant Subsidiary (1) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (2) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (3) makes an assignment for the benefit of its creditors, (4) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (5) is adjudicated as insolvent or to be liquidated, or (6) takes corporate or other organizational action for the purpose of any of the foregoing; or

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(h)    a court or other Governmental Authority of competent jurisdiction enters an order appointing, without consent by either Constituent Company or any Significant Subsidiary, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of either Constituent Company or any Significant Subsidiary, or any such petition shall be filed against either Constituent Company or any Significant Subsidiary and such petition shall not be dismissed within 60 days; or

(i)    any event occurs with respect either Constituent Company or any Significant Subsidiary which under the laws of any jurisdiction is analogous to any of the events described in Section 11(g) or Section 11(h), provided that the applicable grace period, if any, which shall apply shall be the one applicable to the relevant proceeding which most closely corresponds to the proceeding described in Section 11(g) or Section 11(h); or

(j)    one or more final judgments or orders for the payment of money aggregating in excess of $25,000,000 (or such lesser amount as is the lowest threshold amount for triggering a similar default under any Material Credit Facility) (or its equivalent in the relevant currency of payment), including any such final order enforcing a binding arbitration decision and for which insurance has not been acknowledged in writing by the applicable insurance carrier (or the insurer has denied liability), are rendered against one or more of the Constituent Companies and/or their Significant Subsidiaries and which judgments are not, within 30 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 30 days after the expiration of such stay; or

(k)    if (1) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards is sought or granted under section 412 of the Code, (2) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Parent Guarantor or any ERISA Affiliate that a Plan is expected to become a subject of any such proceedings, (3) there is any “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under one or more Plans, determined in accordance with Title IV of ERISA, (4) the aggregate present value of accrued benefit liabilities under all funded Non-U.S. Plans exceeds the aggregate current value of the assets of such Non-U.S. Plans allocable to such liabilities, (5) the Parent Guarantor or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (6) the Parent Guarantor or any ERISA Affiliate withdraws from any Multiemployer Plan, (7) the Parent Guarantor or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Parent Guarantor or any Subsidiary

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thereunder, (8) the Parent Guarantor or any Subsidiary fails to administer or maintain a Non-U.S. Plan in compliance with the requirements of any and all applicable laws, statutes, rules, regulations or court orders or any Non-U.S. Plan is involuntarily terminated or wound up, or (9) the Parent Guarantor or any Subsidiary becomes subject to the imposition of a financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans; and any such event or events described in clauses (1) through (9) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect. As used in this Section 11(k), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in section 3 of ERISA; or

(l)    the Subsidiary Guaranty Agreement shall cease to be in full force and effect with respect to any Subsidiary Guarantor, any Subsidiary Guarantor or any Person acting on behalf of such Subsidiary Guarantor shall contest in any manner the validity, binding nature or enforceability of the Subsidiary Guaranty Agreement with respect to such Subsidiary Guarantor, or the obligations of any Subsidiary Guarantor under the Subsidiary Guaranty Agreement are not or cease to be legal, valid, binding and enforceable in accordance with the terms of the Subsidiary Guaranty Agreement.

SECTION 12. REMEDIES ON DEFAULT, ETC.

Section 12.1.    Acceleration.

(a)    If an Event of Default with respect to either Constituent Company described in Section 11(g), (h) or (i) (other than an Event of Default described in clause (1) of Section 11(g) or described in clause (6) of Section 11(g) by virtue of the fact that such clause encompasses clause (1) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b)    If any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices to the Issuer, declare all the Notes then outstanding to be immediately due and payable.

(c)    If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Issuer, declare all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (1) all accrued and unpaid interest thereon (including interest accrued thereon at the Default Rate) and (2) the Make-Whole Amount determined in respect of such principal amount, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Issuer acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Issuer (except as herein specifically

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provided for) and that the provision for payment of a Make-Whole Amount by the Issuer in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Section 12.2.    Other Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note or the Subsidiary Guaranty Agreement, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

Section 12.3.    Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders, by written notice to the Issuer, may rescind and annul any such declaration and its consequences if (a) the Issuer has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 18, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Section 12.4.    No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement, the Subsidiary Guaranty Agreement or any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Constituent Companies under Section 16, the Issuer will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including reasonable attorneys’ fees, expenses and disbursements.

SECTION 13. GUARANTEE.

Section 13.1.    The Guarantee. The Parent Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, to each holder of a Note (a) the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, Make-Whole Amount, if any, and interest (including any interest accruing after the commencement of any proceeding in bankruptcy and any additional interest that would accrue but for the commencement of such proceeding) on the Notes and all

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other obligations of the Issuer under this Agreement and (b) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of this Agreement and the Notes (all the foregoing being hereinafter collectively called the “Obligations”). The Parent Guarantor further agrees (to the extent permitted by applicable law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Section 13 notwithstanding any extension or renewal of any Obligation.

Section 13.2.    Waiver of Defenses. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the Parent Guarantor hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, the Subsidiary Guaranty Agreement or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, the Subsidiary Guaranty Agreement or any other agreement; (d) the acceptance of any security or Guarantee (including the Subsidiary Guaranty Agreement) by any holder of a Note for the Obligations or any of them; (e) the release of any security or Guarantee (including the Subsidiary Guaranty Agreement) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor or any other Person from its liability with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, the Subsidiary Guaranty Agreement or any other agreement or the disaffirmance of this Agreement or the Notes or the Subsidiary Guaranty Agreement or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, the Subsidiary Guaranty Agreement or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, the Subsidiary Guaranty Agreement or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer.

It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not

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specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the Parent Guarantor shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such payment.

Section 13.3.    Guaranty of Payment. The Parent Guarantor further agrees that the Guarantee herein constitutes a guaranty of payment when due (and not a guaranty of collection) and waives any right to require that any resort be had by any holder of a Note to any other Person or to any security held for payment of the Obligations.

Section 13.4.    Guaranty Unconditional. The obligations of the Parent Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Parent Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any holder of a Note to assert any claim or demand or to enforce any remedy under this Agreement, the Notes, the Subsidiary Guaranty Agreement or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Parent Guarantor or would otherwise operate as a discharge of the Parent Guarantor as a matter of law or equity.

Section 13.5.    Reinstatement. The Parent Guarantor further agrees that the Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored by any holder of a Note upon the bankruptcy or reorganization of the Issuer or otherwise.

Section 13.6.    Payment on Demand. In furtherance of the foregoing and not in limitation of any other right which any holder of a Note has at law or in equity against the Parent Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, the Parent Guarantor hereby promises to and shall, upon receipt of written demand by any holder of a Note, forthwith pay, or cause to be paid, in cash, to the holders an amount equal to the sum of (a) the unpaid amount of such Obligations then due and owing and (b) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by applicable law).

The Parent Guarantor acknowledges and agrees that repeated and successive demands may be made and recoveries may be had hereunder as and when, from time to time, the Issuer shall default under the terms of a Note or this Agreement and that notwithstanding recovery hereunder for or in respect of any given Default or Event of Default, the Guarantee contained in this Section 13 shall remain in full force and effect and shall apply to each and every subsequent Default or Event of Default.

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Section 13.7.    Stay of Acceleration. The Parent Guarantor further agrees that, as between itself, on the one hand, and the holders of the Notes, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Agreement for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (b) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Parent Guarantor for the purposes of this Guarantee.

Section 13.8.    No Subrogation. Notwithstanding any payment or payments made by the Parent Guarantor hereunder, the Parent Guarantor shall not be entitled to be subrogated to any of the rights of any holder of a Note against the Issuer or any collateral security or Guarantee or right of offset held by any holder for the payment of the Obligations, nor shall the Parent Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any Subsidiary Guarantor in respect of payments made by the Parent Guarantor hereunder, until all amounts owing to the holders of the Notes by the Issuer on account of the Obligations are paid in full. If any amount shall be paid to the Parent Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Parent Guarantor in trust for the holders of the Notes, segregated from other funds of the Parent Guarantor, and shall, forthwith upon receipt by the Parent Guarantor, be turned over to the holders of the Notes in the exact form received by the Parent Guarantor (duly indorsed by the Parent Guarantor to the holders of the Notes, if required), to be applied against the Obligations.

Section 13.9.    Marshalling. No holder of a Note shall be under any obligation: (a) to marshal any assets in favor of the Parent Guarantor or in payment of any or all of the liabilities of the Issuer under or in respect of the Notes and this Agreement or the obligations of the Parent Guarantor hereunder or (b) to pursue any other remedy that the Parent Guarantor may or may not be able to pursue itself and that may lighten the Parent Guarantor’s burden, any right to which the Parent Guarantor hereby expressly waives.

Section 13.10.    Transfer of Notes. All rights of any holder of a Note under this Section 13 shall be considered to be transferred or assigned at any time or from time to time upon the transfer of any Note held by such holder whether with or without the consent of or notice to the Parent Guarantor under this Section 13 or to the Issuer.

Section 13.11.    Consideration. The Parent Guarantor has received, or shall receive, direct or indirect benefits from the making of this Guarantee.

SECTION 14. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

Section 14.1.    Registration of Notes. The Issuer shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. If any holder of one or more Notes is a nominee, then (a) the name and address of the beneficial owner of such Note or Notes shall also be registered in such register as an owner and holder thereof and (b) at any such beneficial owner’s option, either such beneficial owner or its nominee may execute any

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amendment, waiver or consent pursuant to this Agreement. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Issuer shall not be affected by any notice or knowledge to the contrary. The Issuer shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

Section 14.2.    Transfer and Exchange of Notes. Upon surrender of any Note to the Issuer at the address and to the attention of the designated officer (all as specified in Section 19(3)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Issuer shall execute and deliver, at the Issuer’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Schedule 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Issuer may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred (a) to any Competitor, provided that the limitation contained in this clause (a) shall not apply during any period when an Event of Default has occurred and is continuing, or (b) in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.3.

Section 14.3.    Replacement of Notes. Upon receipt by the Issuer at the address and to the attention of the designated officer (all as specified in Section 19(3)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a)    in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $100,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b)    in the case of mutilation, upon surrender and cancellation thereof,

within 10 Business Days thereafter, the Issuer at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

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SECTION 15. PAYMENTS ON NOTES.

Section 15.1.    Place of Payment. Subject to Section 15.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of JPMorgan Chase Bank, N.A. in such jurisdiction. The Issuer may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Issuer in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

Section 15.2.    Payment by Wire Transfer. So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 15.1 or in such Note to the contrary, the Issuer will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, interest and all other amounts becoming due hereunder by the method and at the address specified for such purpose below such Purchaser’s name in the Purchaser Schedule, or by such other method or at such other address as such Purchaser shall have from time to time specified to the Issuer in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Issuer made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Issuer at its principal executive office or at the place of payment most recently designated by the Issuer pursuant to Section 15.1. Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Issuer in exchange for a new Note or Notes pursuant to Section 14.2. The Issuer will afford the benefits of this Section 15.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 15.2.

SECTION 15.3.    FATCA Information. By acceptance of any Note, the holder of such Note agrees that such holder will with reasonable promptness duly complete and deliver to the Issuer, or to such other Person as may be reasonably requested by the Issuer, from time to time (a) in the case of any such holder that is a United States Person, such holder’s United States tax identification number or other forms reasonably requested by the Issuer necessary to establish such holder’s status as a United States Person under FATCA and as may otherwise be necessary for the Issuer to comply with its obligations under FATCA and (b) in the case of any such holder that is not a United States Person, such documentation prescribed by applicable law (including as prescribed by section 1471(b)(3)(C)(i) of the Code) and such additional documentation as may be necessary for the Issuer to comply with its obligations under FATCA and to determine that such holder has complied with such holder’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from any such payment made to such holder. Nothing in this Section 15.3 shall require any holder to provide information that is confidential or proprietary to such holder unless the Issuer is required to obtain such information under FATCA and, in such event, the Issuer shall treat any such information it receives as confidential.

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SECTION 16. EXPENSES, ETC.

Section 16.1.    Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Constituent Companies will pay all documented costs and expenses (including reasonable attorneys’ fees of one special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Subsidiary Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the documented costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Subsidiary Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Subsidiary Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the documented costs and the expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of either Constituent Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and the Subsidiary Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000. If required by the NAIC, the Issuer shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI).

The Constituent Companies will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Issuer.

Section 16.2.    Certain Taxes. The Constituent Companies agree to pay all stamp, documentary or similar taxes or fees which may be payable in respect of the execution and delivery or the enforcement of this Agreement or the Subsidiary Guaranty Agreement or the execution and delivery (but not the transfer) or the enforcement of any of the Notes in the United States or any other jurisdiction where either Constituent Company or any Subsidiary Guarantor has assets or of any amendment of, or waiver or consent under or with respect to, this Agreement or the Subsidiary Guaranty Agreement or of any of the Notes, and to pay any value added tax due and payable in respect of reimbursement of costs and expenses by the Constituent Companies pursuant to this Section 16, and will save each holder of a Note to the extent permitted by applicable law harmless against any loss or liability resulting from nonpayment or delay in payment of any such tax or fee required to be paid by the Constituent Companies hereunder.

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Section 16.3.    Survival. The obligations of the Constituent Companies under this Section 16 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, the Subsidiary Guaranty Agreement or the Notes, and the termination of this Agreement.

SECTION 17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of either Constituent Company pursuant to this Agreement shall be deemed representations and warranties of such Constituent Company under this Agreement. Subject to the preceding sentence, this Agreement, the Notes and the Subsidiary Guaranty Agreement embody the entire agreement and understanding between each Purchaser and the Constituent Companies and supersede all prior agreements and understandings relating to the subject matter hereof.

SECTION 18. AMENDMENT AND WAIVER.

Section 18.1.    Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Constituent Companies and the Required Holders, except that:

(a)    no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 22 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and

(b)    no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (1) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (i) interest on the Notes or (ii) the Make-Whole Amount, (2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4 or (3) amend any of Section 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 13, 18 or 21.

Section 18.2.    Solicitation of Holders of Notes.

(a)    Solicitation. The Constituent Companies will provide each Purchaser and each holder of a Note with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Purchaser or holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in

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respect of any of the provisions hereof or of the Notes or the Subsidiary Guaranty Agreement. The Constituent Companies will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 18 or the Subsidiary Guaranty Agreement to each Purchaser and each holder of a Note promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Purchasers or holders of Notes.

(b)    Payment. The Constituent Companies will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any Purchaser or any holder of a Note as consideration for or as an inducement to the entering into by such Purchaser or holder of any waiver or amendment of any of the terms and provisions hereof or of the Subsidiary Guaranty Agreement or any Note unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of a Note even if such Purchaser or holder did not consent to such waiver or amendment.

(c)    Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 or the Subsidiary Guaranty Agreement by a holder of a Note that has transferred or has agreed to transfer its Note to (1) a Constituent Company, (2) any Subsidiary or any other Affiliate or (3) any other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with either Constituent Company and/or any of its Affiliates, in each case in connection with such consent, shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Section 18.3.    Binding Effect, Etc. Any amendment or waiver consented to as provided in this Section 18 or the Subsidiary Guaranty Agreement applies equally to all Purchasers and holders of Notes and is binding upon them and upon each future holder of any Note and upon the Constituent Companies without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between either Constituent Company and any Purchaser or any holder of a Note and no delay in exercising any rights hereunder or under any Note or the Subsidiary Guaranty Agreement shall operate as a waiver of any rights of any Purchaser or any holder of such Note.

Section 18.4.    Notes Held by the Constituent Companies, Etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement, the Subsidiary Guaranty Agreement or the Notes, or have directed the taking of any action provided herein or in the Subsidiary Guaranty Agreement or the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by a Constituent Company or any of its Affiliates shall be deemed not to be outstanding.

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SECTION 19. NOTICES.

Except to the extent otherwise provided in Section 7.4, all notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by an internationally recognized overnight delivery service (charges prepaid), (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by an internationally recognized overnight delivery service (charges prepaid). Any such notice must be sent:

(1)    if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in the Purchaser Schedule, or at such other address as such Purchaser or nominee shall have specified to the Constituent Companies in writing,

(2)    if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Constituent Companies in writing, or

(3)    if to either Constituent Company, to such Constituent Company at its address set forth at the beginning hereof to the attention of Chief Financial Officer (with a copy to the attention of the General Counsel at the same such address), or at such other address as such Constituent Company shall have specified to the Purchaser and holders of the Notes in writing.

Notices under this Section 19 will be deemed given only when actually received.

SECTION 20. REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating hereto, including (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser on the Execution Date or at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. Each Constituent Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 20 shall not prohibit either Constituent Company or any other Purchaser or holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

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SECTION 21. CONFIDENTIAL INFORMATION.

For the purposes of this Section 21, “Confidential Information” means information delivered to any Purchaser by or on behalf of a Constituent Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by a Constituent Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (1) its directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes) who agree or are deemed to have agreed to hold confidential the Confidential Information substantially in accordance with this Section 21, (2) its auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with this Section 21, (3) any other holder of any Note, (4) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 21), (5) any Person from which it offers to purchase any Security of a Constituent Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 21), (6) any federal or state regulatory authority having jurisdiction over such Purchaser, (7) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (8) any other Person to which such delivery or disclosure may be necessary or appropriate (i) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (ii) in response to any subpoena or other legal process; provided that, except pursuant to the exercise of its rights pursuant to clause (iv) below, if not prohibited by applicable law, court order or regulation, such Purchaser shall use commercially reasonable efforts to give reasonably prompt notice to the Constituent Companies thereof prior to such disclosure so that the Constituent Companies may, in their discretion, attempt to obtain a protective order restraining such disclosure, (iii) in connection with any litigation to which such Purchaser is a party; provided that, except pursuant to the exercise of its rights pursuant to clause (iv) below, if not prohibited by applicable law, court order or regulation, such Purchaser shall use commercially reasonable efforts to give reasonably prompt notice to the Constituent Companies thereof prior to such disclosure so that the Constituent Companies may, in their discretion, attempt to obtain a protective order restraining such disclosure, or (iv) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes, this Agreement or the Subsidiary Guaranty Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 21 as though it were a party to this Agreement. On reasonable request by a Constituent Company in connection with the delivery to any holder of a Note of information required to be

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delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Constituent Companies embodying this Section 21.

In the event that as a condition to receiving access to information relating to a Constituent Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 21, this Section 21 shall not be amended thereby and, as between such Purchaser or such holder and such Constituent Company, this Section 21 shall supersede any such other confidentiality undertaking.

SECTION 22. SUBSTITUTION OF PURCHASER.

Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Constituent Companies, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 22), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Constituent Companies of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 22), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

SECTION 23. MISCELLANEOUS.

Section 23.1.    Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including any subsequent holder of a Note) whether so expressed or not, except that, subject to Section 10.2, neither Constituent Company may assign or otherwise transfer any of its rights or obligations hereunder or under the Notes without the prior written consent of each holder. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto and their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Section 23.2.    Accounting Terms.

(a)    All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP.

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(b)    If the Constituent Companies notify the holders of Notes that, in their reasonable opinion, or if the Required Holders notify the Constituent Companies that, in their reasonable opinion, as a result of any change in GAAP from time to time (a “Subsequent Change”), any of the financial covenants contained in this Agreement or any of the defined terms used therein no longer apply as intended such that such covenants are materially more or less restrictive to the Constituent Companies than are such covenants immediately prior to giving effect to such Subsequent Change, the Constituent Companies and the holders of Notes shall negotiate in good faith to reset or amend such covenants or defined terms so as to negate such Subsequent Change, or to establish alternative covenants or defined terms. Until the Constituent Companies and the Required Holders so agree to reset, amend or establish alternative covenants or defined terms, the financial covenants contained in this Agreement together with the relevant defined terms, shall continue to apply and compliance therewith shall be determined assuming that the Subsequent Change shall not have occurred (“Static GAAP”). During any period that compliance with any covenants shall be determined pursuant to Static GAAP, the Constituent Companies shall include relevant reconciliations in reasonable detail between GAAP and Static GAAP with respect to the applicable covenant compliance calculations contained in each certificate of a Senior Financial Officer delivered pursuant to Section 7.2(a) during such period.

(c)    Except as otherwise specifically provided herein, (a) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (b) all financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with this Agreement (including Section 9, Section 10 and the definition of “Indebtedness”), any election by the Parent Guarantor to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 – Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

Section 23.3.    Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 23.4.    Construction, Etc. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

Defined terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding

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masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein) and, for purposes of the Notes, shall also include any such notes issued in substitution therefor pursuant to Section 14, (b) subject to Section 23.1, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits to, this Agreement, and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

Section 23.5.    Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Delivery of a counterpart in “pdf” shall be treated as a delivery of an original counterpart hereof.

Section 23.6.    Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

Section 23.7.    Jurisdiction and Process; Waiver of Jury Trial.

(a)    Each party hereto irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, each party hereto irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b)    Each party hereto agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.

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(c)    Each party hereto consents to process being served by or on behalf of any other party hereto in any suit, action or proceeding of the nature referred to in Section 23.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 or at such other address of which such party shall then have been notified pursuant to said Section. Each party hereto agrees that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(d)    Nothing in this Section 23.7 shall affect the right of any party hereto to serve process in any manner permitted by law, or limit any right that any party hereto may have to bring proceedings against another party hereto in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(e)    The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

*    *    *    *    *

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If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Constituent Companies, whereupon this Agreement shall become a binding agreement between you and the Constituent Companies.

Very truly yours,
BROADSTONE NET LEASE, LLC
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	Chief Executive Officer
BROADSTONE NET LEASE, INC.
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	Chief Executive Officer

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This Agreement is hereby

accepted and agreed to as

of the date hereof.

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
By:	/s/ Chris Miller
Name:	Chris Miller
Title:	Director

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: Barings LLC as Investment Adviser
By:	/s/ John B. Wheeler
Name:	John B. Wheeler
Title:	Managing Director
MASSMUTUAL ASIA LIMITED
By: Barings LLC as Investment Adviser
By:	/s/ John B. Wheeler
Name:	John B. Wheeler
Title:	Managing Director
BANNER LIFE INSURANCE COMPANY
By: Barings LLC as Investment Adviser
By:	/s/ John B. Wheeler
Name:	John B. Wheeler
Title:	Managing Director

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NEW YORK LIFE INSURANCE COMPANY
By:	/s/ A. Post Howland
	Name:	A. Post Howland
	Title:	Vice President
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By:	NYL Investors LLC, its Investment Manager
By:	/s/ A. Post Howland
	Name:	A. Post Howland
	Title:	Managing Director
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3)
By:	NYL Investors LLC, its Investment Manager
By:	/s/ A. Post Howland
	Name:	A. Post Howland
	Title:	Managing Director
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2)
By:	NYL Investors LLC, its Investment Manager
By:	/s/ A. Post Howland
	Name:	A. Post Howland
	Title:	Managing Director

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THE BANK OF NEW YORK MELLON, A BANKING CORPORATION ORGANIZED UNDER THE LAWS OF NEW YORK, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE UNDER THAT CERTAIN TRUST AGREEMENT DATED AS OF JULY 1ST, 2015 BETWEEN NEW YORK LIFE INSURANCE COMPANY, AS GRANTOR, JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), AS BENEFICIARY, JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK, AS BENEFICIARY, AND THE BANK OF NEW YORK MELLON, AS TRUSTEE
By:	New York Life Insurance Company, its attorney-in-fact
By:	/s/ A. Post Howland
	Name:	A. Post Howland
	Title:	Vice President

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THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:	/s/ Eric R. Seward
	Vice President
THE GIBRALTAR LIFE INSURANCE CO., LTD.
By:	Prudential Investment Management Japan Co., Ltd., as Investment Manager
By:	PGIM, Inc., as Sub-Adviser
By:	/s/ Eric R. Seward
	Vice President

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THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By:	/s/ Brian Keating
Name:	Brian Keating
Title:	Managing Director

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UNITED OF OMAHA LIFE INSURANCE COMPANY
By:	/s/ Vice President
Name:	Lee Martin
Title:	Vice President

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MODERN WOODMEN OF AMERICA
By:	/s/ Jerald J. Lyphout
Name:	Jerald J. Lyphout
Title:	National Secretary

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ASSURITY LIFE INSURANCE COMPANY
By:	/s/ Victor Weber
Name:	Victor Weber
Title:	Senior Director – Investments

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AMERICO FINANCIAL LIFE & ANNUITY INSURANCE COMPANY
By:	/s/ Gregory A. Hamilton
Name:	Gregory A. Hamilton
Title:	Vice President - Investments

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DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Additional Covenant” is defined in Section 9.9.

“Adjusted EBITDA” means, for any given period, (a) EBITDA of the Parent Guarantor and its Subsidiaries determined on a consolidated basis for such period, minus (b) Reserves for Replacements in respect of Properties that are subject to a Tenant Lease that is not a Triple Net Lease.

“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Parent Guarantor.

“Agreement” means this Note and Guaranty Agreement, including all Schedules and Exhibits attached to this Agreement.

“Anti-Corruption Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.

“Anti-Money Laundering Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.

“Bank Credit Agreement” means the Credit Agreement dated as of October 2, 2012 among the Parent Guarantor, the Issuer, the lenders from time to time parties thereto and Manufacturers and Traders Trust Company, as administrative agent.

“Blocked Person” means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (b) a Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic Sanctions Laws or (c) a Person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a) or (b).

“Business Day” means (a) for the purposes of Section 8.6 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York or Rochester, New York are required or authorized to be closed.

SCHEDULE A

(to Note and Guaranty Agreement)

“Capitalization Rate” means 7.75%; provided that, if any Material Credit Facility provides for a “capitalization rate” that is higher or lower than 7.75%, then the capitalization rate herein shall be the highest capitalization rate then applicable under all Material Credit Facilities; provided, however, that in no event may the capitalization rate herein be less than 6.75%.

“Capitalized Lease Obligation” means obligations under a lease (to pay rent or other amounts under any lease or other arrangement conveying the right to use property) that are required to be capitalized for financial reporting purposes in accordance with GAAP. The amount of a Capitalized Lease Obligation is the capitalized amount of such obligation as would be required to be reflected on a balance sheet of the applicable Person prepared in accordance with GAAP as of the applicable date.

“Change in Control” is defined in Section 8.7(h).

“Change in Control Proposed Prepayment Date” is defined in Section 8.7(c).

“Closing” is defined in Section 3.

“Code” means the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder from time to time.

“Competitor” means any Person that is a real estate investment trust, real property fund or a listed property trust; provided, however, that the term “Competitor” shall exclude any Person that is an Institutional Investor and that, but for this proviso, would fall within the definition of “Competitor” solely through the holding of passive investments in a Competitor (it being agreed that the normal administration of the investment and enforcement thereof shall be deemed not to cause such Institutional Investor to be a “Competitor”).

“Confidential Information” is defined in Section 21.

“Consolidated Tangible Assets” means, at any time of determination, the total assets of the Parent Guarantor and its Subsidiaries (excluding (a) any assets that would be classified as “intangible assets” under GAAP and (b) depreciation and amortization) on a consolidated basis as of the end of the most recent fiscal quarter for which financial statements of the Parent Guarantor are available, less all write-ups subsequent to October 2, 2012 in the book value of any asset.

“Constituent Companies” and “Constituent Company” are defined in the first paragraph of this Agreement.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled” and “Controlling” shall have meanings correlative to the foregoing.

“Control Event” is defined in Section 8.7(i).

A-2

“Controlled Entity” means (a) any of the Subsidiaries of the Parent Guarantor and any of their or the Parent Guarantor’s respective Controlled Affiliates and (b) if the Parent Guarantor has a parent company, such parent company and its Controlled Affiliates.

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

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” means, with respect to any Note, that rate of interest per annum that is the greater of (a) 2.00% above the rate of interest stated in clause (a) of the first paragraph of such Note or (b) 2.00% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New York, New York as its “base” or “prime” rate.

“Derivatives Contract” means (a) any transaction (including any master agreement, confirmation or other agreement with respect to any such transaction) now existing or hereafter entered into by a Constituent Company or any of its Subsidiaries (1) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (2) which is a type of transaction that is similar to any transaction referred to in clause (1) above that is currently, or in the future becomes, recurrently entered into in the financial markets (including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made, and (b) any combination of these transactions.

“Derivatives Termination Value” means, in respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement or provision relating thereto, (a) for any date on or after the date such Derivatives Contracts have been terminated or closed out, the termination amount or value determined in accordance therewith, and (b) for any date prior to the date such Derivatives Contracts have been terminated or closed out, the then-current mark-to-market value for such Derivatives Contracts, determined based upon one or more mid-market quotations or estimates provided by any recognized dealer in Derivatives Contracts.

A-3

“Development Property” means a Property currently under development that has not achieved an Occupancy Rate of 80% or more or, subject to the last sentence of this definition, on which the improvements (other than tenant improvements on unoccupied space) related to the development have not been completed. The term “Development Property” shall include real property of the type described in the immediately preceding sentence that satisfies both of the following conditions: (a) it is to be (but has not yet been) acquired by the Issuer, any Subsidiary of the Issuer or any Unconsolidated Affiliate of the Parent Guarantor upon completion of construction pursuant to a contract in which the seller of such real property is required to develop or renovate prior to, and as a condition precedent to, such acquisition and (b) a third party is developing such property using the proceeds of a loan that is Guaranteed by, or is otherwise recourse to, the Issuer, any Subsidiary of the Issuer or any Unconsolidated Affiliate of the Parent Guarantor. A Development Property on which all improvements (other than tenant improvements on unoccupied space) related to the development of such Property have been completed for at least 12 months shall cease to constitute a Development Property notwithstanding the fact that such Property has not achieved an Occupancy Rate of at least 80%.

“Disclosure Documents” is defined in Section 5.3.

“EBITDA” means, with respect to a Person for any period and without duplication, the sum of (a) net income (loss) of such Person for such period determined on a consolidated basis excluding the following (but only to the extent included in determining net income (loss) for such period): (1) depreciation and amortization; (2) Interest Expense; (3) income tax expense and franchise tax expense; (4) extraordinary or nonrecurring items, including gains and losses from the sale of operating Properties (but not from the sale of Properties developed for the purpose of sale); (5) equity in net income (loss) of its Unconsolidated Affiliates; and (6) non-cash expenses related to mark to market exposure under Derivatives Contracts; plus (b) such Person’s Ownership Share of EBITDA of its Unconsolidated Affiliates. EBITDA shall be adjusted to remove any impact from straight line rent leveling adjustments required under GAAP and amortization of intangibles pursuant to FASB ASC 805. For purposes of this definition, nonrecurring items shall be deemed to include (x) gains and losses on early extinguishment of Indebtedness, (y) non-cash severance and other non-cash restructuring charges and (z) transaction costs of acquisitions not permitted to be capitalized pursuant to GAAP.

“EDGAR” means the SEC’s Electronic Data Gathering, Analysis and Retrieval System or any successor SEC electronic filing system for such purposes.

