8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 7, 2020

BROADSTONE NET LEASE, INC.

(Exact name of registrant as specified in its charter)

Maryland	000-55774	26-1516177
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(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)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading         Symbol(s)	Name of each exchange on which registered
None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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

Item 1.01         Entry into a Material Definitive Agreement.

Term Loan Agreement

On February 7, 2020, Broadstone Net Lease, Inc. (the “Company”), Broadstone Net Lease, LLC, the Company’s operating company as the borrower (“BNL OP”), JP Morgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the lenders party thereto (collectively, the “Lenders”) entered into a Term Loan Agreement (the “Loan Agreement”), which provides for a term loan facility in an aggregate principal amount of $60 million maturing on February 7, 2022 (the “Maturity Date”).

The term loan facility bears interest, at BNL OP’s election, at a rate equal to (i) LIBOR plus an applicable margin (varying from 0.85% to 1.65%) or (ii) the base rate (based on The Wall Street Journal’s “Prime Rate” or as otherwise specified in the Loan Agreement) plus an applicable margin (varying from 0.00% to 0.65%). The applicable margins vary based on BNL OP’s credit ratings as set forth in the Loan Agreement and changes are effective as of the first day of the first calendar month immediately following receipt by the Administrative Agent of written notice delivered by the BNL OP in accordance with the Loan Agreement that such credit rating changes occurred. There is no scheduled amortization of the principal amount of loans outstanding under the term loan facility. Any principal amount outstanding is due and payable on the Maturity Date.

BNL OP may voluntarily prepay outstanding loans in whole or in part at any time without premium or penalty upon three business days’ prior written notice, provided that each voluntary prepayment of term loans (other than a prepayment of all outstanding term loans) will be in an aggregate minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof. BNL OP may not re-borrow any portion of term loans once it has been repaid.

The Loan Agreement requires BNL OP to comply with (i) a maximum leverage ratio equal to 0.60:1.00, (ii) a maximum secured indebtedness ratio equal to 0.40:1.00, (iii) a minimum unencumbered coverage ratio of 1.75:1.00, (iv) a minimum fixed charge coverage ratio of 1.50:1.00, and (v) a maximum ratio of total unsecured indebtedness to total unencumbered eligible property value equal to 0.60:1.00. BNL OP has the option, exercisable two times during the term of the Loan Agreement, to elect that the maximum leverage ratio and the maximum ratio of total unsecured indebtedness to total unencumbered eligible property value exceed 0.60:1.00 for any fiscal quarter in which BNL OP completes a material acquisition pursuant to the terms of the Loan Agreement, and the immediately subsequent two fiscal quarters, so long as the Company delivered a written notice to the Administrative Agent and such ratio does not exceed 0.65:1.00.

The Loan Agreement contains a number of negative covenants that, among other things and subject to certain exceptions, restrict the Company’s ability and the ability of each of its subsidiaries to:

● engage in transactions with affiliates;

● sell assets, including capital stock of its subsidiaries;

● make dividends or purchase, redeem or acquire capital stock of the Company; and

● consolidate or merge.

The Loan Agreement provides for certain customary representations and warranties, affirmative covenants, and events of default with respect to a facility of this nature. Remedies upon an event of default under the Loan Agreement include the acceleration of the maturity of amounts owed and the termination of all commitments of the lenders to lend under the Loan Agreement.

In connection with the Loan Agreement, the Company has agreed to unconditionally guarantee (the “Guaranty”), among other things, the due and punctual payment and performance when due, whether at maturity, by acceleration or otherwise, of all indebtedness, liabilities, obligations, covenants, and duties owed by BNL OP to the Administrative Agent or any Lender under or in connection with the

Loan Agreement and any other loan documents related thereto. Amy L. Tait and Broadstone Ventures, LLC have agreed to provide an additional limited guarantee in the maximum amount of $60 million, with each such guarantor’s obligations being limited to the corresponding dollar amount agreed upon in such guaranty.

The foregoing description of the terms of the Loan Agreement and the Guaranty is not complete and is qualified in its entirety by reference to the copies of the Loan Agreement and the Guaranty filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and incorporated herein by reference.

Amendment No. 1 to Agreement and Plan of Merger

On February 7, 2020, the Company entered into Amendment No. 1 to that certain Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated November 11, 2019, by and among the Company, BNL OP, Broadstone Real Estate, LLC (the “Manager”), Broadstone Net Lease Sub 1, Inc. (“BNL Sub 1”), Broadstone Net Lease Sub 2, Inc. (“BNL Sub 2”), Trident BRE Holdings I, Inc. (“Blocker Corp 1”), Trident BRE Holdings II, Inc. (“Blocker Corp 2”), and, solely for purposes of Sections 6.18, 6.19, and 6.20 of the Merger Agreement, Trident BRE Holdings I, L.P., and Trident BRE Holdings II, L.P., pursuant to which the parties amended the Merger Agreement to include certain changes to the BRE Disclosure Schedule (“Amendment No. 1 to the Merger Agreement”).

The foregoing description of the terms of Amendment No. 1 to the Merger Agreement is not complete and is qualified in its entirety by reference to the copy of Amendment No. 1 to the Merger Agreement filed as Exhibit 2.1 hereto and incorporated herein by reference.

Tax Protection Agreement

Upon closing of the Internalization (as defined below), on February 7, 2020, the Company, BNL OP, and certain recipients of membership units in BNL OP (“OP Units”) in the Mergers (as defined below) (such recipients, the “TPA Parties”) entered into a tax protection agreement (the “Tax Protection Agreement”) pursuant to which BNL OP agreed to indemnify the TPA Parties against the applicable income tax liabilities resulting from: (1) the sale, exchange, transfer, conveyance, or other disposition of the assets of the Manager that the Company acquired in the Internalization in a taxable transaction prior to February 7, 2030; and (2) the Company’s failure to offer the TPA Parties the opportunity to guarantee specific types of BNL OP’s indebtedness in order to enable the TPA Parties to continue to defer the applicable income tax liabilities associated with the allocation of that indebtedness. The Company’s maximum liability under the Tax Protection Agreement is capped at $10 million.

The foregoing description of the terms of the Tax Protection Agreement is not complete and is qualified in its entirety by reference to the copy of the Tax Protection Agreement filed as Exhibit 10.3 hereto and incorporated herein by reference.

Registration Rights Agreement

On February 7, 2020, the Company, the Tait Family Members and the Trident Holders entered into a registration rights agreement (the “Registration Rights Agreement”) in connection with the Internalization. The Tait Family Members include Amy Tait, Chairman of the Board of Directors (the “Board”) of the Company and other members of Ms. Tait’s family. The Trident Holders include funds managed by Stone Point Capital LLC, which are investors in the Company and affiliated with Agha Kahn, a member of the Board.

Pursuant to the Registration Rights Agreement, the Company has agreed to use commercially reasonable efforts to prepare and file not later than 180 days following completion of an initial public offering (“IPO”) by the Company a shelf registration statement relating to the redemption of OP Units and the offer and sale of registrable shares of common stock of the Company (“Common Stock”) held by the Tait Family Members and the Trident Holders. The Company also has agreed to provide two demand registration rights to the Trident Holders which are available only after completion of an IPO. The Company also has agreed to provide customary piggyback

registration rights to both the Tait Family Members and the Trident Holders in connection with public offerings by the Company after completion of an IPO. The Company has agreed to pay customary registration expenses and to provide customary indemnification in connection with the foregoing registration rights granted to the Tait Family Members and the Trident Holders.

The foregoing description of the terms of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the copy of the Registration Rights Agreement filed as Exhibit 10.4 hereto and incorporated herein by reference.

Amendment to BNL OP Agreement

Upon closing of the Internalization, the Company, as managing member of BNL OP, entered into Amendment No. 1, dated February 7, 2020 (“Amendment No. 1”), to the Amended and Restated Operating Agreement of BNL OP, dated December 31, 2007 (the “A&R Operating Agreement”). Amendment No. 1 provides that if the Company does not complete an IPO by December 31, 2020, during the period from January 1, 2021 until the earlier of December 31, 2021 and the closing date of an IPO (excluding a “blackout” period after the Company files a registration statement on Form S-11), the former owners of the Manager who received OP Units will be granted certain redemption rights with respect to such OP Units as a means to provide additional liquidity in the absence of an IPO.

The foregoing description of the terms of Amendment No. 1 is not complete and is qualified in its entirety by reference to Amendment No. 1 and the A&R Operating Agreement, copies of which are filed herewith as Exhibit 10.5 and Exhibit 10.6, respectively, and incorporated herein by reference.

Item 1.02         Termination of a Material Definitive Agreement.

The information set forth in Item 2.01 is incorporated herein by reference.

Upon closing of the Internalization, on February 7, 2020, the Company and BNL OP terminated (1) the Second Amended and Restated Asset Management Agreement, by and among the Company, BNL OP and Broadstone Asset Management, LLC (the “BNL Asset Management Agreement”), and (2) the Third Amended and Restated Property Management Agreement, by and among the Company, BNL OP and Broadstone Real Estate, LLC (the “BNL Property Management Agreement”).

Item 2.01         Completion of Acquisition or Disposition of Assets.

Internalization Closing

On February 7, 2020, the Company, BNL OP, the Manager, and certain of their affiliates closed the previously announced internalization (the “Internalization”) of the external management functions previously performed for the Company and BNL OP by the Manager and Broadstone Asset Management, LLC, the Company’s asset manager and wholly-owned subsidiary of the Manager. Pursuant to the terms of the Merger Agreement, the Internalization included the following:

(1) on December 27, 2019, the Company repurchased all of the outstanding shares of its Common Stock held by the Manager at $85.00 per share for approximately $20 million;

(2) BNL OP is obligated to provide specified transition services in connection with the sale by the Manager of certain businesses, operations, and legal entities unrelated to the management of the Company (the “Unrelated Businesses”) for a period of five months following closing of the sale of the Unrelated Businesses. In addition, pursuant to the terms of the asset purchase agreement, dated February 7, 2020, relating to the sale of the Unrelated Businesses, as a result of the Mergers, BNL OP may be responsible for certain liabilities retained by the Manager;

(3) on February 7, 2020, the Company acquired 100% of the Manager through three mergers (the “Mergers”):

(a) BNL Sub 1 merged with and into Blocker Corp 1 with Blocker Corp 1 surviving;

(b) BNL Sub 2 merged with and into Blocker Corp 2 with Blocker Corp 2 surviving;

(c) Blocker Corp 1 and Blocker Corp 2 contributed their interests in the Manager to BNL OP in exchange for OP Units; and

(d) the Manager merged with and into BNL OP with BNL OP surviving;

(4) as consideration in the Mergers, on February 7, 2020, the Company issued approximately 780,893 shares of Common Stock and BNL OP issued approximately 1,319,513 OP Units and the Company and BNL OP paid approximately $31 million in cash, with the aggregate value of the Common Stock, OP Units, and cash issued equal to approximately $209.5 million, and BNL OP assumed approximately $90.5 million of debt. The Company refinanced $60 million of the assumed indebtedness with the Term Loan which is guaranteed by Amy Tait and certain affiliated members of her family;

(5) on February 7, 2020, approximately 69 employees, including the Senior Executives (as defined below), of the Manager became employees of a subsidiary of BNL OP; and

(6) the BNL Asset Management Agreement and BNL Property Management Agreement were terminated.

In addition to the consideration to be paid immediately following the Mergers, the Merger Agreement provides that additional “earnout” consideration of up to an aggregate of $75 million (payable in four tranches of $10 million, $15 million, $25 million, and $25 million) will be due and payable to the former owners of the Manager if certain milestones related to either (a) the dollar volume-weighted average price of the Company’s common stock (the “Common Stock”) on the principal exchange or securities market (or over-the-counter market) on which Common Stock are then traded, following the completion of an IPO, or (b) the Company’s adjusted funds from operations per share, prior to the completion of an IPO, are achieved during specified periods of time following the completion of the Internalization.

The Company filed a Current Report on Form 8-K on November 12, 2019, containing the Merger Agreement and a description of its material terms, which is hereby incorporated herein by reference.

Item 2.03         Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 11, 2019, each of Christopher J. Czarnecki, Ryan M. Albano, John D. Moragne, and Sean T. Cutt (the “Senior Executives”) entered into an Employment Agreement (collectively, the “Original Employment Agreements”) with the Company and BNL OP to be effective on the closing of the Internalization. Effective February 7, 2020, each of the Senior Executives entered into an Amended and Restated Employment Agreement (collectively, the “A&R Employment Agreements”) with the Company, BNL OP, and Broadstone Employee Sub, LLC, BNL OP’s subsidiary (“REIT Operator”), solely for the purpose of adding REIT Operator as a party to each of the Original Employment Agreements. The A&R Employment Agreements supersede in their entirety the Original Employment Agreements. Other than adding REIT Operator to the Original Employment Agreements, there are no differences between the Original Employment Agreements and the A&R Employment Agreements.

The A&R Employment Agreements provide the following:

(1) a term expiring on February 7, 2024;

(2) an annual base salary of $625,000, in the case of Mr. Czarnecki, and $375,000, in the case for each of Messrs. Albano, Cutt, and Moragne, subject to increase, but not decrease, during the employment

term, unless the decrease is pursuant to across-the-board salary reductions affecting other senior level executives of the Company;

(3) beginning in 2020, a target annual bonus equal to 120% of the Senior Executive’s base salary, in the case of Mr. Czarnecki, and 100%, in the case of Messrs. Albano, Cutt, and Moragne, with the actual bonus amount, if any, to be based on actual performance relative to company-wide and individual performance goals;

(4) reimbursement for reasonable out-of-pocket business expenses incurred in performing their duties in accordance with the expense reimbursement policy of the Company in effect from time to time;

(5) participation in all benefit programs for which other senior executives of the Company are generally eligible;

(6) beginning in 2020, a long-term incentive award under the Company’s long-term equity compensation program with a target grant value of $2,000,000, in the case of Mr. Czarnecki, and $700,000, in the case of Messrs. Albano, Cutt, and Moragne, which is contemplated to consist of 40% time-vested awards and 60% performance-based awards;

(7) payments upon certain terminations of employment; and

(8) restrictive covenants providing for non-competition, non-solicitation of employees, and non-interference with business relationships, in each case, during employment and for 12 months thereafter, mutual non-disparagement, and perpetual non-disclosure and non-use of confidential information.