“Eligible Property” means, at any time, a Property which satisfies all of the following requirements: (a) such Property is 100% owned in fee simple, or 100% leased under a Ground Lease, by the Issuer or a Wholly-Owned Subsidiary of the Issuer; (b) such Property is located in a State of the contiguous United States, in the District of Columbia or in the States of Hawaii or Alaska; (c) regardless of whether such Property is owned by the Issuer or a Wholly-Owned Subsidiary of the Issuer, the Issuer has the right directly, or indirectly through a Subsidiary of the Issuer, to take the following actions without the need to obtain the consent of any Person: (1) to create Liens on such Property as security for Indebtedness of the Issuer or such Subsidiary, as applicable, and (2) to sell, transfer or otherwise dispose of such Property; (d) no tenant of such Property is (1) subject to any proceeding under Debtor Relief Laws or (2) more than 60 days past due on any rental obligation to the Issuer or any of its Subsidiaries in respect of such Property;

A-4

(e) all Tenant Leases in respect of such Property are Triple Net Leases; (f) such Property is not a Development Property and has been developed for office, including medical office, retail or industrial use or another commercial use then permitted (including pursuant to consent by the lenders thereunder) by each Material Credit Facility; (g) neither such Property, nor if such Property is owned by a Wholly-Owned Subsidiary of the Issuer, any of the Issuer’s direct or indirect ownership interest in such Wholly-Owned Subsidiary, is subject to (1) any Lien other than Permitted Liens or (2) any Negative Pledge not permitted under Section 10.5(a); and (h) such Property is free of all structural defects, title defects, environmental conditions or other adverse matters except for defects, conditions or matters which are not individually or collectively material to the profitable operation of such Property. For purposes of calculating “Total Unencumbered Eligible Property Value” hereunder, a Property shall cease to be an Eligible Property if at any time such Property shall for any reason be excluded as an “eligible property” for the purpose of calculating “total unencumbered eligible property value” under any Material Credit Facility.

“Environmental Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to Hazardous Materials.

“Equity Interest” means, with respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, whether or not certificated, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

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

“ERISA” means the Employee Retirement Income Security Act of 1974 and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Parent Guarantor under section 414 of the Code.

“Event of Default” is defined in Section 11.

“Exchange Act” is defined in Section 8.7(h)(1).

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“Excluded Subsidiary” means any Subsidiary (a) holding title to assets that are or are to become collateral for any Secured Indebtedness that is Nonrecourse Indebtedness of such Subsidiary and (b) that is prohibited from Guaranteeing the Indebtedness of any other Person pursuant to (1) any document, instrument, or agreement evidencing such Secured Indebtedness or (2) a provision of such Subsidiary’s organizational documents which provision was included in such Subsidiary’s organizational documents as a condition to the extension of such Secured Indebtedness.

“Execution Date” is defined in Section 3.

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

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

“FATCA” means (a) sections 1471 through 1474 of the Code, as of the Execution Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), together with any current or future regulations or official interpretations thereof, (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of the foregoing clause (a), and (c) any agreements entered into pursuant to section 1471(b)(1) of the Code.

“Financial Covenant” means any covenant (whether set forth as a covenant, undertaking, event of default, restriction, prepayment event or other such provision) that requires the Parent Guarantor and/or any Subsidiary to:

(a)    maintain a specified level of net worth, shareholders’ equity, total assets, unencumbered assets, unencumbered properties, cash flow, net income, occupancy rate or lease term;

(b)    maintain any relationship of any component of its capital structure to any other component thereof (including the relationship of indebtedness, subsidiary indebtedness, senior indebtedness, secured indebtedness, unsecured indebtedness, subordinated indebtedness or recourse indebtedness to total capitalization, total assets, unencumbered assets or to net worth);

(c)    maintain any measure of its ability to service its indebtedness (including exceeding any specified ratio of revenues, cash flow, operating income or net income to indebtedness, interest expense, rental expense, capital expenditures and/or scheduled payments of indebtedness);

(d)    restrict the amount of distributions; or

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(e)    restrict the amount or type of its investments;

but in all cases excluding any such covenant that amounts to a negative pledge or a sale of assets limitation.

“Fixed Charges” means, with respect to a Person and for a given period, the sum, without duplication, of (a) the Interest Expense of such Person for such period, plus (b) the aggregate of all scheduled principal payments on Indebtedness made by such Person (including the Ownership Shares of such payments made by any Unconsolidated Affiliate of such Person) during such period (excluding balloon, bullet or similar payments of principal due upon the stated maturity of Indebtedness), plus (c) the aggregate of all Preferred Dividends paid or accrued by such Person (including the Ownership Share of such dividends paid or accrued by any Unconsolidated Affiliate of such Person) on any Preferred Equity during such period.

“Form 10-K” is defined in Section 7.1(b).

“Form 10-Q” is defined in Section 7.1(a).

“GAAP” means (a) generally accepted accounting principles as in effect from time to time in the United States and (b) for purposes of Section 9.6, with respect to any Subsidiary, generally accepted accounting principles (including International Financial Reporting Standards, as applicable) as in effect from time to time in the jurisdiction of organization of such Subsidiary.

“Geographical Percentage Limitation” means 25%; provided that, if any Material Credit Facility provides for a percentage limitation on the amount of “net operating income” for inclusion in “total unencumbered eligible property value” attributable to Eligible Properties located in the same State or in the District of Columbia that is higher or lower than 25%, then the percentage limitation herein shall be the lowest percentage limitation then applicable under all Material Credit Facilities (and if no such percentage limitation is set forth in any Material Credit Facility for such purpose, such percentage limitation shall not be applicable for such purpose hereunder).

“Governmental Authority” means

(a)    the government of

(1)    the United States or any state or other political subdivision thereof, or

(2)    any other jurisdiction in which the Parent Guarantor or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Parent Guarantor or any Subsidiary, or

(b)    any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

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“Governmental Official” means any governmental official or employee, employee of any government-owned or government-controlled entity, political party, any official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity.

“Ground Lease” means a ground lease containing the following terms and conditions: (a) a remaining term (exclusive of any unexercised extension options) of 40 years or more from October 2, 2012; (b) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor; (c) the obligation of the lessor to give the holder of any mortgage Lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosures, and fails to do so; (d) reasonable transferability of the lessee’s interest under such lease, including ability to sublease; and (e) such other rights customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease.

“Guaranty,” “Guaranteed” or to “Guarantee” as applied to any obligation means and includes: (a) a guaranty (other than by endorsement of negotiable instruments for collection in the ordinary course of business), directly or indirectly, in any manner, of any part or all of such obligation, or (b) an agreement, direct or indirect, contingent or otherwise, and whether or not constituting a guaranty, the practical effect of which is to assure the payment or performance (or payment of damages in the event of nonperformance) of any part or all of such obligation whether by: (1) the purchase of securities or obligations, (2) the purchase, sale or lease (as lessee or lessor) of property or the purchase or sale of services primarily for the purpose of enabling the obligor with respect to such obligation to make any payment or performance (or payment of damages in the event of nonperformance) of or on account of any part or all of such obligation, or to assure the owner of such obligation against loss, (3) the supplying of funds to or in any other manner investing in the obligor with respect to such obligation, (4) repayment of amounts drawn down by beneficiaries of letters of credit, or (5) the supplying of funds to or investing in a Person on account of all or any part of such Person’s obligation under a Guaranty of any obligation or indemnifying or holding harmless, in any way, such Person against any part or all of such obligation.

“Hazardous Materials” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any applicable law, including asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.

“holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Issuer pursuant to Section 14.1, provided, however, that if such Person is a nominee, then for the purposes of Sections 7, 8.7, 12, 18.2 and 19 and any related definitions in this Schedule A, “holder” shall mean the beneficial owner of such Note whose name and address appears in such register.

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“Indebtedness” means, with respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all obligations of such Person in respect of money borrowed or for the deferred purchase price of property or services (excluding trade debt incurred in the ordinary course of business); (b) all obligations of such Person, whether or not for money borrowed (1) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (2) evidenced by bonds, debentures, notes or similar instruments, or (3) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or for services rendered; (c) Capitalized Lease Obligations of such Person; (d) all reimbursement obligations (contingent or otherwise) of such Person under or in respect of any letters of credit or acceptances (whether or not the same have been presented for payment); (e) all Off-Balance Sheet Obligations of such Person; (f) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Mandatorily Redeemable Stock issued by such Person or any other Person, valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) all obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement (excluding any such obligation to the extent the obligation can be satisfied by the issuance of Equity Interests (other than Mandatorily Redeemable Stock)); (h) net obligations under any Derivative Contract not entered into as a hedge against interest rate risk in respect of existing Indebtedness (which shall be deemed to have an amount equal to the Derivatives Termination Value thereof at such time but in no event shall be less than zero); and (i) all Indebtedness of other Persons which such Person has Guaranteed or is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar exceptions to non-recourse liability until such Guaranty is called upon); (j) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; and (k) such Person’s Ownership Share of the Indebtedness of any Unconsolidated Affiliate of such Person. Indebtedness of any Person shall include Indebtedness of any partnership or joint venture in which such Person is a general partner or joint venturer to the extent of such Person’s Ownership Share of such partnership or joint venture (except if such Indebtedness, or portion thereof, is recourse to such Person, in which case the greater of such Person’s Ownership Share of such Indebtedness or the amount of the recourse portion of the Indebtedness, shall be included as Indebtedness of such Person).

“INHAM Exemption” is defined in Section 6.3(e).

“Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than $2,000,000 of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.

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“Intellectual Property” is defined in Section 5.11(a).

“Interest Expense” means, with respect to a Person and for any period, (a) all paid, accrued or capitalized interest expense (other than capitalized interest funded from a construction loan interest reserve account held by another lender and not included in the calculation of cash for balance sheet reporting purposes) and interest expense attributable to Capitalized Lease Obligations of such Person, and in any event shall include all letter of credit fees and all interest expense with respect to any Indebtedness in respect of which such Person is wholly or partially liable whether pursuant to any repayment, interest carry, performance guarantee or otherwise, plus (b) to the extent not already included in the foregoing clause (a), such Person’s Ownership Share of all paid, accrued or capitalized interest expense for such period of Unconsolidated Affiliates of such Person.

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

“Issuer” is defined in the first paragraph of this Agreement.

“Lien” as applied to the property of any Person means: (a) any security interest, encumbrance, mortgage, deed to secure debt, deed of trust, assignment of leases and rents, pledge, lien, hypothecation, assignment, charge or lease constituting a Capitalized Lease Obligation, conditional sale or other title retention agreement, or other security title or encumbrance of any kind in respect of any property of such Person, or upon the income, rents or profits therefrom; (b) any arrangement, express or implied, under which any property of such Person is transferred, sequestered or otherwise identified for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person; and (c) the filing of any financing statement under the Uniform Commercial Code or its equivalent as in effect in any applicable jurisdiction, other than any unauthorized filing or precautionary filing not otherwise constituting or giving rise to a Lien, including a financing statement filed (1) in respect of a lease not constituting a Capitalized Lease Obligation pursuant to Section 9-505 (or a successor provision) of the Uniform Commercial Code or its equivalent as in effect in any applicable jurisdiction or (2) in connection with a sale or other disposition of accounts or other assets not prohibited by this Agreement in a transaction not otherwise constituting or giving rise to a Lien.

“Make-Whole Amount” is defined in Section 8.6.

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

“Material” means material in relation to the business, operations, affairs, financial condition, assets or properties of the Parent Guarantor and its Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Parent Guarantor and its Subsidiaries taken as a whole, (b) the ability of either Constituent Company to perform its obligations under this Agreement and/or the Notes, (c) the ability of the Subsidiary Guarantors, taken as a whole, to collectively perform their obligations under the Subsidiary Guaranty Agreement, or (d) the validity or enforceability of this Agreement, the Notes or the Subsidiary Guaranty Agreement.

“Material Credit Facility” means, as to the Constituent Companies and their Subsidiaries,

(a)    the Bank Credit Agreement;

(b)    the Term Loan Agreements; and

(c)    any other agreement(s) creating or evidencing indebtedness for borrowed money (excluding any Nonrecourse Indebtedness) entered into on or after the Execution Date by either Constituent Company or any Subsidiary, or in respect of which either Constituent Company or any Subsidiary is an obligor or otherwise provides a guarantee or other credit support (other than a guaranty of customary recourse exceptions) (“Credit Facility”), in a principal amount outstanding or available for borrowing equal to or greater than $50,000,000 (or the equivalent of such amount in the relevant currency of payment, determined as of the date of the closing of such facility based on the exchange rate of such other currency); and if no Credit Facility or Credit Facilities equal or exceed such amounts, then the largest Credit Facility shall be deemed to be a Material Credit Facility.

“Maturity Date” with respect to any Note is defined in the first paragraph of such Note.

“Memorandum” is defined in Section 5.3.

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“Metropolitan Statistical Area” means a Metropolitan Statistical Area as listed in Budget Bulletin No. 09-01 issued by the Executive Office of the President of the United States of America, Office of Management and Budget.

“Mortgage Receivable” means a promissory note secured by a Mortgage of which a Constituent Company or a Subsidiary is the holder and retains the rights of collection of all payments thereunder.

“Most Favored Lender Notice” means, in respect of any Additional Covenant, a written notice from the Constituent Companies giving notice of such Additional Covenant, including therein a verbatim statement of such Additional Covenant, together with any definitions incorporated therein.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“NAIC” means the National Association of Insurance Commissioners.

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

“Net Operating Income” means, for any Property and for a given period, the result of the following (without duplication and determined on a consistent basis with prior periods): (a) rents and other revenues received in the ordinary course from such Property (including proceeds from rent loss or business interruption insurance but excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ obligations for rent) minus (b) all expenses paid (excluding interest but including an appropriate accrual for property taxes and insurance) related to the ownership, operation or maintenance of such Property, including property taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Property, but specifically excluding general overhead expenses of the Issuer and its Subsidiaries and any management fees) minus (c) the greater of (1) the actual property management fee paid during such period with respect to such Property and (2) an imputed management fee in an amount equal to the greater of the actual base management fee or 3% of the gross revenues for such Property for such period.

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

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“Nonrecourse Indebtedness” means, with respect to a Person, (a) Indebtedness in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar customary exceptions to nonrecourse liability) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness, and (b) if such Person is a Single Asset Entity, any Indebtedness of such Person. For the avoidance of doubt, the parties confirm that Indebtedness of a Subsidiary that constitutes Nonrecourse Indebtedness shall not be considered to be Nonrecourse Indebtedness to the extent such Indebtedness is Guaranteed by the Parent Guarantor or another Subsidiary of the Parent Guarantor that is not an Excluded Subsidiary (except for any Guarantee of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar customary exceptions to nonrecourse liability).

“Non-U.S. Plan” means any plan, fund or other similar program that (a) is established or maintained outside the United States by the Parent Guarantor or any Subsidiary primarily for the benefit of employees of the Parent Guarantor or one or more Subsidiaries residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and (b) is not subject to ERISA or the Code.

“Notes” is defined in Section 1.

“Obligations” is defined in Section 13.1.

“Occupancy Rate” means, with respect to a Property at any time, the ratio, expressed as a percentage, of (a) net rentable square footage of such Property actually occupied by non-Affiliate tenants paying rent at rates not materially less than rates generally prevailing at the time the applicable lease was entered into, pursuant to binding leases as to which no monetary default has occurred and has continued unremedied for 30 or more days, to (b) the aggregate net rentable square footage of such Property. For purposes of this definition, a tenant shall be deemed to actually occupy a Property notwithstanding a temporary cessation of operations for renovations, repairs or other temporal reason.

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

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

“Off-Balance Sheet Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

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“Officer’s Certificate” means, with respect to any Person, a certificate of a Senior Financial Officer or of any other officer of such Person whose responsibilities extend to the subject matter of such certificate.

“Ownership Share” means, with respect to any Subsidiary of a Person (other than a Wholly-Owned Subsidiary) or any Unconsolidated Affiliate of a Person, the greater of (a) such Person’s relative nominal direct and indirect ownership interest (expressed as a percentage) in such Subsidiary or Unconsolidated Affiliate or (b) such Person’s relative direct and indirect economic interest (calculated as a percentage) in such Subsidiary or Unconsolidated Affiliate determined in accordance with the applicable provisions of the declaration of trust, articles or certificate of incorporation, articles of organization, partnership agreement, joint venture agreement or other applicable organizational document of such Subsidiary or Unconsolidated Affiliate. When determining compliance by the Constituent Companies with any financial covenant set forth in this Agreement, (1) only the Ownership Share of the Parent Guarantor or the Issuer, as applicable, of the financial attributes of a Subsidiary that is not a Wholly-Owned Subsidiary shall be included and (2) the Parent Guarantor’s Ownership Share of the Issuer shall be deemed to be 100%.

“Parent Guarantor” is defined in the first paragraph of the Agreement.

“Parent Guaranty” means the Guaranty of the Parent Guarantor set forth in Section 13.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Permitted Liens” means, with respect to any asset or property of a Person: (a)(1) Liens securing taxes, assessments and other charges or levies imposed by any Governmental Authority (excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental Laws) or (2) the claims of materialmen, mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, which, in the case of clauses (a)(1) and (a)(2), are not at the time required to be paid or discharged under Section 9.4; (b) Liens consisting of deposits or pledges made, in the ordinary course of business, in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar laws; (c) easements, zoning restrictions, rights of way and similar encumbrances (and, with respect to leasehold interests (other than leasehold interests in Eligible Properties), mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under or asserted by a landlord or owner of leased property, with or without the consent of the lessee) on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or impair the intended use thereof in any material respects and such title defects which may constitute Liens and are expressly permitted to exist with respect to an Eligible Property in accordance with clause (h) of the definition thereof; (d) leases, subleases or non-exclusive licenses granted to others not interfering with the ordinary conduct of business of such Person and otherwise permitted by the terms hereof; (e) Liens in favor of the holders of the Notes; (f) Liens securing judgments not constituting an Event of Default under Section 11(j); (g) Liens on assets to secure the performance of bids, trade contracts, leases, contracts (other than for the repayment of

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borrowed money), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (h) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s liens, liens in favor of securities intermediaries, rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained with depository institutions or securities intermediaries; (i) licenses and sublicenses of Intellectual Property granted in the ordinary course of business and not interfering in any material respect with the business of such Person; (j) Liens on insurance policies and proceeds thereof incurred in the ordinary course of business to secure premiums thereunder; and (k) other Liens on assets of either Constituent Company or any Subsidiary Guarantor to the extent not otherwise included in paragraphs (a) through (j) of this definition securing Indebtedness or other obligations in an aggregate amount not to exceed $2,500,000 at any time outstanding; provided that Liens described in the foregoing clauses (f) through (k) shall constitute Permitted Liens solely for purposes of (x) Section 5.10 and (y) Section 10.5(b) in respect of properties that are not Eligible Properties, Unencumbered Cash or Unencumbered Mortgage Receivables or direct or indirect ownership interests of the Issuer in any Person owning any Eligible Property, Unencumbered Cash or Unencumbered Mortgage Receivable.

“Permitted Negative Pledge” means (a) a Negative Pledge contained in any Material Credit Facility as in effect on the Execution Date and (b) a Negative Pledge contained in any agreement that evidences unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to, or no more restrictive than, those restrictions contained in this Agreement.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity or Governmental Authority.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Parent Guarantor or any ERISA Affiliate or with respect to which the Parent Guarantor or any ERISA Affiliate may have any liability.

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

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

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“Property” means a parcel (or group of related parcels) of real property owned or leased or operated by the Issuer, any Subsidiary of the Issuer or any Unconsolidated Affiliate of the Parent Guarantor.

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“PTE” is defined in Section 6.3(a).

“Purchaser” or “Purchasers” means each of the purchasers that has executed and delivered this Agreement to the Constituent Companies and such Purchaser’s successors and assigns (so long as any such assignment complies with Section 14.2), provided, however, that any Purchaser of a Note that ceases to be the registered holder or a beneficial owner (through a nominee) of such Note as the result of a transfer thereof pursuant to Section 14.2 shall cease to be included within the meaning of “Purchaser” of such Note for the purposes of this Agreement upon such transfer.

“Purchaser Schedule” means the Purchaser Schedule to this Agreement listing the Purchasers of the Notes and including their notice and payment information.

“QPAM Exemption” is defined in Section 6.3(d).

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

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

“Related Fund” means, with respect to any holder of any Note, any fund or entity that (a) invests in Securities or bank loans, and (b) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

“Required Holders” means at any time (a) prior to the Closing, the Purchasers and (b) on or after the Closing, the holders of more than 50% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by either Constituent Company or any of its Affiliates).

“Reserve for Replacements” means, for any period and with respect to any Property, an amount equal to the greater of (a) the aggregate square footage of all completed space of such Property times (b) $0.10 times (c) the number of days in such period divided by (d) 365. If the term Reserve for Replacements is used without reference to any specific Property, then it shall be determined on an aggregate basis with respect to all Properties and the applicable Ownership Shares of all real property of all Unconsolidated Affiliates of the Parent Guarantor.

“Responsible Officer” means, with respect to any Person, any Senior Financial Officer and any other officer of such Person with responsibility for the administration of the relevant portion of this Agreement.

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

“SEC” means the Securities and Exchange Commission of the United States.

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

“Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder from time to time in effect.

“Securities” or “Security” shall have the meaning specified in section 2(1) of the Securities Act.

“Senior Financial Officer” means, with respect to any Person, the chief financial officer, chief accounting officer, vice president of finance or treasurer of such Person.

“Significant Subsidiary” means at any time (a) during any period in which any Material Credit Facility then in existence does not include the concept of a “Significant Subsidiary” (or equivalent term) for purposes of the events of default contained in any Material Credit Facility corresponding to those set forth on paragraphs (f), (g), (h), (i) or (j) of Section 11, any Subsidiary and (b) during any other period, each Subsidiary (or group of Subsidiaries) having, individually or in the aggregate, 5% (or, if any Material Credit Facility provides for a higher or lower percentage than 5% within its corresponding definition of “Significant Subsidiary” (or equivalent term), the lowest such percentage then applicable under all Material Credit Facilities (the “Applicable Percentage”)) or more of the total assets, or 5% (or Applicable Percentage) or more of the total revenues, of the Parent Guarantor and its Subsidiaries on a consolidated basis, in either case as the consolidated total assets and consolidated total revenues of the Parent Guarantor and its Subsidiaries are reflected in the most recent annual or quarterly consolidated financial statements of the Parent Guarantor delivered pursuant to Section 7.1.

“Single Asset Entity” means a Subsidiary of the Issuer that: (a) only owns a single Property; (b) is engaged only in the business of owning, developing and/or leasing such Property; and (c) receives substantially all of its gross revenues from such Property.

“Solvent” means, when used with respect to any Person, that (a) the fair value and the fair salable value of its assets (excluding any Indebtedness due from any Affiliate of such Person) are each in excess of the fair valuation of its total liabilities (including all contingent

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liabilities computed at the amount which, in light of all facts and circumstances existing at such time, represents the amount that could reasonably be expected to become an actual and matured liability); (b) such Person is able to pay its debts or other obligations in the ordinary course as they mature; and (c) such Person has capital not unreasonably small to carry on its business and all business in which it proposes to be engaged.

“Source” is defined in Section 6.3.

“State Sanctions List” means a list that is adopted by any state Governmental Authority within the United States pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed under U.S. Economic Sanctions Laws.

“Subsidiary” means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Parent Guarantor.

“Subsidiary Guarantor” means each Subsidiary that has executed and delivered the Subsidiary Guaranty Agreement or a Subsidiary Guaranty Supplement and has not been released from the Subsidiary Guaranty Agreement pursuant to Section 9.8(b).

“Subsidiary Guaranty Agreement” is defined in Section 2.2.

“Subsidiary Guaranty Supplement” is defined in Section 9.8(a)(1).

“Substitute Purchaser” is defined in Section 22.

“SVO” means the Securities Valuation Office of the NAIC.

“Tenant Lease” means any lease entered into by the Issuer or any Subsidiary of the Issuer with respect to any portion of a Property.

“Tenant Percentage Limitation” means 20%; provided that, if any Material Credit Facility provides for a percentage limitation on the amount of “net operating income” for inclusion in “total unencumbered eligible property value” attributable to Eligible Properties leased to a single tenant or a single group of affiliated tenants that is higher or lower than 20%, then the percentage limitation herein shall be the lowest percentage limitation then applicable under all Material Credit Facilities.

“Term Loan Agreements” means (a) that certain Term Loan Agreement, dated as of May 24, 2013, by and among the Issuer, the Parent Guarantor, the lenders party thereto, Regions

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Bank, as administrative agent, and the other parties thereto and (c) that certain Term Loan Agreement dated as of November 6, 2015 by and among the Issuer, the Parent Guarantor, the lenders party thereto, SunTrust Bank, as administrative agent, and the other parties thereto.

“Total Budgeted Cost” means, with respect to a Development Property, and at any time, the aggregate amount of all costs budgeted to be paid, incurred or otherwise expended or accrued by the Issuer, a Subsidiary of the Issuer or an Unconsolidated Affiliate of the Parent Guarantor with respect to such Property to achieve an Occupancy Rate of 100%, including all amounts budgeted with respect to all of the following: (a) acquisition of land and any related improvements; (b) a reasonable and appropriate reserve for construction interest; (c) a reasonable and appropriate operating deficit reserve; (d) tenant improvements; (e) leasing commissions and (f) other hard and soft costs associated with the development or redevelopment of such Property. With respect to any Property to be developed in more than one phase, the Total Budgeted Cost shall exclude budgeted costs (other than costs relating to acquisition of land and related improvements) to the extent relating to any phase for which (1) construction has not yet commenced and (2) a binding construction contract has not been entered into by the Issuer, any Subsidiary of the Issuer or any Unconsolidated Affiliate of the Parent Guarantor, as the case may be.

“Total Market Value” means, at a given time, the sum (without duplication) of all of the following of the Parent Guarantor and its Subsidiaries determined on a consolidated basis: (a) in the case of Properties owned or leased by a Constituent Company or a Subsidiary for the entire period of four consecutive fiscal quarters most recently ended, the Net Operating Income for such Property for the fiscal quarter most recently ending multiplied by 4, divided by the Capitalization Rate; (b) in the case of Properties acquired during the period of four consecutive fiscal quarters most recently ended, the purchase price paid by a Constituent Company or a Subsidiary for such Property exclusive of (1) closing and other transaction costs and (2) any amounts paid by such Constituent Company or such Subsidiary as a purchase price adjustment, to be held in escrow, to be retained as a contingency reserve, or other similar amounts; and (c) the GAAP book value of all other tangible assets of the Parent Guarantor and its Subsidiaries. The Parent Guarantor’s Ownership Share of assets held by its Unconsolidated Affiliates will be included in Total Market Value calculations consistent with the above described treatment for assets owned by the Parent Guarantor and its Subsidiaries. For purposes of determining Total Market Value, Net Operating Income from Properties disposed of by either Constituent Company or any Subsidiary during the immediately preceding period of four consecutive fiscal quarters of the Parent Guarantor shall be excluded to the extent included in clause (a) above.

“Total Outstanding Indebtedness” means, as of a given date, the aggregate principal amount of all Indebtedness of the Parent Guarantor and its Subsidiaries determined on a consolidated basis.

“Total Unencumbered Eligible Property Value” means, with respect to Eligible Properties as of any measurement date, the sum (without duplication) of the following: (a) with respect to Eligible Properties which have been owned as of the measurement date for not less than four full consecutive calendar quarters, an amount equal to (1)(i) Net Operating Income for all such Eligible Properties for the immediately preceding four consecutive calendar quarters as of the measurement date minus (ii) Reserves for Replacements for such Eligible Properties to the

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extent any Tenant Lease thereof is not a Triple Net Lease divided by (2) the Capitalization Rate; (b) with respect to Eligible Properties which have been owned for less than four full consecutive calendar quarters as of the measurement date, an amount equal to the purchase price paid by the Parent Guarantor or any of its Subsidiaries for such Property exclusive of (1) closing and other transaction costs and (2) any amounts paid by the Parent Guarantor or such Subsidiary as a purchase price adjustment, to be held in escrow, to be retained as a contingency reserve, or other similar amounts. For purposes of this definition, (w) to the extent that the Net Operating Income attributable to Eligible Properties leased to a single tenant or a single group of affiliated tenants would exceed the applicable Tenant Percentage Limitation, such excess shall be excluded; (x) to the extent the amount of the Net Operating Income attributable to Eligible Properties located in the same Metropolitan Statistical Area would exceed the applicable Geographical Percentage Limitation, such excess shall be excluded; (y) to the extent the amount of the Net Operating Income attributable to Eligible Properties located in the same State or in the District of Columbia would exceed the applicable Geographical Percentage Limitation, such excess shall be excluded; and (z) to the extent the amount of the Net Operating Income attributable to Eligible Properties that are used for the same use as convenience stores, restaurants, medical offices, retail, industrial or specialty office would exceed the Type of Usage Percentage Limitation, such excess shall be excluded.

“Total Unsecured Indebtedness” means, as of a given date, the aggregate principal amount of all Indebtedness of the Parent Guarantor and its Subsidiaries that is not Secured Indebtedness, determined on a consolidated basis.

“Triple Net Lease” means a lease by a single tenant of a Property under which the tenant is responsible for real estate taxes and assessments, repairs and maintenance (except for major structural repairs), insurance, capital expenditures and other expenses relating to such Property.

“Type of Usage Percentage Limitation” means 50%; provided that, if any Material Credit Facility provides for a percentage limitation on the amount of “net operating income” for inclusion in “total unencumbered eligible property value” attributable to convenience stores, restaurants, medical offices, retail, industrial or specialty office operated on the Eligible Properties that is higher or lower than 50%, then the percentage limitation herein shall be the lowest percentage limitation then applicable under all Material Credit Facilities (and if no such percentage limitation is set forth in any Material Credit Facility for such purpose, such percentage limitation shall not be applicable for such purpose hereunder).

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

“Unencumbered Cash” means, at any time, cash and cash equivalents which satisfy all of the following requirements: (a) such cash and cash equivalents are owned by the Issuer or a Wholly-Owned Subsidiary of the Issuer; (b) regardless of whether cash and cash equivalents are owned by the Issuer or a Wholly-Owned Subsidiary of the Issuer, the Issuer has the right directly, or indirectly through a Wholly-Owned Subsidiary, to take the following actions without

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the need to obtain the consent of any Person: (1) to create Liens on such cash and cash equivalents as security for Indebtedness of the Issuer or such Subsidiary, as applicable; and (2) to sell, transfer or otherwise dispose of such cash and cash equivalents; and (c) neither cash and cash equivalents, nor to the extent such cash and cash equivalents are owned by a Wholly-Owned Subsidiary, any of the Issuer’s direct or indirect ownership interest in such Wholly-Owned Subsidiary, is subject to (1) any Lien other than Permitted Liens or (2) any Negative Pledge not permitted under Section 10.5(a). Unencumbered Cash shall cease to be Unencumbered Cash if at any time such cash and cash equivalents shall for any reason be excluded as “unencumbered cash” under any Material Credit Facility.