The foregoing summary of the A&R Employment Agreements is qualified in its entirety by reference to the A&R Employment Agreements, complete copies of which are filed herewith as Exhibits 10.7 through 10.10 and incorporated herein by reference.

Item 7.01         Regulation FD Disclosure.

The Company issued a press release on February 7, 2020, announcing the completion of the Internationalization described above under Item 2.01. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information contained in this Item 7.01, including the information contained in the press release attached hereto as Exhibit 99.1 is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01         Financial Statements and Exhibits.

(a)             Financial statements of the businesses acquired.

The financial statements required by this Item 9.01(a) will be filed by an amendment to this Current Report on Form 8-K no later than 71 days following the date that this Current Report on Form 8-K is required to be filed.

(b)             Pro forma financial information.

The pro forma financial information required by this Item 9.01(b) will be filed in accordance with Article 11 of Regulation S-X by an amendment to this Current Report on Form 8-K no later than 71 days following the date that this Current Report is required to be filed.

(d)            Exhibits

INDEX TO EXHIBITS

Exhibit No.	Description
2.1	Amendment No. 1, dated February  7, 2020, to Agreement and Plan of Merger, dated as of November  11, 2019, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, Broadstone Net Lease Sub 1, Inc., Broadstone Net Lease Sub 2, Inc., Broadstone Real Estate, LLC, Trident BRE Holdings I, Inc., Trident BRE Holdings II, Inc. and, solely for purposes of Sections 6.18, 6.19, and 6.20 of the Merger Agreement, Trident BRE Holdings I, L.P. and Trident BRE Holdings II, L.P.
10.1	Term Loan Agreement, dated February  7, 2020, by and among Broadstone Net Lease, LLC, Broadstone Net Lease, Inc., JPMorgan Chase Bank, N.A., and the other lenders party thereto
10.2	Guaranty, dated February  7, 2020, by Broadstone Net Lease, Inc. in favor of JPMorgan Chase Bank, N.A.
10.3	Tax Protection Agreement, dated February  7, 2020, between Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, and the persons named therein
10.4	Registration Rights Agreement, dated February  7, 2020, between Broadstone Net Lease, Inc. and the persons named therein
10.5	Amendment No. 1, dated February  7, 2020 to the Amended and Restated Operating Agreement of Broadstone Net Lease, LLC
10.6	Amended and Restated Operating Agreement of Broadstone Net Lease, LLC, dated December  31, 2007
10.7	Amended and Restated Employment Agreement, effective February  7, 2020, by and between Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, Broadstone Employee Sub, LLC, and Christopher J. Czarnecki
10.8	Amended and Restated Employment Agreement, effective February  7, 2020, by and between Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, Broadstone Employee Sub, LLC, and Ryan M. Albano
10.9	Amended and Restated Employment Agreement, effective February  7, 2020, by and between Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, Broadstone Employee Sub, LLC, and Sean T. Cutt
10.10	Amended and Restated Employment Agreement, effective February  7, 2020, by and between Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, Broadstone Employee Sub, LLC, and John D. Moragne
99.1	Press Release dated February 7, 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BROADSTONE NET LEASE, INC.

/s/ John D. Moragne                                      

Name: John D. Moragne

Title: Executive Vice President, Chief Operating
Officer, and Secretary

Date: February 7, 2020

EX-2.1

Exhibit 2.1

EXECUTION VERSION

AMENDMENT NO. 1

TO

AGREEMENT AND PLAN OF MERGER

This Amendment No. 1 (this “Amendment”), dated as of February 7, 2020, to that certain Agreement and Plan of Merger, dated as of November 11, 2019 (the “Merger Agreement”), is made by and among Broadstone Net Lease, Inc., a Maryland corporation (“BNL”), Broadstone Net Lease, LLC, a New York limited liability company and subsidiary of BNL (“BNL OP”), Broadstone Net Lease Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of BNL (“BNL Sub 1”), Broadstone Net Lease Sub 2, Inc., a Delaware corporation and wholly-owned subsidiary of BNL (“BNL Sub 2”), Broadstone Real Estate, LLC, a New York limited liability company (“BRE”), Trident BRE Holdings I, Inc., a Delaware corporation (“Blocker Corp 1”), Trident BRE Holdings II, Inc. a Delaware corporation (“Blocker Corp 2” and, together with Blocker Corp 1, the “Blocker Corps”), and, solely for purposes of Sections 6.18, 6.19 and 6.20 of the Merger Agreement, Trident BRE Holdings I, L.P., a Delaware limited partnership (the “Blocker Corp 1 Representative”), and Trident BRE Holdings II, L.P., a Delaware limited partnership (the “Blocker Corp 2 Representative”). Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

WHEREAS, the undersigned hereto wish to amend the Merger Agreement in accordance with the amendment provisions set forth in Section 9.5 thereof.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, the undersigned hereto agree as follows:

1.        The parties hereto acknowledge and agree that the BRE Disclosure Schedules are hereby amended to include a new Section 3.5(c) to the BRE Disclosure Schedules, attached hereto as Exhibit A (the “New Schedule”). For the avoidance of doubt, the New Schedule shall be deemed included in the BRE Disclosure Schedules for all purposes under the Merger Agreement.

2.        Except as specifically amended or modified herein, the Merger Agreement shall continue in full force and effect in accordance with the terms thereof.

3.        All questions concerning the construction, validity and interpretation of this Amendment and the performance of the obligations imposed by this Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of law.

4.        This Amendment may be executed in multiple counterparts (including by means of telecopied or electronically transmitted signature pages), all of which taken together shall constitute one and the same Amendment.

[Signature Pages Follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective officers or agents hereunto duly authorized, all as of the date first written above.

BROADSTONE NET LEASE, INC.
By:	/s/ Christopher Czarnecki
Name:       Christopher Czarnecki
Title:         President and Chief Executive Officer
BROADSTONE NET LEASE, LLC
By: Broadstone Net Lease, Inc.
Its: Managing Member
By:	/s/ Christopher Czarnecki
Name:       Christopher Czarnecki
Title:         President and Chief Executive Officer
BROADSTONE NET LEASE SUB 1, INC.
By:	/s/ Christopher Czarnecki
Name:       Christopher Czarnecki
Title:         President and Chief Executive Officer
BROADSTONE NET LEASE SUB 2, INC.
By:	/s/ Christopher Czarnecki
Name:       Christopher Czarnecki
Title:         President and Chief Executive Officer

[Signature Page – Amendment No. 1 to Agreement and Plan of Merger]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective officers or agents hereunto duly authorized, all as of the date first written above.

BROADSTONE REAL ESTATE, LLC
By:	/s/ Christopher Czarnecki
Name:       Christopher Czarnecki
Title:         Chief Executive Officer
TRIDENT BRE HOLDINGS I, INC.
By:	/s/ Agha S. Khan
Name:       Agha S. Khan
Title:         President
TRIDENT BRE HOLDINGS II, INC.
By:	/s/ Agha S. Khan
Name:       Agha S. Khan
Title:         President

[Signature Page – Amendment No. 1 to Agreement and Plan of Merger]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective officers or agents hereunto duly authorized, all as of the date first written above.

TRIDENT BRE HOLDINGS I, L.P.
(solely for purposes of Sections 6.18, 6.19 and 6.20 of the Merger Agreement)
By:	/s/ Agha S. Khan
Name:       Agha S. Khan
Title:         President
TRIDENT BRE HOLDINGS II, L.P.
(solely for purposes of Sections 6.18, 6.19 and 6.20 of the Merger Agreement)
By:	/s/ Agha S. Khan
Name:       Agha S. Khan
Title:         President

[Signature Page – Amendment No. 1 to Agreement and Plan of Merger]

EX-10.1

Exhibit 10.1

TERM LOAN AGREEMENT

Dated as of February 7, 2020

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,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

and

JPMORGAN CHASE BANK, N.A.,

as Sole Lead Arranger and Sole Bookrunner

TABLE OF CONTENTS

Article I. DEFINITIONS		1
Section 1.1	Definitions	1
Section 1.2	General; References to Eastern Time	34
Section 1.3	Financial Attributes of Non-Wholly Owned Subsidiaries	35
Section 1.4	Interest Rates; LIBOR Notification	35
Article II. CREDIT FACILITY		36
Section 2.1	[Intentionally Omitted]	36
Section 2.2	Term Loans	36
Section 2.3	[Intentionally Omitted]	37
Section 2.4	Rates and Payment of Interest on Loans	37
Section 2.5	Number of Interest Periods	38
Section 2.6	Repayment of Loans	38
Section 2.7	Optional Prepayments	38
Section 2.8	Continuation	39
Section 2.9	Conversion	39
Section 2.10	Notes	40
Article III. PAYMENTS, FEES AND OTHER GENERAL PROVISIONS		40
Section 3.1	Payments	40
Section 3.2	Pro Rata Treatment	41
Section 3.3	Sharing of Payments, Etc.	41
Section 3.4	Several Obligations	42
Section 3.5	Fees	42
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	44
Article IV. INTENTIONALLY OMITTED		48
Article V. YIELD PROTECTION, ETC.		48
Section 5.1	Additional Costs; Capital Adequacy	48
Section 5.2	Alternative Rate of Interest	50
Section 5.3	Illegality	51
Section 5.4	Compensation	52
Section 5.5	[Reserved]	53
Section 5.6	Affected Lenders	53
Section 5.7	Change of Lending Office	54
Section 5.8	Assumptions Concerning Funding of LIBOR Loans	54

i

Article VI. CONDITIONS PRECEDENT		54
Section 6.1	Conditions Precedent to Effective Date	54
Section 6.2	Conditions Precedent to All Credit Events	57
Article VII. REPRESENTATIONS AND WARRANTIES		57
Section 7.1	Representations and Warranties	57
Section 7.2	Survival of Representations and Warranties, Etc.	65
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	66
Section 8.4	Conduct of Business	66
Section 8.5	Insurance	66
Section 8.6	Payment of Taxes and Claims	66
Section 8.7	Books and Records; Inspections	67
Section 8.8	Use of Proceeds	67
Section 8.9	Environmental Matters	68
Section 8.10	Further Assurances	68
Section 8.11	Material Contracts	68
Section 8.12	Additional Guarantors	68
Section 8.13	REIT Status	70
Article IX. INFORMATION		70
Section 9.1	Quarterly Financial Statements	70
Section 9.2	Year End Statements	70
Section 9.3	Compliance Certificate	70
Section 9.4	Other Information	71
Section 9.5	Electronic Delivery of Certain Information	73
Section 9.6	Public/Private Information	75
Section 9.7	USA Patriot Act Notice; Compliance	76
Article X. NEGATIVE COVENANTS		76
Section 10.1	Financial Covenants	76
Section 10.2	Negative Pledge	77
Section 10.3	Restrictions on Intercompany Transfers	78
Section 10.4	Merger, Consolidation, Sales of Assets and Other Arrangements	79
Section 10.5	Plans	79
Section 10.6	Fiscal Year	79
Section 10.7	Modifications of Organizational Documents and Material Contracts	80
Section 10.8	Transactions with Affiliates	80

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Section 10.9	Environmental Matters	80
Section 10.10	Derivatives Contracts	80
Article XI. DEFAULT		81
Section 11.1	Events of Default	81
Section 11.2	Remedies Upon Event of Default	84
Section 11.3	Remedies Upon Default	85
Section 11.4	Marshaling; Payments Set Aside	85
Section 11.5	Allocation of Proceeds	86
Section 11.6	[Intentionally Omitted]	86
Section 11.7	Performance by Administrative Agent; Rescission of Acceleration by Super-Majority Lenders	86
Section 11.8	Rights Cumulative	87
Article XII. THE ADMINISTRATIVE AGENT		88
Section 12.1	Authorization and Actions	88
Section 12.2	Administrative Agent’s Reliance, Indemnification, Etc.	90
Section 12.3	The Administrative Agent Individually	91
Section 12.4	Successor Administrative Agent	91
Section 12.5	Acknowledgements of Lenders	92
Section 12.6	Indemnification of Administrative Agent	93
Section 12.7	ERISA Representations of the Lenders	94
Article XIII. MISCELLANEOUS		95
Section 13.1	Notices	95
Section 13.2	Expenses	96
Section 13.3	Stamp, Intangible and Recording Taxes	97
Section 13.4	Setoff	97
Section 13.5	Litigation; Jurisdiction; Other Matters; Waivers	98
Section 13.6	Successors and Assigns	99
Section 13.7	Amendments and Waivers	103
Section 13.8	Nonliability of Administrative Agent and Lenders	105
Section 13.9	Confidentiality	106
Section 13.10	Indemnification	107
Section 13.11	Termination; Survival	109
Section 13.12	Severability of Provisions	110
Section 13.13	GOVERNING LAW	110
Section 13.14	Counterparts	110
Section 13.15	Obligations with Respect to Loan Parties and Subsidiaries	110
Section 13.16	Independence of Covenants	110
Section 13.17	Limitation of Liability	111
Section 13.18	Entire Agreement	111
Section 13.19	Construction	111
Section 13.20	Headings	111

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Section 13.21	Acknowledgement and Consent to Bail-In of EEA  Financial Institutions	111
Section 13.22	Acknowledgement Regarding Any Supported QFCs	112

SCHEDULE I	Commitments
SCHEDULE 1.1.	List of Loan Parties
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	Intentionally Omitted
EXHIBIT C-1	Form of Guaranty
EXHIBIT C-2	Form of Additional 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
EXHIBIT I	Form of Tax Compliance Certificates

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THIS TERM LOAN AGREEMENT (this “Agreement”) dated as of February 7, 2020 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”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (together with its successors and assigns, the “Administrative Agent”), and JPMORGAN CHASE BANK, N.A., as Sole Lead Arranger and Sole Bookrunner (in such capacity, the “Joint Lead Arranger”).