“Unencumbered Mortgage Receivable” means, at any time, a Mortgage Receivable which satisfies all of the following requirements: (a) such Mortgage Receivable is owned by the Issuer or a Wholly-Owned Subsidiary of the Issuer; (b) regardless of whether such Mortgage Receivable is owned by the Issuer or a Wholly-Owned Subsidiary of the Issuer, the Issuer has the right directly, or indirectly through a Subsidiary, to take the following actions without the need to obtain the consent of any Person: (1) to create Liens on such Mortgage Receivable as security for Indebtedness of the Issuer or such Wholly-Owned Subsidiary, as applicable; and (2) to sell, transfer or otherwise dispose of such Mortgage Receivable; (c) neither such Mortgage Receivable, nor if such Mortgage Receivable is owned by a Wholly-Owned Subsidiary, any of the Issuer’s direct or indirect ownership interest in such Wholly-Owned Subsidiary, is subject to (1) any Lien other than Permitted Liens or (2) any Negative Pledge not permitted under Section 10.5(a); (d) the property encumbered by the Lien securing such Mortgage Receivable has been developed for office, retail or industrial use; (e) the Lien securing such Mortgage Receivable is a first priority Lien; and (f) no obligor or guarantor of such Mortgage Receivable is (1) subject to any proceeding under Debtor Relief Laws or (2) more than 60 days past due on any payment obligation to the Issuer or any of its Subsidiaries in respect of such Mortgage Receivable. An Unencumbered Mortgage Receivable shall cease to be an Unencumbered Mortgage Receivable if at any time such promissory note shall for any reason be excluded as an “unencumbered mortgage receivable” under any Material Credit Facility.

“United States” or “U.S.” means the United States of America.

“United States Person” has the meaning set forth in Section 7701(a)(30) of the Code.

“USA PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder from time to time in effect.

“U.S. Economic Sanctions Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act and any other OFAC Sanctions Program.

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“Wholly-Owned Subsidiary” means, at any time, any Subsidiary all of the Equity Interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Parent Guarantor and the Parent Guarantor’s other Wholly-Owned Subsidiaries at such time.

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FORM OF NOTE

BROADSTONE NET LEASE, LLC

4.84% Guaranteed Senior Notes due April 18, 2027

No. R-	, 20
$	PPN: 11134# AA0

FOR VALUE RECEIVED, the undersigned, BROADSTONE NET LEASE, LLC (herein called the “Issuer”), a limited liability company organized and existing under the laws of the State of New York, hereby promises to pay to                     , or registered assigns, the principal sum of                      DOLLARS (or so much thereof as shall not have been prepaid) on April 18, 2027 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 4.84% per annum from the date hereof, payable semiannually, on the 18th day of April and October in each year, commencing with the April 18th or October 18th next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (1) on any overdue payment of interest and (2) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 6.84% or (ii) 2.00% over the rate of interest publicly announced by the principal office of JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States at JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Issuer shall have designated by written notice to the holder of this Note as provided in the Note and Guarantee Agreement referred to below.

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note and Guaranty Agreement dated as of March 16, 2017 (as from time to time amended, the “Note and Guaranty Agreement”) between the Issuer, Broadstone Net Lease, Inc., a corporation organized and existing under the laws of the State of Maryland, and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 21 of the Note and Guaranty Agreement and (ii) made the representation set forth in Section 6.3 of the Note and Guaranty Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note and Guaranty Agreement.

This Note is a registered Note and, as provided in the Note and Guaranty Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized

SCHEDULE 1

(to Note and Guaranty Agreement)

in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuer may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Issuer will not be affected by any notice to the contrary.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note and Guaranty Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note and Guaranty Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Issuer and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

BROADSTONE NET LEASE, LLC
By
	Its

S-1-2

FORM OF OPINION OF SPECIAL COUNSEL

FOR THE CONSTITUENT COMPANIES AND THE SUBSIDIARY GUARANTORS

(See Attached)

SCHEDULE 4.4(a)

(to Note and Guaranty Agreement)

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309-3424

404-881-7000

Fax: 404-253-8269

www.alston.com

April 18, 2017

To each of the Persons listed

on Annex I attached hereto

Re: Broadstone Net Lease, LLC/Broadstone Net Lease, Inc.

Ladies and Gentlemen:

We have acted as special counsel to Broadstone Net Lease, LLC, a New York limited liability company (the “Issuer”) and Broadstone Net Lease, Inc., a Maryland corporation (the “Parent Guarantor”; the Issuer and the Parent Guarantor referred to collectively as the “Constituent Companies”)) and the Subsidiaries of the Issuer set forth on Annex II attached hereto (the “Subsidiary Guarantors” and individually, a “Subsidiary Guarantor”) in connection with the issuance of the 4.84% Guaranteed Senior Notes due April 18, 2027 under and pursuant to that certain Note and Guaranty Agreement dated as of March 16, 2017 (the “Note Agreement”), among the Constituent Companies, on the one hand, and the Purchasers (as defined below), on the other hand. Capitalized terms used herein and not defined herein shall have the respective meanings given such terms in the Note Agreement.

This opinion is being delivered to the purchasers of the Notes listed on Annex I attached hereto, (collectively, the “Purchasers”) pursuant to Section 4.4(a) of the Note Agreement.

In connection with this opinion, we have examined originals or copies of the following documents:

(a)    the Note Agreement;

(b)    the Subsidiary Guaranty Agreement executed and delivered by the Subsidiary Guarantors; and

(c)    the 4.84% Guaranteed Senior Notes due April 18, 2027, in the aggregate principal amount of $150,000,000 (the “Notes”), each dated the date hereof issued by the Issuer.

The documents referenced in clauses (a) through (c), inclusive, above are hereinafter referred to collectively as the “Transaction Documents”. The Issuer, the Parent Guarantor and the Subsidiary Guarantors are sometimes referred to herein as the “Obligors” and each as an “Obligor”.

Atlanta • Brussels • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Washington, D.C.

4.4(a) - 1

April 18, 2017

Page 2

As to certain factual matters relevant to this opinion letter, we have relied conclusively on certificates and statements of officers of the Obligors, certificates of public officials, and upon the representations and warranties contained in the Note Agreement. Except to the extent expressly set forth herein, we have made no independent investigations with regard thereto, and, accordingly, we do not express any opinion or belief as to matters that might have been disclosed by independent verification.

In making the examinations described above and in rendering the opinions expressed below, we have assumed the following:

(a)    the genuineness of all signatures;

(b)    the legal capacity of natural persons;

(c)    the authenticity of all documents submitted to us as originals;

(d)    the conformity to original documents of all documents submitted to us as certified, conformed, telefacsimile, electronic or photostatic copies and the authenticity of the originals of such documents;

(e)    the due authorization, execution and delivery of the Transaction Documents by all of the parties thereto (including the Obligors);

(f)    the Transaction Documents are enforceable against all parties thereto (other than the Obligors);

(g)    all parties to the Transaction Documents (including the Obligors) have the full power, authority and legal right to perform their respective obligations under the Transaction Documents;

(h)    all representations and warranties made by the Obligors in the Transaction Documents are true and correct as to factual matters;

(i)    there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence in connection with the documents examined by us;

(j)    the terms of the Note Agreement have not been amended, modified, supplemented or qualified directly or indirectly by any other agreements or understandings (written or oral) of the parties thereto, or by any course of dealing or trade custom or usage, in any manner affecting the opinions expressed herein;

(k)    the delivery of copies of signatures by facsimile, email or other electronic means shall be equally effective as delivery of an original executed signature; and

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April 18, 2017

Page 3

(l)    to the extent applicable law requires that the Purchasers act in accordance with duties of good faith and fair dealing, in a commercially reasonable manner, or otherwise in compliance with applicable legal requirements (including, without limitation, federal and state securities laws) in exercising their respective rights and remedies under the Transaction Documents, the Purchasers will fully comply with such legal requirements, notwithstanding any provisions of the Transaction Documents that purport to grant any of the Purchasers the right to act or fail to act in a manner contrary to such legal requirements, or based on its sole judgment or in its sole discretion or provisions of similar import.

Based on the foregoing, and subject to all of the assumptions, qualifications and limitations set forth herein, we are of the opinion that:

1. The Note Agreement and the Notes being delivered on the date hereof constitute the legal, valid and binding contracts of the Issuer enforceable in accordance with their respective terms.

2. The Note Agreement constitutes the legal, valid and binding contract of the Parent Guarantor enforceable in accordance with its terms.

3. The Subsidiary Guaranty Agreement constitutes the legal, valid and binding contract of each Subsidiary Guarantor enforceable in accordance with its terms.

4. No approval, consent or withholding of objection on the part of, or filing, registration or qualification with, any Governmental Authority of the United States or the State of New York is necessary in connection with the execution, delivery or performance (a) by the Issuer of the Note Agreement or the Notes, (b) by the Parent Guarantor of the Note Agreement or (c) by any Subsidiary Guarantor of the Subsidiary Guaranty Agreement.

5. The issuance and sale of the Notes and the execution, delivery and performance by the Issuer of the Note Agreement do not (i) conflict with any law, rule or regulation of any Governmental Authority of the United States or the State of New York or (ii) conflict with or result in any breach of any of the provisions of or constitute a default under or result in the creation or imposition of any Lien upon any of the property of the Issuer pursuant to any agreement or other instrument listed on Annex III attached hereto (herein, a “Material Debt Agreement”).

6. The execution, delivery and performance by the Parent Guarantor of the Note Agreement do not (i) conflict with any law, rule or regulation of any Governmental Authority of the United States or the State of New York or conflict

4.4(a) - 3

April 18, 2017

Page 4

with or result in any breach of any of the provisions of or (ii) constitute a default under or result in the creation or imposition of any Lien upon any of the property of the Parent Guarantor pursuant to the provisions of any Material Debt Agreement.

7. The execution, delivery and performance by each Subsidiary Guarantor of the Subsidiary Guaranty Agreement do not (i) conflict with any law, rule or regulation of any Governmental Authority of the United States or the State of New York or (ii) conflict with or result in any breach of any of the provisions of or constitute a default under or result in the creation or imposition of any Lien upon any of the property of any Subsidiary Guarantor pursuant to the provisions of any Material Debt Agreement.

8. Neither the issuance, sale or delivery of the Notes under the circumstances contemplated by the Note Agreement nor the execution and delivery of the Subsidiary Guaranty Agreement, under existing law, require the registration of the Notes or the Subsidiary Guaranty Agreement under the Securities Act or the qualification of an indenture under the Trust Indenture Act of 1939, as amended.

9. Neither Constituent Company nor any Subsidiary Guarantor is an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

10. The issuance of the Notes and the use of the proceeds of the sale of the Notes in accordance with the provisions of and contemplated by the Note Agreement do not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System.

Our opinions are subject to the following further exceptions, qualifications and limitations:

(a)    The enforceability of the Transaction Documents, the obligations of the Obligors, and the availability of certain rights and remedial provisions provided for in the Transaction Documents are subject to the effects of (i) bankruptcy, fraudulent conveyance or fraudulent transfer, insolvency, reorganization, moratorium, liquidation, conservatorship, and similar laws, and limitations imposed under judicial decisions, related to or affecting creditors’ rights and remedies generally, (ii) general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law, and principles limiting the availability of the remedy of specific performance, (iii) concepts of good faith, fair dealing, materiality and reasonableness, (iv) impracticability or impossibility of performance, (v) the effect of obstruction or failure to perform or otherwise act in accordance with an agreement by any person other than the Obligors, (vi) unconscionability and (vii) the possible unenforceability under certain circumstances or provisions providing for indemnification or contribution that are contrary to public policy.

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April 18, 2017

Page 5

(b)    We express no opinion with respect to the possible unenforceability of provisions that determinations by a party or a party’s designee are conclusive.

(c)    We express no opinion as to the enforceability of cumulative remedies to the extent such cumulative remedies purport to or would have the effect of compensating the party entitled to the benefits thereof in amounts in excess of the actual loss suffered by such party.

(d)    Notwithstanding certain language of the Transaction Documents, the Purchasers may be limited in recovery of fees, costs and expenses to recovering only reasonable attorneys’ fees and legal expenses and only reasonable costs as then determined by a court of competent jurisdiction.

(e)    We express no opinion as to the validity, binding effect, or enforceability of any provision in any Transaction Document relating to (i) indemnification, contribution or exculpation in connection with violations of applicable laws, statutory duties or public policy, or in connection with willful, reckless or unlawful acts or gross negligence of the indemnified or exculpated party or the party receiving contribution including, but not limited to, any indemnification provision for any violation of the securities laws, or (ii) exculpation of any party in connection with its own negligence, the enforcement of which a court would determine in the circumstances to be unfair or insufficiently explicit or contrary to public policy.

(f)    We express no opinion as to requirements in the Transaction Documents specifying (i) that provisions thereof may only be waived in writing or may not be valid, binding or enforceable to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created modifying any provision of such documents, (ii) a delay in taking action may not constitute a waiver of related rights or provisions, or (iii) that one or more waivers may not under certain circumstances constitute a waiver of other matters of the same kind.

(g)    We express no opinion as to the enforceability of any provision of a Transaction Document that has the purported effect of (i) waiving statutes of limitation, marshaling of assets or similar requirements, (ii) consenting to or waiving objections to the jurisdiction of certain courts other than provided in the laws of the State of New York, (iii) consenting to or waiving the venue or forum for judicial actions other than provided in the laws of the state of New York, (iv) purporting to grant any court exclusive jurisdiction, (v) the reimbursement of costs and expenses incurred by any Purchaser for the defense of any claim or proceeding that does not ultimately prevail, or (vi) waiving the right to trial by jury.

(h)    We express no opinion as to the enforceability of any provision of a Transaction Document purporting to (i) permit the exercise, under certain circumstances, of rights or

4.4(a) - 5

April 18, 2017

Page 6

remedies without notice or without providing opportunity to cure failures to perform, (ii) grant rights of setoff otherwise than in accordance with applicable law and (iii) require a waiver of defenses, setoffs, or counterclaims against the Purchasers.

(i)    We express no opinion with respect to any provisions of the Transaction Documents relating to any power of attorney or purporting to appoint any Purchaser or any agent of a Purchaser as attorney-in-fact or agent for any party thereto.

(j)    We express no opinion as to Section 23.3 of the Note Agreement or Section 8(c) of the Subsidiary Guaranty Agreement to the extent a severed provision is deemed by a court to be material.

(k)    We express no opinion as to the applicability or effect of compliance or non-compliance by any Purchaser with any state, federal or other laws applicable to such Purchaser or to the transactions contemplated by the Transaction Documents because of the nature of such Purchaser’s business, including its legal or regulatory status.

(l)    We express no opinion with respect to any consent, approval, authorization, or other action by or filing with any Governmental Authority that might be required, or any violation of constitutional provision, statute, regulation, rule or order applicable to any Obligor, because of the specific type of business in which any Obligor engages.

(m)    Our opinions are subject to the qualifications that (i) we render no opinion as to the availability of self-help remedies or any other remedy under the Transaction Documents within the discretion of any court or which may otherwise be limited by the laws of the State of New York and (ii) we render no opinion as to the validity or enforceability of any provisions of the Transaction Documents whereby any party thereto purports to or attempts to waive any rights guaranteed by the Constitution of the United States or of the State of New York.

(n)    We express no opinion regarding the possible unenforceability of provisions purporting to require arbitration of disputes.

(o)    We express no opinion as to the enforceability of any provision of a Transaction Document imposing increased interest rates or late payment charges upon delinquency in payment or other default or providing for liquidated damages or for premiums on prepayment, acceleration, or termination, to the extent any such provisions are deemed by a court to be penalties or forfeitures.

(p)    We express no opinion as to provisions of the Subsidiary Guaranty purporting to waive certain rights of guarantors.

(q)    We express no opinion with respect to the effect of laws requiring mitigation of damages.

4.4(a) - 6

April 18, 2017

Page 7

(r)    We express no opinion as to the enforceability of provisions prohibiting or restricting the solicitation or acceptance of customers, business relationships or employees, or the use or disclosure of information or other activities in restraint of trade.

(s)    In rendering the opinion set forth in paragraph 10 above, we have assumed that the Issuer will use the proceeds of the Notes as set forth in the Memorandum.

(t)    Our opinions are limited to those laws that in our experience normally would be applicable to the Obligors as a result of their engaging in the transactions contemplated by the Transaction Documents.

(u)    The following matters, including their effects and the effects of noncompliance, are not covered by implication or otherwise in any opinion expressed herein: (a) any statutes, administrative decisions, ordinances, rules or regulations of any county, municipality or other political subdivision of any state, (b) antitrust and unfair competition law, (c) securities law (except as set forth in paragraphs 4, 8 and 10 above), (d) fiduciary obligations, (e) pension and employee benefit law (e.g., ERISA), (f) fraudulent transfer law, (g) environmental law, (h) land use and subdivision law, (i) Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (j) Exon-Florio Amendment under the Omnibus Trade and Competitiveness Act of 1988, (k) bulk transfer law, (l) tax law, (m) patent, copyright, trademark and other intellectual property law, (n) racketeering law (e.g., RICO), (o) criminal statutes of general application (e.g., mail fraud and wire fraud), (p) occupational health and safety law (e.g., OSHA), (q) labor law, and (r) law concerning national or local emergency.

In connection with certain of the assumptions set forth above, including those regarding the due authorization, execution and delivery by the Obligors of the Transaction Documents and the corporate or other organizational power of the Obligors regarding same, we understand the Purchasers will be relying upon an opinion of Tones Vaisey LLC dated the date hereof. We have not independently reviewed or confirmed the accuracy or correctness of such opinion.

We are members, among other non-applicable jurisdictions, of the Bar of the State of New York and, except as set forth below, we express no opinion as to the laws of any jurisdictions other than the federal laws of the United States and the laws of the State of New York. We express no opinion as to the laws of any other state or jurisdiction other than as set forth above.

This opinion letter is limited to the matters stated herein and no opinion may be implied or inferred beyond those opinions expressly stated. Opinions rendered herein are as of the date hereof, and we make no undertaking and expressly disclaim any duty to supplement such opinions if, after the date hereof, facts and circumstances come to our attention or changes in the law occur which could affect such opinions.

4.4(a) - 7

April 18, 2017

Page 8

We acknowledge that this opinion is being issued at the request of the Issuer pursuant to Section 4.4 of the Note Agreement and we agree that the Purchasers may rely and are relying hereon in connection with the consummation of the transactions contemplated by the Note Agreement. Subsequent holders of the Notes may rely on this opinion as if it were specifically addressed to them (subject to the immediately preceding paragraph hereof). Schiff Hardin LLP, special counsel to the Purchasers, may rely on this opinion for the sole purpose of rendering their opinion to be rendered pursuant to Section 4.4(b) of the Note Agreement.

Very truly yours,
ALSTON & BIRD LLP
By:
	A Partner

4.4(a) - 8

ANNEX I

TO LEGAL OPINION OF ALSTON & BIRD LLP

List of Purchasers

1. Teachers Insurance and Annuity Association of America

2. Massachusetts Mutual Life Insurance Company

3. MassMutual Asia Limited

4. Banner Life Insurance Company

5. New York Life Insurance Company

6. New York Life Insurance and Annuity Corporation

7. New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 3-2)

8. New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 3)

9. The Bank of New York Mellon, a banking corporation organized under the laws of New York, not in its individual capacity but solely as Trustee under that certain Trust Agreement dated as of July 1^st, 2015 between New York Life Insurance Company, as Grantor, John Hancock Life Insurance Company (U.S.A.), as Beneficiary, John Hancock Life Insurance Company of New York, as Beneficiary, and The Bank of New York Mellon, as Trustee

10. The Prudential Insurance Company of America

11. The Gibraltar Life Insurance Co., Ltd.

12. The Guardian Life Insurance Company of America

13. United of Omaha Life Insurance Company

14. Modern Woodmen of America

15. Assurity Life Insurance Company

16. Americo Financial Life & Annuity Insurance Company

4.4(a) - 9

ANNEX II

TO LEGAL OPINION OF ALSTON & BIRD LLP

List of Subsidiary Guarantors:

Broadstone 2020EX Texas, LLC

Broadstone AC Wisconsin, LLC

Broadstone AFD Georgia, LLC

Broadstone AI Michigan, LLC

Broadstone APLB Minnesota, LLC

Broadstone APLB Sarasota, LLC

Broadstone APLB SC, LLC

Broadstone APLB Utah, LLC

Broadstone APLB Virginia, LLC

Broadstone APLB Wisconsin, LLC

Broadstone APM Florida, LLC

Broadstone ASDCW Texas, LLC

Broadstone ASH Arkansas, LLC

Broadstone AVF Michigan, LLC

Broadstone BB Portfolio, LLC

Broadstone BEC Texas, LLC

Broadstone BEF Portfolio, LLC

Broadstone BFC Maryland, LLC

Broadstone BFW Minnesota, LLC

Broadstone BK Emporia, LLC

Broadstone BK Virginia, LLC

Broadstone BNR Arizona, LLC

Broadstone BT South, LLC

Broadstone BW Appalachia, LLC

Broadstone BW Arkansas, LLC

Broadstone BW Texas, LLC

Broadstone BW Wings South, LLC

Broadstone Cable, LLC

Broadstone CC Austin, LLC

Broadstone CC Portfolio, LLC

Broadstone CHR Illinois, LLC

Broadstone CI West, LLC

Broadstone DHCP VA AL, LLC

Broadstone EA Ohio, LLC

Broadstone EO Birmingham I, LLC

Broadstone EO Birmingham II, LLC

Broadstone EWD Illinois, LLC

4.4(a) - 10

Broadstone FC Portage, LLC

Broadstone FDT Wisconsin, LLC

Broadstone FHS Texas, LLC

Broadstone Filter, LLC

Broadstone FIT Florida, LLC

Broadstone FMFP Texas B2, LLC

Broadstone FMFP Texas B3, LLC

Broadstone FP, LLC

Broadstone GC Kentucky, LLC

Broadstone GCSC Florida, LLC

Broadstone HLC Midwest, LLC

Broadstone IELC Texas, LLC

Broadstone IS Houston, LLC

Broadstone JFR Portfolio, LLC

Broadstone KNG Oklahoma, LLC

Broadstone Kinston, LLC

Broadstone LGC Northeast, LLC

Broadstone LW PA, LLC

Broadstone MCW Wisconsin, LLC

Broadstone MD Oklahoma, LLC

Broadstone MED Florida, LLC

Broadstone MFEC Florida, LLC

Broadstone MHH Michigan, LLC

Broadstone MV Portfolio, LLC

Broadstone NDC Fayetteville, LLC

Broadstone NF Minnesota, LLC

Broadstone NI North Carolina, LLC

Broadstone NIC Pennsylvania, LLC

Broadstone NSC Texas, LLC

Broadstone OP Ohio, LLC

Broadstone PC Michigan, LLC

Broadstone PCSC Texas, LLC

Broadstone Pearl, LLC

Broadstone Pearl FL TX, LLC

Broadstone Pearl Virginia, LLC

Broadstone PP Arkansas, LLC

Broadstone PY Cincinnati, LLC

Broadstone RA California, LLC

Broadstone RCS Texas, LLC

Broadstone Renal Tennessee, LLC

Broadstone RL Portfolio, LLC

Broadstone RM Missouri, LLC

4.4(a) - 11

Broadstone Roller, LLC

Broadstone RTC Portfolio, LLC

Broadstone SC Elgin, LLC

Broadstone SC Illinois, LLC

Broadstone SF Minnesota, LLC

Broadstone SNC OK TX, LLC

Broadstone SNI East, LLC

Broadstone SNI Greenwich, LLC

Broadstone SOE Raleigh, LLC

Broadstone SPS Utah, LLC

Broadstone SSH California, LLC

Broadstone STI Minnesota, LLC

Broadstone STS California, LLC

Broadstone TA Tennessee, LLC

Broadstone TB Jacksonville, LLC

Broadstone TB Northwest, LLC

Broadstone TB Ozarks, LLC

Broadstone TB Southeast, LLC

Broadstone TB TN, LLC

Broadstone TR Florida, LLC

Broadstone TS Portfolio, LLC

Broadstone WI Alabama LLC

Broadstone WI Appalachia, LLC

Broadstone WI East, LLC

Broadstone WI Great Plains, LLC

GRC LI TX, LLC

NWR Realty LLC

TB Tampa Real Estate, LLC

4.4(a) - 12

ANNEX III

TO LEGAL OPINION OF ALSTON & BIRD LLP

Material Debt Agreements

1. Credit Agreement dated as of October 2, 2012 by and among Issuer, the Parent Guarantor, the Lenders, Agents and Arrangers named therein, and Manufacturers and Traders Trust Company, as Administrative Agent, as the same has been amended pursuant to a First Amendment dated as of June 27, 2014, a Second Amendment dated as of December 11, 2014, a Third Amendment dated as of November 6, 2015, a Fourth Amendment dated as of June 30, 2016 and a Fifth Amendment dated as of December 23, 2016.

2. Term Loan Agreement dated as of May 24, 2013 by and among the Issuer, the Parent Guarantor, the Lenders and Arrangers named therein and Regions Bank, as Administrative Agent, as the same has been amended pursuant to a First Amendment dated as of October 11, 2013, a Second Amendment dated as of November 6, 2015, a Third Amendment dated as of June 30, 2016 and a Fourth Amendment dated as of December 23, 2016.

3. Term Loan Agreement dated as of November 6, 2015 by and among Issuer, the Parent Guarantor, the Lenders, Agents and Arrangers named therein, and SunTrust Bank, as Administrative Agent, as the same has been amended pursuant to the First Amendment dated as of June 30, 2016 and a Second Amendment dated as of December 23, 2016.

4.4(a) - 13

April 18, 2017

To each of the Persons listed

on Annex I attached hereto

Re: Broadstone Net Lease, LLC/Broadstone Net Lease, Inc.

Ladies and Gentlemen:

We serve as principal outside counsel to Broadstone Net Lease, LLC, a New York limited liability company (the “Issuer”), and Broadstone Net Lease, Inc., a Maryland corporation (the “Parent Guarantor”; the Issuer and the Parent Guarantor; referred to collectively as the “Constituent Companies”), and the Subsidiaries of the Issuer set forth on Annex II attached hereto (the “Subsidiary Guarantors” and individually, a “Subsidiary Guarantor”) in connection with the issuance of the 4.84% Guaranteed Senior Notes due April 18, 2027 under and pursuant to that certain Note and Guaranty Agreement dated as of March 16, 2017 (the “Note Agreement”), among the Constituent Companies, on one hand, and the Purchasers (as defined below), on the other hand. Capitalized terms used herein and not defined herein shall have the respective meanings given such terms in the Note Agreement.

This opinion is being delivered to the purchasers of the Notes listed on Annex I attached hereto (collectively, the “Purchasers”) pursuant to Section 4.4(a) of the Note Agreement.

In connection with this opinion, we have examined originals or copies of the following documents:

(a) the Note Agreement;

(b)    the Subsidiary Guaranty Agreement executed and delivered by the Subsidiary Guarantors; and

(c)    the 4.84% Guaranteed Senior Notes due April 18, 2027, in the aggregate principal amount of $150,000,000 (the “Notes”), each dated the date hereof issued by the Issuer.

The documents referenced in clauses (a) through (c), inclusive, above are hereinafter referred to collectively as the “Transaction Documents”. The Issuer, the Parent Guarantor and the Subsidiary Guarantors are sometimes referred to herein as the “Obligors” and each as an “Obligor”.

TONES VAISEY, PLLC, 155 Clinton Square, Rochester, NY 14604

Phone: 585.287.6530 | Fax: 585.486.1772 | info@tonesvaisey.com

4.4(a) - 14

April 18, 2017

Page 15

As to certain factual matters relevant to this opinion letter, we have relied conclusively on certificates and statements of officers of the Obligors, on certificates of public officials, statements in the organizational documents of the Obligors, and upon the representations and warranties contained in the Note Agreement. Except to the extent expressly set forth herein, we have made no independent investigations with regard thereto, and, accordingly, we do not express any opinion or belief as to matters that might have been disclosed by independent verification.

In making the examinations described above and in rendering the opinions expressed below, we have assumed the following:

(a)    the genuineness of all signatures (other than signatures of the Obligors);

(b)    the legal capacity of natural persons;

(c)    the authenticity of all documents submitted to us as originals;

(d)    each document or certificate, including those from public officials, submitted to us for review or reliance is accurate, complete, and correct;

(e)    the conformity to original documents of all documents submitted to us as certified, conformed, telefacsimile, electronic or photostatic copies and the authenticity of the originals of such documents;

(f)    the due authorization, execution and delivery of the Transaction Documents by all of the parties thereto (other than the Obligors);

(g)    the Transaction Documents are enforceable against all parties thereto (including the Obligors);

(h)    all parties to the Transaction Documents (other than the Obligors) have the full power, authority and legal right to perform their respective obligations under the Transaction Documents;

(i)    all representations and warranties made by the Obligors in the Transaction Documents are true and correct as to factual matters;

(j)    there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence in connection with the documents examined by us;

4.4(a) - 15

April 18, 2017

Page 16

(k)    the terms of the Note Agreement have not been amended, modified, supplemented or qualified directly or indirectly by any other agreements or understandings (written or oral) of the parties thereto, or by any course of dealing or trade custom or usage, in any manner affecting the opinions expressed herein;

(l)    the delivery of copies of signatures by facsimile, email or other electronic means shall be equally effective as delivery of an original executed signature; and

(m)    to the extent applicable law requires that the Purchasers act in accordance with duties of good faith and fair dealing, in a commercially reasonable manner, or otherwise in compliance with applicable legal requirements (including, without limitation, federal and state securities laws) in exercising their respective rights and remedies under the Transaction Documents, the Purchasers will fully comply with such legal requirements, notwithstanding any provisions of the Transaction Documents that purport to grant any of the Purchasers the right to act or fail to act in a manner contrary to such legal requirements, or based on its sole judgment or in its sole discretion or provisions of similar import.

Based on the foregoing, and subject to all of the assumptions, qualifications and limitations set forth herein, we are of the opinion that:

1. The Issuer is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of New York, has the limited liability company power and authority to execute and perform the Note Agreement and to issue the Notes and has the full limited liability company power and authority to conduct the activities in which it is now engaged.

2. The Parent Guarantor is a corporation, duly organized, validly existing and in good standing under the laws of the State of Maryland, has the corporate power and authority to execute and perform the Note Agreement and has the full corporate power and authority to own its properties and to conduct the activities in which it is now engaged.

3. Each Subsidiary Guarantor is a limited liability company or other business entity duly organized or formed, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization or formation, has the limited liability company or other power and authority to execute and perform the Subsidiary Guaranty Agreement and has the limited liability company or other power and authority to conduct the activities in which it is now engaged.

4. The Note Agreement and the Notes being delivered on the date hereof have been duly authorized by all necessary limited liability company action on the part of the Issuer and have been duly executed and delivered by the Issuer.