WHEREAS, the Lenders desire to make available to the Borrower a term loan facility in an initial amount of $60,000,000 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).

“Additional Guaranty” means the guaranty executed and delivered by Broadstone Ventures, LLC and Amy L. Tait, pursuant to Section 6.1.(a)(ix) and substantially in the form of Exhibit C-2.

“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 LIBO Rate” means, with respect to any LIBOR Borrowing for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) an amount equal to (i) one, minus (ii) the Applicable Reserve Requirement.

“Administrative Agent” means JPMorgan, 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 given that term 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 or corruption, including without limitation, the Foreign Corrupt Practices Act of 1977, as amended.

“Anti-Money Laundering Laws” means any and all Applicable Laws related to the financing of terrorism or money laundering, including without limitation, any applicable provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

“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 rates set forth in the table below corresponding to the level (each a “Level”) into which the Borrower’s Credit Rating then falls. As of the Agreement Date, the Applicable Margins are determined based on Level IV. Any change in the Borrower’s Credit Rating which would cause the Applicable Margins to be determined based on 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 I being the highest and Level V being the lowest). During any period for which the Borrower has received a Credit Rating from only one Rating Agency, then the Applicable Margins 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 Margins shall be determined based on Level V. The provisions of this definition shall be subject to Section 2.5.(c).

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Level	Borrower’s Credit Rating (S&P/Moody’s)	Applicable Margin for LIBOR Loans	Applicable Margin for all Base Rate Loans
I	A-/A3 or better	0.85%	0%
II	BBB+/Baa1	0.90%	0%
III	BBB/Baa2	1.00%	0%
IV	BBB-/Baa3	1.25%	0.25%
V	Lower than BBB-/Baa3	1.65%	0.65%

“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 Electronic Platform” has the meaning given that term in Section 9.5.

“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 or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative Agent.

“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.

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

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“Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ¹⁄₂ of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 5.2 (for the avoidance of doubt, only until any amendment has become effective pursuant to Section 5.2(b)), then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.

“Base Rate Loan” means a Loan (or any portion thereof) bearing interest at a rate based on the Base Rate.

“Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which may be a SOFR-Based Rate) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the LIBO Rate for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement; provided further that any such Benchmark Replacement shall be administratively feasible as determined by the Administrative Agent in its reasonable discretion.

“Benchmark Replacement Adjustment” means the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time (for the avoidance of doubt, such Benchmark Replacement Adjustment shall not be in the form of a reduction to the Applicable Margin).

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the

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adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the LIBO Rate:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the LIBO Screen Rate permanently or indefinitely ceases to provide the LIBO Screen Rate; or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the LIBO Rate:

(1) a public statement or publication of information by or on behalf of the administrator of the LIBO Screen Rate announcing that such administrator has ceased or will cease to provide the LIBO Screen Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBO Screen Rate;

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Screen Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBO Screen Rate, a resolution authority with jurisdiction over the administrator for the LIBO Screen Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBO Screen Rate, in each case which states that the administrator of the LIBO Screen Rate has ceased or will cease to provide the LIBO Screen Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBO Screen Rate; and/or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Screen Rate announcing that the LIBO Screen Rate is no longer representative.

“Benchmark Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Requisite Lenders, as

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applicable, by notice to the Borrower, the Administrative Agent (in the case of such notice by the Requisite Lenders) and the Lenders.

“Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the LIBO Rate and solely to the extent that the LIBO Rate has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the LIBO Rate for all purposes hereunder in accordance with Section 5.2 and (y) ending at the time that a Benchmark Replacement has replaced the LIBO Rate for all purposes hereunder pursuant to Section 5.2.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation, which certification shall be reasonably acceptable to the Administrative Agent and each requesting Lender, as applicable.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

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

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

“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” means Loans of the same Type, made, converted or continued on the same date and, in the case of LIBOR Loans, as to which a single Interest Period is in effect.

“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 New York, New York 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 7.50%.

“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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“Cash Equivalents” means (a) securities issued, guaranteed or insured by the United States of America or any of its agencies with maturities of not more than one year from the date acquired; (b) certificates of deposit with maturities of not more than one year from the date acquired issued by a United States federal or state chartered commercial bank of recognized standing, or a commercial bank organized under the laws of any other country which is a member of the Organisation for Economic Co-operation and Development, or a political subdivision of any such country, acting through a branch or agency, which bank has capital and unimpaired surplus in excess of $500,000,000 and which bank or its holding company has a short term commercial paper rating of at least A-2 or the equivalent by S&P or at least P-2 or the equivalent by Moody’s; (c) reverse repurchase agreements with terms of not more than seven days from the date acquired, for securities of the type described in clause (a) above and entered into only with commercial banks having the qualifications described in clause (b) above; (d) commercial paper issued by any Person incorporated under the laws of the United States of America or any State thereof and rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s, in each case with maturities of not more than one year from the date acquired; and (e) investments in money market funds registered under the Investment Company Act of 1940 which have net assets of at least $500,000,000 and at least 85% of whose assets consist of securities and other obligations of the type described in clauses (a) through (d) above.

“Compliance Certificate” has the meaning given that term in Section 9.3.

“Compounded SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate (which may include compounding in arrears with a lookback and/or suspension period as a mechanism to determine the interest amount payable prior to the end of each Interest Period) being established by the Administrative Agent in accordance with:

(1)    the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; provided that:

(2)    if, and to the extent that, the Administrative Agent determines that Compounded SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for this rate that the Administrative Agent determines in its reasonable discretion are substantially consistent with any evolving or then-prevailing market convention for determining compounded SOFR for U.S. dollar-denominated syndicated credit facilities at such time;

provided, further, that if the Administrative Agent decides in its reasonable discretion that any such rate, methodology or convention determined in accordance with clause (1) or clause (2) is not administratively feasible for the Administrative Agent, then Compounded SOFR will be deemed unable to be determined for purposes of the definition of “Benchmark Replacement.”

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

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“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.

“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the applicable Interest Period with respect to the LIBO Rate.

“Covered Entity” means any of the following:

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

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

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

“Covered Party” has the meaning assigned to it in Section 13.22.

“Credit Event” means the making of any Loan.

“Credit Party” means the Administrative Agent and each Lender.

“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.

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“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.

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

“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 a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within 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, 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.

“Delaware LLC” means any limited liability company organized or formed under the laws of the State of Delaware.

“Delaware Divided LLC” means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.

“Delaware LLC Division” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

9

“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 of the Borrower 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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“Double Net Lease” means a lease by a tenant of a Property under which the tenant is financially responsible for real estate taxes and insurance premiums relating to such Property.

“Early Opt-in Election” means the occurrence of:

(1) (i) a determination by the Administrative Agent or (ii) a notification by the Requisite Lenders to the Administrative Agent (with a copy to the Borrower) that the Requisite Lenders have determined that U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in Section 5.2 are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate, and

(2) (i) the election by the Administrative Agent or (ii) the election by the Requisite Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower and the Lenders or by the Requisite Lenders of written notice of such election to the Administrative Agent.

“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; (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.

“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.

“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.

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“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: (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 (i) Triple Net Leases or (ii) Double Net Leases with respect to Properties developed as medical offices or other office spaces for which Double Net Leases are customary; (f) such Property is not a Development Property and has been developed for (i) retail, industrial, healthcare or office use, or (ii) other use permitted under Parent’s internally approved property selection investment criteria; provided that Properties qualifying as an Eligible Property pursuant to this clause (f)(ii) shall not exceed 10% of Total Unencumbered Eligible Property Value; (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 (other than Permitted Liens described under clauses (f) – (k) of the definition thereof) or (ii) any Negative Pledge other than a Permitted Negative Pledge; 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.

“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

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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

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control, which, together with the Borrower or any Subsidiary, are treated as a single employer under Section 414 of the Internal Revenue Code.

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

“Event of Default” means any of the events specified in Section 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.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Recipient, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Term Loan Commitment pursuant to an Applicable Law in effect on the date on which (i) such Recipient acquires such interest in the Loan or Term Loan Commitment (other than pursuant to an assignment request by the Borrower under Section 5.6.) or (ii) such Recipient (if such Recipient is a Lender) changes its lending office, except in each case to the extent that, pursuant to Section 3.10., amounts with respect to such Taxes were payable either to such Recipient’s assignor immediately before such Recipient became a party hereto or to such Recipient immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.10.(g) and (d) any Taxes imposed under FATCA.

“Existing Credit Agreement” means that certain Revolving Credit and Term Loan Agreement dated as of June 23, 2017, by and among the Borrower, the Parent, the lenders party thereto, Manufacturers and Traders Trust Company, as administrative agent and the other parties thereto.

“Existing Term Loan Agreements” means (x) the Term Loan Agreement dated as of February 27, 2019 by and among the Borrower, the Parent, Capital One, National Association, as administrative agent, and the lenders party 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 (y) the Term Loan

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Agreement dated as of August 2, 2019 by and among the Borrower, the Parent, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party 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.

“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 Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any intergovernmental agreement between a non-U.S. jurisdiction and the United States of America with respect to the foregoing and any law, regulation or practice adopted pursuant to any such intergovernmental agreement.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on the Federal Reserve Bank of New York Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

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

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

“Fee Letters” means the JPMorgan Fee Letter and any other fee letter entered into between the Borrower and any other Joint Lead Arranger.

“Fees” means the fees and commissions provided for or referred to in Section 3.5. and any other fees payable by the Borrower hereunder, under the Fee Letters, 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 finance of the Parent, the Borrower or such Subsidiary.

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“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 a resident or 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.

“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, 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 (inclusive 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.

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“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 by the Parent and any Subsidiaries pursuant to Section 6.1.(a)(iii) or Section 8.12. and substantially in the form of Exhibit C-1. Notwithstanding anything herein to the contrary, the term “Guaranty” shall exclude the Additional Guaranty.

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

“IBA” has the meaning assigned to such term in Section 1.4.

“Impacted Interest Period” has the meaning assigned to it in the definition of “LIBO Rate.”

“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

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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 which would be included as a liability on the balance sheet of such Person in accordance with GAAP 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 Amount” 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).

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

“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).

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“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, 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.

“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which that LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time.

“Investment” means, with respect to any Person, any acquisition or investment (whether or not of a controlling interest) by such Person, by means of any of the following: (a) the purchase or other acquisition of any Equity Interest in another Person, (b) a loan, advance or extension of credit to, capital contribution to, Guaranty of Indebtedness of, or purchase or other acquisition of any Indebtedness of, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute the business or a division or operating unit of another Person. Any binding commitment to make an Investment in any other Person, as well as any option of another Person to require an Investment in such Person, shall constitute an Investment. Except as expressly provided otherwise, for purposes of determining compliance with any covenant contained in a Loan Document, the amount of any Investment shall be the amount

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actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“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” means JPMorgan Chase Bank, N.A.

“JPMorgan Fee Letter” means that certain Fee Letter dated as of February 7, 2020, by and among the Borrower, the Parent, and JPMorgan, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“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.”

“LIBO Rate” means, with respect to any LIBOR Borrowing for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) then the LIBO Rate shall be the Interpolated Rate.

“LIBO Screen Rate” means, for any day and time, with respect to any LIBOR Borrowing for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for U.S. Dollars) for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion); provided that if the LIBO Screen Rate as so determined 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 the LIBO Rate exceeded the total notional amount of all of Borrower’s Qualifying Swaps at any time during such Interest Period.

“LIBOR Loan” means any portion of a Loan (other than a Base Rate Loan) bearing interest at a rate based on the LIBO Rate.

“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,

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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, each Fee Letter 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. Notwithstanding anything herein to the contrary, the term “Loan Document” shall exclude the Additional Guaranty.

“Loan Party” means each of the Borrower, the Parent and any other Guarantor. Schedule 1.1. sets forth the Loan Parties in addition to the Borrower as of the Agreement Date.

“Mandatorily Redeemable Stock” means, with respect to any Person, any Equity Interest of such Person which by the terms of such Equity Interest (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than an Equity Interest to the extent redeemable in exchange for common stock or other equivalent common Equity Interests 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 Term Loan Maturity Date.

“Material Acquisition” means any acquisition (whether by direct purchase, merger or other transaction and whether in one or more related transactions) by the Borrower or any Subsidiary in which the purchase price of the assets acquired exceed 10.0% of the Total Market Value of the Parent, the Borrower and its other Subsidiaries determined under GAAP as of the last day of the most recently ending fiscal quarter of the Borrower for which financial statements are publicly available.

“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, taken as a whole, to perform their obligations under the Loan Documents, (c) the validity or enforceability of any of this Agreement, the Guaranty or any other material Loan Document, (d)

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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.

“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 such term in Section 11.1.(d)(i).

“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.

“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 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.

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“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all or all affected Lenders in accordance with the terms of Section 13.7. and (b) has been approved by the Requisite Lenders.

“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, and, as the context may require, “Notes” means the Term Notes.

“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.

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

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“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 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 temporary reason.

“Off-Balance Sheet Obligation” means: (i) so long as the Parent is not a reporting company with the SEC, the monetary obligation of the Parent, Borrower, or any Subsidiary 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); or (ii) so long as the Parent is a reporting company with the SEC, liabilities and obligations of the Parent, the Borrower or any Subsidiary in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which the Parent would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Parent’s report on Form 10 Q or Form 10 K (or their equivalents) which the Parent is required to file with the SEC.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

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

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 5.6.).

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“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the Federal Reserve Bank of New York Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“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).

“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;

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(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.

“Permitted Negative Pledge” means a Negative Pledge contained in any agreement that evidences Indebtedness that is not Secured Indebtedness which contains restrictions on encumbering assets that are substantially similar to, or no more restrictive than, those restrictions contained in the Loan Documents.

“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 to such Loan 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.

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“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 last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“Principal Office” means the office of the Administrative Agent located at 10 South Dearborn, Floor L2S, Chicago, IL 60603-2300, 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 Term Loan Commitment plus (ii) the aggregate amount of such Lender’s outstanding Term Loans (if any) to (b)(i) the aggregate amount of the Commitments of all Lenders plus (ii) the aggregate principal amount of all outstanding Term Loans (if any); 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 ratio, expressed as a percentage of (A) the sum of the unpaid principal amount of all outstanding Loans owing to such Lender as of such date to (B) the sum of the aggregate unpaid principal amount of all outstanding Loans of all Lenders as of such date. If at the time of determination the Commitments have terminated and there are no outstanding Loans, then the Pro Rata Shares of the Lenders shall be determined as of the most recent date on which any Loans were outstanding.

“Property” means a parcel (or group of related parcels) of real property owned or leased by the Borrower, any Subsidiary or any Unconsolidated Affiliate.

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

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

“QFC Credit Support” has the meaning assigned to it in Section 13.22.

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

“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 the LIBO Rate, and (iii) the parties to such interest rate swap transaction have not elected the “Zero Interest Rate Method”

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in the International Swaps and Derivatives Association master agreement governing such interest rate swap transaction.

“Rating Agency” means S&P or Moody’s.

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

“Register” has the meaning given that term in Section 13.6.(c).

“Regulatory Change” means the occurrence after the date of this Agreement of (a) the adoption of or taking effect of any Applicable Law, (b) any change in any Applicable Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or monetary authority charged with the interpretation or administration thereof or (c) compliance by any Lender (or, for purposes of Section 5.1(a), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to be a “Regulatory Change,” regardless of the date enacted, adopted, issued or implemented.

“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.

“Relevant Governmental Body” means the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.

“Requisite Lenders” means, as of any date, (a) Lenders having at least 50.1% of the aggregate amount of the Term Loan Commitments and the outstanding Term Loans (if any) of all Lenders, or (b) if the Term Loan Commitments have been terminated or reduced to zero, Lenders holding at least 50.1% of the principal amount of the aggregate outstanding Loans; 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.

“Reserve for Replacements” means, for any period and with respect to any Property, an amount equal to (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

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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 executive 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.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or any successor.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b), (d) an agency of the government of a Sanctioned Country, or (e) any Person otherwise the subject of any Sanctions.

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“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

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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.

“Senior Notes Agreement” mean the Note and Guaranty Agreement dated as of March 16, 2017 with respect to those certain 4.84% Guaranteed Senior Notes due April 18, 2027 issued by the Borrower.

“Single Asset Entity” means a Subsidiary that (a) only owns a single Property or group of related Properties; (b) is engaged only in the business of owning, developing and/or leasing such Property or Properties; and (c) receives substantially all of its gross revenues from such Property or Properties.

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the NYFRB, as the administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.

“SOFR-Based Rate” means SOFR, Compounded SOFR or Term SOFR.

“Solvent” means, when used with respect to any Person (or group of Persons), that (a) the fair value and the fair salable value of its (or their) assets (excluding any Indebtedness due from any Affiliate of such Person) are each in excess of the fair valuation of its (or their) 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 (or group of Persons are) able to pay its (or their) debts or other obligations in the ordinary course as they mature; and (c) such Person (or group of Persons) has capital not unreasonably small to carry on its (or their) business and all business in which it proposes (or they propose) to be engaged.

“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.

“Super-Majority Lenders” means, as of any date, (a) Lenders having at least 66 2/3% of the aggregate amount of the Term Loan Commitments and the outstanding Term Loans (if any) of all Lenders, or (b) if the Term Loan Commitments have been terminated or reduced to zero, Lenders holding at least 66 2/3% of the principal amount of the aggregate outstanding Loans; provided that in determining such percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded.

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“Supported QFC” has the meaning assigned to it in Section 13.22.

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

“Tenant Lease” means any lease entered into by the Borrower, any Loan Party or any Subsidiary with respect to any portion of a Property.

“Term Loan” means a loan made by a Lender to the Borrower pursuant to Section 2.2.

“Term Loan Commitment” means, as to each Lender, such Lender’s obligation to make Term Loans 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” or in the Assignment and Assumption by which such Lender shall have assumed its Term Loan Commitment, as applicable, and giving effect to any reduction in such amount pursuant to Section 2.11 or any increases or reductions in such amount pursuant to assignments to or by such Lender pursuant to Section 13.6.

“Term Loan Maturity Date” means February 28, 2022; provided however, if such date is not a Business Day, the Term Loan Maturity Date shall be the immediately preceding Business Day.

“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 Commitment.

“Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Titled Agents” means each of the Joint Lead Arrangers, any Person listed as a “Syndication Agent” or “Documentation Agent” on the cover page of this Agreement and their respective successors and permitted assigns.

“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 its Subsidiaries 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; (c) the GAAP book value of all Mortgage Receivables, Development Property and unimproved real estate; (d) unrestricted cash, Cash Equivalents and Unrestricted 1031 Cash which would be included on the Parent’s consolidated balance sheet as of such date and (e) the GAAP book value of all other tangible assets of the Parent and its Subsidiaries; provided that, to the extent the amount of Total Market Value attributable to this clause (e) would exceed 5% of Total Market Value, such excess shall be excluded. 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. For purposes of determining Total Market Value, to the extent the amount of Total Market Value attributable to (x) common stock, Preferred Equity and other Equity Interests in Persons (other than Wholly Owned Subsidiaries) would exceed 10.0% of Total Market Value, such excess shall be excluded, (y) Mortgage Receivables would exceed 10.0% of Total Market Value, such excess shall be excluded and (z) the aggregate value of Total Budgeted Costs for Development Properties, Mortgage Receivables, common stock, Preferred Equity and other Equity Interests in Persons (other than Wholly Owned Subsidiaries) and unimproved real estate (which shall not include any Development Property) would exceed 15.0% of Total Market Value, such excess shall be excluded.

“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; plus (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.

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

“Trading with the Enemy Act” has the meaning given that term in Section 7.1.(aa).

“Triple Net Lease” means a lease by a tenant of a Property under which the tenant is financially responsible for real estate taxes and assessments, repairs and maintenance (except for major roof and structural repairs and other customary exclusions for Triple Net Leases), insurance premiums, and other expenses relating to the operation of 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.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment; provided that, if the Unadjusted Benchmark Replacement as so determined would be less than zero, the Unadjusted Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

“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 Net Operating Income” means Net Operating Income for all Eligible Properties.

“Unrestricted 1031 Cash” means the aggregate amount of cash of the Parent, the Borrower and each Subsidiary that is held in escrow in connection with the completion of “like-kind” exchanges being effected in accordance with Section 1031 of the Internal Revenue Code.

“Unsecured Interest Expense” means, with respect to a Person and for any period, all Interest Expense of such Person for such period attributable to Total Unsecured Indebtedness of such Person.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701 (a)(30) of the Internal Revenue Code.

“U.S. Special Resolution Regime” has the meaning assigned to such term in Section 13.22.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 3.10. (g)(ii)(B)(III)

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“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.

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

“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.

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) except as expressly provided otherwise in any Loan Document, shall include all documents, instruments or agreements issued or executed in replacement thereof, to the extent not prohibited 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. Except as expressly provided otherwise in any Loan Document, any reference to any law shall include all statutory and regulatory provisions

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consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, extended, restated, replaced or supplemented from time to time. 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”. The word “or” has the inclusive meaning represented by the phrase “and/or”. 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 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%.

Section 1.4    Interest Rates; LIBOR Notification.

The interest rate on LIBOR Loans is determined by reference to the LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event or an Early Opt-In Election, Section 5.2 provides a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 5.2, of any change to the reference rate upon which the interest rate on LIBOR Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 5.2(b), whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 5.2(c)), including without limitation, whether the composition or characteristics of any

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such alternative, successor or replacement reference rate, will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

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 set forth in this Agreement, upon a request from the Borrower pursuant to Section 2.2.(b), each Lender severally and not jointly agrees to make a Term Loan to the Borrower in a single borrowing on the Effective Date in the aggregate principal amount up to, but not exceeding, such Lender’s Term Loan Commitment. Once repaid, the principal amount of the Term Loan (or portion thereof) may not be reborrowed.

(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 requesting that the Lenders make the Term Loans on such date and specifying the aggregate principal amount of Term Loans to be borrowed, the date such Term Loans are to be borrowed (which must be a Business Day), the use of proceeds of such Term Loans (it being understood that a reference to the general corporate purposes of the Borrower shall be sufficient for this purpose), the Type of the Term Loans, and if such Term Loans are to be LIBOR Loans, the initial Interest Period for such Term Loans. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Base Rate Loan Borrowing. If no Interest Period is specified with respect to any LIBOR Loan Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each Notice of Term Loan Borrowing shall be irrevocable once given and binding on the Borrower. Upon receipt of a Notice of Term Loans Borrowing the Administrative Agent shall promptly notify each Lender.

(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 promptly make available to the Borrower in the account specified by the Borrower in the Notice of Term Loan Borrowing on the date of the requested borrowing of Term Loans, the proceeds of such amounts so received by the Administrative Agent on such date. The Borrower may not reborrow any portion of the Term Loans once repaid.

(d)     Assumptions Regarding Funding by Lenders. With respect to Term Loans to be made after the Effective Date, unless the Administrative Agent shall have been notified by any Lender that such Lender will not make available to the Administrative Agent a Term Loan to be

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made by such Lender in connection with any borrowing, the Administrative Agent may assume that such Lender will make the proceeds of such 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 Loan to be provided by such Lender. In such event, if such Lender does not make available to the Administrative Agent the proceeds of such Loan, then such Lender and the Borrower severally agree to pay to the Administrative Agent on demand the amount of such Loan with interest thereon, for each day from and including the date such Loan is made available to the Borrower but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans that are Term Loans. If the Borrower and such Lender shall pay the amount of such interest to the Administrative Agent for the same or overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays to the Administrative Agent the amount of such Loan, the amount so paid shall constitute such Lender’s Term Loan included in the borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Term Loan to be made by such Lender (including, if applicable, treatment of such Lender as a Defaulting Lender in accordance with the terms of this Agreement).

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 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.

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

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the first Business Day of each 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 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.

(d)      LIBOR Quote. Prior to delivering a Notice of Borrowing, the Borrower may (without specifying whether a Loan will be a Base Rate Loan or a LIBOR Loan) request that the Administrative Agent provide the Borrower with the most recent LIBOR quoted rate available to the Administrative Agent. The Administrative Agent shall provide such quoted rate to the Borrower on the date of such request or as soon as possible thereafter.

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.

The Borrower shall repay (and does hereby unconditionally promise to pay to the Administrative Agent for the account of each Lender) 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    Optional Prepayments.

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 (other than a

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prepayment of all outstanding Loans) shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof.

Section 2.8    Continuation.

So long as no 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 LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount (or in the aggregate amount of the LIBOR Loan being continued), 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 an 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.

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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 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 in the Register, in the absence of manifest error, the statements of account maintained by the Administrative Agent in the Register 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.

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 (excluding Taxes required to be withheld pursuant to Section 3.10.), 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 NYFRB Rate from time to time in effect. If the

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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 NYFRB 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 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 Section 5.3.) 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 (it being agreed that the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply)), 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

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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, the Joint Lead Arrangers, and each Lender all fees as have been agreed to in writing by the Borrower, the Administrative Agent and the Joint Lead Arrangers.

(b)      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 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

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

Section 3.9    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 and Section 13.7.

(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 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

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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)      [reserved]

(d)      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, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans 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.

Section 3.10    Taxes; Foreign Lenders.

(a)      [Intentionally Omitted].

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

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

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

(e)      Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower or another Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower and the other Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.5. relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this subsection. The provisions of this subsection shall continue to inure to the benefit of an Administrative Agent following its resignation as Administrative Agent.

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

(g)      Status of Lenders.

(i)      Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will

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

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

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

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

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

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

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

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

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

(D)      if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their

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obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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

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

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

ARTICLE IV. INTENTIONALLY OMITTED

ARTICLE V. YIELD PROTECTION, ETC.

Section 5.1    Additional Costs; Capital Adequacy.

(a)      Capital Adequacy. If any Lender determines that any Regulatory Change affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity ratios or requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Term Loan Commitments of such Lender or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company

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could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then, to the extent a request for payment of additional amount or amounts is consistent with such Lender’s general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that a Lender shall not be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim), from time to time, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(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 Loans or its obligation to make any 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 Loans or such obligation or the maintenance by such Lender of capital in respect of its Loans or its Term Loan Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that:

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

(ii)      imposes or modifies any reserve, special deposit, liquidity, compulsory loan, insurance charge 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 Term Loan Commitments of such Lender hereunder) or

(iii)      imposes on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or the Loans made by such Lender;

provided that a request for such amounts is consistent with such Lender’s general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that a Lender shall not be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim).

(c)      [Intentionally Omitted].

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(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. The Borrower shall pay the Administrative Agent or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(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 180 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 180 day period referred to above shall be extended to include the period of retroactive effect thereof).

Section 5.2    Alternative Rate of Interest. (a) If prior to the commencement of any Interest Period for a LIBOR Borrowing:

(i)      the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or

(ii)      the Administrative Agent is advised by the Requisite Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Notice of Continuation or Notice of Conversion that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBOR Borrowing

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shall be ineffective and (B) if any Notice of Term Loan Borrowing requests a LIBOR Borrowing, such Borrowing shall be made as a Base Rate Borrowing.

(b)      Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Requisite Lenders; provided that, with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Requisite Lenders have delivered to the Administrative Agent written notice that such Requisite Lenders accept such amendment. No replacement of LIBO Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date.

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

(d)      The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 5.2, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 5.2.

(e)      Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) any Notice of Continuation or Notice of Conversion that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBOR Borrowing shall be ineffective and (ii) if any Notice of Term Loan Borrowing requests a LIBOR Borrowing, such Borrowing shall be made as a Base Rate Borrowing.