5. The Note Agreement has been duly authorized by all necessary corporate action on the part of the Parent Guarantor and has been duly executed and delivered by the Parent Guarantor.

4.4(a) - 16

April 18, 2017

Page 17

6. The Subsidiary Guaranty Agreement has been duly authorized by all necessary limited liability company or other action on the part of each Subsidiary Guarantor and has been duly executed and delivered by each Subsidiary Guarantor.

7. The issuance and sale of the Notes and the execution, delivery and performance by the Issuer of the Note Agreement do not: (a) violate the provisions of its organizational documents or (b) result in a breach or default by Issuer under or result in the creation or imposition of any Lien upon any of the property of the Issuer pursuant to any agreement or other instrument listed on Schedule 5.15 of the Note Agreement or otherwise identified by a Constituent Company to us, without independent investigation, as material, but excluding any Material Debt Agreement (as defined in the A&B Opinion (as defined below)) (each a “Material Agreement”) .

8. The execution, delivery and performance by the Parent Guarantor of the Note Agreement do not: (i) violate the provisions of its organizational documents or the Corporations and Associations Article of the Maryland Code as currently in effect in the State of Maryland or (ii) result in a breach or default of Parent Guarantor under or result in the creation or imposition of any Lien upon any property of the Parent Guarantor pursuant to any Material Agreement.

9. The execution, delivery and performance by each Subsidiary Guarantor of the Note Agreement do not: (i) violate the provisions of its organizational documents or (ii) result in a breach or default of any Subsidiary Guarantor under or result in the creation or imposition of any Lien upon any property of the Parent Guarantor pursuant to any Material Agreement.

Our opinions are subject to the following further exceptions, qualifications and limitations:

(a)    We express no opinion with respect to any consent, approval, authorization, or other action by or filing with any Governmental Authority that might be required, or any violation of constitutional provision, statute, regulation, rule or order applicable to any Obligor, because of the specific type of business in which any Purchaser engages.

(b)    Our opinions are limited to those laws that in our experience normally would be applicable to the Obligors as a result of its engaging in the transactions contemplated by the Transaction Documents.

(c)    The following matters, including their effects and the effects of noncompliance, are not covered by implication or otherwise in any opinion expressed herein: (a) any statutes,

4.4(a) - 17

April 18, 2017

Page 18

administrative decisions, ordinances, rules or regulations of any county, municipality or other political subdivision of any state, (b) antitrust and unfair competition law, (c) securities law, (d) fiduciary obligations, (e) pension and employee benefit law (e.g., ERISA), (f) fraudulent transfer law, (g) environmental law, (h) land use and subdivision law, (i) Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (j) Exon-Florio Amendment under the Omnibus Trade and Competitiveness Act of 1988, (k) bulk transfer law, (l) tax law, (m) patent, copyright, trademark and other intellectual property law, (n) racketeering law (e.g., RICO), (o) criminal statutes of general application (e.g., mail fraud and wire fraud), (p) occupational health and safety law (e.g., OSHA), (q) labor law, (r) law concerning national or local emergency, and (s) law relating to permissible rates, computations, or disclosure of interest (e.g., usury).

In connection with certain of the assumptions set forth above, including the enforceability of the Note Agreement, the Notes and the Subsidiary Guaranty, we understand the Purchasers will be relying upon an opinion of Alston & Bird LLP (the “A&B Opinion”) dated the date hereof. We have not independently reviewed or confirmed the accuracy or correctness of such opinion. We express no opinion on any matter that is addressed by the A&B Opinion. To the extent any such matter is necessary to our conclusion, we assume it.

We are members, among other non-applicable jurisdictions, of the Bar of the State of New York and, except as set forth below, we express no opinion as to the laws of any jurisdictions other than: (i) the federal laws of the United States, (ii) the laws of the State of New York and (iii) the Corporations and Associations Article of the Maryland Code as currently in effect in the State of Maryland. We express no opinion as to the laws of any other state or jurisdiction other than as set forth above.

This opinion letter is limited to the matters stated herein and no opinion may be implied or inferred beyond those opinions expressly stated. Opinions rendered herein are as of the date hereof, and we make no undertaking and expressly disclaim any duty to supplement such opinions if, after the date hereof, facts and circumstances come to our attention or changes in the law occur which could affect such opinions.

We acknowledge that this opinion is being issued at the request of the Issuer pursuant to Section 4.4(a) of the Note Agreement and we agree that the Purchasers may rely and are relying hereon in connection with the consummation of the transactions contemplated by the Note Agreement. Subsequent holders of the Notes may rely on this opinion as if it were specifically addressed to them (subject to the immediately preceding paragraph). Schiff Hardin LLP, special counsel to the Purchasers, may rely on this opinion for the sole purpose of rendering their opinion to be rendered pursuant to Section 4.4(b) of the Note Agreement. This opinion letter may not be relied upon by any other person or for any other purpose.

4.4(a) - 18

April 18, 2017

Page 19

Very truly yours,
TONES VAISEY, PLLC
By:
	A Partner

4.4(a) - 19

ANNEX I

TO LEGAL OPINION OF TONES VAISEY, PLLC

List of Purchasers:

1. Teachers Insurance and Annuity Association of America

2. Massachusetts Mutual Life Insurance Company

3. MassMutual Asia Limited

4. Banner Life Insurance Company

5. New York Life Insurance Company

6. New York Life Insurance and Annuity Corporation

7. New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 3-2)

8. New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 3)

9. The Bank of New York Mellon, a banking corporation organized under the laws of New York, not in its individual capacity but solely as Trustee under that certain Trust Agreement dated as of July 1^st, 2015 between New York Life Insurance Company, as Grantor, John Hancock Life Insurance Company (U.S.A.), as Beneficiary, John Hancock Life Insurance Company of New York, as Beneficiary, and The Bank of New York Mellon, as Trustee

10. The Prudential Insurance Company of America

11. The Gibraltar Life Insurance Co., Ltd.

12. The Guardian Life Insurance Company of America

13. United of Omaha Life Insurance Company

14. Modern Woodmen of America

15. Assurity Life Insurance Company

16. Americo Financial Life & Annuity Insurance Company

4.4(a) - 20

ANNEX II

TO LEGAL OPINION OF TONES VAISEY, PLLC

List of Subsidiary Guarantors:

Broadstone 2020EX Texas, LLC

Broadstone AC Wisconsin, LLC

Broadstone AFD Georgia, LLC

Broadstone AI Michigan, LLC

Broadstone APLB Minnesota, LLC

Broadstone APLB Sarasota, LLC

Broadstone APLB SC, LLC

Broadstone APLB Utah, LLC

Broadstone APLB Virginia, LLC

Broadstone APLB Wisconsin, LLC

Broadstone APM Florida, LLC

Broadstone ASDCW Texas, LLC

Broadstone ASH Arkansas, LLC

Broadstone AVF Michigan, LLC

Broadstone BB Portfolio, LLC

Broadstone BEC Texas, LLC

Broadstone BEF Portfolio, LLC

Broadstone BFC Maryland, LLC

Broadstone BFW Minnesota, LLC

Broadstone BK Emporia, LLC

Broadstone BK Virginia, LLC

Broadstone BNR Arizona, LLC

Broadstone BT South, LLC

Broadstone BW Appalachia, LLC

Broadstone BW Arkansas, LLC

Broadstone BW Texas, LLC

Broadstone BW Wings South, LLC

Broadstone Cable, LLC

Broadstone CC Austin, LLC

Broadstone CC Portfolio, LLC

Broadstone CHR Illinois, LLC

Broadstone CI West, LLC

Broadstone DHCP VA AL, LLC

Broadstone EA Ohio, LLC

Broadstone EO Birmingham I, LLC

Broadstone EO Birmingham II, LLC

Broadstone EWD Illinois, LLC

Broadstone FC Portage, LLC

Broadstone FDT Wisconsin, LLC

Broadstone FHS Texas, LLC

Broadstone Filter, LLC

4.4(a) - 21

Broadstone FIT Florida, LLC

Broadstone FMFP Texas B2, LLC

Broadstone FMFP Texas B3, LLC

Broadstone FP, LLC

Broadstone GC Kentucky, LLC

Broadstone GCSC Florida, LLC

Broadstone HLC Midwest, LLC

Broadstone IELC Texas, LLC

Broadstone IS Houston, LLC

Broadstone JFR Portfolio, LLC

Broadstone KNG Oklahoma, LLC

Broadstone Kinston, LLC

Broadstone LGC Northeast, LLC

Broadstone LW PA, LLC

Broadstone MCW Wisconsin, LLC

Broadstone MD Oklahoma, LLC

Broadstone MED Florida, LLC

Broadstone MFEC Florida, LLC

Broadstone MHH Michigan, LLC

Broadstone MV Portfolio, LLC

Broadstone NDC Fayetteville, LLC

Broadstone NF Minnesota, LLC

Broadstone NI North Carolina, LLC

Broadstone NIC Pennsylvania, LLC

Broadstone NSC Texas, LLC

Broadstone OP Ohio, LLC

Broadstone PC Michigan, LLC

Broadstone PCSC Texas, LLC

Broadstone Pearl, LLC

Broadstone Pearl FL TX, LLC

Broadstone Pearl Virginia, LLC

Broadstone PP Arkansas, LLC

Broadstone PY Cincinnati, LLC

Broadstone RA California, LLC

Broadstone RCS Texas, LLC

Broadstone Renal Tennessee, LLC

Broadstone RL Portfolio, LLC

Broadstone RM Missouri, LLC

Broadstone Roller, LLC

Broadstone RTC Portfolio, LLC

Broadstone SC Elgin, LLC

Broadstone SC Illinois, LLC

Broadstone SF Minnesota, LLC

Broadstone SNC OK TX, LLC

Broadstone SNI East, LLC

Broadstone SNI Greenwich, LLC

4.4(a) - 22

Broadstone SOE Raleigh, LLC

Broadstone SPS Utah, LLC

Broadstone SSH California, LLC

Broadstone STI Minnesota, LLC

Broadstone STS California, LLC

Broadstone TA Tennessee, LLC

Broadstone TB Jacksonville, LLC

Broadstone TB Northwest, LLC

Broadstone TB Ozarks, LLC

Broadstone TB Southeast, LLC

Broadstone TB TN, LLC

Broadstone TR Florida, LLC

Broadstone TS Portfolio, LLC

Broadstone WI Alabama LLC

Broadstone WI Appalachia, LLC

Broadstone WI East, LLC

Broadstone WI Great Plains, LLC

GRC LI TX, LLC

NWR Realty LLC

TB Tampa Real Estate, LLC

4.4(a) - 23

FORM OF OPINION OF SPECIAL COUNSEL

FOR THE PURCHASERS

The closing opinion of Schiff Hardin LLP, special counsel to the Purchasers, called for by Section 4.4(b) of the Agreement, shall be dated the date of the Closing and addressed to the Purchasers, shall be satisfactory in form and substance to the Purchasers and shall be to the effect that:

1.    The Issuer is a limited liability company in good standing under the laws of the State of New York.

2.    The Parent Guarantor is a corporation in good standing under the laws of the State of Maryland.

3.    The Agreement and the Notes being delivered on the date hereof constitute the legal, valid and binding contracts of the Issuer enforceable against the Issuer in accordance with their respective terms.

4.    The Agreement constitutes the legal, valid and binding contract of the Parent Guarantor enforceable against the Parent Guarantor in accordance with its terms.

5.    The issuance, sale and delivery of the Notes being delivered on the date hereof under the circumstances contemplated by the Agreement do not, under existing law, require the registration of such Notes under the Securities Act or the qualification of an indenture under the Trust Indenture Act of 1939.

The opinion of Schiff Hardin LLP shall also state that the opinions of Alston & Bird LLP and Tones Vaisey, PLLC are satisfactory in scope and form to Schiff Hardin LLP and that, in its opinion, the Purchasers are justified in relying thereon.

The opinion of Schiff Hardin LLP is limited to the laws of the State of New York and the federal laws of the United States.

With respect to matters of fact upon which such opinion is based, Schiff Hardin LLP may rely on appropriate certificates of public officials and officers of the Issuer and the Parent Guarantor and upon representations of the Issuer, the Parent Guarantor and the Purchasers delivered in connection with the issuance and sale of the Notes.

SCHEDULE 4.4(b)

(to Note and Guaranty Agreement)

DISCLOSURE MATERIALS

1 Private Placement Presentation - Broadstone Net Lease (January, 2017).

SCHEDULE 5.3

(to Note and Guaranty Agreement)

SUBSIDIARIES AND AFFILIATES OF THE PARENT GUARANTOR AND

OWNERSHIP OF SUBSIDIARY STOCK; DIRECTORS AND SENIOR OFFICERS

1 Parent Guarantor’s

Subsidiaries

Subsidiary	Jurisdiction	Owner of Equity Interest	Nature of Equity Interest	Percentage of Ownership	Subsidiary Guarantor	Excluded Subsidiary
Broadstone 2020EX Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone AC Wisconsin, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone ADTB Rochester, LLC	Delaware	Broadstone Net Lease, LLC	Membership Interest	100%	No	Yes
Broadstone AFD Georgia, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone AI Michigan, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone APLB Brunswick, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	No
Broadstone APLB Jacksonville, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	Yes
Broadstone APLB Minnesota, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone APLB Sarasota, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone APLB SC, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone APLB Utah, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone APLB Virginia, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone APLB Wisconsin, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone APM Florida, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone ASDCW Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone ASH Arkansas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone August Family UPREIT OH PA, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	No
Broadstone AVF Michigan, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone BB Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone BEC Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No

SCHEDULE 5.4

(to Note and Guaranty Agreement)

Broadstone BEF Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone BFC Maryland, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone BFW Minnesota LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone BK Emporia, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone BK Virginia, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone BNR Arizona, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone BPC Ohio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	No
Broadstone BPC Pittsburgh LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	No
Broadstone BT South, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone BW Appalachia, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone BW Arkansas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone BW Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone BW Wings South, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone Cable, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone CC Austin, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone CC New Orleans, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	No
Broadstone CC Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone CC Raleigh Greensboro, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	No
Broadstone CC Theodore Augusta, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	No
Broadstone CFW Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	No
Broadstone CHR Illinois, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone CI West, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone DHCP VA AL, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone DQ Virginia, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	No

Schedule 5.4 - 2

Broadstone EA Ohio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone EO Birmingham I, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone EO Birmingham II, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone EWD Illinios, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone FC Colorado, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	Yes
Broadstone FC Portage, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone FDT Wisconsin, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone FHS Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone Filter, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone FIT Florida, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone FMFP B2 Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone FMFP B3 Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone FMFP Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	Yes
Broadstone FP, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone GC Kentucky, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone GCSC Florida, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone GUC Colorado, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	Yes
Broadstone HC California, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	Yes
Broadstone HLC Midwest, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone IELC Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone IS Houston, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone JFR Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone JLC Missouri, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	No
Broadstone KFC Chicago, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	No

Schedule 5.4 - 3

Broadstone Kinston, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone KNG Oklahoma, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone LC Florida, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	No
Broadstone LGC Northeast, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone LJS California, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	No
Broadstone LJS Georgia, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	No
Broadstone LW PA, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone MCW Wisconsin, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone MD Oklahoma, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone Med Florida, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone MFEC Florida, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone MHH Michigan, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone MV Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone NDC Fayetteville LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone Net Lease Acquisitions, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	No
Broadstone Net Lease, LLC	New York	Broadstone Net Lease, Inc.	Membership Interest	91.8*	Issuer	No
Broadstone NF Minnesota, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone NI North Carolina, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone NIC Pennsylvania, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone NSC Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone NWCC Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	Yes
Broadstone OP Ohio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone PC Michigan, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone PCSC Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No

Schedule 5.4 - 4

Broadstone Pearl FL TX, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone Pearl Virginia, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone Pearl, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone PIC Illinois LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	Yes
Broadstone PJ RLY, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	No
Broadstone PP Arkansas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone PY Cincinnati, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone RA California, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone RCS Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone Renal Tennessee, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone RL Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone RM Missouri, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone Roller, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone RTC Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone SC Elgin, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone SC Illinios, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone SCD Mason, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	No
Broadstone SEC North Carolina, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	No
Broadstone SF Minnesota, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone SNC OK TX, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone SNI East, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone SNI Greenwich, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone SOE Raleigh, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone SPS Utah, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No

Schedule 5.4 - 5

Broadstone SSH California, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone STI Minnesota, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone STS California, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone TA Tennessee, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone TB Augusta Pensacola, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	Yes
Broadstone TB Jacksonville, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone TB Northwest, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone TB Ozarks, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone TB Southeast, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone TB TN, LLC	Delaware	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone TR Florida, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone TS Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone WFM Sterling, LLC	Delaware	Broadstone Net Lease, LLC	Membership Interest	100%	No	Yes
Broadstone WI Alabama, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone WI Appalchia, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone WI East, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Broadstone WI Great Plains, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Eire Rochester Florida II, L.L.C.	Florida	Broadstone ADTB Rochester, LLC	Membership Interest	100%	No	Yes
GRC Durham, LLC	Delaware	Broadstone Net Lease, LLC	Membership Interest	100%	No	Yes
GRC LI TX, LLC	Delaware	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
NWR Realty, LLC	Washington	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
TB Tampa Real Estate, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	Yes	No
Unity Ridgeway, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%	No	Yes

Schedule 5.4 - 6

Parent Guarantor’s

2 Affiliates

Unconsolidated Affiliate	Jurisdiction		Owner of Equity Interest	Nature of Equity Interest	Percentage of Ownership
None		—	—	—	—

Directors and Senior

3 Officers**

Broadstone Net Lease, Inc.
Lead Independent Director	Geoff Rosenberger
Independent Director	Shekar Narasimhan
Independent Director	James Watters
Independent Director	David Jacobstein
Independent Director	Laurie Hawkes
Independent Director	Thomas P. Lydon
Director	Agha S. Khan
Executive Chairman and Chief Investment Officer	Amy L. Tait
Chief Executive Officer	Christopher J. Czarnecki
President and Chief Operating Officer	Sean Cutt
Executive Vice President and Chief Financial Officer	Ryan Albano
Executive Vice President and Chief Business Development Officer	David Kasprzak
Executive Vice President, General Counsel, Chief Compliance Officer, and Secretary	John Moragne
Executive Vice President and Chief Administrative Officer	Timothy Holland
Chief Accounting Officer and Treasurer	Kevin Barry
Senior Vice President - Investor Relations	Christopher J. Brodhead
Senior Vice President - Portfolio Management	Stephen Haupt

* Percentage of membership interests as of March 15, 2017; Ownership deemed 100% for financial covenants per definition of “Ownership Share”

** Broadstone Net Lease, Inc. is the only entity with directors and officers

Schedule 5.4 - 7

FINANCIAL STATEMENTS

1 Annual Audited Consolidated Financials, including Balance Sheets, Statements of Income, and Statements of Cash Flow for the fiscal years ended December 31, 2012 through 2015.

2 Unaudited Internally Prepared Consolidated Balance Sheets and Statements of Income for the Nine Month Period Ending September 30, 2016.

SCHEDULE 5.5

(to Note and Guaranty Agreement)

REAL ESTATE ASSETS

PART I - Real Estate Assets

Property	Street	City/Town	State	Ownership Entity	Occupancy Status	Development Property	Eligible Property	Owned or Leased
2020 Exhibits, Inc.	10550 S. Sam Houston Pkwy W	Houston	TX	Broadstone 2020EX Texas, LLC	Occupied	No	Yes	Owned
Actuant	N85 W12545 Westbrook Crossing	Menomonee Falls	WI	Broadstone AC Wisconsin, LLC	Occupied	No	Yes	Owned
American Family Dental	533 Stephenson Avenue	Savannah	GA	Broadstone AFD Georgia, LLC	Occupied	No	Yes	Owned
American Family Dental	91 Brighton Woods Road	Pooler	GA	Broadstone AFD Georgia, LLC	Occupied	No	Yes	Owned
American Family Dental	206 E. Montgomery Crossroads	Savannah	GA	Broadstone AFD Georgia, LLC	Occupied	No	Yes	Owned
American Family Dental	206 Johnny Mercer Boulevard	Savannah	GA	Broadstone AFD Georgia, LLC	Occupied	No	Yes	Owned
Acemco	7297 Enterprise Drive	Spring Lake	MI	Broadstone AI Michigan, LLC	Occupied	No	Yes	Owned
Applebee’s	5055 J. Turner Butler Blvd	Jacksonville	FL	Broadstone APLB Jacksonville, LLC	Occupied	No	No	Owned
Applebee’s (Apple American)	5855 Blaine Avenue	Inver Grove Heights	MN	Broadstone APLB Minnesota, LLC	Occupied	No	Yes	Owned
Applebee’s (Apple American)	14400 Weaver Lake Road	Maple Grove	MN	Broadstone APLB Minnesota, LLC	Occupied	No	Yes	Owned
Applebee’s (Apple American)	1900 Adams Street	Mankato	MN	Broadstone APLB Minnesota, LLC	Occupied	No	Yes	Owned
Applebee’s (Apple American)	1018 Meadowlands Drive	Saint Paul	MN	Broadstone APLB Minnesota, LLC	Occupied	No	Yes	Owned

SCHEDULE 5.10

(to Note and Guaranty Agreement)

Applebee’s (Doherty)	20 Arthur Anderson Parkway	Sarasota	FL	Broadstone APLB Sarasota, LLC	Occupied	No	Yes	Owned
Applebee’s	3441 Clemson Boulevard	Anderson	SC	Broadstone APLB SC, LLC	Occupied	No	Yes	Owned
Applebee’s (Utah)	156 S River Road	St. George	UT	Broadstone APLB Utah, LLC	Occupied	No	Yes	Owned
Applebee’s (Utah)	1280 N 30 West	Tooele	UT	Broadstone APLB Utah, LLC	Occupied	No	Yes	Owned
Applebee’s (Utah)	1352 S Providence Center Drive	Cedar City	UT	Broadstone APLB Utah, LLC	Occupied	No	Yes	Owned
Applebee’s (Utah)	1622 N 1000 West	Layton	UT	Broadstone APLB Utah, LLC	Occupied	No	Yes	Owned
Applebee’s (Utah)	2175 W City Center Ct.	West Valley City	UT	Broadstone APLB Utah, LLC	Occupied	No	Yes	Owned
Applebee’s (Roanoke)	4510 Challenger Avenue	Roanoke	VA	Broadstone APLB Virginia, LLC	Occupied	No	Yes	Owned
Applebee’s Wisconsin	900 Hansen Road	Ashwaubenon	WI	Broadstone APLB Wisconsin, LLC	Occupied	No	Yes	Owned
Applebee’s Wisconsin	1700 S. Koeller Street	Oshkosh	WI	Broadstone APLB Wisconsin, LLC	Occupied	No	Yes	Owned
Applebee’s Wisconsin	2420 E. Mason Street	Green Bay	WI	Broadstone APLB Wisconsin, LLC	Occupied	No	Yes	Owned
Applebee’s Wisconsin	4435 Calumet Ave	Manitowoc	WI	Broadstone APLB Wisconsin, LLC	Occupied	No	Yes	Owned
Applebee’s Wisconsin	3040 E. College Ave	Appleton	WI	Broadstone APLB Wisconsin, LLC	Occupied	No	Yes	Owned
Applebee’s Wisconsin	2510 W. Washington Street	West Bend	WI	Broadstone APLB Wisconsin, LLC	Occupied	No	Yes	Owned
Applebee’s Wisconsin	4745 Golf Road	Eau Claire	WI	Broadstone APLB Wisconsin, LLC	Occupied	No	Yes	Owned
Applebee’s Wisconsin	3730 W. College Ave	Appleton	WI	Broadstone APLB Wisconsin, LLC	Occupied	No	Yes	Owned
Atlas Southeast Papers, Inc.	3401 St Johns Parkway	Sanford	FL	Broadstone APM Florida, LLC	Occupied	No	Yes	Owned
Academy Sports	1800 N. Mason Road	Katy	TX	Broadstone ASDCW Texas, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 2

Arkansas Surgical Hospital	5201 Northshore Drive	N. Little Rock	AR	Broadstone ASH Arkansas, LLC	Occupied	No	Yes	Owned
Art Van Furniture	27775 Novi Road	Novi	MI	Broadstone AVF Michigan, LLC	Occupied	No	Yes	Owned
Art Van Furniture	8748 West Saginaw Highway	Lansing	MI	Broadstone AVF Michigan, LLC	Occupied	No	Yes	Owned
Art Van Furniture	4577 Miller Road	Flint	MI	Broadstone AVF Michigan, LLC	Occupied	No	Yes	Owned
Art Van Furniture	33801 S. Gratiot Avenue	Clinton	MI	Broadstone AVF Michigan, LLC	Occupied	No	Yes	Owned
Art Van Furniture	50400 Gratiot Avenue	Chesterfield	MI	Broadstone AVF Michigan, LLC	Occupied	No	Yes	Owned
Art Van Furniture	1775 Oak Hollow Drive	Traverse City	MI	Broadstone AVF Michigan, LLC	Occupied	No	Yes	Owned
Art Van Furniture	6340 Wast 14 Mile Road	Warren	MI	Broadstone AVF Michigan, LLC	Occupied	No	Yes	Owned
Art Van Furniture	4625 Wilson Avenue SW	Grandville	MI	Broadstone AVF Michigan, LLC	Occupied	No	Yes	Owned
Art Van Furniture	3500 28th Street NE	Grand Rapids	MI	Broadstone AVF Michigan, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	2925 Ross Clark Circle	Dothan	AL	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	1820 Raymond Diehl Road	Tallahassee	FL	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	995 N. Peachtree Parkway	Peachtree City	GA	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	1824 Club House Drive	Valdosta	GA	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	15608 S. Harlem Avenue	Orland Park	IL	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	6007 E State Street	Rockford	IL	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	3201 W. 3rd Street	Bloomington	IN	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	3730 S. Reed Road	Kokomo	IN	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 3

Bloomin’ Brands	6435 Dixie Highway	Clarkston	MI	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	1515 W 14 Miles Road	Madison Heights	MI	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	7873 Conference Center Drive	Brighton	MI	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	1501 Boardman Road	Jackson	MI	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	250 Mitchelle Drive	Hendersonville	NC	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	111 Howell Road	New Bern	NC	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	2625 West Craig Road	Las Vegas	NV	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	230 Lake Drive East	Cherry Hill	NJ	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	3527 N Union Deposit Road	Harrisburg	PA	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	9395 McKnight Road	Pittsburgh	PA	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	1550 I-10 S	Beaumont	TX	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	1101 N. Beckley Avenue	Desoto	TX	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	2211 S. Stemmons Freeway	Lewisville	TX	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	502 West Bay Area Blvd	Webster	TX	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	261 University Blvd	Harrisonburg	VA	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Bloomin’ Brands	111 Hylton Lane	Beckley	WV	Broadstone BB Portfolio, LLC	Occupied	No	Yes	Owned
Berkeley Eye Center	22741 Professional Drive	Kingwood	TX	Broadstone BEC Texas, LLC	Occupied	No	Yes	Owned
Bob Evans Foods	651 Commerce Parkway	Lima	OH	Broadstone BEF Portfolio, LLC	Occupied	No	Yes	Owned
Bob Evans Foods	1109 E. Industrial Drive	Sulphur Springs	TX	Broadstone BEF Portfolio, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 4

Bowles Fluidics Corporation	6625 Dobbin Road	Columbia	MD	Broadstone BFC Maryland, LLC	Occupied	No	Yes	Owned
Becker Furniture	12940 Prosperity Avenue	Becker	MN	Broadstone BFW Minnesota, LLC	Occupied	No	Yes	Owned
Burger King/Citgo (Ramsel Dining)	100 East Cloverleaf Drive	Emporia	VA	Broadstone BK Emporia, LLC	Occupied	No	Yes	Owned
Burger King (Ramsel Dining)	9178 Chamberlayne Road	Mechanicsville	VA	Broadstone BK Virginia, LLC	Occupied	No	Yes	Owned
Banner Health	9780 South Estrella Parkway	Goodyear	AZ	Broadstone BNR Arizona, LLC	Occupied	No	Yes	Owned
Big Tex Trailers	850 I-30 East	Mt. Pleasant	TX	Broadstone BT South, LLC	Occupied	No	Yes	Owned
Big Tex Trailers	950 I-30 East	Mt. Pleasant	TX	Broadstone BT South, LLC	Occupied	No	Yes	Owned
Big Tex Trailers	2424 W Ferguson Drive	Mt. Pleasant	TX	Broadstone BT South, LLC	Occupied	No	Yes	Owned
Big Tex Trailers	300 County Road	Madill	OK	Broadstone BT South, LLC	Occupied	No	Yes	Owned
Big Tex Trailers	200 Industrial Road	Madill	OK	Broadstone BT South, LLC	Occupied	No	Yes	Owned
Big Tex Trailers	800 Industrial Road	Madill	OK	Broadstone BT South, LLC	Occupied	No	Yes	Owned
Big Tex Trailers	110 Pettijohn Road	Madill	OK	Broadstone BT South, LLC	Occupied	No	Yes	Owned
Big Tex Trailers	20975 US Hwy 80 (Industrial)	Willis Point	TX	Broadstone BT South, LLC	Occupied	No	Yes	Owned
Big Tex Trailers	20975 US Hwy 80 (Self Storage)	Willis Point	TX	Broadstone BT South, LLC	Occupied	No	Yes	Owned
Big Tex Trailers	223 Rip Wiley Road	Fitzgerald	GA	Broadstone BT South, LLC	Occupied	No	Yes	Owned
Big Tex Trailers	502 Midway Road	Cordele	GA	Broadstone BT South, LLC	Occupied	No	Yes	Owned
Big Tex Trailers	3621 East Loop 820 S	Fort Worth	TX	Broadstone BT South, LLC	Occupied	No	Yes	Owned
Big Tex Trailers	10111 N Walton Walker Blvd	Dallas	TX	Broadstone BT South, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 5