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

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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.

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 this 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 this Section 5.3. on such earlier date as such Lender may specify to the Borrower with a copy to the Administrative Agent, as applicable) and, unless and until such Lender gives notice as provided below that the circumstances specified in this 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, as applicable) that the circumstances specified in this Section 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 Term Loan Commitments.

Section 5.4    Compensation.

The Borrower shall pay to the Administrative Agent for the account of each Lender, upon the request of such Lender through 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

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into a LIBOR Loan or Continue a LIBOR Loan on the requested date of such Conversion or Continuation; or

(c)      the assignment of any LIBOR Loan other than on the last day of the Interest Period for such Loan as a result of a request by the Borrower pursuant to Section 5.6.

In the case of a LIBOR Loan, such loss, cost or expense to any Lender shall be an amount reasonably determined by such Lender to be equal to the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. Upon the Borrower’s request, such Lender 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    [Reserved].

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, (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 5.3 but the obligation of the Requisite Lenders shall not have been suspended under such Section, (c) a Lender becomes a Defaulting Lender or (d) a Lender becomes a Non-Consenting Lender, 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 Commitments 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 and other amounts owing to the Affected Lender hereunder, or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee; provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld and (ii) in the case of any such assignment resulting from a claim for compensation under Section 5.1 or payments required to be made pursuant to Section 3.10, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each of the Administrative Agent, the Borrower 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

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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. In connection with any such assignment under this Section, such Affected Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), except that the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided further that any such documents shall be without recourse to or warranty by the parties thereto.

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    Conditions Precedent to Effective Date.

The effectiveness of this Agreement 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;

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(ii)     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 the other Guarantors (if any) initially to be a party thereto;

(iv)     an opinion of Vaisey, Nicholson & Nearpass 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 each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Person and certified as true, complete and correct copies by the Secretary or Assistant Secretary (or individual performing similar functions) of the applicable 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)     the Additional Guaranty duly executed by the parties thereto;

(x)     [Intentionally Omitted];

(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

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Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid;

(xii)     a Compliance Certificate calculated on a pro forma basis for the Parent’s fiscal quarter ending September 30, 2019 in form and substance satisfactory to the Administrative Agent;

(xiii)     [Intentionally Omitted];

(xiv)     upon the reasonable request of any Lender made at least five (5) Business Days prior to the Agreement Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money- Laundering Laws, including, without limitation, the Patriot Act, in each case at least three (3) Business Days prior to the Agreement Date;

(xv)     At least five (5) Business Days prior to the Agreement Date, the Borrower shall deliver, to each Lender that so requests, a Beneficial Ownership Certification; and

(xvi)     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;

(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 Administrative Agent and the Lenders shall have received all information requested by the Administrative Agent and each Lender in order to comply

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with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; 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 Sections 6.1, the obligations of the Lenders to make any Loans 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.

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, limited liability company, partnership or

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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, limited liability company, 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. As of the Effective Date, the information included in each Beneficial Ownership Certification is true and correct in all material respects.

(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

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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 (A) the organizational documents of any Loan Party or (B) any 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 except under this clause (B) as could not reasonably be expected to have a Material Adverse Effect; 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 noncompliance 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 Properties 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 that owns an Eligible Property has good and legal title to, or a valid leasehold interest in, its respective Eligible Properties. 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 under clause (a) of the term “Indebtedness” (including all Guarantees in respect of such Indebtedness) 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 to the extent that the noncompliance therewith would give any other party thereto the right to terminate such Material Contract.

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(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 in writing 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 that individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(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 (taking into account any extensions of time within which to file such returns), 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, 2017 and December 31, 2018, 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 or Deloitte & Touche LLP, as the case may be, and (ii) the unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal quarter ended September 30, 2019, 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 but, as to interim statements, subject to changes resulting from normal year-end audit adjustments and absence of footnotes) 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. 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, 2018, 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 any other Loan Party is Solvent after giving

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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, limited liability company 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

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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 the extent all such listings taken together could not reasonably be expected to have a Material Adverse Effect. 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

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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”), 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 except, in each case, where the failure to own or have right to use such Intellectual Property or such conflict, could not reasonably be expected to have a Material Adverse Effect. 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 primarily in the business of acquiring, owning, leasing and financing real estate, together with other business activities incidental thereto.

(u)      Broker’s Fees. Other than as paid to a Lender pursuant to Section 6.1.(a)(xi), 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, 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,

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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). As of the Agreement Date, 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 materially 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)      Reserved.

(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)      Reserved.

(aa)    Anti-Corruption Laws and Sanctions; Anti-Terrorism Laws. None of the Parent, the Borrower or any Subsidiary, or, to the knowledge of the Parent, the Borrower or any such Subsidiary, any of their respective directors, officers, employees, Affiliates or any agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from this Agreement, (i) is a Sanctioned Person or currently the subject or target of any Sanctions, (ii) has its assets located in a Sanctioned Country, (iii) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons or (iv) has violated any Anti-Money Laundering Law in any material respect. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of the Parent and the Borrower,

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each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. The Parent has implemented and maintains in effect policies and procedures designed to ensure compliance with the Anti-Corruption Laws and applicable Sanctions by the Parent, the Borrower, their Subsidiaries, their respective directors, officers, employees, Affiliates and agents and representatives of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from this Agreement.

(bb)    EEA Financial Institution. None of the Parent, the Borrower or any Subsidiary is an EEA Financial Institution.

Section 7.2    Survival of Representations and Warranties, Etc.

All representations and warranties made under this Agreement and the other Loan Documents and in the certificates delivered in connection with the Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date, 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. The Parent will maintain in effect and enforce reasonable policies and procedures designed to ensure compliance by the Parent, the Borrower, their respective Subsidiaries and their respective directors, officers, employees, Affiliates and agents and

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representatives, in each case, that will act in any capacity in connection with or benefit from this Agreement, with Anti-Corruption 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, or as a result of a casualty for which insurance is maintained pursuant to Section 8.5., 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, in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

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).

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.

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 federal and state taxes and other material 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 (i) 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 or (ii) if the failure to pay or discharge all such taxes, assessments, charges, levies or claims in the

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aggregate under this clause (ii) could not reasonably be expected to result in liability to the Parent, the Borrower and its Subsidiaries in excess of $5,000,000.

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 the Loans to finance acquisitions, capital expenditures, equity investments and other transactions permitted under this Agreement, to repay Indebtedness of the Parent, the Borrower and its Subsidiaries, to provide for the general working capital needs of the Parent, the Borrower and its Subsidiaries, and for other general corporate purposes of the Parent, 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 (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

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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 (other than Permitted 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 to the extent that the failure to comply therewith would permit any other party thereto to terminate such Material Contract.

Section 8.12    Additional Guarantors.

(a)      Within 10 Business Days following the date on which either of the following conditions first applies to any Subsidiary (other than an Excluded Subsidiary) that is not already a Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement (or if the Guaranty is not then in effect, the Guaranty) and (ii) the items that would have been delivered

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under Sections 6.1. (a)(iv) through (viii) and (xvi) if such Subsidiary had been a Loan Party on the Agreement Date:

(A)      such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary; or

(B)      (x) such Subsidiary owns an Eligible Property, and (y) either has incurred, acquired or suffered to exist any Indebtedness for itself that is not Nonrecourse Indebtedness or whose equity interests are owned directly or indirectly by another Subsidiary of the Parent (other than the Borrower) which has incurred, acquired or suffered to exist any Indebtedness for itself that is not Nonrecourse Indebtedness;

provided that one or more direct or indirect Subsidiaries of the Parent that has or Guarantees (or has an equity interest holder that has or Guarantees) Indebtedness described above in clause (A) or (B) shall not be required to provide an Accession Agreement (or if the Guaranty is not then in effect, the Guaranty) so long as the aggregate amount of all such Indebtedness of, and guarantees by, all such Subsidiaries described above in clause (A) or (B) does not exceed $25,000,000.

(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) [reserved], 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.

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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 and in any event within 5 Business Days after the same is filed with the SEC (but in no event later than 45 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 and in any event within 5 Business Days after the same is filed with the SEC (but in no event later than 90 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 Deloitte & Touche LLP 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

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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 the LIBO Rate 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 the LIBO Rate 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.

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 SEC (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)      [Reserved];

(e)      No later than thirty (30) days following 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)      [Reserved];

(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

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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 (i) any Default or Event of Default and (ii) 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 to the extent that any such default or event of default of such Material Contract would permit any other party thereto to terminate such Material Contract;

(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, and in any event within 10 Business Days of, each request, information identifying any Loan Party as a Lender may request in order to comply with applicable “know your customer” and Anti-Money Laundering Laws and regulations including, without limitation, 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

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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 following any change in beneficial ownership of the Borrower that would result in a change to the list of beneficial owners identified in a Beneficial Ownership Certification delivered pursuant to Section 6.1.(a)(xv) of this Agreement or this Section 9.4(q), an updated Beneficial Ownership Certification for the Borrower.

(r)      Promptly, upon each request, such information and documentation as any Lender may request in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act;

(s)      From time to time and promptly upon, and in any event within 10 Business Days of, 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; and

(t)      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.

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 Intralinks^™, DebtDomain, SyndTrak or any other Internet, e-mail or intranet website and to which the Administrative Agent and each Lender have access (including a commercial, third-party website such as 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,

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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.

The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders by posting the Communications on IntraLinks^™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).

Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders and the Borrower hereby approves distribution of the Communications (as defined below) through the Approved Electronic Platform and understands and assumes the risks of such distribution.

THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY JOINT LEAD ARRANGER, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.

“Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative

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Agent or any Lender by means of electronic communications pursuant to this Section, including through an Approved Electronic Platform.

Each of the Lenders and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally applicable document retention procedures and policies.

Documents or notices delivered electronically (other than by e-mail) shall be deemed to have been delivered (A) with respect to deliveries made pursuant to Sections 9.1., 9.2., 9.4.(b) and 9.4.(c) by proper filing with the SEC and available on www.sec.gov, on the date of filing thereof and (B) with respect to all other electronic deliveries (other than deliveries made by e-mail), 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, upon request of the Administrative Agent, 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    Public/Private Information.

The Parent and the Borrower shall cooperate with the Administrative Agent in connection with the publication of certain materials and/or information provided by or on behalf of the Parent or the Borrower. Documents required to be delivered pursuant to the Loan Documents shall be delivered by or on behalf of the Parent or the Borrower to the Administrative Agent and the Lenders (collectively, “Information Materials”) pursuant to this Article and the Parent or the Borrower shall designate Information Materials (a) that are either available to the public or not material with respect to the Parent, the Borrower and its Subsidiaries or any of their respective securities for purposes of United States federal and state securities laws, as “Public Information” and (b) that are not Public Information as “Private Information”. Notwithstanding the foregoing, each Lender who does not wish to receive Private Information agrees to cause at least one individual at or on behalf of such Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of any website provided

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pursuant to Section 9.5. in order to enable such Lender or its delegate, in accordance with such Lender’s compliance procedures and Applicable Law, including United States federal and state securities laws, to make reference to Information Materials that are not made available through the “Public Side Information” portion of such website provided pursuant to Section 9.5. and that may contain material nonpublic information with respect to the Parent, the Borrower or its Subsidiaries or their securities for purposes of United States federal and state securities laws.

Section 9.7    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 and the Beneficial Ownership Regulation, 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 promptly upon any such request to such Lender, such Loan Party’s name, address, tax identification number, a Beneficial Ownership Certification, and/or such other identification information as shall be necessary for such Lender to comply with federal law, including the Patriot Act and the Beneficial Ownership Regulation. 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. Except as otherwise provided in this subsection (a) below, 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. Notwithstanding the foregoing, the Parent shall have the option, exercisable two times during the term of this Agreement, to elect that the ratio of (i) Total Outstanding Indebtedness of the Parent and its Subsidiaries to (ii) Total Market Value may exceed 0.60 to 1.00 for any fiscal quarter in which the Borrower completes a Material Acquisition and the immediately subsequent two fiscal quarters so long as (1) the Parent has delivered a written notice to the Administrative Agent that the Parent is exercising its option under this subsection (a) and (2) such ratio does not exceed 0.65 to 1.00 at the end of the fiscal quarter for which such election has been made and the immediately subsequent two fiscal quarters.

(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 0.40 to 1.00.

(c)      Reserved.

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(d)      Unencumbered Coverage Ratio. The Parent shall not permit the ratio of (i) Unencumbered Net Operating Income of the Parent and its Subsidiaries for the fiscal quarter most recently ended for which financial statements are available to (ii) Unsecured Interest Expense of the Parent and its Subsidiaries for such fiscal quarter, to be less than 1.75 to 1.0 at any time.

(e)      Fixed Charge Coverage Ratio. 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)      Reserved.

(g)      Ratio of Total Unsecured Indebtedness to Total Unencumbered Eligible Property Value. Except as otherwise provided in this subsection (g) below, 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. Notwithstanding the foregoing, the Parent shall have the option, exercisable two times during the term of this Agreement, to elect that the ratio of (i) Total Unsecured Indebtedness of the Parent and its Subsidiaries to (ii) Total Unencumbered Eligible Property Value may exceed 0.60 to 1.00 for any fiscal quarter in which the Borrower completes a Material Acquisition and the immediately subsequent two fiscal quarters so long as (1) the Parent has delivered a written notice to the Administrative Agent that the Parent is exercising its option under this subsection (g) and (2) such ratio does not exceed 0.65 to 1.00 at the end of the fiscal quarter for which such election has been made and the immediately subsequent two fiscal quarters.

(h)      Reserved.

(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 (including by way of a Delaware LLC Division) 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.

Section 10.2    Negative Pledge.

(a)      Except for Permitted Negative Pledges, neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Subsidiary to, permit any Eligible Property or any direct or indirect ownership interest of the Borrower or in any Person owning a

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Eligible Property, 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 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.