Big Tex Trailers	1801 E Central Freeway	Wichita Falls	TX	Broadstone BT South, LLC	Occupied	No	Yes	Owned
Big Tex Trailers	103 Titan Road	Kingston	OK	Broadstone BT South, LLC	Occupied	No	Yes	Owned
Big Tex Trailers II	20260 I-35 South	Lytle	TX	Broadstone BT South, LLC	Occupied	No	Yes	Owned
Big Tex Trailers II	17902 US Hwy 59	New Caney	TX	Broadstone BT South, LLC	Occupied	No	Yes	Owned
Big Tex Trailers II	13300 West I-20 East	Odessa	TX	Broadstone BT South, LLC	Occupied	No	Yes	Owned
Buffalo Wild Wings	45 Betten Court	Bridgeport	WV	Broadstone BW Appalachia, LLC	Occupied	No	Yes	Owned
Buffalo Wild Wings	442 Fortman Drive	St. Mary’s	OH	Broadstone BW Appalachia, LLC	Occupied	No	Yes	Owned
Buffalo Wild Wings	2948 Allentown Road	Lima	OH	Broadstone BW Appalachia, LLC	Occupied	No	Yes	Owned
BWW	2212 East Parkway	Russellvillee	AR	Broadstone BW Arkansas, LLC	Occupied	No	Yes	Owned
Buffalo Wild Wings	6629 San Dario Avenue	Laredo	TX	Broadstone BW Texas, LLC	Occupied	No	Yes	Owned
BWW	945 Wimberly Drive SW	Decatur	AL	Broadstone BW Wings South, LLC	Occupied	No	Yes	Owned
BWW	2870 Florence Boulevard	Florence	AL	Broadstone BW Wings South, LLC	Occupied	No	Yes	Owned
BWW	3485 Tupelo Commons	Tupelo	MS	Broadstone BW Wings South, LLC	Occupied	No	Yes	Owned
Cablecraft	4401 South Orchard Street	Tacoma	WA	Broadstone Cable, LLC	Occupied	No	Yes	Owned
Cablecraft	2789 Old Belleville Road	St. Matthews	SC	Broadstone Cable, LLC	Occupied	No	Yes	Owned
Cablecraft	2110 Summit Street	New Haven	IN	Broadstone Cable, LLC	Occupied	No	Yes	Owned
Centene	5900 Ben White	Austin	TX	Broadstone CC Austin, LLC	Occupied	No	Yes	Owned
Cott	1001 10th Avenue	Columbus	GA	Broadstone CC Portfolio, LLC	Occupied	No	Yes	Owned
Cott	1761 Newport Road	Ephrata	PA	Broadstone CC Portfolio, LLC	Occupied	No	Yes	Owned
Cott	1990 Hood Road	Greer	SC	Broadstone CC Portfolio, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 6

Cott	3502 Enterprise Avenue	Joplin	MO	Broadstone CC Portfolio, LLC	Occupied	No	Yes	Owned
Cott	27815 Highway Blvd	Katy	TX	Broadstone CC Portfolio, LLC	Occupied	No	Yes	Owned
C.H. Robinson	1501 Mittel Blvd	Wood Dale	IL	Broadstone CHR Illinois, LLC	Occupied	No	Yes	Owned
Celerion	2420 W Baselne Road	Tempe	AZ	Broadstone CI West, LLC	Occupied	No	Yes	Owned
Celerion	621 Rose Street	Lincoln	NE	Broadstone CI West, LLC	Occupied	No	Yes	Owned
DSI Renal Care	913 N. 25th Street	Richmond	VA	Broadstone DHCP VA AL, LLC	Occupied	No	Yes	Owned
DSI Renal Care	2958 Dorchester Drive	Montgomery	AL	Broadstone DHCP VA AL, LLC	Occupied	No	Yes	Owned
Enginetics	7700 New Carlisle Pike	Huber Heights	OH	Broadstone EA Ohio, LLC	Occupied	No	Yes	Owned
Enginetics	34000 Melinz Parkway	Eastlake	OH	Broadstone EA Ohio, LLC	Occupied	No	Yes	Owned
Express Oil	196 West Valley Avenue	Birmingham	AL	Broadstone EO Birmingham I, LLC	Occupied	No	Yes	Owned
Express Oil	2013 Center Point Parkway	Birmingham	AL	Broadstone EO Birmingham II, LLC	Occupied	No	Yes	Owned
Edward Health	16519 South Route 59	Plainfield	IL	Broadstone EWD Illinois, LLC	Occupied	No	Yes	Owned
Fiberspar	3600 Ronald Reagan Blvd	Johnstown	CO	Broadstone FC Colorado, LLC	Occupied	No	No	Owned
Fiat	6410 Ameriplex Drive	Portage	IN	Broadstone FC Portage, LLC	Occupied	No	Yes	Owned
Froedtert/Sunnyslope Health	1350 South Sunny Slope Road	Brookfield	WI	Broadstone FDT Wisconsin, LLC	Occupied	No	Yes	Owned
Froedtert/West Brook Health	2315 East Moreland Blvd	Waukesha	WI	Broadstone FDT Wisconsin, LLC	Occupied	No	Yes	Owned
Federal Heath	1500 N Bolton	Jacksonville	TX	Broadstone FHS Texas, LLC	Occupied	No	Yes	Owned
Federal Heath	2300 State Highway 121	Euless	TX	Broadstone FHS Texas, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 7

Filtration Group	600 Railroad Avenue	York	SC	Broadstone Filter, LLC	Occupied	No	Yes	Owned
Filtration Group	1309 South 58th Street	St. Joseph	MO	Broadstone Filter, LLC	Occupied	No	Yes	Owned
Florida Institute of Technology	3011 Babcock Street	Melbourne	FL	Broadstone FIT Florida, LLC	Occupied	No	Yes	Owned
FM 1960 Building II	837 FM 1960 West	Houston	TX	Broadstone FMFP Texas B2, LLC	Occupied	No	Yes	Owned
FM 1960 Building III	837 FM 1960 West	Houston	TX	Broadstone FMFP Texas B3, LLC	Occupied	No	Yes	Owned
FM 1960 Medical Center	837 FM 1960 West	Houston	TX	Broadstone FMFP Texas, LLC	Occupied	No	No	Owned
Alpha Omicron Pi Properties	1411 Elm Ave	Norman	OK	Broadstone FP, LLC	Occupied	No	Yes	Owned
Alpha Omicron Pi Properties	408 S. 8th Street	San Jose	CA	Broadstone FP, LLC	Occupied	No	Yes	Owned
Alpha Omicron Pi Properties	2310 NW Harrison Blvd	Corvallis	OR	Broadstone FP, LLC	Occupied	No	Yes	Owned
Golden Corral	185 E. New Circle Road	Lexington	KY	Broadstone GC Kentucky, LLC	Occupied	No	Yes	Owned
Gulfcoast	865 S. Indiana Avenue	Englewood	FL	Broadstone GCSC Florida, LLC	Occupied	No	Yes	Owned
Gulfcoast	4937 Clark Road	Sarasota	FL	Broadstone GCSC Florida, LLC	Occupied	No	Yes	Owned
Gulfcoast	4947 Clark Road	Sarasota	FL	Broadstone GCSC Florida, LLC	Occupied	No	Yes	Owned
Guardian Urgent Care	5165 West 72nd Avenue	Westminster	CO	Broadstone GUC Colorado, LLC	Occupied	No	No	Owned
The Hess Collection	1166 Commerce Blvd	American Canyon	CA	Broadstone HC California, LLC	Occupied	No	No	Owned
Hal Leonard	7777 Bluemound Road	Milwaukee	WI	Broadstone HLC Midwest, LLC	Occupied	No	Yes	Owned
Hal Leonard	1210 Innovation Drive	Winona	MN	Broadstone HLC Midwest, LLC	Occupied	No	Yes	Owned
Hal Leonard	965 East Mark Street	Winona	MN	Broadstone HLC Midwest, LLC	Occupied	No	Yes	Owned
International EyeCare	926 North Wilcrest Drive	Houston	TX	Broadstone IELC Texas, LLC	Occupied	No	Yes	Owned
IFCO	550 Canino Road	Houston	TX	Broadstone IS Houston, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 8

Jack’s Family Restaurants	431 East Main Street	Adamsville	TN	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	5701 Veterans Memorial Drive	Adamsville	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	18 Big Valley Rd	Alexandria	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	36966 US Hwy 231	Ashville	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	307 US Hwy 31 North	Athens	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	31128 1st Avenue NE	Carbon Hill	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	1190 North Park Street	Carrollton	GA	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	55 Birmingham Road	Centreville	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	1414 Rainbow Drive	Gadsden	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	3180 Hwy 157	Cullman	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	1641 Main Street SW	Cullman	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	2181 Hwy 78 East	Dora	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	15266 Hwy 278	Double Springs	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	22714 AL Hwy 24	Moulton	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	14445 US Hwy 431	Guntersville	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	5320 Hwy 280 East	Harpersville	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	5888 Harvest Highway 53	Harvest	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	520 East Main Street	Henderson	TN	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	145 Hughes Road	Madison	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	2119 North Locust Avenue	Lawrenceburg	TN	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 9

Jack’s Family Restaurants	1032 North Main Street	Montevallo	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	3211 Woodward Avenue	Muscle Shoals	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	14045 US Hwy 411	Odenville	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	1903 Pepperell Parkway	Opelika	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	201 Hwy 278 Bypass East	Piedmont	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	503 1st Avenue East	Reform	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	4170 Hwy 431	Roanoke	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	700 Wayne Road	Savannah	TN	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	1105 Montgomery Avenue	Sheffield	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	5271 Hwy 67 South	Somerville	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	444 Marietta Road	Springville	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	43023 US Hwy 72	Stevenson	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	1460 Gadsden Hwy	Trussville	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	485 Hwy 72 West	Tuscumbia	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	32 Village Lane	Wedowee	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Jack’s Family Restaurants	1421 Winchester Road NE	Huntsville	AL	Broadstone JFR Portfolio, LLC	Occupied	No	Yes	Owned
Pactiv	2769 Rouse Road	Kinston	NC	Broadstone Kinston, LLC	Occupied	No	Yes	Owned
Kum & Go	1890 Perkins Road	Stillwater	OK	Broadstone KNG Oklahoma, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 10

Lehigh Gas/ BP-BP Store	2625 Alexandria Pike	Highland Heights	KY	Broadstone LGC Northeast, LLC	Occupied	No	Yes	Owned
Lehigh Gas/Tiger Mart-Exxon	801 North Olden St.	Trenton	NJ	Broadstone LGC Northeast, LLC	Occupied	No	Yes	Owned
Lehigh Gas/Tiger Mart-Exxon	1500 Pennington Rd.	Trenton	NJ	Broadstone LGC Northeast, LLC	Occupied	No	Yes	Owned
Lehigh Gas/AM/PM-BP	610 W 4Th St	Covington	KY	Broadstone LGC Northeast, LLC	Occupied	No	Yes	Owned
Lehigh Gas/Exxon	1830 Easton Road	Somerset	NJ	Broadstone LGC Northeast, LLC	Occupied	No	Yes	Owned
Leedsworld	350 Alvin Drive	New Kensington	PA	Broadstone LW PA, LLC	Occupied	No	Yes	Owned
Froedtert/Greenfield Health	4455 South 108t Street	Greenfield	WI	Broadstone MCW Wisconsin, LLC	Occupied	No	Yes	Owned
Froedtert/Springdale Health	21700 Intertech Drive	Brookfield	WI	Broadstone MCW Wisconsin, LLC	Occupied	No	Yes	Owned
Heartland/My Dentist	1430 Lonnie Abbot Avenue	Ada	OK	Broadstone MD Oklahoma, LLC	Occupied	No	Yes	Owned
Heartland/My Dentist	12106 S. Memorial Drive	Bixby	OK	Broadstone MD Oklahoma, LLC	Occupied	No	Yes	Owned
Heartland/My Dentist	9072 US Highway 70	Durant	OK	Broadstone MD Oklahoma, LLC	Occupied	No	Yes	Owned
Heartland/My Dentist	1144 S.W. 104th St.	Oklahoma City	OK	Broadstone MD Oklahoma, LLC	Occupied	No	Yes	Owned
Heartland/My Dentist	19 West Interstate Parkway	Shawnee	OK	Broadstone MD Oklahoma, LLC	Occupied	No	Yes	Owned
Heartland/My Dentist	1011 East Taft Avenue	Sapulpa	OK	Broadstone MD Oklahoma, LLC	Occupied	No	Yes	Owned
Heartland/My Dentist	2001 East Santa Fe St.	Olathe	KS	Broadstone MD Oklahoma, LLC	Occupied	No	Yes	Owned
Heartland/My Dentist	3617 West Sunset Ave	Springdale	AR	Broadstone MD Oklahoma, LLC	Occupied	No	Yes	Owned
Heartland/My Dentist	6250 Rufe Snow Drive	Ft. Worth	TX	Broadstone MD Oklahoma, LLC	Occupied	No	Yes	Owned
Heartland/My Dentist	1411 S. Rangeline Rd.	Joplin	MO	Broadstone MD Oklahoma, LLC	Occupied	No	Yes	Owned
Heartland/My Dentist	2111 NW Cashe Road	Lawton	OK	Broadstone MD Oklahoma, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 11

Heartland/My Dentist	611 S. George Nigh Expressway	McAlester	OK	Broadstone MD Oklahoma, LLC	Occupied	No	Yes	Owned
Heartland/My Dentist	1333 E. Main Street	Weatherford	OK	Broadstone MD Oklahoma, LLC	Occupied	No	Yes	Owned
Heartland/My Dentist	1224 SE Washinton Road	Bartlesville	OK	Broadstone MD Oklahoma, LLC	Occupied	No	Yes	Owned
Heartland/My Dentist	1443 N Rock Road	Wichita	KS	Broadstone MD Oklahoma, LLC	Occupied	No	Yes	Owned
Heartland/My Dentist	2203 W. University Drive	Denton	TX	Broadstone MD Oklahoma, LLC	Occupied	No	Yes	Owned
Heartland/My Dentist	2197 12th Avenue NW	Ardmore	OK	Broadstone MD Oklahoma, LLC	Occupied	No	Yes	Owned
MED Florida	1700 & 1710 Wuesthoff Drive	Viera	FL	Broadstone MED Florida, LLC	Occupied	No	Yes	Owned
MED Florida	6800 Spyglass Court	Viera	FL	Broadstone MED Florida, LLC	Occupied	No	Yes	Owned
MED Florida	8060 Spyglass Hill Road	Viera	FL	Broadstone MED Florida, LLC	Occupied	No	Yes	Owned
Mid Florida	17560 SE 109th Terrace Road	Summerfield	FL	Broadstone MFEC Florida, LLC	Occupied	No	Yes	Owned
Mid Florida	17512 US Highway 441	Mt. Dora	FL	Broadstone MFEC Florida, LLC	Occupied	No	Yes	Owned
Mid Florida	17556 SE 109th Terrace Road	Summerfield	FL	Broadstone MFEC Florida, LLC	Occupied	No	Yes	Owned
Mid Florida	17560 US Highway 441	Mt. Dora	FL	Broadstone MFEC Florida, LLC	Occupied	No	Yes	Owned
Mid Florida	600 North 14th Street	Leesburg	FL	Broadstone MFEC Florida, LLC	Occupied	No	Yes	Owned
Metro Health Hospital	3912 32nd Avenue	Hudsonville	MI	Broadstone MHH Michigan, LLC	Occupied	No	Yes	Owned
MedVet Associates	300 East Wilson Bridge	Worthington	OH	Broadstone MV Portfolio, LLC	Occupied	No	Yes	Owned
MedVet Associates	9650 Mayflower Park	Carmel	IN	Broadstone MV Portfolio, LLC	Occupied	No	Yes	Owned
Nanston Dental	570 West Lanier Avenue	Fayetteville	GA	Broadstone NDC Fayetteville, LLC	Occupied	No	Yes	Owned
New Flyer	6200 Glenn Carlson Drive	St. Cloud	MN	Broadstone NF Minnesota, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 12

Nypro	100 Vista Boulevard	Arden	NC	Broadstone NI North Carolina, LLC	Occupied	No	Yes	Owned
Nationwide Insurance Company	355 Maple Avenue	Harleysville	PA	Broadstone NIC Pennsylvania, LLC	Occupied	No	Yes	Owned
Nationwide Insurance Company	1000 Nationwide Drive	Harrisburg	PA	Broadstone NIC Pennsylvania, LLC	Occupied	No	Yes	Owned
Northstar Surgical Center	4640 Loop 289	Lubbock	TX	Broadstone NSC Texas, LLC	Occupied	No	Yes	Owned
Northwest Cancer	17323 Red Oak Drive	Houston	TX	Broadstone NWCC Texas, LLC	Occupied	No	No	Owned
Northwest Cancer	18488 Interstate 45 South	Conroe	TX	Broadstone NWCC Texas, LLC	Occupied	No	No	Owned
Ohio Power Company	4500 S. Hamilton Road	Groveport	OH	Broadstone OP Ohio, LLC	Occupied	No	Yes	Owned
Port City	711 E Porter Road	Norton Shores	MI	Broadstone PC Michigan, LLC	Occupied	No	Yes	Owned
Port City	675 E Porter Road	Norton Shores	MI	Broadstone PC Michigan, LLC	Occupied	No	Yes	Owned
Port City	1985 E Laketon Avenue	Muskegon	MI	Broadstone PC Michigan, LLC	Occupied	No	Yes	Owned
Port City	2121 Latimer Drive	Muskegon	MI	Broadstone PC Michigan, LLC	Occupied	No	Yes	Owned
Port City	2281 Port City Blvd	Muskegon	MI	Broadstone PC Michigan, LLC	Occupied	No	Yes	Owned
Port City	2325 & 2385 S. Sheridan Road	Muskegon	MI	Broadstone PC Michigan, LLC	Occupied	No	Yes	Owned
Port City	2350 Black Creek Drive	Muskegon	MI	Broadstone PC Michigan, LLC	Occupied	No	Yes	Owned
Plastic Surgery Center	5316 West Plano Parkway	Plano	TX	Broadstone PCSC Texas, LLC	Occupied	No	Yes	Owned
BluePearl Veterinary Partners	3000 Busch Lake Blvd	Tampa	FL	Broadstone Pearl FL TX, LLC	Occupied	No	Yes	Owned
BluePearl Veterinary Partners	2910 Busch Lake	Tampa	FL	Broadstone Pearl FL TX, LLC	Occupied	No	Yes	Owned
BluePearl Veterinary Partners	2950 Busch Lake	Tampa	FL	Broadstone Pearl FL TX, LLC	Occupied	No	Yes	Owned
BluePearl Veterinary Partners	19211 SH 249	Houston	TX	Broadstone Pearl FL TX, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 13

BluePearl Veterinary Partners	364 South Independence Blvd	Virginia Beach	VA	Broadstone Pearl Virginia, LLC	Occupied	No	Yes	Owned
Blue Pearl	3020 Mallory Lane	Franklin	TN	Broadstone Pearl, LLC	Occupied	No	Yes	Owned
Blue Pearl	1050 Bonaventure Drive	Elk Grove Village	IL	Broadstone Pearl, LLC	Occupied	No	Yes	Owned
Physicians Immediate Care	3475 S. Alpine Road	Rockford	IL	Broadstone PIC Illinois, LLC	Occupied	No	Yes	Owned
Physicians Immediate Care	11475 N. 2nd Street	Machesny Prk.	IL	Broadstone PIC Illinois, LLC	Occupied	No	Yes	Owned
Physicians Immediate Care	1000 E. Riverside Boulevard	Loves Park	IL	Broadstone PIC Illinois, LLC	Occupied	No	No	Owned
Pediatrics Plus	301 N Sidney Avenue	Russellvillee	AR	Broadstone PP Arkansas, LLC	Occupied	No	Yes	Owned
Pediatrics Plus	1900 Aldersgate Road	Little Rock	AR	Broadstone PP Arkansas, LLC	Occupied	No	Yes	Owned
Pediatrics Plus	2740 College Avenue	Conway	AR	Broadstone PP Arkansas, LLC	Occupied	No	Yes	Owned
Popeyes	7131 Reading Road	Cincinnati	OH	Broadstone PY Cincinnati, LLC	Occupied	No	Yes	Owned
Rally Automotive Group	438 Auto Vista Drive	Palmdale	CA	Broadstone RA California, LLC	Occupied	No	Yes	Owned
Rally Automotive Group	38958 Carriage Way	Palmdale	CA	Broadstone RA California, LLC	Occupied	No	Yes	Owned
Rally Automotive Group	39012 Carriage Way	Palmdale	CA	Broadstone RA California, LLC	Occupied	No	Yes	Owned
Rudy’s	11570 Research Blvd	Austin	TX	Broadstone RCS Texas, LLC	Occupied	No	Yes	Owned
Rudy’s	2451 South Capital of Texas Highway	Austin	TX	Broadstone RCS Texas, LLC	Occupied	No	Yes	Owned
Rudy’s	7709 Ranch Road North	Austin	TX	Broadstone RCS Texas, LLC	Occupied	No	Yes	Owned
Rudy’s	2400 N I-35	Round Rock	TX	Broadstone RCS Texas, LLC	Occupied	No	Yes	Owned
DSI Renal Care	3420 Elvis Presley Boulevard	Memphis	TN	Broadstone Renal Tennessee, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 14

Red Lobster	2950 Plainfield Road	Joliet	IL	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	1745 Old Fort Parkway	Murfressboro	TN	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	670 NW Blue Parkway	Lees Summit	MO	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	4455 Wadsworth Blvd	Wheat Ridge	CO	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	555 South West Street	Wichita	KS	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	6728 S. Memorial Drive	Tulsa	OK	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	271 N. Dupont Highway	Dover	DE	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	105200 Coors By-Pass NW	Albuquerque	NM	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	9415 Pineville-Matthews Road	Pineville	NC	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	12515 Elm Creek Blvd	Maple Grove	MN	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	575 S. Telshor Blvd	Las Cruces	NM	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	8350 3rd Street North	Oakdale	MN	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	2077 Riverside Drive	Macon	GA	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	2550 Nicholasville Road	Lexington	KY	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	1725 Rainbow Drive	Gadsden	AL	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	690 East Thompson Road	Indianapolis	IN	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	302 N. Interstate Drive	Norman	OK	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	305 Merchants Road	Knoxville	TN	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 15

Red Lobster	1814 Gallatin Pike North	Madison	TN	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	7921 Dream Street	Florence	KY	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	2926 White Bear Avenue	Maplewood	MN	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	4450 Rodeo Road	Santa Fe	NM	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	7750 Winchester Road	Memphis	TN	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	2642 Stadium Blvd	Jonesboro	AR	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
Red Lobster	120 Creasy Lane South	Lafayette	IN	Broadstone RL Portfolio, LLC	Occupied	No	Yes	Owned
RotoMetrics	800 Howerton Lane	Eureka	MO	Broadstone RM Missouri, LLC	Occupied	No	Yes	Owned
American Roller	201 Industrial Park Drive	Walkerton	IN	Broadstone Roller, LLC	Occupied	No	Yes	Owned
American Roller	1400 13th Avenue	Union Grove	WI	Broadstone Roller, LLC	Occupied	No	Yes	Owned
American Roller	1440 13th Avenue	Union Grove	WI	Broadstone Roller, LLC	Occupied	No	Yes	Owned
American Roller	1525 11th Avenue	Union Grove	WI	Broadstone Roller, LLC	Occupied	No	Yes	Owned
American Roller	1550 Cedar Line Drive	Rock Hill	SC	Broadstone Roller, LLC	Occupied	No	Yes	Owned
American Roller	1450 13th Avenue	Union Grove	WI	Broadstone Roller, LLC	Occupied	No	Yes	Owned
American Roller	1325 W. Fernau Ave	Oshkosh	WI	Broadstone Roller, LLC	Occupied	No	Yes	Owned
Raben Tire	1724 W. Everly Brothers Blvd	Central City	KY	Broadstone RTC Portfolio, LLC	Occupied	No	Yes	Owned
Raben Tire	814 Frederica Street	Owensboro	KY	Broadstone RTC Portfolio, LLC	Occupied	No	Yes	Owned
Raben Tire	8000 State Road 66	Newburgh	IN	Broadstone RTC Portfolio, LLC	Occupied	No	Yes	Owned
Raben Tire	215 E. Malone Avenue	Sikeston	MO	Broadstone RTC Portfolio, LLC	Occupied	No	Yes	Owned
Raben Tire	1000-1108 N. Fares Avenue	Evansville	IN	Broadstone RTC Portfolio, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 16

Raben Tire	400-500 NW Fourth Street	Evansville	IN	Broadstone RTC Portfolio, LLC	Occupied	No	Yes	Owned
Raben Tire	1200 Dufour Street	Marion	IL	Broadstone RTC Portfolio, LLC	Occupied	No	Yes	Owned
Raben Tire	802 First Street	Kennett	MO	Broadstone RTC Portfolio, LLC	Occupied	No	Yes	Owned
Raben Tire	2810 Westwood Blvd	Poplar Bluff	MO	Broadstone RTC Portfolio, LLC	Occupied	No	Yes	Owned
Raben Tire	2000 Independence Street	Cape Girardeau	MO	Broadstone RTC Portfolio, LLC	Occupied	No	Yes	Owned
Raben Tire	3480 Nash Road	Scott City	MO	Broadstone RTC Portfolio, LLC	Occupied	No	Yes	Owned
Raben Tire	1400 Green Street	Henderson	KY	Broadstone RTC Portfolio, LLC	Occupied	No	Yes	Owned
Raben Tire	1400 S. Division Street	Blytheville	AR	Broadstone RTC Portfolio, LLC	Occupied	No	Yes	Owned
Raben Tire	600 N. Jackson Street	Harrisburg	IL	Broadstone RTC Portfolio, LLC	Occupied	No	Yes	Owned
Raben Tire	4121 Highway 31 East	Clarksville	IN	Broadstone RTC Portfolio, LLC	Occupied	No	Yes	Owned
Raben Tire	1230 Alsop Lane	Owensboro	KY	Broadstone RTC Portfolio, LLC	Occupied	No	Yes	Owned
Raben Tire	5911 Pearl Court	Evansville	IN	Broadstone RTC Portfolio, LLC	Occupied	No	Yes	Owned
Raben Tire	12624 S. Northgate Drive	Haubstadt	IN	Broadstone RTC Portfolio, LLC	Occupied	No	Yes	Owned
Raben Tire	7695 S. 1150 E	Otterbein	IN	Broadstone RTC Portfolio, LLC	Occupied	No	Yes	Owned
Siemens	1401 Madeline Lane	Elgin	IL	Broadstone SC Elgin, LLC	Occupied	No	Yes	Owned
Siemens	2501 N. Barrington Road	Hoffman Estates	IL	Broadstone SC Illinois, LLC	Occupied	No	Yes	Owned
Shutterfly	550 Dean Lakes Road	Shakopee	MN	Broadstone SF Minnesota, LLC	Occupied	No	Yes	Owned
Sonic	1530 South Mason Road	Katy	TX	Broadstone SNC OK TX, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 17

Sonic	9827 West Main Street	La Porte	TX	Broadstone SNC OK TX, LLC	Occupied	No	Yes	Owned
Sonic	6601 Dalrock Road	Rowlett	TX	Broadstone SNC OK TX, LLC	Occupied	No	Yes	Owned
Sonic	1000 NW 24th Avenue	Norman	OK	Broadstone SNC OK TX, LLC	Occupied	No	Yes	Owned
Sonic	5901 West Reno Avenue	Oklahoma City	OK	Broadstone SNC OK TX, LLC	Occupied	No	Yes	Owned
Sonic (2016)	615 South Main Street	Ashland City	TN	Broadstone SNC OK TX, LLC	Occupied	No	Yes	Owned
Sonic (2016)	1628 Main Street	Cadiz	KY	Broadstone SNC OK TX, LLC	Occupied	No	Yes	Owned
Sonic (2016)	729 Highway 100	Centreville	TN	Broadstone SNC OK TX, LLC	Occupied	No	Yes	Owned
Sonic (2016)	106 Luyben Hills Road	Kingston Springs	TN	Broadstone SNC OK TX, LLC	Occupied	No	Yes	Owned
Sonic (2016)	3655 North Mount Juliet Road	Mount Juliet	TN	Broadstone SNC OK TX, LLC	Occupied	No	Yes	Owned
Sonic (2016)	417 Highway 76	White House	TN	Broadstone SNC OK TX, LLC	Occupied	No	Yes	Owned
Shemin	5801 Stevens Road	White Marsh	MD	Broadstone SNI East, LLC	Occupied	No	Yes	Owned
Shemin	8309 Quarry Road	Manassas	VA	Broadstone SNI East, LLC	Occupied	No	Yes	Owned
Shemin	580 Church Street	Morrisville	NC	Broadstone SNI East, LLC	Occupied	No	Yes	Owned
Shemin	5191 Concord Road	Aston	PA	Broadstone SNI East, LLC	Occupied	No	Yes	Owned
Shemin	11245 Mosteller Road	Sharonville	OH	Broadstone SNI East, LLC	Occupied	No	Yes	Owned
Shemin	4877 Vulcan Avenue	Columbus	OH	Broadstone SNI East, LLC	Occupied	No	Yes	Owned
Shemin	899 Marshall Phelps Road	Windsor	CT	Broadstone SNI East, LLC	Occupied	No	Yes	Owned
Shemin	360 Bilmar Drive	Pittsburgh	PA	Broadstone SNI East, LLC	Occupied	No	Yes	Owned
Shemin	1081 King Street	Greenwich	CT	Broadstone SNI Greenwich, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 18

Storr Products	10800 World Trade Blvd	Morrisville	NC	Broadstone SOE Raleigh, LLC	Occupied	No	Yes	Owned
Select Portfolio Servicing, Inc.	3217 South Decker Lake Drive	West Valley City	UT	Broadstone SPS Utah, LLC	Occupied	No	Yes	Owned
Stanislaus Surgical Hospital	1501 & 1421 Oakdale Road	Modesto	CA	Broadstone SSH California, LLC	Occupied	No	Yes	Owned
Sportech	10800 175th Avenue NW	Elk River	MN	Broadstone STI Minnesota, LLC	Occupied	No	Yes	Owned
Sportech	11074 179th Avenue	Elk River	MN	Broadstone STI Minnesota, LLC	Occupied	No	Yes	Owned
Micross Components	1800 (1804) McCarthy Blvd	Milpitas	CA	Broadstone STS California, LLC	Occupied	No	Yes	Owned
Test America	5815 Middlebrook Pike	Knoxville	TN	Broadstone TA Tennessee, LLC	Occupied	No	Yes	Owned
Taco Bell (Southeast QSR)	3104 Peach Orchard Road	Augusta	GA	Broadstone TB Augusta Pensacola, LLC	Occupied	No	No	Owned
Taco Bell (Southeast QSR)	2011 Airport Boulevard	Pensacola	FL	Broadstone TB Augusta Pensacola, LLC	Occupied	No	No	Owned
Taco Bell (Southeast QSR)	3649 Phillips Highway	Jacksonville	FL	Broadstone TB Jacksonville, LLC	Occupied	No	Yes	Owned
Taco Bell	1120 E. Wishkah	Aberdeen	WA	Broadstone TB Northwest, LLC	Occupied	No	Yes	Owned
Taco Bell (K-Mac Enterprises)	833 Highway 62 E	Mountain Home	AR	Broadstone TB Ozarks, LLC	Occupied	No	Yes	Owned
Taco Bell (K-Mac Enterprises)	1102 S Saint Louis Street	Batesville	AR	Broadstone TB Ozarks, LLC	Occupied	No	Yes	Owned
Taco Bell (K-Mac Enterprises)	2525 W. Kings Highway	Paragould	AR	Broadstone TB Ozarks, LLC	Occupied	No	Yes	Owned
Taco Bell (K-Mac Enterprises)	2055 N. Washington Street	Forrest City	AR	Broadstone TB Ozarks, LLC	Occupied	No	Yes	Owned
Taco Bell (K-Mac Enterprises)	2730 Lake Road	Dyersburg	TN	Broadstone TB Ozarks, LLC	Occupied	No	Yes	Owned
Taco Bell (K-Mac Enterprises)	849 University Street	Martin	TN	Broadstone TB Ozarks, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 19