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 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;

(ii)      with respect to clause (d), (x) 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 (y) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale to the extent that such sale is permitted under this Agreement and the restrictions apply only to the Subsidiary or the assets that are the subject of such sale; 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 (including, in the case of each of the foregoing clauses, pursuant to a Delaware LLC Division); 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 other than in the ordinary course of business for such Loan Party or Subsidiary.

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 (or guaranteed) by the Parent, 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 3rd 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. (other than clauses (c), (e), (i), (l) and (n) of Section 9.4.) or Article X.; or

(ii)      Any Loan Party shall fail to perform or observe (A) 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 or (B) clauses (c), (e), (i), (l) and (n) of Section 9.4. 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 in

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connection with the Loan Documents, 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) $25,000,000 or more in the case of Indebtedness that is not Nonrecourse Indebtedness or (y) $75,000,000 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 one or more Subsidiaries to which more than 5% of Total Market Value is attributable in the aggregate shall: (i) commence a voluntary case under the Bankruptcy Code or other federal bankruptcy laws (as now or hereafter in effect); (ii) file a petition seeking to take advantage of any other Applicable Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up, or composition or adjustment of debts; (iii) consent to, or fail to contest in a timely and appropriate manner, any petition filed against it in an involuntary case under such bankruptcy laws or other Applicable Laws or consent to any proceeding or action described in the immediately following subsection (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.

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(f)      Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced against the Parent, the Borrower, any other Loan Party or any one or more Subsidiaries to which more than 5% of Total Market Value is attributable in the aggregate in any court of competent jurisdiction seeking: (i) relief under the Bankruptcy Code or other federal bankruptcy laws (as now or hereafter in effect) or under any other Applicable Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up, or composition or adjustment of debts; or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such Person, or of all or any substantial part of the assets, domestic or foreign, of such Person, and in the case of either clause (i) or (ii) such case or proceeding shall continue undismissed or unstayed for a period of 60 consecutive 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, $25,000,000 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, $25,000,000, 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 $25,000,000; or

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

(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) 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.

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(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.

(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

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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)      to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent in its capacity as such;

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

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

(d)      to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (d) payable to them; and

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

Section 11.6    [Intentionally Omitted].

Section 11.7    Performance by Administrative Agent; Rescission of Acceleration by Super-Majority Lenders.

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

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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.

If at any time after acceleration of the maturity of the Loans and the other Obligations, the Borrower shall pay all arrears of interest and all payments on account of principal of the Obligations which shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by Applicable Law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Defaults (other than nonpayment of principal of and accrued interest on the Obligations due and payable solely by virtue of acceleration) shall become remedied or waived to the satisfaction of the Super-Majority Lenders, then by written notice to the Borrower, the Super-Majority Lenders may elect, in the sole discretion of such Super-Majority Lenders, to rescind and annul the acceleration and its consequences. The provisions of the preceding sentence are intended merely to bind all of the Lenders to a decision which may be made at the election of the Super-Majority Lenders, and are not intended to benefit the Borrower and do not give the Borrower the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are satisfied.

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    Authorization and Actions.

(a)      Each Lender hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent under the Loan Documents and each Lender authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Lender hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.

(b)      As to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), 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 written instructions of the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender; provided, however, that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Requisite Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Parent, the Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(c)      In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:

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(i)      the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; and

(ii)     nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account;

(d)      The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.

(e)      None of any Syndication Agent or any Joint Lead Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder.

(f)      In case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(i)      to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim under Sections 2.4, 3.5, 3.10, 5.1, 5.4, 13.2 and 13.10) allowed in such judicial proceeding; and

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(ii)      to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 13.10). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

(g)      The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and, except solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of the Parent, the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions.

Section 12.2    Administrative Agent’s Reliance, Indemnification, Etc.

(a)      Neither the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by such party, the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan Documents (x) with the consent of or at the request of the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or (y) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party to perform its obligations hereunder or thereunder.

(b)      The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating that it is a “notice of default”) is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement,

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instrument or document, or (v) the satisfaction of any condition set forth in Article VI or elsewhere in any Loan Document, other than to confirm receipt of items (which on their face purport to be such items) expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent.

(c)      Without limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory note has been assigned in accordance with Section 13.6, (ii) may rely on the Register to the extent set forth in Section 13.6(c), (iii) may consult with legal counsel (including counsel to the Borrower), 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, (iv) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made by or on behalf of any Loan Party in connection with this Agreement or any other Loan Document, (v) in determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender sufficiently in advance of the making of such Loan and (vi) shall be entitled to rely on, and shall incur no 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 writing may be a fax, any electronic message, Internet or intranet website posting or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

Section 12.3    The Administrative Agent Individually.

With respect to its Term Loan Commitment and Loans, the Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender. The terms “Lenders”, “Requisite Lenders” and any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender or as one of the Requisite Lenders, as applicable. The Person serving as the Administrative Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust or other business with the Parent, the Borrower, any Subsidiary or any Affiliate of any of the foregoing as if such Person was not acting as the Administrative Agent and without any duty to account therefor to the Lenders.

Section 12.4    Successor Administrative Agent.

(a)      The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Requisite Lenders, and shall have accepted such appointment, within 30 days

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after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.

(b)      Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; and (ii) the Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article and Section 13.2 and 13.10, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Section 12.5    Acknowledgements of Lenders.

(a)      Each Lender represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and that it has, independently and without reliance upon the Administrative Agent, any Joint Lead Arranger, any Syndication Agent or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Joint Lead Arranger, any Syndication Agent or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Parent, the Borrower and their Affiliates) as it shall from time to time deem appropriate, continue

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to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

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    ERISA Representations of the Lenders.

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

(i)      such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more employee benefit plans in connection with the Loans, the Term Loan Commitments or this Agreement,

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

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

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

(b)      In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent or any Joint Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of

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such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Term Loan Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).

(c)      The Administrative Agent and each Joint Lead Arranger hereby inform the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Term Loan Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans or the Term Loan Commitments for an amount less than the amount being paid for an interest in the Loans, the Term Loan Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, Administrative Agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

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 by hand or overnight courier as follows:

If to the Borrower:

Broadstone Net Lease, LLC

800 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:

JPMorgan Chase Bank, N.A.

237 Park Avenue, 6th Floor

New York, NY 10017

Attention: Austin R. Lotito

Telephone: (212) 648-0247

Fax: (646) 534-6301

Email: austin.r.lotito@jpmorgan.com

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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 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 one primary counsel to the Administrative Agent and the Joint Lead Arrangers, taken as a whole, and one local counsel for the Administrative Agent and the Joint Lead Arrangers, taken as a whole, in each relevant jurisdiction and with respect to each relevant specialty, and all costs and expenses of the Administrative Agent in connection with the administration of the Loan Documents and 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

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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

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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 FULLEST 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

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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 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.

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(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 of such Lender; 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 unless such assignment is to a Lender, an Affiliate of such a Lender or an Approved Fund of such a Lender.

(iv)      Assignment and Assumption; Notes. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants), 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

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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 Certain Persons. No such assignment shall be made to (A) the Parent, the Borrower or any of the Parents or the Borrower’s respective Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or to any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

(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 Assumption, 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, a Defaulting Lender, 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) increase 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 (other than with respect to a waiver of implementation of interest at the Post Default Rate) or (z) release any Guarantor from its Obligations under the Guaranty except as contemplated by Section 8.12., in each case as applicable to that portion of such Lender’s rights and/or obligations that are subject to the participation. 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. (subject to the requirements and limitations therein, including the requirements under Section 3.10.(g)(it being understood that the documentation required under Section 3.10.(g) shall be delivered to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 5.6 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.1 or 3.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Regulatory Change that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 5.6 with respect to any Participant. 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-

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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.

(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.

(h)      USA Patriot Act Notice; Compliance. In order for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, prior to any Lender 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 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.

Section 13.7    Amendments and Waivers.

(a)      Generally. Except as otherwise expressly provided in this Agreement (including Sections 5.2(b), 5.2(c) and 13.7(d)), (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

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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:

(i)      increase the Term Loan Commitment of such Lender (excluding any increases contemplated under Section 2.16.) or subject such Lender to any additional obligations without the written consent of such Lender;

(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 without the written consent of each Lender directly affected thereby; provided, however, only the written consent of the Super-Majority Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”;

(iii)     reduce the amount of any Fees payable to a Lender without the written consent of such Lender;

(iv)     modify the definition of “Term Loan Maturity Date” 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 owing the Lenders, in each case, without the written consent of each Lender directly affected thereby;

(v)      amend or otherwise modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2. without the written consent of each Lender directly affected thereby;

(vi)     release any Guarantor from its obligations under the Guaranty except as contemplated by Section 8.12. without the written consent of each Lender;

(vii)    amend or otherwise modify the definition of the term “Requisite Lenders”, or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, without the written consent of each Lender;

(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 without the written consent of each Lender; or

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(ix)      waive a Default or Event of Default under Section 11.1.(a) without the written consent of each Lender directly affected thereby (except as provided in Section 11.7).

(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. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) a Term Loan Commitment of any Defaulting Lender may not be increased, reinstated or extended without the written consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the written consent of such Defaulting Lender. 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. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time. 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)        Technical Amendments. Notwithstanding anything to the contrary in this Section 13.7, if the Administrative Agent and the Borrower have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or an inconsistency between provisions of this Agreement, the Administrative Agent and the Borrower shall be permitted to amend such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the interests of the Lenders and the Administrative Agent provides notice to Lenders of such amendment. Any such amendment shall become effective without any further action or consent of any of other party to this Agreement.

Section 13.8    Nonliability of Administrative Agent and Lenders.

(a)        The Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan

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Documents and the transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto.

(b)        The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

(c)        In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

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

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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 and data service providers (including league table providers) that serve the lending industry, 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.

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 or asserted against an Indemnified Party

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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 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

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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.

(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 Term Loan Commitments have been terminated, (b) none of the Lenders is obligated any longer under this Agreement to make any Loans, and (c) and 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

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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. To the extent any term of this Agreement is inconsistent with a term of any other Loan Document to which the parties of this Agreement are party, the term of this Agreement shall control to the extent of such inconsistency.

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  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:

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(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 13.22  Acknowledgement Regarding Any Supported QFCs.

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

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

112

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/ Ryan M. Albano
Name:	Ryan M. Albano
Title:	Chief Financial Officer
BROADSTONE NET LEASE, INC.,
a Maryland corporation
By:	/s/ Ryan M. Albano
Name:	Ryan M. Albano
Title:	Chief Financial Officer

Signature Page to Term Loan Agreement

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as a Lender
By:	/s/ Austin Lotito
Name:	Austin Lotito
Title:	Vice President

Signature Page to Term Loan Agreement

SCHEDULE I

Term Loan Commitments

Lender	Term Loan Commitment Amount
JPMorgan Chase Bank, N.A.	$60,000,000
Total:	$60,000,000

SCHEDULE 1.1. - List of Loan Parties

	Name	Status
1	Broadstone Net Lease, LLC	Borrower
2	Broadstone Net Lease, Inc.	Parent and Guarantor

SCHEDULE 7.1.(b) Part I - Subsidiaries of the Parent

1   Parent Guarantor’s Subsidiaries

Subsidiary	Jurisdiction	Owner of Equity  Interest	Nature of Equity Interest	Percentage of   Ownership
99 Garnsey Road Associates II, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone 2020EX Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone AAP Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone AC Wisconsin, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone ACW Wisconsin, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone ADB Ohio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone ADTB Rochester, LLC	Delaware	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone AFD Georgia, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone AI Michigan, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone ALH Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone AMG Illinois, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone APLB Brunswick, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone APLB Jacksonville, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone APLB Minnesota, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone APLB Sarasota, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone APLB SC, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone APLB Utah, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone APLB Virginia, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone APLB Wisconsin, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone APM Florida, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone AQG Indiana, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone AS Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone ASDCW Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone ASH Arkansas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone ATI Massachusetts, LLC	Delaware	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone August Family UPREIT OH PA, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone AVF Illinois, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone AVF Michigan, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BB Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BCI Iowa, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BEC Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BEF Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BER East, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BFC Maryland, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BFW Minnesota LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BI South, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BJWC Massachusetts, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BK Emporia, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BK Virginia, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BNR Arizona, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BP Kansas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BPC Ohio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BPC Pittsburgh LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BPS Montana, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BT South, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BW Appalachia, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BW Arkansas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BW Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone BW Wings South, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone CA Canada, LLC	Delaware	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone Cable, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone CC Austin, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone CC New Orleans, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone CC Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone CC Raleigh Greensboro, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone CC Theodore Augusta, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone CCP Virginia, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone CFW Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone CG Indiana, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone CHR Illinois, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone CI West, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone CLE Illinois, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone CM Florida, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone CMH Illinois, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone CMM Colorado, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone CPN North Carolina, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone CQ Illinois, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone CPS Ohio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone CW Nevada, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone CWP Michigan, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone DG Northeast, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone DG South Carolina, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone DHCP VA AL, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone DI Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%

Broadstone DQ Virginia, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone EA Ohio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone EH Illinois, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone EHA Florida, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone EO Birmingham I, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone EO Birmingham II, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone EO North Carolina, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone EWD Illinios, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone FC Colorado, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone FC Portage, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone FD Portfolio I, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone FD Portfolio II, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone FD West Columbia, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone FDT Wisconsin, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone FHS Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone Filter, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone FIT Florida, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone FKC Minnesota, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone FMAS Mississippi, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone FMFP B2 Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone FMFP B3 Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone FMFP Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone FP, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone FR Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone FSLY Maryland, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone GC Kentucky, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone GCSC Florida, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone GDMS Massachusetts, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone GHS South Carolina, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone GLG Missouri, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone GUC Colorado, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone HBC Arizona, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone HC California, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone HFO Michigan, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone HHH Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone HHP Pennsylvania, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone HLC Midwest, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone HLM Ohio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone HMC Washington, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone HOME Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone IELC Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone IPI Illinois, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone IS Houston, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone IT Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone ITI Pennsylvania, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone IUH Indiana, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone JBL California, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone JFR Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone JLC Missouri, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone KFC Chicago, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone Kinston, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone KKD Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone KNG Oklahoma, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone LC Florida, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone LCA Tampa, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone LGC Northeast, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone Liverpool Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone LJS California, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone LJS Georgia, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone LW PA, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone MB Louisiana, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone MCW Wisconsin, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone MD Oklahoma, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone Med Florida, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone MFEC Florida, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone MHH Michigan, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone Mid America Indiana, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone MNB Nebraska, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone MPH Michigan, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone MS Minnesota, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone MV Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone MW Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone NDC Fayetteville LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone Net Lease Acquisitions, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone Net Lease, LLC	New York	Broadstone Net Lease, Inc.	Membership Interest	93.6%*
Broadstone NF Minnesota, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone NI North Carolina, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone NIC Pennsylvania, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone NRS Michigan, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone NSC Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone NVLX Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%

Broadstone NWCC Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone OLL New York, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone OP Ohio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone PC Michigan, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone PCI Wisconsin, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone PCSC Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone Pearl, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone Pearl Portfolio III, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone PFS New Jersey, LLC	Delaware	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone PHS Washington, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone PIC Illinois LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone PJ RLY, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone PMI Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone PP Arkansas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone PRGS Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone PSM Michigan, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone PV California, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone PY Cincinnati, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone RA California, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone REV New Jersey, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone RCS Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone Renal Tennessee, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone RHI Virginia, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone RL Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone RM Missouri, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone Roller, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone RTC Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone SC Elgin, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone SC Illinios, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone SCD Mason, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone SEC North Carolina, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone SF Minnesota, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone SLH Minnesota, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone SNC OK TX, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone SNI East, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone SNI Greenwich, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone SOE Raleigh, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone SPS Utah, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone SSH California, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone ST Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone STI Minnesota, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone STS California, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TA Tennessee, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TB Augusta Pensacola, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TB Jacksonville, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TB Northwest, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TB Ozarks, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TB Southeast, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TB TN, LLC	Delaware	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TF Oklahoma, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TH North Dakota, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TR Florida, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TRH Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TRP Indiana, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TRS Arizona, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TRS Kentucky, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TRS Mississippi, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TRS New Mexico, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TRS Orangeburg, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TRS Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TS East, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TS Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TS Portfolio 2, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TSC Tennessee, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone TSGA Kentucky, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone USMM Michigan, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone USPO Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone VW Tennessee, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone WFM Sterling, LLC	Delaware	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone WG Southeast, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone WGR Wisconsin, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone WI Alabama, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone WI Appalchia, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone WI East, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone WI Great Plains, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone WI MT ND, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone WRK California, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone WS Iowa, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone XELA Texas, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadstone ZCW Portfolio, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Broadtree Homes FP, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%

CF Alpha & Golf KS Propco LLC	Delaware	Broadstone BP Kansas, LLC	Membership Interest	100%
CF Alpha & Golf MA Propco LLC	Delaware	Broadstone BJWC Massachusetts, LLC	Membership Interest	100%
Eire Rochester Florida II, L.L.C.	Florida	Broadstone ADTB Rochester, LLC	Membership Interest	100%
GRC Durham, LLC	Delaware	Broadstone Net Lease, LLC	Membership Interest	100%
GRC LI TX, LLC	Delaware	Broadstone Net Lease, LLC	Membership Interest	100%
Hickory Drive Holdings, LLC	Delaware	Broadstone Net Lease, LLC	Membership Interest	100%
NWR Realty, LLC	Washington	Broadstone Net Lease, LLC	Membership Interest	100%
TB Tampa Real Estate, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%
Unity Ridgeway, LLC	New York	Broadstone Net Lease, LLC	Membership Interest	100%

* Percentage of membership interests as of September 30, 2019; Ownership deemed 100% for financial covenants per definition of “Ownership Share.”

SCHEDULE 7.1.(b) Part II - Unconsolidated Affiliates

	Unconsolidated Affiliate	Jurisdiction	Owner of Equity Interest	Nature of Equity Interest	Percentage of   Ownership
1	None	–	–	–	–

Page 6 of 21

SCHEDULE 7.1.(f) Part I - Properties*

Ownership Entity	Street	City/Town	State	Occupancy Status	Development  Property
Broadstone TB Augusta Pensacola, LLC	3104 Peach Orchard Road	Augusta	GA	Occupied	No
Broadstone TB Augusta Pensacola, LLC	2011 Airport Boulevard	Pensacola	FL	Occupied	No
Broadstone TB Jacksonville, LLC	3649 Phillips Highway	Jacksonville	FL	Occupied	No
Broadstone BK Emporia, LLC	100 Market Drive	Emporia	VA	Occupied	No
Broadstone PY Cincinnati, LLC	7131 Reading Road	Cincinnati	OH	Occupied	No
Broadstone NDC Fayetteville, LLC	570 West Lanier Avenue	Fayetteville	GA	Occupied	No
Broadstone NWCC Texas, LLC	17323 Red Oak Drive	Houston	TX	Occupied	No
Broadstone PIC Illinois, LLC	3475 South Alpine Road	Rockford	IL	Occupied	No
Broadstone PIC Illinois, LLC	11475 N. 2nd Street	Machesney Park	IL	Occupied	No
Broadstone PIC Illinois, LLC	1000 E. Riverside Boulevard	Loves Park	IL	Occupied	No
Broadstone BFW Minnesota, LLC	12940 Prosperity Avenue	Becker	MN	Occupied	No
Broadstone Renal Tennessee, LLC	3420 Elvis Presley Boulevard	Memphis	TN	Occupied	No
Broadstone SNC OK TX, LLC	1530 S. Mason Road	Katy	TX	Occupied	No
Broadstone SNC OK TX, LLC	9827 W. Main Street	La Porte	TX	Occupied	No
Broadstone SNC OK TX, LLC	6601 Dalrock Road	Rowlett	TX	Occupied	No
Broadstone SNC OK TX, LLC	1000 NW 24th Avenue	Norman	OK	Occupied	No
Broadstone SNC OK TX, LLC	5901 W. Reno Avenue	Oklahoma City	OK	Occupied	No
Broadstone SNC OK TX, LLC	615 S. Main St.	Ashland City	TN	Occupied	No
Broadstone SNC OK TX, LLC	1628 Main St.	Cadiz	KY	Occupied	No
Broadstone SNC OK TX, LLC	729 Highway 100	Centerville	TN	Occupied	No
Broadstone SNC OK TX, LLC	106 Luyben Hills Road	Kingston Springs	TN	Occupied	No
Broadstone SNC OK TX, LLC	3655 N. Mount Juliet Road	Mount Juliet	TN	Occupied	No
Broadstone SNC OK TX, LLC	417 Highway 76	White House	TN	Occupied	No
Broadstone AFD Georgia, LLC	91 Brighton Woods Road	Pooler	GA	Occupied	No
Broadstone FMFP Texas, LLC	837 Cypress Creek Parkway	Houston	TX	Occupied	No
Broadstone KNG Oklahoma, LLC	1890 Perkins Road	Stillwater	OK	Occupied	No
Eire Rochester FL II LLC	265 Thruway Park Drive	Rochester	NY	Occupied	No
Broadstone TB Ozarks, LLC	833 Highway 62 E	Mountain Home	AR	Occupied	No
Broadstone TB Ozarks, LLC	1102 S Saint Louis Street	Batesville	AR	Occupied	No
Broadstone TB Ozarks, LLC	2525 W. Kings Highway	Paragould	AR	Occupied	No
Broadstone TB Ozarks, LLC	2055 N. Washington Street	Forrest City	AR	Occupied	No
Broadstone TB Ozarks, LLC	2730 Lake Road	Dyersburg	TN	Occupied	No
Broadstone TB Ozarks, LLC	849 University Street	Martin	TN	Occupied	No
Broadstone TB Ozarks, LLC	1400 Rutledge Lane	Union City	TN	Occupied	No
Broadstone LGC Northeast, LLC	2625 Alexandria Pike	Highland Heights	KY	Occupied	No
Unity Ridgeway, LLC	2655 Ridgeway Avenue	Greece	NY	Occupied	No
Broadstone TR Florida, LLC	3069 Grand Pavilion Drive	Tampa	FL	Occupied	No
Broadstone TR Florida, LLC	4719 North Habana Avenue	Tampa	FL	Occupied	No
Broadstone TR Florida, LLC	2324 Oak Myrtle Lane	Wesley Chapel	FL	Occupied	No
Broadstone TR Florida, LLC	3350 Bell Shoals Road	Brandon	FL	Occupied	No
Broadstone APLB Minnesota, LLC	1900 Adams Street	Mankato	MN	Occupied	No
Broadstone APLB Minnesota, LLC	1018 Meadowlands Drive	Saint Paul	MN	Occupied	No
Broadstone TA Tennessee, LLC	5815 Middlebrook Pike	Knoxville	TN	Occupied	No
Broadstone TB TN, LLC	846 Highway 51 North	Ripley	TN	Occupied	No
Broadstone TB TN, LLC	2330 N. Highland Avenue	Jackson	TN	Occupied	No
Broadstone TB TN, LLC	477 East Main Street	Henderson	TN	Occupied	No
Broadstone TB TN, LLC	565 West Church Street	Lexington	TN	Occupied	No
Broadstone TB TN, LLC	2479 North Central Avenue	Humboldt	TN	Occupied	No
Broadstone Cable, LLC	4401 South Orchard Street	Tacoma	WA	Occupied	No
Broadstone Cable, LLC	2789 Old Belleville Road	St. Matthews	SC	Occupied	No
Broadstone Cable, LLC	2110 Summit Street	New Haven	IN	Occupied	No
Broadstone MD Oklahoma, LLC	1430 Lonnie Abbot Blvd.	Ada	OK	Occupied	No
Broadstone MD Oklahoma, LLC	1011 East Taft Avenue	Sapulpa	OK	Occupied	No
Broadstone MD Oklahoma, LLC	611 S. George Nigh Expressway	McAlester	OK	Occupied	No
Broadstone MD Oklahoma, LLC	1333 E. Main Street	Weatherford	OK	Occupied	No
Broadstone MD Oklahoma, LLC	2401 12th Avenue NW	Ardmore	OK	Occupied	No
Broadstone MD Oklahoma, LLC	1224 SE Washinton Road	Bartlesville	OK	Occupied	No
Broadstone SOE Raleigh, LLC	10800 World Trade Blvd	Raleigh	NC	Occupied	No
Broadstone TB Southeast, LLC	3645 N. Atlantic Ave	Cocoa Beach	FL	Occupied	No
Broadstone TB Southeast, LLC	3755 W. Lake Mary Blvd	Lake Mary	FL	Occupied	No
Broadstone TB Southeast, LLC	1860 State Road 44	New Smyrna Beach	FL	Occupied	No
Broadstone TB Southeast, LLC	10005 University Blvd	Orlando	FL	Occupied	No
Broadstone TB Southeast, LLC	5400 N. Orange Blossom Trail	Orlando	FL	Occupied	No
Broadstone TB Southeast, LLC	302 Mall Blvd	Savannah	GA	Occupied	No
Broadstone TB Southeast, LLC	2631 Skidaway Rd	Savannah	GA	Occupied	No
Broadstone TB Southeast, LLC	301 W. General Screven Way	Hinesville	GA	Occupied	No
Broadstone RM Missouri, LLC	800 Howerton Lane	Eureka	MO	Occupied	No
GRC Durham, LLC	2001 T.W. Alexander Drive	Durham	NC	Occupied	No