Taco Bell (K-Mac Enterprises)	1400 Rutledge Lane	Union City	TN	Broadstone TB Ozarks, LLC	Occupied	No	Yes	Owned
Taco Bell (Bravo Foods)	3645 N. Atlantic Ave	Cocoa Beach	FL	Broadstone TB Southeast, LLC	Occupied	No	Yes	Owned
Taco Bell (Bravo Foods)	3755 W. Lake Mary Blvd	Lake Mary	FL	Broadstone TB Southeast, LLC	Occupied	No	Yes	Owned
Taco Bell (Bravo Foods)	1860 State Road 44	New Smyrna Beach	FL	Broadstone TB Southeast, LLC	Occupied	No	Yes	Owned
Taco Bell (Bravo Foods)	10005 University Blvd	Orlando	FL	Broadstone TB Southeast, LLC	Occupied	No	Yes	Owned
Taco Bell (Bravo Foods)	5400 N. Orange Blossom Trail	Orlando	FL	Broadstone TB Southeast, LLC	Occupied	No	Yes	Owned
Taco Bell (Bravo Foods)	302 Mall Blvd	Savannah	GA	Broadstone TB Southeast, LLC	Occupied	No	Yes	Owned
Taco Bell (Bravo Foods)	2631 Skidaway Rd	Savannah	GA	Broadstone TB Southeast, LLC	Occupied	No	Yes	Owned
Taco Bell (Bravo Foods)	3615 Mundy Mill Rd	Oakwood	GA	Broadstone TB Southeast, LLC	Occupied	No	Yes	Owned
Taco Bell (Bravo Foods)	301 W. General Screven Way	Hinesville	GA	Broadstone TB Southeast, LLC	Occupied	No	Yes	Owned
Taco Bell (BBG North, LLC)	846 Highway 51 North	Ripley	TN	Broadstone TB TN, LLC	Occupied	No	Yes	Owned
Taco Bell (BBG North, LLC)	2330 N. Highland Avenue	Jackson	TN	Broadstone TB TN, LLC	Occupied	No	Yes	Owned
Taco Bell (BBG North, LLC)	477 East Main Stree	Henderson	TN	Broadstone TB TN, LLC	Occupied	No	Yes	Owned
Taco Bell (BBG North, LLC)	565 West Church Street	Lexington	TN	Broadstone TB TN, LLC	Occupied	No	Yes	Owned
Taco Bell (BBG North, LLC)	2479 North Central Avenue	Humboldt	TN	Broadstone TB TN, LLC	Occupied	No	Yes	Owned
Tower Radiology	3069 Grand Pavilion Drive	Tampa	FL	Broadstone TR Florida, LLC	Occupied	No	Yes	Owned
Tower Radiology	4719 North Habana Avenue	Tampa	FL	Broadstone TR Florida, LLC	Occupied	No	Yes	Owned
Tower Radiology	2324 Oak Myrtle Lane	Wesley Chapel	FL	Broadstone TR Florida, LLC	Occupied	No	Yes	Owned
Tower Radiology	3350 Bell Shoals Road	Brandon	FL	Broadstone TR Florida, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 20

Tractor Supply	1501 E. Washington	Ithaca	MI	Broadstone TS Portfolio, LLC	Occupied	No	Yes	Owned
Tractor Supply	4005 Douglas Highway	Gillette	WY	Broadstone TS Portfolio, LLC	Occupied	No	Yes	Owned
Wegmans	45131 Columbia Place	Sterling	VA	Broadstone WFM Sterling, LLC	Occupied	No	No	Owned
Wendy’s (Alabama)/Starboard	75 Tower Road	Oxford	AL	Broadstone WI Alabama, LLC	Occupied	No	Yes	Owned
Wendy’s (Alabama)/Starboard	150 Leon Smith Parkway	Oxford	AL	Broadstone WI Alabama, LLC	Occupied	No	Yes	Owned
Wendy’s (Alabama)/Starboard	170 Vaughn Lane	Pell City	AL	Broadstone WI Alabama, LLC	Occupied	No	Yes	Owned
Wendy’s (Alabama)/Starboard	204 15th Street E	Tuscaloosa	AL	Broadstone WI Alabama, LLC	Occupied	No	Yes	Owned
Wendy’s (Alabama)/Starboard	419 North Pelham Road	Jacksonville	AL	Broadstone WI Alabama, LLC	Occupied	No	Yes	Owned
Wendy’s (Alabama)/Starboard	4422 Old Birmingham Road	Tuscaloosa	AL	Broadstone WI Alabama, LLC	Occupied	No	Yes	Owned
Wendy’s (Appalachia)/Starboard	113 Courthouse Road	Princeton	WV	Broadstone WI Appalachia, LLC	Occupied	No	Yes	Owned
Wendy’s (Appalachia)/Starboard	211 Meadowfield Lane	Princeton	WV	Broadstone WI Appalachia, LLC	Occupied	No	Yes	Owned
Wendy’s (Appalachia)/Starboard	283 Muskingum Drive	Marietta	OH	Broadstone WI Appalachia, LLC	Occupied	No	Yes	Owned
Wendy’s (Appalachia)/Starboard	550 E. Main Street	Pomeroy	OH	Broadstone WI Appalachia, LLC	Occupied	No	Yes	Owned
Wendy’s (Appalachia)/Starboard	1503 Harrison Avenue	Elkins	WV	Broadstone WI Appalachia, LLC	Occupied	No	Yes	Owned
Wendy’s (Appalachia)/Starboard	1610 N. Atherton Street	State College	PA	Broadstone WI Appalachia, LLC	Occupied	No	Yes	Owned
Wendy’s (Appalachia)/Starboard	811 Northside Drive	Summersville	WV	Broadstone WI Appalachia, LLC	Occupied	No	Yes	Owned
Wendy’s (East)	1501 E. Hillsborough Ave.	Tampa	FL	Broadstone WI East, LLC	Occupied	No	Yes	Owned
Wendy’s (East)	6620 E. Dr. MLK Blvd	Tampa	FL	Broadstone WI East, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 21

Wendy’s (East)	5212 Brook Road	Richmond	VA	Broadstone WI East, LLC	Occupied	No	Yes	Owned
Wendy’s (East)	153 East Swedesford Road	Exton	PA	Broadstone WI East, LLC	Occupied	No	Yes	Owned
Wendy’s (East)	4507 Jefferson David Highway	Richmond	VA	Broadstone WI East, LLC	Occupied	No	Yes	Owned
Wendy’s (East)	220 Lancaster Avenue	Paoli	PA	Broadstone WI East, LLC	Occupied	No	Yes	Owned
Wendys (Wendgord)	301 South White Sands Blvd	Alamogordo	NM	Broadstone WI Great Plains, LLC	Occupied	No	Yes	Owned
Wendys (Wendgord)	324 South Canal Street	Carlsbad	NM	Broadstone WI Great Plains, LLC	Occupied	No	Yes	Owned
Wendys (Wendgord)	1101 N. Main Street	Roswell	NM	Broadstone WI Great Plains, LLC	Occupied	No	Yes	Owned
Wendys (Wendnorm)	1300 N. Moore Road	Moore	OK	Broadstone WI Great Plains, LLC	Occupied	No	Yes	Owned
Wendys (Wendnorm)	4518 SE 29th Street	Del City	OK	Broadstone WI Great Plains, LLC	Occupied	No	Yes	Owned
Wendys (Wendnorm)	4500 S. Western	Oklahoma City	OK	Broadstone WI Great Plains, LLC	Occupied	No	Yes	Owned
Wendys (Wendoma)	13606 N. Pennsylvania Ave	Oklahoma City	OK	Broadstone WI Great Plains, LLC	Occupied	No	Yes	Owned
Wendys (Wendoma)	901 E. State Highway 152	Mustang	OK	Broadstone WI Great Plains, LLC	Occupied	No	Yes	Owned
Wendys (Wendoma)	1170 Garth Brooks	Yukon	OK	Broadstone WI Great Plains, LLC	Occupied	No	Yes	Owned
Wendys (Wendworth)	3815 Southwest Loop 820	Fort Worth	TX	Broadstone WI Great Plains, LLC	Occupied	No	Yes	Owned
Wendys (Wendgrand)	823 South Second Avenue	Kearney	NE	Broadstone WI Great Plains, LLC	Occupied	No	Yes	Owned
Wendys (Wendgrand)	4001 Second Avenue	Kearney	NE	Broadstone WI Great Plains, LLC	Occupied	No	Yes	Owned
Wendys (Wendgrand)	3503 West State Street	Grand Island	NE	Broadstone WI Great Plains, LLC	Occupied	No	Yes	Owned
Wendys (Wendgrand)	103 Pony Express Lane	Ogallala	NE	Broadstone WI Great Plains, LLC	Occupied	No	Yes	Owned
Wendys (Wendalester)	500 S. George Nigh Expy	McAlester	OK	Broadstone WI Great Plains, LLC	Occupied	No	Yes	Owned

Schedule 5.10 - 22

Wendys (Wendoma)	3834 North Lincoln Blvd	Oklahoma City	OK	Broadstone WI Great Plains, LLC	Occupied	No	Yes	Owned
ADT	265 Thruway Park Drive	Rochester	NY	Eire Rochester FL II, L.L.C.	Occupied	No	No	Owned
Implus Footware	2001 T.W. Alexander Drive	Durham	NC	GRC Durham, LLC	Occupied	No	No	Owned
Lufkin Industries	11050 WLY Bldg. P	Houston	TX	GRC LI TX, LLC	Occupied	No	Yes	Owned
Lufkin Industries	11050 WLY Bldg. S	Houston	TX	GRC LI TX, LLC	Occupied	No	Yes	Owned
Lufkin Industries	1120 Marvin A. Smith Road	Kilgore	TX	GRC LI TX, LLC	Occupied	No	Yes	Owned
Taco Bell	17809 108th Avenue SE	Renton	WA	NWR Realty, LLC	Occupied	No	Yes	Owned
Taco Bell	10611 Pacific Avenue S	Tacoma	WA	NWR Realty, LLC	Occupied	No	Yes	Owned
Taco Bell	8401 S Tacoma Way	Tacoma	WA	NWR Realty, LLC	Occupied	No	Yes	Owned
Taco Bell	16350 West Valley Highway	Tukwila	WA	NWR Realty, LLC	Occupied	No	Yes	Owned
Taco Bell	2031 SW Campus Drive	Federal Way	WA	NWR Realty, LLC	Occupied	No	Yes	Owned
Taco Bell	9511 Bridgeportway	Lakewood	WA	NWR Realty, LLC	Occupied	No	Yes	Owned
Taco Bell	1308 S. Burlington Blvd	Burlington	WA	NWR Realty, LLC	Occupied	No	Yes	Owned
Taco Bell	616 State Street	Marysville	WA	NWR Realty, LLC	Occupied	No	Yes	Owned
Taco Bell	515 SW 128th Street	Everett	WA	NWR Realty, LLC	Occupied	No	Yes	Owned
Taco Bell	702 S Meridian	Puyallup	WA	NWR Realty, LLC	Occupied	No	Yes	Owned
Taco Bell (BDE Florida)	706 MLK Jr. Blvd W	Seffner	FL	TB Tampa Real Estate, LLC	Occupied	No	Yes	Owned
Taco Bell (BDE Florida)	3600 4th Street North	Saint Petersburg	FL	TB Tampa Real Estate, LLC	Occupied	No	Yes	Owned
Taco Bell (BDE Florida)	6004 14th Street	Bradenton	FL	TB Tampa Real Estate, LLC	Occupied	No	Yes	Owned
Taco Bell (BDE Florida)	7313 Gall Blvd	Zephyrhills	FL	TB Tampa Real Estate, LLC	Occupied	No	Yes	Owned
Taco Bell (BDE Florida)	7620 W Hillsborough	Tampa	FL	TB Tampa Real Estate, LLC	Occupied	No	Yes	Owned
Taco Bell (BDE Florida)	12816 US Highway 301	Dade City	FL	TB Tampa Real Estate, LLC	Occupied	No	Yes	Owned
Unity Ridgeway	2655 Ridgeway Avenue	Greece	NY	Unity Ridgeway, LLC	Occupied	No	No	Owned
Total Properties	427

Schedule 5.10 - 23

Part II: Liens

	Borrower	Lender	Outstanding Balance	Maturity	Collateral Description
1	Broadstone TB Augusta Pensacola, LLC	Wells Fargo	$1,678,620.26	11-May-17	Taco Bell - 3104 Peach Orchard Road, August GA 30906 Taco Bell - 2011 Airport Boulevard, Pensacola FL 32504
2	Broadstone NWCC Texas, LLC	StanCorp	$1,856,195.05	1-May-34	Northwest Cancer Center -18488 Interstate 45 South, Conroe TX 77384
3	Broadstone NWCC Texas, LLC	StanCorp	$1,332,254.01	1-Jun-34	Northwest Cancer Center - 17323 Red Oak Drive, Houston TX 77090
4	Broadstone PIC Illinois, LLC	Stan Corp	$593,365.31	1-Aug-30	Physcians Immediate Care - 1000 E. Riverside Blvd, Loves Park IL 61111
5	Broadstone APLB Jacksonville, LLC	Columbian Mutual	$1,528,778.27	1-Sep-25	Applebees - 5055 J. Turner Butler Blvd., Jacksonville FL 32216
6	Broadstone ADTB Rochester, LLC	Merrill	$6,330,188.19	10-Aug-22	ADT - 265 Thruway Park Drive, Rochester NY 14586
7	Broadstone FMFP Texas, LLP	Siemens Financial	$5,963,231.85	30-Sep-20	1960 Family Practice - 837 FM 1960 West, Houston TX 77090
8	Unity Ridgeway, LLC	M&T Bank	$21,244,386.04	1-Apr-20	Unity Hospital - 2655 Ridgeway Avenue, Greece NY 14612
9	Broadstone GUC Colorado, LLC	Symetra	$1,028,905.76	15-Feb-21	Guardian Urgent Care - 5165 West 72nd Avenue, Westminster CO 80030
10	GRC Durham, LLC	Sun Life	$11,773,828.99	1-Oct-21	Implus Footware - 2001 T.W. Alexander Dr, Durham, NC 27703
11	Broadstone HC California, LLC	Aegon	$8,972,616.73	1-Oct-23	The Hess Collection - 1166 Commerce Blvd, American Canyon, CA 94503
12	Broadstone FC Colorado	Columbus Life	$9,552,208.63	10-Dec-25	Fiberspar - 3600 Ronald Reagan Boulevard, Johnstown, CO 80534
13	Broadstone WFM Sterling	PNC Bank	$18,882,376.05	1-Nov-26	Wegmans - 45131 Columbia Place, Sterling, VA 20166

Schedule 5.10 - 24

EXISTING INDEBTEDNESS OF THE PARENT GUARANTOR AND ITS SUBSIDIARIES

	Borrower	Lender	Outstanding Balance	Guarantor	Security	Collateral Description (if any)
1	Issuer (Bank Credit Agreement)	M&T Bank, as administrative agent	Revolver: $130,000,000.00; Term Loan: $100,000,000.00	Parent Guarantor and the Subsidiary Guarantors listed on Schedule 5.4	None	N/A
2	Issuer (Term Loan Agreement)	Regions Bank, as administrative agent	$185,000,000.00	Parent Guarantor and the Subsidiary Guarantors listed on Schedule 5.4	None	N/A
3	Issuer (Term Loan Agreement)	SunTrust Bank, as Administrative Agent	$375,000,000.00	Parent Guarantor and the Subsidiary Guarantors listed on Schedule 5.4	None	N/A
4	Broadstone TB Augusta Pensacola, LLC	Wells Fargo	$1,678,620.26	Issuer*	Mortgage	Taco Bell - 3104 Peach Orchard Road, August GA 30906 Taco Bell - 2011 Airport Boulevard, Pensacola FL 32504
5	Issuer	James and Douglas Huseby, individuals	$750,000.00	Parent Guarantor	None	N/A
6	Broadstone NWCC Texas, LLC	StanCorp	$1,856,195.05	Issuer	Mortgage	Northwest Cancer Center -18488 Interstate 45 South, Conroe TX 77384
7	Broadstone NWCC Texas, LLC	StanCorp	$1,332,254.01	Issuer	Mortgage	Northwest Cancer Center - 17323 Red Oak Drive, Houston TX 77090
8	Broadstone PIC Illinois, LLC	Stan Corp	$593,365.31	Issuer	Mortgage	Physcians Immediate Care - 1000 E. Riverside Blvd, Loves Park IL 61111
9	Broadstone APLB Jacksonville, LLC	Columbian Mutual	$1,528,778.27	Issuer**	Mortgage	Applebees - 5055 J. Turner Butler Blvd., Jacksonville FL 32216
10	Broadstone ADTB Rochester, LLC	Merrill	$6,330,188.19	None	Mortgage	ADT - 265 Thruway Park Drive, Rochester NY 14586
11	Broadstone FMFP Texas, LLP	Siemens Financial	$5,963,231.85	Parent Guarantor*	Mortgage	1960 Family Practice - 837 FM 1960 West, Houston TX 77090

SCHEDULE 5.15

(to Note and Guaranty Agreement)

12	Unity Ridgeway, LLC	M&T Bank	$21,244,386.04	None	Mortgage	Unity Hospital - 2655 Ridgeway Avenue, Greece NY 14612
13	Broadstone GUC Colorado, LLC	Symetra	$1,028,905.76	Parent Guarantor and Issuer***	Mortgage	Guardian Urgent Care - 5165 West 72nd Avenue, Westminster CO 80030
14	GRC Durham, LLC	Sun Life	$11,773,828.99	Parent Guarantor and Issuer*	Mortgage	Implus Footware - 2001 T.W. Alexander Dr, Durham, NC 27703
15	Broadstone HC California, LLC	Aegon	$8,972,616.73	Parent Guarantor and Issuer*	Mortgage	The Hess Collection - 1166 Commerce Blvd, American Canyon, CA 94503
16	Broadstone FC Colorado	Columbus Life	$9,552,208.63	Parent Guarantor and Issuer*	Mortgage	Fiberspar - 3600 Ronald Reagan Boulevard, Johnstown, CO 80534
17	Broadstone WFM Sterling	PNC Bank	$18,882,376.05	Issuer	Mortgage	Wegmans - 45131 Columbia Place, Sterling, VA 20166

* Non-recourse guaranty with customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar exceptions to non-recourse liability.

** Non-recourse guaranty but will automatically become full recourse if the ratio of net operating income from the property (after deduction of all applicable operating expenses) to the annual principal and interest payments under the note is less than 1.2.

*** Non-recourse guaranty but will automatically become full recourse if the current lease terminates or if the current tenant vacates the premises.

Schedule 5.15 - 2

INFORMATION RELATING TO PURCHASER

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
TEACHERS INSURANCE AND ANNUITY	$35,000,000.00
ASSOCIATION OF AMERICA
730 Third Avenue
New York, New York 10017

(1) All payments on or in respect of the Notes shall be made in immediately available funds on the due date by electronic funds transfer, through the Automated Clearing House System, to:

Provided to Issuer under separate cover.

(2) All notices with respect to payments and prepayments of the Notes shall be sent to:

Teachers Insurance and Annuity Association of America

730 Third Avenue

New York, New York 10017

Attention: Securities Accounting Division

Phone: (212) 916-5504

Facsimile: (212) 916-4699

With a copy to:

JPMorgan Chase Bank, N.A.

P.O. Box 35308

Newark, New Jersey 07101

Contemporaneous written confirmation of any electronic funds transfer shall be sent to the above addresses setting forth (1) the full name, private placement number, interest rate and maturity date of the Notes, (2) allocation of payment between principal, interest, Make-Whole Amount, other premium or any special payment and (3) the name and address of the bank from which such electronic funds transfer was sent.

(3) All notices and communications, including notices with respect to payments and prepayments, shall be delivered or mailed to:

Teachers Insurance and Annuity Association of America

8500 Andrew Carnegie Blvd.

Charlotte, NC 28262

Attention: Global Private Markets

Telephone:    (704) 988-4349 (Name: Ho Young-Lee)

                      (212) 916-4000 (General Number)

Facsimile:     (704) 988-4916

PURCHASER SCHEDULE

(to Note and Guaranty Agreement)

(4) Address for Delivery of Notes:

Provided to Issuer under separate cover.

(5) Name of Nominee in which Notes are to be issued: None

(6) Tax Identification Number: Provided to Issuer under separate cover.

Purchaser Schedule - 2

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
MASSACHUSETTS MUTUAL LIFE INSURANCE	$13,600,000.00
COMPANY
c/o Barings LLC
1500 Main Street – Suite 2200
PO Box 15189
Springfield, MA 01115-5189

(1) All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds (identifying each payment as “Broadstone Net Lease, LLC, 4.84% Guaranteed Senior Notes due April 18, 2027” and specifying interest/principal allocation), to:

Provided to Issuer under separate cover..

(2) All notices with respect to payments of the Notes shall be sent to:

Massachusetts Mutual Life Insurance Company

Treasury Operations Liquidity Management

1295 State Street

Springfield, MA 01111

Attn: Janelle Tarantino

With a copy to:

Massachusetts Mutual Life Insurance Company

c/o Barings LLC

1500 Main Street – Suite 2200

PO Box 15189

Springfield, MA 01115

(3) All other notices and communications shall be delivered to:

Massachusetts Mutual Life Insurance Company

c/o Barings LLC

1500 Main Street – Suite 2200

PO Box 15189

Springfield, MA 01115-5189

(4) Electronic Delivery of Financials and other information shall be delivered to:

privateplacements@barings.com

John.Wheeler@Barings.com

Purchaser Schedule - 3

(5) Address for Delivery of Notes:

Provided to Issuer under separate cover.

(6) Name of Nominee in which Notes are to be issued: None

(7) Tax Identification Number: Provided to Issuer under separate cover.

(8) DTTP No.: Provided to Issuer under separate cover.

Purchaser Schedule - 4

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
MASSMUTUAL ASIA LIMITED	$1,300,000.00
c/o Barings LLC
1500 Main Street – Suite 2200
PO Box 15189
Springfield, MA 01115-5189

(1) All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds (identifying each payment as “Broadstone Net Lease, LLC, 4.84% Guaranteed Senior Notes due April 18, 2027” and specifying interest/principal allocation), to:

Provided to Issuer under separate cover.

(2) All notices with respect to payments of the Notes shall be sent to:

MassMutual Asia Limited

Treasury Operations Liquidity Management

1295 State Street

Springfield, MA 01111

Attn: Janelle Tarantino

With a copy to:

MassMutual Asia Limited

c/o Barings LLC

1500 Main Street – Suite 2200

PO Box 15189

Springfield, MA 01115

(3) All other notices and communications shall be delivered to:

MassMutual Asia Limited

c/o Barings LLC

1500 Main Street – Suite 2200

PO Box 15189

Springfield, MA 01115-5189

(4) Electronic Delivery of Financials and other information shall be delivered to:

privateplacements@barings.com

John.Wheeler@Barings.com

Purchaser Schedule - 5

(5) All corporation action notifications shall be delivered to:

Citigroup Global Securities Services

Attn: Corporate Action Dept.

3800 Citibank Center Tampa

Building B, Floor 3

Tampa, FL 33610-9122

(6) Address for Delivery of Notes:

Provided to Issuer under separate cover.

(7) Name of Nominee in which Notes are to be issued: Gerlach & Co.

Purchaser Schedule - 6

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
BANNER LIFE INSURANCE COMPANY	$1,000,000.00
c/o Barings LLC
1500 Main Street – Suite 2200
PO Box 15189
Springfield, MA 01115-5189

(1) All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds, (identifying each payment as “Broadstone Net Lease, LLC, 4.84% Guaranteed Senior Notes due April 18, 2027” and specifying interest/principal allocation), to:

Provided to Issuer under separate cover.

(2) All notices and communication, including with respect to payments of the Notes, shall be delivered to:

Banner Life Insurance Company

c/o Barings LLC

1500 Main Street – Suite 2200

PO Box 15189

Springfield, MA 01115-5189

With notification to:

privateplacements@barings.com

John.Wheeler@Barings.com

(3) Electronic Delivery of Financials and other information shall be delivered to:

privateplacements@barings.com

John.Wheeler@Barings.com

(4) Address for Delivery of Notes:

Provided to Issuer under separate cover.

(5) Name of Nominee in which Notes are to be issued: Hare & Co., LLC

(6) Tax Identification Number: Provided to Issuer under separate cover.

(7) DTTP No: Provided to Issuer under separate cover.

Purchaser Schedule - 7

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY	$9,100,000.00
c/o Barings LLC
1500 Main Street – Suite 2200
PO Box 15189
Springfield, MA 01115-5189

(1) All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds (identifying each payment as “Broadstone Net Lease, LLC, 4.84% Guaranteed Senior Notes due April 18, 2027” and specifying interest/principal allocation), to:

Provided to Issuer under separate cover.

(2) All notices and communication shall be sent to:

Massachusetts Mutual Life Insurance Company

c/o Barings LLC

1500 Main Street – Suite 2200

PO Box 15189

Springfield, MA 01115-5189

(3) All notices with respect to payments of the Notes shall be sent to:

Massachusetts Mutual Life Insurance Company

Treasury Operations Liquidity Management

1295 State Street

Springfield, MA 01111

Attn: Janelle Tarantino

With a copy to:

Massachusetts Mutual Life Insurance Company

c/o Barings LLC

1500 Main Street – Suite 2200

PO Box 15189

Springfield, MA 01115

(4) Electronic Delivery of Financials and other information shall be delivered to:

privateplacements@barings.com

John.Wheeler@Barings.com

Purchaser Schedule - 8

(5) Address for Delivery of Notes:

Provided to Issuer under separate cover.

(6) Name of Nominee in which Notes are to be issued: None

(7) Tax Identification Number: Provided to Issuer under separate cover.

(8) DTTP No: Provided to Issuer under separate cover.

Purchaser Schedule - 9

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	NOTES TO BE PURCHASED
NEW YORK LIFE INSURANCE COMPANY	$15,300,000.00

Purchaser information provided to Issuer under separate cover.

Purchaser Schedule - 10

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
NEW YORK LIFE INSURANCE AND ANNUITY Corporation	$8,100,000.00

    Purchaser information provided to Issuer under separate cover.

Purchaser Schedule - 11

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2)	$300,000.00

    Purchaser information provided to Issuer under separate cover.

Purchaser Schedule - 12

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3)	$300,000.00

    Purchaser information provided to Issuer under separate cover.

Purchaser Schedule - 13

NAME AND ADDRESS OF PURCHASER

PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED

THE BANK OF NEW YORK MELLON, A BANKING CORPORATION ORGANIZED UNDER THE LAWS OF NEW YORK, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE UNDER THAT CERTAIN TRUST AGREEMENT DATED AS OF JULY 1ST, 2015 BETWEEN NEW YORK LIFE INSURANCE COMPANY, AS GRANTOR, JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), AS BENEFICIARY, JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK, AS BENEFICIARY, AND THE BANK OF NEW YORK MELLON, AS TRUSTEE)

$1,000,000.00

    Purchaser information provided to Issuer under separate cover.

Purchaser Schedule - 14

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA c/o Prudential Capital Group 1114 Avenue of the Americas, 30th Floor New York, NY 10036	$13,000,000.00

(1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

Provided to Issuer under separate cover.

(2) Address for all communications and notices:

The Prudential Insurance Company of America

c/o Prudential Capital Group

1114 Avenue of the Americas, 30^th Floor

New York, NY 10036

Attention: Managing Director

(3) All notices relating solely to scheduled principal and interest payments to:

The Prudential Insurance Company of America

c/o PGIM, Inc.

Prudential Tower

655 Broad Street

14th Floor - South Tower

Newark, NJ 07102

Attention: PIM Private Accounting Processing Team

Email: Pim.Private.Accounting.Processing.Team@prudential.com

(4) Address for Delivery of Notes:

Provided to Issuer under separate cover.

(5) Name of Nominee in which Notes are to be issued: None

(6) Tax Identification Number: Provided to Issuer under separate cover.

Purchaser Schedule - 15

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
THE GIBRALTAR LIFE INSURANCE CO., LTD. c/o Prudential Capital Group 1114 Avenue of the Americas, 30th Floor New York, NY 10036	$12,000,000.00

(1) All principal, interest and Make-Whole Amount payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

Provided to Issuer under separate cover.

(2) All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

Provided to Issuer under separate cover.

(3) Address for all communications and notices:

Prudential Private Placement Investors, L.P.

c/o Prudential Capital Group

1114 Avenue of the Americas, 30^th Floor

New York, NY 10036

Attention: Managing Director

(4) All notices relating solely to scheduled principal and interest payments to:

The Gibraltar Life Insurance Co., Ltd.

2-13-10, Nagata-cho

Chiyoda-ku, Tokyo 100-8953, Japan

Attention:     Osamu Egi, Team Leader of Investment

                     Administration Team

E-mail:         osamu.egi@gib-life.co.jp

and e-mail copy to:

Attention:     Tetsuya Sawazaki, Manager of Investment

                     Administration Team

E-mail:         tetsuya.sawazaki@gib-life.co.jp

(5) Address for Delivery of Notes:

Provided to Issuer under separate cover.

Purchaser Schedule - 16

(6) Name of Nominee in which Notes are to be issued: None

(7) Tax Identification Number: Provided to Issuer under separate cover.

Purchaser Schedule - 17

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA 7 Hanover Square New York, NY 10004-2616	$9,000,000.00

(1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

Provided to Issuer under separate cover.

(2) Address for all communications and notices:

The Guardian Life Insurance Company of America

7 Hanover Square

New York, NY 10004-2616

Attn: Brian Keating

Investment Department 9-A

FAX # (212) 919-2658

Email address: brian_keating@glic.com

(3) Address for Delivery of Notes:

Provided to Issuer under separate cover.

(4) Name of Nominee in which Notes are to be issued: None

(5) Tax Identification Number: Provided to Issuer under separate cover.

Purchaser Schedule - 18

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA 7 Hanover Square New York, NY 10004-2616	$5,000,000.00

(1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

Provided to Issuer under separate cover.

(2) Address for all communications and notices:

The Guardian Life Insurance Company of America

7 Hanover Square

New York, NY 10004-2616

Attn: Brian Keating

Investment Department 9-A

FAX # (212) 919-2658

Email address: brian_keating@glic.com

(3) Address for Delivery of Notes:

Provided to Issuer under separate cover.

(4) Name of Nominee in which Notes are to be issued: None

(5) Tax Identification Number: Provided to Issuer under separate cover.

Purchaser Schedule - 19

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
UNITED OF OMAHA LIFE INSURANCE COMPANY 3300 Mutual of Omaha Plaza Omaha, NE 68175-1011	$14,000,000.00

(1) All principal and interest payments on the Notes shall be made by wire transfer of immediately available funds to:

Provided to Issuer under separate cover.

(2) Address for all notices in respect of payment of Principal and Interest, Corporate Actions, and Reorganization Notifications:

JPMorgan Chase Bank

4 Chase Metrotech Center, 16^th Floor

Brooklyn, NY 11245-0001

Attn: Income Processing

a/c: Provided to Issuer under separate cover.

(3) Address for all other communications (i.e.: Quarterly/Annual reports, Tax filings, Modifications, Waivers regarding the Notes):

4 - Investment Management

United of Omaha Life Insurance Company

3300 Mutual of Omaha Plaza

Omaha, NE 68175-1011

Email Address for Electronic Document Transmission:

privateplacements@mutualofomaha.com

(4) Address for Delivery of Notes:

Provided to Issuer under separate cover.

(5) Name of Nominee in which Notes are to be issued: None

(6) Tax Identification Number: Provided to Issuer under separate cover.

Purchaser Schedule - 20

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
MODERN WOODMEN OF AMERICA	$6,000,000.00
1701 First Avenue
Rock Island, IL 61201

(1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

Provided to Issuer under separate cover.

(2) Address for all notices relating to payments:

Modern Woodmen of America

Attn: Investment Accounting Department

1701 First Avenue

Rock Island, IL 61201

Fax: (309) 793-5688

(3) Address for all other communications and notices::

Modern Woodmen of America

Attn: Investment Department

1701 First Avenue

Rock Island, IL 61201

investments@modern-woodmen.org

Fax: (309) 793-5574

(4) Address for Delivery of Notes:

Provided to Issuer under separate cover.

(5) Name of Nominee in which Notes are to be issued: None

(6) Tax Identification Number: Provided to Issuer under separate cover.

(7) DTTP Number: (Double Taxation Treaty Passport-U.K.):

Provided to Issuer under separate cover.

Purchaser Schedule - 21

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
ASSURITY LIFE INSURANCE COMPANY 2000 Q Street P.O. Box 82533 Lincoln, NE 68501-2533	$3,000,000.00

(1) All payments on or in respect of the Notes shall be made by wire transfer of immediately available funds at the opening of business on the due date to:

Provided to Issuer under separate cover.

(2) Address for all notices relating to payment and written confirmation of such wire transfers:

Assurity Life Insurance Company

2000 Q Street

Lincoln, NE 68503

Attention: Investment Division

Fax: (402) 458-2170

Phone: (402) 437-3682

Contact: Victor Weber

Senior Director – Investments

Telephone: (402) 437-3682

FAX: (402) 458-2170

E-mail: vweber@assurity.com

(3) Address for all other communications:

Assurity Life Insurance Company

2000 Q Street

P.O. Box 82533

Lincoln, NE 68501-2533

Contact: Victor Weber

Senior Director – Investments

Telephone: (402) 437-3682

FAX: (402) 458-2170

E-mail: vweber@assurity.com

(4) Address for Delivery of Notes:

Provided to Issuer under separate cover.

(5) Name of Nominee in which Notes are to be issued: None

Purchaser Schedule - 22

(6) Tax Identification Number: Provided to Issuer under separate cover.

Purchaser Schedule - 23

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
AMERICO FINANCIAL LIFE & ANNUITY INSURANCE COMPANY c/o Americo Life, Inc. 300 West 11th Street Kansas City, MO 64105	$3,000,000

(1) All payments on or in respect of the Notes shall be made by wire transfer of immediately available funds to:

Provided to Issuer under separate cover.

(2) All notices of payments and written confirmation of payments shall be sent to:

Attn: Investment Accounting – Denise Kisner

Americo Life, Inc.

PO Box 410288

Kansas City, MO 64141-0288

Tel: (816) 391-2118

Email: denise.kisner@americo.com

(3) All other communications shall be sent to:

Attn: Investment Department

Americo Life, Inc.

300 West 11^th Street

Kansas City, MO 64105

Tel: (816) 391-2779

Email: private.placement@americo.com

(4) Address for delivery of Note:

Provided to Issuer under separate cover.

(5) Name of Nominee in which Notes are to be issued: None

(6) Tax Identification Number: Provided to Issuer under separate cover.

Purchaser Schedule - 24

Execution Version

SUBSIDIARY GUARANTY AGREEMENT

Dated as of April 18, 2017

Re:

$150,000,000 4.84% Guaranteed Senior Notes due April 18, 2027

of

Broadstone Net Lease, LLC

EXHIBIT SGA

(to Note and Guaranty Agreement)

TABLE OF CONTENTS

SECTION	HEADING	PAGE
SECTION 1.	Definitions		4
SECTION 2.	Guaranty of Notes and Note Agreement		4
SECTION 3.	Guaranty of Payment and Performance		5
SECTION 4.	General Provisions Relating to the Guaranty		6
SECTION 5.	Representations and Warranties of the Guarantors		11
SECTION 6.	Amendments, Waivers and Consents		12
SECTION 7.	Notices		13
SECTION 8.	Miscellaneous		14
Exhibit A	Subsidiary Guaranty Supplement

-i-

E-SGA - 2

SUBSIDIARY GUARANTY AGREEMENT

Re:

$150,000,000 4.84% Guaranteed Senior Notes due April 18, 2027

of

Broadstone Net Lease, LLC

This SUBSIDIARY GUARANTY AGREEMENT dated as of April 18, 2017 (this “Guaranty”) is entered into on a joint and several basis by each of the undersigned, together with any entity which may become a party hereto by execution and delivery of a Subsidiary Guaranty Supplement in substantially the form set forth as Exhibit A hereto (a “Guaranty Supplement”) (which parties are hereinafter referred to individually as a “Guarantor” and collectively as the “Guarantors”).

R E C I T A L S

A.    Broadstone Net Lease, Inc., a Maryland corporation (the “Parent Guarantor”), is the managing member of Broadstone Net Lease, LLC, a New York limited liability company (the “Issuer”; the Parent Guarantor and the Issuer are sometimes collectively referred to herein as the “Constituent Companies”). Each Guarantor is a direct or indirect wholly-owned Subsidiary of a Constituent Company.

B.    The Constituent Companies have entered into a Note and Guaranty Agreement dated as of March 16, 2017 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Note Agreement”) with each of the purchasers listed in the Purchaser Schedule attached to said Note Agreement (collectively, the “Purchasers”), providing for, among other things, the issue and sale by the Issuer to the Purchasers of $150,000,000 aggregate principal amount of its 4.84% Guaranteed Senior Notes due April 18, 2027 (the “Notes”). The Purchasers together with their respective successors and assigns are collectively referred to herein as the “Holders.”

C.    The Purchasers have required as a condition of their purchase of the Notes that the Constituent Companies cause each of the undersigned to enter into this Guaranty and, as set forth in Section 9.8(a) of the Note Agreement, to cause certain other Subsidiaries from time to time to enter into a Guaranty Supplement, and the Constituent Companies have agreed to cause each of the undersigned to execute this Guaranty and to cause each such other Subsidiary to execute a Guaranty Supplement, in each case in order to induce the Purchasers to purchase the Notes and thereby benefit the Issuer and its Subsidiaries by providing funds to the Issuer for the purposes described in Section 5.14 of the Note Agreement.

NOW, THEREFORE, as required by Section 4.11 of the Note Agreement and in consideration of the premises and other good and valuable consideration, the receipt and

E-SGA - 3

sufficiency whereof are hereby acknowledged, each Guarantor does hereby covenant and agree, jointly and severally, as follows:

SECTION 1. DEFINITIONS.

Capitalized terms used herein shall have the meanings set forth in the Note Agreement unless defined herein or the context shall otherwise require.

SECTION 2. GUARANTY OF NOTES AND NOTE AGREEMENT.

(a)    Each Guarantor jointly and severally does hereby irrevocably, absolutely and unconditionally guarantee unto the Holders: (1) the full and prompt payment of the principal of, Make-Whole Amount, if any, and interest (including, without limitation, any interest on any overdue principal, Make-Whole Amount, if any, interest accruing after the commencement of any bankruptcy or similar proceeding, and any additional interest that would accrue but for the commencement of such proceeding and, to the extent permitted by applicable law, on any overdue interest) on the Notes from time to time outstanding, as and when such payments shall become due and payable whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration or otherwise in federal or other immediately available funds of the United States which at the time of payment or demand therefor shall be legal tender for the payment of public and private debts, (2) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or owed by the Issuer under the terms of the Notes, (3) the full and prompt performance and observance by each Constituent Company of each and all of the obligations, covenants and agreements required to be performed or owed by such Constituent Company under the terms of the Note Agreement and (4) the full and prompt payment, upon demand by any Holder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees), if any, payable by the Issuer pursuant to Section 12.4 of the Note Agreement or the Constituent Companies pursuant to Section 16.1 of the Note Agreement, or as shall have been expended or incurred in the protection or enforcement of any rights, privileges or liabilities in favor of the Holders under or in respect of this Guaranty or in any consultation or action in connection therewith or herewith.

(b)    To the extent that any Guarantor shall make a payment hereunder (a “Payment”) which, together with all other Payments made by such Guarantor, and taking into account all other Payments previously or concurrently made by any of the other Guarantors, exceeds the amount which such Guarantor would otherwise have paid if each Guarantor had paid the aggregate obligations satisfied by such Payment(s) in the same proportion as such Guarantor’s Allocable Amount (as hereinafter defined) in effect immediately prior to such Payment bore to the Aggregate Allocable Amount (as hereinafter defined) in effect immediately prior to the making of such Payment, then such Guarantor shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Guarantors for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Payment; provided that each Guarantor covenants and agrees that such right of contribution and indemnification and any and all claims of such Guarantor against any other Guarantor, any endorser or against any of their property shall be junior and subordinate in right of payment to the prior indefeasible final payment in cash in full of all of the Notes and satisfaction by the

E-SGA - 4

Constituent Companies of their obligations under the Note Agreement and by the Guarantors of their obligations under this Guaranty and the Guarantors shall not take any action to enforce such right of contribution and indemnification, and the Guarantors shall not accept any payment in respect of such right of contribution and indemnification, until all of the Notes and all amounts payable by the Guarantors hereunder have indefeasibly been finally paid in cash in full and all of the obligations of the Constituent Companies under the Note Agreement and of the Guarantors under this Guaranty have been satisfied.

As of any date of determination, (1) the “Allocable Amount” of any Guarantor shall be equal to the maximum amount which could then be claimed by the Holders under this Guaranty without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the United States Bankruptcy Code (11 U.S.C. Sec. 101 et. seq.) or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law; and (2) the “Aggregate Allocable Amount” shall be equal to the sum of the Allocable Amount of all Guarantors.

This clause (b) is intended only to define the relative rights of the Guarantors, and nothing set forth in this clause (b) is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts to the Holders as and when the same shall become due and payable in accordance herewith.

Each Guarantor acknowledges that the rights of contribution and indemnification hereunder shall constitute an asset in favor of any Guarantor to which such contribution and indemnification is owing.

SECTION 3. GUARANTY OF PAYMENT AND PERFORMANCE.

This is an irrevocable, absolute and unconditional guarantee of payment and performance (and not of collection) and each Guarantor hereby waives, to the fullest extent permitted by law, any right to require that any action on or in respect of any Note or the Note Agreement be brought against either Constituent Company or any other Person or that resort be had to any direct or indirect security for the Notes or for this Guaranty or any other remedy. Any Holder may, at its option, proceed hereunder against any Guarantor in the first instance to collect monies when due, the payment of which is guaranteed hereby, without first proceeding against either Constituent Company or any other Person and without first resorting to any direct or indirect security for the Notes or for this Guaranty or any other remedy. The liability of each Guarantor hereunder shall in no way be affected or impaired by any acceptance by any Holder of any direct or indirect security for, or other guaranties of, any Indebtedness, liability or obligation of either Constituent Company or any other Person to any Holder or by any failure, delay, neglect or omission by any Holder to realize upon or protect any such guarantees, Indebtedness, liability or obligation or any notes or other instruments evidencing the same or any direct or indirect security therefor or by any approval, consent, waiver, or other action taken, or omitted to be taken by any such Holder.

The covenants and agreements on the part of the Guarantors herein contained shall take effect as joint and several covenants and agreements, and references to the Guarantors shall take effect as references to each of them and none of them shall be released from liability hereunder by reason of the guarantee ceasing to be binding as a continuing security on any other of them.

E-SGA - 5

SECTION 4 GENERAL PROVISIONS RELATING TO THE GUARANTY.

(a)    Each Guarantor hereby consents and agrees that any Holder or Holders from time to time, with or without any further notice to or assent from any other Guarantor may, without in any manner affecting the liability of any Guarantor under this Guaranty, and upon such terms and conditions as any such Holder or Holders may deem advisable:

(1)    extend in whole or in part (by renewal or otherwise), modify, change, compromise, release or extend the duration of the time for the performance or payment of any Indebtedness, liability or obligation of the Issuer or of any other Person (including, without limitation, any other Guarantor) secondarily or otherwise liable for any Indebtedness, liability or obligation of the Issuer on the Notes, or waive any Default or Event of Default with respect thereto, or waive, modify, amend or change any provision of the Note Agreement, any other agreement or waive this Guaranty; or

(2)    sell, release, surrender, modify, impair, exchange or substitute any and all property, of any nature and from whomsoever received, held by, or for the benefit of, any such Holder as direct or indirect security for the payment or performance of any Indebtedness, liability or obligation of the Issuer or of any other Person (including, without limitation, any other Guarantor) secondarily or otherwise liable for any Indebtedness, liability or obligation of the Issuer on the Notes; or

(3)    settle, adjust or compromise any claim of the Issuer against any other Person (including, without limitation, any other Guarantor) secondarily or otherwise liable for any Indebtedness, liability or obligation of the Issuer on the Notes.

Each Guarantor hereby ratifies and confirms any such extension, renewal, change, sale, release, waiver, surrender, exchange, modification, amendment, impairment, substitution, settlement, adjustment or compromise and that the same shall be binding upon it, and hereby waives, to the fullest extent permitted by law, any and all defenses, counterclaims or offsets which it might or could have by reason thereof, it being understood that such Guarantor shall at all times be bound by this Guaranty and remain liable hereunder until all of the Notes and all amounts payable by the Guarantors hereunder have indefeasibly been finally paid in cash in full and all of the obligations of the Constituent Companies under the Note Agreement and of the Guarantors under this Guaranty have been satisfied.

(b)    Each Guarantor hereby waives, to the fullest extent permitted by law:

(1)    notice of acceptance of this Guaranty by the Holders or of the creation, renewal or accrual of any liability of either Constituent Company, present or future, or of the reliance of such Holders upon this Guaranty (it being understood that every Indebtedness, liability and obligation described in Section 2 hereof shall conclusively be presumed to have been created, contracted or incurred in reliance upon the execution of this Guaranty);

E-SGA - 6

(2)    demand of payment by any Holder from either Constituent Company or any other Person (including, without limitation, any other Guarantor) indebted in any manner on or for any of the Indebtedness, liabilities or obligations hereby guaranteed; and

(3)    presentment for the payment by any Holder or any other Person of the Notes or any other instrument, protest thereof and notice of its dishonor to any party thereto and to such Guarantor.

The obligations of each Guarantor under this Guaranty and the rights of any Holder to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination (other than termination upon the indefeasible payment in cash in full of all of the Notes and all amounts payable by the Guarantors hereunder and the satisfaction of all of the obligations of the Constituent Companies under the Note Agreement and of the Guarantors under this Guaranty), whether by reason of any claim of any character whatsoever or otherwise and shall not be subject to any defense, set-off, counterclaim (other than any compulsory counterclaim), recoupment or termination whatsoever.

(c)    The obligations of the Guarantors hereunder shall be binding upon the Guarantors and their successors and assigns, shall remain in full force and effect until all of the Notes and all amounts payable by the Guarantors hereunder have indefeasibly been finally paid in cash in full and all of the obligations of the Constituent Companies under the Note Agreement and of the Guarantors under this Guaranty have been satisfied, and shall remain in full force and effect irrespective of:

(1)    the genuineness, validity, regularity or enforceability of the Notes, the Note Agreement or any other agreement or any of the terms of any thereof, the continuance of any obligation on the part of the Issuer or any other Person on or in respect of the Notes or either Constituent Company under the Note Agreement or any other agreement or the power or authority or the lack of power or authority of the Issuer to issue the Notes or either Constituent Company to execute and deliver the Note Agreement, or any other agreement or of any Guarantor to execute and deliver this Guaranty or to perform any of its obligations hereunder or the existence or continuance of either Constituent Company or any other Person as a legal entity; or

(2)    any default, failure or delay, willful or otherwise, in the performance by either Constituent Company, any Guarantor or any other Person of any obligations of any kind or character whatsoever under the Notes, the Note Agreement, this Guaranty or any other agreement; or

(3)    any creditors’ rights, bankruptcy, receivership or other insolvency proceeding of either Constituent Company, any Guarantor or any other Person or in respect of the property of either Constituent Company, any Guarantor or any other Person or any merger, consolidation, reorganization, dissolution, liquidation, sale of all or substantially all of the assets of or winding up of either Constituent Company, any Guarantor or any other Person; or

E-SGA - 7

(4)    impossibility or illegality of performance on the part of either Constituent Company, any Guarantor or any other Person of its obligations under the Notes, the Note Agreement, this Guaranty or any other agreement; or

(5)    in respect of either Constituent Company or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to either Constituent Company or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotion, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of either Constituent Company or any other Person and whether or not of the kind hereinbefore specified; or

(6)    any attachment, claim, demand, charge, Lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, Indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against either Constituent Company, any Guarantor or any other Person or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by either Constituent Company, any Guarantor or any other Person, or against any sums payable in respect of the Notes or under the Note Agreement, or this Guaranty, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or

(7)    any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by either Constituent Company, any Guarantor or any other Person of its respective obligations under or in respect of the Notes, the Note Agreement, this Guaranty or any other agreement; or

(8)    the failure of any Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty; or

(9)    any failure or lack of diligence in collection or protection, failure in presentment or demand for payment, protest, notice of protest, notice of default and of nonpayment, any failure to give notice to any Guarantor of failure of either Constituent Company, any Guarantor or any other Person to keep and perform any obligation, covenant or agreement under the terms of the Notes, the Note Agreement, this Guaranty or any other agreement or failure to resort for payment to either Constituent Company, any Guarantor or to any other Person or to any other guaranty or to any property, security, Liens or other rights or remedies; or

(10)    the acceptance of any additional security or other guaranty, the advance of additional money to the Issuer or any other Person, the renewal or extension of the Notes

E-SGA - 8

or amendments, modifications, consents or waivers with respect to the Notes, the Note Agreement, or any other agreement, or the sale, release, substitution or exchange of any security for the Notes; or

(11)    any merger or consolidation of either Constituent Company, any Guarantor or any other Person into or with any other Person or any sale, lease, transfer or other disposition of any of the assets of either Constituent Company, any Guarantor or any other Person to any other Person, or any change in the ownership of any shares or other equity interests of either Constituent Company, any Guarantor or any other Person; or

(12)    any defense whatsoever that: (i) the Issuer or any other Person might have to the payment of the Notes (including, principal, Make-Whole Amount, if any, or interest), other than payment thereof in federal or other immediately available funds or (ii) either Constituent Company or any other Person might have to the performance or observance of any of the provisions of the Notes, the Note Agreement or any other agreement, whether through the satisfaction or purported satisfaction by either Constituent Company or any other Person of its debts due to any cause such as bankruptcy, insolvency, receivership, merger, consolidation, reorganization, dissolution, liquidation, winding-up or otherwise; or

(13)    any act or failure to act with regard to the Notes, the Note Agreement, this Guaranty or any other agreement or anything which might vary the risk of any Guarantor or any other Person; or

(14)    any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or any other Person in respect of the obligations of any Guarantor or other Person under this Guaranty or any other agreement;

provided that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Guaranty and the parties hereto that the obligations of each Guarantor shall be absolute and unconditional and shall not be discharged, impaired or varied except by the payment of the principal of, Make-Whole Amount, if any, and interest on the Notes in accordance with their respective terms whenever the same shall become due and payable as in the Notes provided, at the place specified in and all in the manner and with the effect provided in the Notes and the Note Agreement, as each may be amended or modified from time to time. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when, from time to time, the Issuer shall default under or in respect of the terms of the Notes or either Constituent Company shall default under or in respect of the terms of the Note Agreement and that notwithstanding recovery hereunder for or in respect of any given default or defaults by the Issuer under the Notes or by either Constituent Company under the Note Agreement, this Guaranty shall remain in full force and effect and shall apply to each and every subsequent default.

(d)    All rights of any Holder under this Guaranty shall be considered to be transferred or assigned at any time or from time to time upon the transfer of any Note held by such Holder whether with or without the consent of or notice to the Guarantors under this Guaranty or to either Constituent Company.

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(e)    To the extent of any payments made under this Guaranty, the Guarantors shall be subrogated to the rights of the Holder or Holders upon whose Notes such payment was made, but each Guarantor covenants and agrees that such right of subrogation and any and all claims of such Guarantor against either Constituent Company, any endorser or other Guarantor or against any of their respective properties shall be junior and subordinate in right of payment to the prior indefeasible final payment in cash in full of all of the Notes and satisfaction by the Constituent Companies of their obligations under the Note Agreement and by the Guarantors of their obligations under this Guaranty, and the Guarantors shall not take any action to enforce such right of subrogation, and the Guarantors shall not accept any payment in respect of such right of subrogation, until all of the Notes and all amounts payable by the Guarantors hereunder have indefeasibly been finally paid in cash in full and all of the obligations of the Constituent Companies under the Note Agreement and of the Guarantors under this Guaranty have been satisfied. Notwithstanding any right of any Guarantor to ask, demand, sue for, take or receive any payment from either Constituent Company, all rights, Liens and security interests of each Guarantor, whether now or hereafter arising and howsoever existing, in any assets of the Constituent Companies shall be and hereby are subordinated to the rights, if any, of the Holders in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Notes and the obligations of the Constituent Companies under the Note Agreement shall have been paid in cash in full and satisfied.

(f)    Each Guarantor agrees that to the extent the Issuer or any other Person makes any payment on any Note, which payment or any part thereof is subsequently invalidated, voided, declared to be fraudulent or preferential, set aside, recovered, rescinded or is required to be retained by or repaid to a trustee, receiver, or any other Person under any bankruptcy code, common law, or equitable cause, then and to the extent of such payment, the obligation or the part thereof intended to be satisfied shall be revived and continued in full force and effect with respect to the Guarantors’ obligations hereunder, as if said payment had not been made. The liability of the Guarantors hereunder shall not be reduced or discharged, in whole or in part, by any payment to any Holder from any source that is thereafter paid, returned or refunded in whole or in part by reason of the assertion of a claim of any kind relating thereto, including, but not limited to, any claim for breach of contract, breach of warranty, preference, illegality, invalidity or fraud asserted by any account debtor or by any other Person.

(g)    No Holder shall be under any obligation: (1) to marshal any assets in favor of the Guarantors or in payment of any or all of the liabilities of the Issuer under or in respect of the Notes or the Constituent Companies under or in respect of the Note Agreement or the obligations of the Guarantors hereunder or (2) to pursue any other remedy that the Guarantors may or may not be able to pursue themselves and that may lighten the Guarantors’ burden, any right to which each Guarantor hereby expressly waives.

(h)    If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and such acceleration shall at such time be prevented or the right of any Holder to receive any payment under any Note shall at such

E-SGA - 10

time be delayed or otherwise affected by reason of the pendency against the Issuer, the Parent Guarantor or any other Guarantor of a case or proceeding under a bankruptcy or insolvency law, each Guarantor agrees that, for purposes of this Guaranty and its obligations hereunder, the maturity of such principal amount shall be deemed to have been accelerated with the same effect as if the Holders had accelerated the same in accordance with the terms of the Note Agreement, and such Guarantor shall forthwith pay such accelerated principal of, Make-Whole Amount, if any, and interest on the Notes and any other amounts guaranteed hereunder.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS.

Each Guarantor represents and warrants to each Holder that:

(a)    Such Guarantor is a corporation or other legal entity duly organized or formed, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization or formation, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Such Guarantor has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Guaranty and to perform the provisions hereof.

(b)    Such Guarantor is either (1) a “qualified REIT subsidiary” within the meaning of Section 856(i) of the Code, (2) a REIT, (3) a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code, (4) a partnership under Treasury Regulation Section 301.7701-3 or (5) an entity disregarded as a separate entity from its owner under Treasury Regulation Section 301.7701-3.

(c)    This Guaranty has been duly authorized by all necessary action on the part of such Guarantor, and this Guaranty constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(d)    The execution, delivery and performance by such Guarantor of this Guaranty will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Guarantor or any of its Subsidiaries under any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, organizational document, shareholders agreement or any other agreement or instrument to which such Guarantor or any of its Subsidiaries is bound or by which such Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Guarantor or any of its Subsidiaries or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Guarantor or any of its Subsidiaries.

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(e)    No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by such Guarantor of this Guaranty.

(f)    The obligations of each Guarantor under this Guaranty rank at least pari passu in right of payment with all other unsecured and unsubordinated senior Indebtedness (actual or contingent) of such Guarantor, including all unsecured and unsubordinated senior Indebtedness of such Guarantor described on Schedule 5.15 to the Note Agreement.

SECTION 6. AMENDMENTS, WAIVERS AND CONSENTS.

(a)    This Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), only with the written consent of each Guarantor and the Required Holders, except that (1) no amendment or waiver of any of the provisions of Sections 3, 4 or 5, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing and (2) no amendment or waiver may, without the written consent of each Holder, (i) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver or (ii) amend Section 2 or this Section 6. No consent of the Holders or the Guarantors shall be required in connection with the execution and delivery of a Guaranty Supplement or other addition of any additional Guarantor, and each Guarantor, by its execution and delivery of this Guaranty (or Guaranty Supplement) consents to the addition of each additional Guarantor.

(b)    The Guarantors will provide each Holder with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 6 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders. The Guarantors will deliver executed copies of each executed Guaranty Supplement to each Holder promptly following the date on which it is executed.

(c)    No Guarantor will, directly or indirectly, pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant any security or provide other credit support, to any Holder as consideration for or as an inducement to the entering into by such Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support is concurrently provided, on the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment.

(d)    Any consent given pursuant to this Section 6 by a Holder that has transferred or has agreed to transfer its Note to (1) a Constituent Company, (2) any Subsidiary or any other Affiliate or (3) any other Person in connection with, or in anticipation of, such other Person

E-SGA - 12

acquiring, making a tender offer for or merging with either Constituent Company and/or any of its Affiliates, in each case in connection with such consent, shall be void and of no force or effect except solely as to such Holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other Holders that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such Holder.

(e)    Any amendment or waiver consented to as provided in this Section 6 applies equally to all Holders affected thereby and is binding upon them and upon each future holder and upon the Guarantors. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived, or impair any right consequent thereon. No course of dealing between any Guarantor and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended or supplemented.

(f)    Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding have approved or consented to any amendment, waiver or consent to be given under this Guaranty, or have directed the taking of any action provided herein to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by any Guarantor, either Constituent Company or any of their Affiliates shall be deemed not to be outstanding.

(g)     A Guarantor shall be released and discharged from its obligations hereunder without further action under the circumstances described in Section 9.8(b) of the Note Agreement.

SECTION 7 NOTICES.

All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by an internationally recognized overnight delivery service (charges prepaid), (b) by registered or certified mail with return receipt requested (postage prepaid) or (c) by an internationally recognized overnight delivery service (charges prepaid). Any such notice must be sent:

(1)    if to a Purchaser or its nominee, to such Purchaser or its nominee at the address specified for such communications in the Purchaser Schedule, or at such other address as such Purchaser or its nominee shall have specified to the Guarantors and the Constituent Companies in writing,

(2)    if to any other Holder, to such Holder at such address as such Holder shall have specified to the Guarantors and the Constituent Companies in writing, or

(3)    if to any Guarantor, to such Guarantor c/o the Constituent Companies at the address set forth at the beginning of the Note Agreement to the attention of Chief Financial Officer, or at such other address as such Guarantor shall have specified to the Holders in writing.

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Notices under this Section 7 will be deemed given only when actually received.

SECTION 8 MISCELLANEOUS.

(a)    No remedy herein conferred upon or reserved to any Holder is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Guaranty now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default, omission or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle any Holder to exercise any remedy reserved to it under this Guaranty, it shall not be necessary for such Holder to physically produce its Note in any proceedings instituted by it or to give any notice, other than such notice as may be herein expressly required.

(b)    The Guarantors will pay all sums becoming due under this Guaranty by the method and at the address specified for such purpose for such Holder, in the case of a Holder that is a Purchaser, on the Purchaser Schedule, or by such other method or at such other address as any Holder shall have from time to time specified to the Guarantors and the Constituent Companies in writing for such purpose, without the presentation or surrender of this Guaranty or any Note.

(c)    Any provision of this Guaranty that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

(d)    If the whole or any part of this Guaranty shall be now or hereafter become unenforceable against any one or more of the Guarantors for any reason whatsoever or if it is not executed by any one or more of the Guarantors, this Guaranty shall nevertheless be and remain fully binding upon and enforceable against each other Guarantor as if it had been made and delivered only by such other Guarantors.

(e)    This Guaranty shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of each Holder and its successors and assigns so long as its Notes remain outstanding and unpaid. If any Guarantor enters into any consolidation or merger, pursuant to which such Guarantor is not the surviving entity (the “Successor Person”), the Successor Person shall execute and deliver to each Holder its assumption of the due and punctual performance and observance of each covenant and condition of this Guaranty (pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders).

(f)    This Guaranty may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

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(g)    This Guaranty shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

(h)    Each Guarantor and each Holder irrevocably submits to the non-exclusive jurisdiction of any New York State or U.S. federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guaranty. To the fullest extent permitted by applicable law, each Guarantor and each Holder irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(i)    Each Guarantor consents to process being served by or on behalf of any Holder in any suit, action or proceeding of the nature referred to in Section 8(h) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 7 or at such other address of which such Holder shall then have been notified pursuant to said Section. Each Guarantor agrees that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(j)    Nothing in Section 8(h) or 8(i) shall affect the right of any Holder to serve process in any manner permitted by law, or limit any right that any Holder may have to bring proceedings against any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(k)    EACH GUARANTOR HEREBY WAIVES AND, BY ITS ACCEPTANCE HEREOF, EACH HOLDER HEREBY WAIVES, TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTY OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

*    *    *    *    *

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IN WITNESS WHEREOF, the undersigned has caused this Guaranty Agreement to be duly executed by an authorized representative as of the date first written above.

BROADSTONE 2020EX TEXAS, LLC

BROADSTONE AC WISCONSIN, LLC

BROADSTONE AFD GEORGIA, LLC

BROADSTONE AI MICHIGAN, LLC

BROADSTONE APLB MINNESOTA, LLC

BROADSTONE APLB SARASOTA, LLC

BROADSTONE APLB SC, LLC

BROADSTONE APLB UTAH, LLC

BROADSTONE APLB VIRGINIA, LLC

BROADSTONE APLB WISCONSIN, LLC

BROADSTONE APM FLORIDA, LLC

BROADSTONE ASDCW TEXAS, LLC

BROADSTONE ASH ARKANSAS, LLC

BROADSTONE AVF MICHIGAN, LLC

BROADSTONE BB PORTFOLIO, LLC

BROADSTONE BEC TEXAS, LLC

BROADSTONE BEF PORTFOLIO, LLC

BROADSTONE BFC MARYLAND, LLC

BROADSTONE BFW MINNESOTA, LLC

BROADSTONE BK EMPORIA, LLC

BROADSTONE BK VIRGINIA, LLC

BROADSTONE BNR ARIZONA, LLC

BROADSTONE BT SOUTH, LLC

BROADSTONE BW APPALACHIA, LLC

BROADSTONE BW ARKANSAS, LLC

BROADSTONE BW TEXAS, LLC

BROADSTONE BW WINGS SOUTH, LLC

BROADSTONE CABLE, LLC

BROADSTONE CC AUSTIN, LLC

BROADSTONE CC PORTFOLIO, LLC

BROADSTONE CHR ILLINOIS, LLC

BROADSTONE CI WEST, LLC

BROADSTONE DHCP VA AL, LLC

BROADSTONE EA OHIO, LLC

BROADSTONE EO BIRMINGHAM I, LLC

BROADSTONE EO BIRMINGHAM II, LLC

BROADSTONE EWD ILLINOIS, LLC

BROADSTONE FC PORTAGE, LLC

By:

Name:

Title:

[Signature Page to Subsidiary Guaranty Agreement]

E-SGA - 16

BROADSTONE FDT WISCONSIN, LLC

BROADSTONE FHS TEXAS, LLC

BROADSTONE FILTER, LLC

BROADSTONE FIT FLORIDA, LLC

BROADSTONE FMFP TEXAS B2, LLC

BROADSTONE FMFP TEXAS B3, LLC

BROADSTONE FP, LLC

BROADSTONE GC KENTUCKY, LLC

BROADSTONE GCSC FLORIDA, LLC

BROADSTONE HLC MIDWEST, LLC

BROADSTONE IELC TEXAS, LLC

BROADSTONE IS HOUSTON, LLC

BROADSTONE JFR PORTFOLIO, LLC

BROADSTONE KNG OKLAHOMA, LLC

BROADSTONE KINSTON, LLC

BROADSTONE LGC NORTHEAST, LLC

BROADSTONE LW PA, LLC

BROADSTONE MCW WISCONSIN, LLC

BROADSTONE MD OKLAHOMA, LLC

BROADSTONE MED FLORIDA, LLC

BROADSTONE MFEC FLORIDA, LLC

BROADSTONE MHH MICHIGAN, LLC

BROADSTONE MV PORTFOLIO, LLC

BROADSTONE NDC FAYETTEVILLE, LLC

BROADSTONE NF MINNESOTA, LLC

BROADSTONE NI NORTH CAROLINA, LLC

BROADSTONE NIC PENNSYLVANIA, LLC

BROADSTONE NSC TEXAS, LLC

BROADSTONE OP OHIO, LLC

BROADSTONE PC MICHIGAN, LLC

BROADSTONE PCSC TEXAS, LLC

BROADSTONE PEARL, LLC

BROADSTONE PEARL FL TX, LLC

BROADSTONE PEARL VIRGINIA, LLC

BROADSTONE PP ARKANSAS, LLC

BROADSTONE PY CINCINNATI, LLC

BROADSTONE RA CALIFORNIA, LLC

BROADSTONE RCS TEXAS, LLC

BROADSTONE RENAL TENNESSEE, LLC

BROADSTONE RL PORTFOLIO, LLC

BROADSTONE RM MISSOURI, LLC

BROADSTONE ROLLER, LLC

By:

Name:

Title:

[Signature Page to Subsidiary Guaranty Agreement]

E-SGA -17

BROADSTONE RTC PORTFOLIO, LLC

BROADSTONE SC ELGIN, LLC

BROADSTONE SC ILLINOIS, LLC

BROADSTONE SF MINNESOTA, LLC

BROADSTONE SNC OK TX, LLC

BROADSTONE SNI EAST, LLC

BROADSTONE SNI GREENWICH, LLC

BROADSTONE SOE RALEIGH, LLC

BROADSTONE SPS UTAH, LLC

BROADSTONE SSH CALIFORNIA, LLC

BROADSTONE STI MINNESOTA, LLC

BROADSTONE STS CALIFORNIA, LLC

BROADSTONE TA TENNESSEE, LLC

BROADSTONE TB JACKSONVILLE, LLC

BROADSTONE TB NORTHWEST, LLC

BROADSTONE TB OZARKS, LLC

BROADSTONE TB SOUTHEAST, LLC

BROADSTONE TB TN, LLC

BROADSTONE TR FLORIDA, LLC

BROADSTONE TS PORTFOLIO, LLC

BROADSTONE WI ALABAMA LLC

BROADSTONE WI APPALACHIA, LLC

BROADSTONE WI EAST, LLC

BROADSTONE WI GREAT PLAINS, LLC

GRC LI TX, LLC

NWR REALTY LLC

TB TAMPA REAL ESTATE, LLC

By:

Name:

Title:

[Signature Page to Subsidiary Guaranty Agreement]

E-SGA - 18

SUBSIDIARY GUARANTY SUPPLEMENT

To the Holders (as defined in the hereinafter

 defined Guaranty Agreement)

Ladies and Gentlemen:

WHEREAS, Broadstone Net Lease, LLC, a New York limited liability company (the “Issuer”), issued $150,000,000 aggregate principal amount of its 4.84% Guaranteed Senior Notes due April 18, 2027 (the “Notes”) pursuant to that certain Note and Guaranty Agreement dated as of March 16, 2017 (the “Note Agreement”) between the Issuer, Broadstone Net Lease, Inc., a Maryland corporation (the “Parent Guarantor”; the Parent Guarantor and the Issuer are collectively referred to herein as the “Constituent Companies”), and each of the purchasers listed in the Purchaser Schedule attached to said Note Agreement (the “Purchasers”) for the purposes described in Section 5.14 of the Note Agreement. Capitalized terms used herein shall have the meanings set forth in the hereinafter defined Guaranty Agreement unless herein defined or the context shall otherwise require.

WHEREAS, as a condition precedent to their purchase of the Notes, the Purchasers required that certain Subsidiaries of the Constituent Companies from time to time enter into that certain Subsidiary Guaranty Agreement dated as of April 18, 2017 as security for the Notes (as amended, supplemented, restated or otherwise modified from time to time, the “Guaranty Agreement”).

Pursuant to Section 9.8(a) of the Note Agreement, the Constituent Companies have agreed to cause the undersigned,                    , a [corporation] organized under the laws of                      (the “Additional Guarantor”), to join in the Guaranty Agreement. In accordance with the requirements of the Guaranty Agreement, the Additional Guarantor desires to supplement the definition of Guarantor (as the same may have been heretofore supplemented) set forth in the Guaranty Agreement so that at all times from and after the date hereof, the Additional Guarantor shall be jointly and severally liable as set forth in the Guaranty Agreement for the obligations of the Issuer under the Notes and the Constituent Companies under the Note Agreement and to the extent and in the manner set forth in the Guaranty Agreement.

The execution by the undersigned of this Guaranty Supplement shall evidence such Additional Guarantor’s consent to and acknowledgment and approval of the terms set forth herein and in the Guaranty Agreement and its agreement to be bound by the covenants, terms

Exhibit A

(to Guaranty Agreement)

E-SGA - 19

and provisions of the Guaranty Agreement as a Guarantor thereunder and by such execution the Additional Guarantor shall be deemed to have made in favor of the Holders the representations and warranties set forth in Section 5 of the Guaranty Agreement.

Upon execution of this Guaranty Supplement, the Guaranty Agreement shall be deemed to be supplemented as set forth above. Except as supplemented herein, the terms and provisions of the Guaranty Agreement are hereby ratified, confirmed and approved in all respects.

Any and all notices, requests, certificates and other instruments (including the Notes) may refer to the Guaranty Agreement without making specific reference to this Guaranty Supplement, but nevertheless all such references shall be deemed to include this Guaranty Supplement unless the context shall otherwise require.

(Signature Page Follows)

Exhibit A – 2

E-SGA - 20

Dated:             , 20    .

[NAME OF ADDITIONAL GUARANTOR]

By:

Name:

Title:

E-SGA - 21

EX-10.24

EXHIBIT 10.24

DIRECTOR COMPENSATION AND STOCK OWNERSHIP POLICY

The Board of Directors (the “Board”) of Broadstone Net Lease, Inc. (the “Company”) has adopted the following director compensation and stock ownership policy, effective as of January 1, 2017.

DIRECTOR COMPENSATION POLICY

This compensation policy shall apply only to independent directors of the Company who are not Company officers or employees and who are not affiliated with, or appointed to the Board by, Broadstone Real Estate, LLC or Broadstone Asset Management, LLC, the Company’s property manager and asset manager, respectively (each an “Independent Director”). This compensation policy has been developed to compensate Independent Directors for their time, commitment, and contributions to the Board. The compensation described in this policy shall be paid automatically and without further action of the Board to each Independent Director who may be eligible to receive such compensation.

Retainers for Serving on the Board

Independent Directors shall be paid an annual retainer of $55,000, payable in arrears in quarterly installments of $13,750, for each calendar year of service on the Board. Retainers for partial quarters or years of service shall be pro-rated to reflect the number of days served by an Independent Director during a quarter or year. The quarterly installments of the annual retainer shall be paid within 15 days after the end of each calendar quarter.

Retainers for Serving as Chairpersons

An additional annual retainer of $5,000 shall be paid to an Independent Director who serves as the Lead Independent Director, the chairperson of the Audit Committee or Nominating and Corporate Governance Committee (the “Governance Committee”), or as the Company’s designated observer at meetings of the Board of Managers of Broadstone Real Estate, LLC (the “BRE Board Observer”). If an Independent Director serves in more than one of the foregoing roles, then he or she shall be entitled to receive an additional annual retainer of $5,000 for each such role held. Such additional retainer shall be paid within 15 days after the end of the calendar quarter in which the appointment of an Independent Director to serve in such role is made.

If an Independent Director becomes the Lead Independent Director, the chairperson of the Audit Committee or Governance Committee, or the BRE Board Observer at any time other than the beginning of the calendar year, then the additional retainer shall be pro-rated to reflect the number of days to be served by the Independent Director in such role during such year.

Meeting Fees

For Board or committee meetings, each Independent Director in attendance shall receive $1,000. If an Independent Director attends a Board meeting and a committee meeting on a single day, he or she shall only receive a Meeting Fee for the Board meeting attended. Meeting Fees for each quarter shall be paid within 15 days after the last day of the applicable quarter to which they relate (e.g., April 15^th for the calendar quarter ended March 31^st).

Compensation Payable in Shares of Common Stock

Except as otherwise set forth in “Annual Compensation Election” below, all compensation to be paid to each Independent Director shall be paid 100% in shares of the Company’s common stock (“Shares”). The number of Shares to be issued to an Independent Director at any particular time shall be determined by dividing the compensation payable to such Independent Director at such time by the then-current Determined Share Value of the Shares. Any Shares so issued to an Independent Director will be 100% vested and non-forfeitable as of the issuance date, and the Independent Director receiving such Shares (or his or her custodian or designee, if any) will have immediate rights of ownership in the Shares, including the right to vote the Shares and the right to receive dividends or other distributions thereon.

Annual Compensation Election

If an Independent Director has satisfied the minimum stock ownership requirement established by the Board, as set forth below, or has had such requirement waived, such Independent Director shall be permitted to elect to receive his or her compensation from the Company for a particular calendar year 70% in Shares and 30% in cash. Such an election may only be made with respect to 100% of the compensation for the applicable calendar year and may not be made for a portion of any compensation (including compensation that is prorated due to an Independent Director’s midyear appointment or election).

An Independent Director may make such an election by delivering a valid election form in such form as the Company shall prescribe (the “Election Form”) to the Company prior to the beginning of a calendar year, which will be effective as of the first day of the calendar year beginning after the Company receives the Election Form. The Election Form signed by an Independent Director prior to the calendar year will be irrevocable for that calendar year. Prior to the commencement of the following calendar year, however, an Independent Director may change his or her election for future calendar years by executing and delivering a new Election Form. If an Independent Director fails to deliver a new Election Form prior to the commencement of the new calendar year, his or her Election Form in effect during the previous calendar year shall continue in effect during the new calendar year. If no Election Form is filed or effective for an Independent Director, such Independent Director’s compensation will be paid 100% in Shares.

TRAVEL EXPENSE REIMBURSEMENT

Each of the Company’s directors shall be entitled to receive reimbursement for reasonable travel expenses which they properly incur in connection with their functions and duties as a director, including the reasonable travel expenses of the director’s spouse or partner to attend events to which spouses and partners are expected. Each of the directors shall provide the Company with evidence of expenses incurred, including copies of receipts, as the Company may reasonably require.

MINIMUM STOCK OWNERSHIP

To ensure alignment of interest with the Company’s stockholders, each of the Company’s directors is required to accumulate and retain at least $250,000 of Shares within four years of becoming a director with an initial cash component of at least 20%. The initial cash component may be waived by the Board on a case-by-case basis. Shares that are owned directly or indirectly (e.g., by a spouse, trust or limited partnership) will count toward meeting the requirement. The Governance Committee will be responsible for monitoring compliance with this minimum stock ownership requirement.

2

AMENDMENT, REVISION AND TERMINATION

This Director Compensation and Stock Ownership Policy may be amended, revised or terminated by the Board at any time and from time-to-time.

3

EX-10.25

EXHIBIT 10.25

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into on the date set forth below to be effective as of the      day of             ,          between Broadstone Net Lease, Inc. (the “Company”), a Maryland corporation and                      (“Indemnitee”).

WHEREAS, the Board of Directors of the Company has determined that the ability to attract and retain highly competent persons as directors and officers of the Company is in the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be adequate protection against risks of claims and actions against them arising out of their service to and activities on behalf of the Company in the future;

WHEREAS, it is reasonable and prudent for the Company to contractually obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and

WHEREAS, the Indemnitee is willing to serve or continue to serve for or on behalf of the Company on the condition that the Indemnitee be so indemnified;

NOW, THEREFORE, the Company and the Indemnitee hereby agree as follows:

1.    Services by Indemnitee. Indemnitee serves or has agreed to serve as an officer or director of the Company. This Agreement provides various assurances to Indemnitee in connection with such service, but does not impose any independent obligation on the Company to continue Indemnitee’s service to the Company except as otherwise provided by the Company’s Articles of Incorporation or Bylaws, as amended from time to time (“Charter Documents”), or any other agreement between the Company and Indemnitee.

2.    Statutory Indemnity. In addition to any other indemnification rights Indemnitee may have under the Charter Documents and otherwise under this Agreement, the Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the applicable provisions of law including, without limitation, the Maryland General Corporation Law (the “MGCL”) as in effect on the date hereof and as amended from time to time; provided, however, that no change in the Maryland MGCL shall have the effect of reducing the benefits available to Indemnitee hereunder. The rights of Indemnitee provided in this Section 2 shall include, without limitation, the right to any indemnification permitted or required by Section 2-418 of the MGCL.

3.    Contractual Indemnity. In addition to any other indemnification rights Indemnitee may have under the Charter Documents and otherwise under this Agreement, but subject to the limitations and exclusions set forth in Section 4 hereof, the Company hereby agrees to hold harmless and indemnify Indemnitee:

(a)    against any and all expenses including, without limitation, reasonable attorneys’ fees and expenses incurred in defense or investigation of any claim, including a claim against the Company or Indemnitee with respect to this Agreement, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any threatened, pending or completed action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, administrative hearing or any other proceeding, whether civil (including intentional and unintentional tort claims), criminal, administrative or

investigative (formal or informal and including an action by or in the right of the Company), including appeals therefrom (collectively, “Proceedings”), to which Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Indemnitee is, was or at any time becomes a director, officer, employee or agent of the Company, or is or was serving or at any time serves at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise;

(b)    otherwise to the fullest extent as may be permitted to Indemnitee by the Company under the non-exclusivity provisions of Section 10.2.2 of the Company’s Articles of Incorporation as in effect on the date hereof and subparagraphs (g) and (h) of Section 2-418 of the MGCL or any successor provision; and

(c)    the Company covenants and agrees to maintain Directors’ and Officers’ Liability Insurance on terms at least as favorable to Indemnitee as the policy in effect on the date hereof (the “D&O Policy”) unless otherwise approved by a majority of the Board of Directors of the Company.

4.    Standard for Indemnification. Indemnity pursuant to Section 3 hereof shall be paid by the Company, unless:

(a)    the act or omission of the Indemnitee was material to the matter giving rise to the Proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty;

(b)    Indemnitee actually received an improper personal benefit in money, property or services;

(c)    in the case of any criminal Proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful or is found by a court of competent jurisdiction to be guilty of a felony directly related to Indemnitee’s dealings with the Company;

(d)    a final decision by a court having jurisdiction in the matter, or an opinion of Company counsel (or, if requested by Indemnitee, counsel independent of the Company and Indemnitee) shall determine that such indemnification is unlawful; or

(e)    the liability arises under the Securities Act of 1933 in connection with any offering registered under that Act and the Company has not received an opinion of its counsel or opinion of a court of appropriate jurisdiction that such indemnification is not against public policy.

5.    Continuation of Indemnity. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is a director, officer, employee or agent of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter for the benefit of Indemnitee and his personal representatives, with respect to any Proceeding that may be asserted, threatened or exist by reason of the fact that Indemnitee was a director of the Company or serving in any other capacity referred to herein.

2

6.    Notification and Defense of Claim.

(a)    Indemnitee shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, request or other document relating to any Proceeding which may result in the right to indemnification or the advance of expenses hereunder and shall include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding. The failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee to indemnification or the advance of expenses under this Agreement, unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.

(b)    Subject to the provisions of Section 6(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall notify Indemnitee of any such decision to defend within fifteen (15) business days following receipt of notice of any such Proceeding under Section 6(a) above. The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which: (i) includes an admission of fault of Indemnitee, (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee, or (iii) would impose any expense, judgment, fine, penalty or limitation on Indemnitee.

(c)    After notice from the Company to Indemnitee of its election so to assume the defense thereof the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation, or reasonable expenses incurred by Indemnitee in interpreting this Agreement and in concluding whether or not a conflict of interest may exist as contemplated in (ii) below, or as otherwise provided below. Indemnitee shall have the right to employ its counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless: (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded, on the advice of counsel, that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such Proceeding which would materially hinder the ability of counsel to the Company to represent Indemnitee, or (iii) the Company fails to assume the defense of such Proceeding in a timely manner, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in (ii) above.

(d)    The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed.

(e)    Nothing contained in this Section 6 shall require Indemnitee or the Company to take any actions which would limit the availability of coverage under the D&O Policy or would permit the carrier to disclaim coverage. Indemnitee and the Company agree to use their respective best efforts to comply with the terms and conditions of the D&O Policy.

3

7.    Advance of Expenses. The Company shall, without requiring a preliminary determination of Indemnity’s ultimate entitlement to indemnification hereunder, advance to Indemnitee all reasonable expenses incurred by or on behalf of Indemnitee in defending any Proceeding against Indemnitee, within ten (10) business days of receiving, whether prior to or after final disposition of such Proceeding: (a) a written affirmation of Indemnitee that (i) the act or omission giving rise to any such Proceeding was not committed in bad faith or the result of active and deliberate dishonesty, and (ii) in the case of a criminal proceeding, Indemnitee did not have reasonable cause to believe that the act or omission giving rise to such Proceeding was unlawful, and (b) a written undertaking by or on behalf of Indemnitee to repay the amount advanced if it is ultimately determined that the Indemnitee has not met the standard of conduct necessary for indemnification under this Agreement or applicable law.

8.    Indemnification and Advance of Expenses as a Witness or Other Participant. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is or may be, by reason of the fact that Indemnitee is, was or at any time becomes a director, officer, employee or agent of the Company, or is or was serving or at any time serves at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, made a witness or otherwise asked to participate in any Proceeding, whether instituted by the Company or any other party, and to which Indemnitee is not a party, Indemnitee shall be advanced all reasonable expenses and indemnified against all expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith within ten (10) business days after the receipt by the Company of a statement or statements requesting any such advance or indemnification from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the expenses incurred by Indemnitee.

9.    Procedure for Determination of Entitlement to Indemnification.

(a)    To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Indemnitee may submit one or more such requests from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.

(b)    Upon written request by Indemnitee for indemnification pursuant to Section 9(a) above, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) by the Board of Directors by a majority vote of a quorum consisting of Directors not, at the time, parties to the Proceeding, or, if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board of Directors consisting solely of one or more Directors not, at the time, parties to such Proceeding and who were duly designated to act in the matter by a majority of the full Board of Directors, in which Indemnitee and any other directors party to the Proceeding may participate in accordance with the Articles of Incorporation, (ii) if special legal counsel has been selected by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL, by such special legal counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (iii) if so directed by a majority of the members of the Board of Directors (in which Indemnitee and any other directors party to the Proceeding may participate), by the shareholders of the Company. The Company will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of

4

any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) business days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination in the discretion of the Board of Directors or special legal counsel, if retained pursuant to clause (ii) of this Section 9(b). Any expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefrom.

(c)    The Company shall pay the reasonable fees and expenses of special legal counsel, if one is appointed pursuant to Section 9(b)(ii) above.

10.    Presumptions and Effect of Certain Proceedings. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the MGCL and public policy of the State of Maryland. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a)    In making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption.

(b)    The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, upon a plea of nolo contendere or its equivalent, or entry of an order of probation prior to judgment, does not create a presumption that Indemnitee did not meet the requisite standard of conduct described herein for indemnification.

(c)    The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(d)    The knowledge or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall not be imputed to Indemnitee for purposes of determining any other right to indemnification under this Agreement.

5

11.    Enforcement. The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Company hereby in order to induce Indemnitee to become or continue as a director or officer of the Company, and acknowledges that Indemnitee is relying upon this Agreement in continuing in such capacity. In the event either the Company or Indemnitee brings any action to enforce rights or to collect moneys due under this Agreement, to the extent that Indemnitee is successful in such action, the Company shall reimburse Indemnitee for all of Indemnitee’s reasonable fees and expenses in defending, bringing or pursuing such action.

12.    Contribution. If the indemnification provided in this Agreement is unavailable in whole or in part and may not be paid to Indemnitee for any reason other than for failure to satisfy the standard of conduct set forth in Section 4, then, in respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permissible under applicable law, the Company, in lieu or indemnifying and holding harmless Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for expenses (including reasonable attorneys’ fees), judgments, penalties, or amounts paid or to be paid in settlement, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

13.    Severability. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof.

14.    Governing Law; Binding Effect; Amendment and Termination.

(a)    This Agreement shall be interpreted and enforced in accordance with the laws of the State of New York without regard to principles of conflicts of laws except to the extent the laws of the State of Maryland apply by reason of the fact that the Company is a corporation organized under the laws of the State of Maryland.

(b)    This Agreement shall be binding upon Indemnitee and upon the Company, its successors and assigns, and shall inure to the benefit of Indemnitee, his heirs, personal representatives and assigns and to the benefit of the Company, its successors and assigns, and supersedes any prior agreement between the parties.

(c)    No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

[Signature page follows]

6

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth below to be effective as of the day and year first above written.

Dated:	BROADSTONE NET LEASE, INC.
	By:
		Name:
		Title:
Dated:
	Name:

EX-16.1

EXHIBIT 16.1

Ernst & Young LLP	Ernst & Young LLP
	710 Bausch & Lomb Place
	Rochester, NY 14604

April 24, 2017

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Ladies and Gentlemen:

We have read Item 14 of Form 10 dated April 24, 2017, of Broadstone Net Lease, Inc. and are in agreement with the statements contained in the first three paragraphs on page 109 therein. We have no basis to agree or disagree with other statements of the registrant contained therein.

/s/ Ernst & Young LLP

EX-21.1

EXHIBIT 21.1

Subsidiary	State of Incorporation or Formation
Broadstone 2020EX Texas, LLC	New York
Broadstone AC Wisconsin, LLC	New York
Broadstone ADTB Rochester, LLC	Delaware
Broadstone AFD Georgia, LLC	New York
Broadstone AI Michigan, LLC	New York
Broadstone APLB Brunswick, LLC	New York
Broadstone APLB Jacksonville, LLC	New York
Broadstone APLB Minnesota, LLC	New York
Broadstone APLB Sarasota, LLC	New York
Broadstone APLB SC, LLC	New York
Broadstone APLB Utah, LLC	New York
Broadstone APLB Virginia, LLC	New York
Broadstone APLB Wisconsin, LLC	New York
Broadstone APM Florida, LLC	New York
Broadstone ASDCW Texas, LLC	New York
Broadstone ASH Arkansas, LLC	New York
Broadstone August Family UPREIT OH PA, LLC	New York
Broadstone AVF Michigan, LLC	New York
Broadstone BB Portfolio, LLC	New York
Broadstone BEC Texas, LLC	New York
Broadstone BEF Portfolio, LLC	New York
Broadstone BER East, LLC	New York
Broadstone BFC Maryland, LLC	New York
Broadstone BFW Minnesota LLC	New York
Broadstone BK Emporia, LLC	New York
Broadstone BK Virginia, LLC	New York
Broadstone BNR Arizona, LLC	New York
Broadstone BPC Ohio, LLC	New York
Broadstone BPC Pittsburgh LLC	New York
Broadstone BT South, LLC	New York
Broadstone BW Appalachia, LLC	New York
Broadstone BW Arkansas, LLC	New York
Broadstone BW Texas, LLC	New York
Broadstone BW Wings South, LLC	New York
Broadstone Cable, LLC	New York
Broadstone CC Austin, LLC	New York
Broadstone CC New Orleans, LLC	New York
Broadstone CC Portfolio, LLC	New York
Broadstone CC Raleigh Greensboro, LLC	New York
Broadstone CC Theodore Augusta, LLC	New York
Broadstone CFW Texas, LLC	New York
Broadstone CHR Illinois, LLC	New York
Broadstone CI West, LLC	New York
Broadstone DHCP VA AL, LLC	New York
Broadstone DQ Virginia, LLC	New York
Broadstone EA Ohio, LLC	New York

Broadstone EO Birmingham I, LLC	New York
Broadstone EO Birmingham II, LLC	New York
Broadstone EWD Illinios, LLC	New York
Broadstone FC Colorado, LLC	New York
Broadstone FC Portage, LLC	New York
Broadstone FDT Wisconsin, LLC	New York
Broadstone FHS Texas, LLC	New York
Broadstone Filter, LLC	New York
Broadstone FIT Florida, LLC	New York
Broadstone FMFP B2 Texas, LLC	New York
Broadstone FMFP B3 Texas, LLC	New York
Broadstone FMFP Texas, LLC	New York
Broadstone FP, LLC	New York
Broadstone GC Kentucky, LLC	New York
Broadstone GCSC Florida, LLC	New York
Broadstone GUC Colorado, LLC	New York
Broadstone HC California, LLC	New York
Broadstone HLC Midwest, LLC	New York
Broadstone IELC Texas, LLC	New York
Broadstone IS Houston, LLC	New York
Broadstone JFR Portfolio, LLC	New York
Broadstone JLC Missouri, LLC	New York
Broadstone KFC Chicago, LLC	New York
Broadstone Kinston, LLC	New York
Broadstone KNG Oklahoma, LLC	New York
Broadstone LC Florida, LLC	New York
Broadstone LGC Northeast, LLC	New York
Broadstone LJS California, LLC	New York
Broadstone LJS Georgia, LLC	New York
Broadstone LW PA, LLC	New York
Broadstone MCW Wisconsin, LLC	New York
Broadstone MD Oklahoma, LLC	New York
Broadstone Med Florida, LLC	New York
Broadstone MFEC Florida, LLC	New York
Broadstone MHH Michigan, LLC	New York
Broadstone MV Portfolio, LLC	New York
Broadstone NDC Fayetteville LLC	New York
Broadstone Net Lease Acquisitions, LLC	New York
Broadstone Net Lease, LLC	New York
Broadstone NF Minnesota, LLC	New York
Broadstone NI North Carolina, LLC	New York
Broadstone NIC Pennsylvania, LLC	New York
Broadstone NSC Texas, LLC	New York
Broadstone NWCC Texas, LLC	New York
Broadstone OP Ohio, LLC	New York
Broadstone PC Michigan, LLC	New York
Broadstone PCSC Texas, LLC	New York
Broadstone Pearl FL TX, LLC	New York

Broadstone Pearl Virginia, LLC	New York
Broadstone Pearl, LLC	New York
Broadstone PIC Illinois LLC	New York
Broadstone PJ RLY, LLC	New York
Broadstone PP Arkansas, LLC	New York
Broadstone PY Cincinnati, LLC	New York
Broadstone RA California, LLC	New York
Broadstone RCS Texas, LLC	New York
Broadstone Renal Tennessee, LLC	New York
Broadstone RL Portfolio, LLC	New York
Broadstone RM Missouri, LLC	New York
Broadstone Roller, LLC	New York
Broadstone RTC Portfolio, LLC	New York
Broadstone SC Elgin, LLC	New York
Broadstone SC Illinios, LLC	New York
Broadstone SCD Mason, LLC	New York
Broadstone SEC North Carolina, LLC	New York
Broadstone SF Minnesota, LLC	New York
Broadstone SNC OK TX, LLC	New York
Broadstone SNI East, LLC	New York
Broadstone SNI Greenwich, LLC	New York
Broadstone SOE Raleigh, LLC	New York
Broadstone SPS Utah, LLC	New York
Broadstone SSH California, LLC	New York
Broadstone STI Minnesota, LLC	New York
Broadstone STS California, LLC	New York
Broadstone TA Tennessee, LLC	New York
Broadstone TB Augusta Pensacola, LLC	New York
Broadstone TB Jacksonville, LLC	New York
Broadstone TB Northwest, LLC	New York
Broadstone TB Ozarks, LLC	New York
Broadstone TB Southeast, LLC	New York
Broadstone TB TN, LLC	Delaware
Broadstone TR Florida, LLC	New York
Broadstone TS Portfolio, LLC	New York
Broadstone WFM Sterling, LLC	Delaware
Broadstone WI Alabama, LLC	New York
Broadstone WI Appalchia, LLC	New York
Broadstone WI East, LLC	New York
Broadstone WI Great Plains, LLC	New York
Eire Rochester Florida II, L.L.C.	Florida
GRC Durham, LLC	Delaware
GRC LI TX, LLC	Delaware
NWR Realty, LLC	Washington
TB Tampa Real Estate, LLC	New York
Unity Ridgeway, LLC	New York