Page 7 of 21

GRC LI TX, LLC	1120 Marvin A. Smith Road	Kilgore	TX	Occupied	No
Broadstone HC California, LLC	1166 Commerce Blvd	American Canyon	CA	Occupied	No
Broadstone EA Ohio, LLC	7700 New Carlisle Pike	Huber Heights	OH	Occupied	No
Broadstone EA Ohio, LLC	34000 Melinz Parkway	Eastlake	OH	Occupied	No
Broadstone WI Appalachia, LLC	113 Courthouse Road	Princeton	WV	Occupied	No
Broadstone WI Appalachia, LLC	211 Meadowfield Lane	Princeton	WV	Occupied	No
Broadstone WI Appalachia, LLC	283 Muskingum Drive	Marietta	OH	Occupied	No
Broadstone WI Appalachia, LLC	550 East Main Street	Pomeroy	OH	Occupied	No
Broadstone WI Appalachia, LLC	1503 Harrison Avenue	Elkins	WV	Occupied	No
Broadstone WI Appalachia, LLC	1610 N. Atherton Street	State College	PA	Occupied	No
Broadstone WI Appalachia, LLC	811 Northside Drive	Summerville	WV	Occupied	No
Broadstone WI Alabama, LLC	75 Tower Road	Oxford	AL	Occupied	No
Broadstone WI Alabama, LLC	150 Leon Smith Parkway	Oxford	AL	Occupied	No
Broadstone WI Alabama, LLC	170 Vaughn Lane	Pell City	AL	Occupied	No
Broadstone WI Alabama, LLC	204 15th Street E	Tuscaloosa	AL	Occupied	No
Broadstone WI Alabama, LLC	419 North Pelham Road	Jacksonville	AL	Occupied	No
Broadstone WI Alabama, LLC	4422 Old Birmingham Road	Tuscaloosa	AL	Occupied	No
Broadstone MED Florida, LLC	1700 & 1710 Wuesthoff Drive	Melbourne	FL	Occupied	No
Broadstone MED Florida, LLC	6800 Spyglass Court	Melbourne	FL	Occupied	No
Broadstone Roller, LLC	201 Industrial Park Drive	Walkerton	IN	Occupied	No
Broadstone Roller, LLC	1400 13th Avenue	Union Grove	WI	Occupied	No
Broadstone Roller, LLC	1440 13th Avenue	Union Grove	WI	Occupied	No
Broadstone Roller, LLC	1525 11th Avenue	Union Grove	WI	Occupied	No
Broadstone Roller, LLC	1550 Cedar Line Drive	Rock Hill	SC	Occupied	No
Broadstone Roller, LLC	1450 13th Avenue & 1251 York Street	Union Grove	WI	Occupied	No
Broadstone Roller, LLC	1325 West Fernau Avenue	Oshkosh	WI	Occupied	No
Broadstone NI North Carolina, LLC	100 Vista Boulevard	Arden	NC	Occupied	No
Broadstone WI East, LLC	1501 E. Hillsborough Ave.	Tampa	FL	Occupied	No
Broadstone WI East, LLC	6620 E. Dr. MLK Blvd	Tampa	FL	Occupied	No
Broadstone WI East, LLC	5212 Brook Road	Richmond	VA	Occupied	No
Broadstone WI East, LLC	153 East Swedesford Road	Exton	PA	Occupied	No
Broadstone WI East, LLC	4507 Jefferson David Highway	Richmond	VA	Occupied	No
Broadstone WI East, LLC	220 Lancaster Avenue	Paoli	PA	Occupied	No
Broadstone GCSC Florida, LLC	4937 Clark Road	Sarasota	FL	Not occupied	No
Broadstone GCSC Florida, LLC	4947 Clark Road	Sarasota	FL	Not occupied	No
Broadstone GCSC Florida, LLC	865 S. Indiana Avenue	Englewood	FL	Not occupied	No
Broadstone FDT Wisconsin, LLC	1350 South Sunny Slope Road	Brookfield	WI	Occupied	No
Broadstone FDT Wisconsin, LLC	2315 East Moreland Blvd	Waukesha	WI	Occupied	No
Broadstone EWD Illinois, LLC	16519 South Route 59	Plainfield	IL	Occupied	No
Broadstone EWD Illinois, LLC	16519 South Route 59	Plainfield	IL	Occupied	No
Broadstone EWD Illinois, LLC	16519 South Route 59	Plainfield	IL	Occupied	No
Broadstone MCW Wisconsin, LLC	4455 South 108t Street	Greenfield	WI	Occupied	No
Broadstone MCW Wisconsin, LLC	21700 Intertech Drive	Brookfield	WI	Occupied	No
Broadstone BNR Arizona, LLC	9780 S Estrella Parkway	Goodyear	AZ	Occupied	No
TB Tampa Real Estate, LLC	3600 4th Street North	Saint Petersburg	FL	Occupied	No
TB Tampa Real Estate, LLC	7620 West Hillsborough	Tampa	FL	Occupied	No
TB Tampa Real Estate, LLC	12816 US Highway 301	Dade City	FL	Occupied	No
Broadstone SC Illinois, LLC	2501 Barrington Road	Hoffman Estates	IL	Occupied	No
Broadstone SNI East, LLC	5801 Stevens Road	White Marsh	MD	Occupied	No
Broadstone SNI East, LLC	8309 Quarry Road	Manassas	VA	Occupied	No
Broadstone SNI East, LLC	580 Church Street	Morrisville	NC	Occupied	No
Broadstone SNI East, LLC	5191 Concord Road	Aston	PA	Occupied	No
Broadstone SNI East, LLC	11245 Mosteller Road	Cincinnati	OH	Occupied	No
Broadstone SNI East, LLC	4877 Vulcan Avenue	Columbus	OH	Occupied	No
Broadstone SNI East, LLC	899 Marshall Phelps Road	Windsor	CT	Occupied	No
Broadstone SNI East, LLC	360 Bilmar Drive	Pittsburgh	PA	Occupied	No
Broadstone RA California, LLC	438 Auto Vista Drive	Palmdale	CA	Occupied	No
Broadstone RA California, LLC	38958 Carriage Way	Palmdale	CA	Occupied	No
Broadstone RA California, LLC	39012 Carriage Way	Palmdale	CA	Occupied	No
Broadstone PC Michigan, LLC	711 & 675 E. Porter Road	Norton Shores	MI	Occupied	No
Broadstone PC Michigan, LLC	1985 E. Laketon Avenue	Muskegon	MI	Occupied	No
Broadstone PC Michigan, LLC	2121 Latimer Drive	Muskegon	MI	Occupied	No
Broadstone PC Michigan, LLC	2281 Port City Blvd.	Muskegon	MI	Occupied	No
Broadstone PC Michigan, LLC	2350 Black Creek Drive	Muskegon	MI	Occupied	No
Broadstone DHCP VA AL, LLC	913 North 25th Street	Richmond	VA	Occupied	No
Broadstone DHCP VA AL, LLC	2958 Dorchester Drive	Montgomery	AL	Occupied	No
Broadstone WI Great Plains, LLC	301 S. White Sands Blvd.	Alamogordo	NM	Occupied	No
Broadstone WI Great Plains, LLC	324 South Canal Street	Carlsbad	NM	Occupied	No
Broadstone WI Great Plains, LLC	1101 N. Main Street	Roswell	NM	Occupied	No
Broadstone WI Great Plains, LLC	1300 N. Moore Road	Moore	OK	Occupied	No
Broadstone WI Great Plains, LLC	4518 SE 29th Street	Del City	OK	Occupied	No
Broadstone WI Great Plains, LLC	4500 S. Western Ave.	Oklahoma City	OK	Occupied	No

Page 8 of 21

Broadstone WI Great Plains, LLC	13606 N. Penn Ave.	Oklahoma City	OK	Occupied	No
Broadstone WI Great Plains, LLC	901 E. State Highway 152	Mustang	OK	Occupied	No
Broadstone WI Great Plains, LLC	1170 Garth Brooks Blvd.	Yukon	OK	Occupied	No
Broadstone WI Great Plains, LLC	3815 Southwest Loop 820	Fort Worth	TX	Occupied	No
Broadstone WI Great Plains, LLC	823 South Second Avenue	Kearney	NE	Occupied	No
Broadstone WI Great Plains, LLC	4001 Second Avenue	Kearney	NE	Occupied	No
Broadstone WI Great Plains, LLC	3503 West State Street	Grand Island	NE	Occupied	No
Broadstone WI Great Plains, LLC	103 Pony Express Lane	Ogallala	NE	Occupied	No
Broadstone WI Great Plains, LLC	500 S. George Nigh Expressway	McAlester	OK	Occupied	11
Broadstone WI Great Plains, LLC	3834 North Lincoln Blvd	Oklahoma City	OK	Occupied	No
Broadstone SNI Greenwich, LLC	1081 King Street	Greenwich	CT	Occupied	No
Broadstone SC Elgin, LLC	1401 Madeline Lane	Elgin	IL	Occupied	No
Broadstone SF Minnesota, LLC	5005 Dean Lakes Boulevard	Shakopee	MN	Occupied	No
Broadstone BEC Texas, LLC	22741 Professional Drive	Kingwood	TX	Occupied	No
Broadstone OP Ohio, LLC	4500 South Hamilton Road	Groveport	OH	Occupied	No
Broadstone IS Houston, LLC	550 Canino Road	Houston	TX	Occupied	No
Broadstone SPS Utah, LLC	3217 South Decker Lake Drive	West Valley City	UT	Occupied	No
Broadstone NSC Texas, LLC	4640 Loop 289	Lubbock	TX	Occupied	No
Broadstone HLC Midwest, LLC	7777 W. Bluemound Road	Milwaukee	WI	Occupied	No
Broadstone HLC Midwest, LLC	1210 Innovation Drive	Winona	MN	Occupied	No
Broadstone HLC Midwest, LLC	965 East Mark Street	Winona	MN	Occupied	No
Broadstone PP Arkansas, LLC	301 N. Sidney Avenue	Russellville	AR	Occupied	No
Broadstone PP Arkansas, LLC	1900 Aldersgate Road	Little Rock	AR	Occupied	No
Broadstone PP Arkansas, LLC	2740 College Avenue	Conway	AR	Occupied	No
Broadstone PP Arkansas, LLC	2740 College Avenue	Conway	AR	Occupied	No
Broadstone PP Arkansas, LLC	2740 College Avenue	Conway	AR	Occupied	No
Broadstone BT South, LLC	850 I-30 East	Mt. Pleasant	TX	Occupied	No
Broadstone BT South, LLC	950 I-30 East	Mt. Pleasant	TX	Occupied	No
Broadstone BT South, LLC	2424 W Ferguson Drive	Mt. Pleasant	TX	Occupied	No
Broadstone BT South, LLC	200 County Road	Madill	OK	Occupied	No
Broadstone BT South, LLC	1014-1016 North Industrial Road	Madill	OK	Occupied	No
Broadstone BT South, LLC	1102 North Industrial Road	Madill	OK	Occupied	No
Broadstone BT South, LLC	110 Pettijohn Road	Madill	OK	Occupied	No
Broadstone BT South, LLC	20675 US Hwy 80 (Industrial/Self Storage)	Willis Point	TX	Occupied	No
Broadstone BT South, LLC	223 Rip Wiley Road	Fitzgerald	GA	Occupied	No
Broadstone BT South, LLC	502 Midway Road	Cordele	GA	Occupied	No
Broadstone BT South, LLC	3621 East Loop 820 S	Fort Worth	TX	Occupied	No
Broadstone BT South, LLC	10111 N Walton Walker Blvd	Dallas	TX	Occupied	No
Broadstone BT South, LLC	1801 E Central Freeway	Wichita Falls	TX	Occupied	No
Broadstone BT South, LLC	103 Titan Road	Kingston	OK	Occupied	No
Broadstone BT South, LLC	20260 I-35 South	Lytle	TX	Occupied	No
Broadstone BT South, LLC	17902 US Hwy 59	New Caney	TX	Occupied	No
Broadstone BT South, LLC	13300 West I-20 East	Odessa	TX	Occupied	No
Broadstone MHH Michigan, LLC	3912 32nd Avenue	Hudsonville	MI	Occupied	No
Broadstone Pearl, LLC	3020 Mallory Lane	Franklin	TN	Occupied	No
Broadstone Pearl, LLC	1050 Bonaventure Drive	Elk Grove Village	IL	Occupied	No
Broadstone Pearl, LLC	364 South Independence Boulevard	Virginia Beach	VA	Occupied	No
Broadstone Pearl, LLC	3000 Busch Lake Blvd.	Tampa	FL	Occupied	No
Broadstone Pearl, LLC	2910 Busch Lake Blvd.	Tampa	FL	Occupied	No
Broadstone Pearl, LLC	2950 Busch Lake Blvd.	Tampa	FL	Occupied	No
Broadstone Pearl, LLC	19311 State Highway 249	Houston	TX	Occupied	No
Broadstone BFC Maryland, LLC	6625 Dobbin Road	Columbia	MD	Occupied	No
Broadstone AC Wisconsin, LLC	N85 W12545 Westbrook Crossing	Menomonee Falls	WI	Occupied	No
Broadstone STI Minnesota, LLC	10800 175th Avenue NW	Elk River	MN	Occupied	No
Broadstone STI Minnesota, LLC	11074 179th Street NW	Elk River	MN	Occupied	No
Broadstone APM Florida, LLC	3401 St Johns Parkway	Sanford	FL	Occupied	No
Broadstone MFEC Florida, LLC	17560 US Highway 441	Mt. Dora	FL	Occupied	No
Broadstone MFEC Florida, LLC	17512 US Highway 441	Mt. Dora	FL	Occupied	No
Broadstone MFEC Florida, LLC	17556 SE 109th Terrace Road	Summerfield	FL	Occupied	No
Broadstone MFEC Florida, LLC	17560 SE 109th Terrace Road	Summerfield	FL	Occupied	No
Broadstone MFEC Florida, LLC	600 North 14th Street	Leesburg	FL	Occupied	No
NWR Realty LLC	17809 108th Ave. SE	Renton	WA	Occupied	No
NWR Realty LLC	10611 Pacific Avenue South	Tacoma	WA	Occupied	No
NWR Realty LLC	8401 S. Tacoma Way	Tacoma	WA	Occupied	No
NWR Realty LLC	16350 W. Valley Highway	Tukwila	WA	Occupied	No
NWR Realty LLC	2031 SW Campus Dr.	Federal Way	WA	Occupied	No
NWR Realty LLC	9511 Bridgeport Way	Lakewood	WA	Occupied	No
NWR Realty LLC	1308 Burlington Blvd.	Burlington	WA	Occupied	No
NWR Realty LLC	616 State Street	Marysville	WA	Occupied	No
NWR Realty LLC	515 SW 128th Street	Everett	WA	Occupied	No
NWR Realty LLC	702 South Meridian	Puyallup	WA	Occupied	No
Broadstone TB Northwest, LLC	1120 East Wishkah Street	Aberdeen	WA	Occupied	No

Page 9 of 21

Broadstone CI West, LLC	2420 W. Baseline Road	Tempe	AZ	Occupied	No
Broadstone CI West, LLC	621 Rose Street, 645 Rose Street, 621 Peach Street, 631 Peach Street, 651 Peach Street, 690 Peach Street, 1811 S. 6th Street	Lincoln	NE	Occupied	No
Broadstone CC Portfolio, LLC	1001 10th Avenue	Columbia	GA	Occupied	No
Broadstone CC Portfolio, LLC	1761 Newport Road	Ephrata	PA	Occupied	No
Broadstone CC Portfolio, LLC	1990 Hood Road	Greer	SC	Occupied	No
Broadstone CC Portfolio, LLC	3502 Enterprise Avenue	Joplin	MO	Occupied	No
Broadstone CC Portfolio, LLC	27815 Highway Boulevard	Katy	TX	Occupied	No
Broadstone Kinston, LLC	2769 Rouse Road	Kinston	NC	Occupied	No
Broadstone BW Wings South, LLC	2870 Florence Boulevard	Florence	AL	Occupied	No
Broadstone BW Wings South, LLC	945 Wimberly Drive SW	Decatur	AL	Occupied	No
Broadstone BW Wings South, LLC	3485 Tupelo Commons	Tupelo	MS	Occupied	No
Broadstone FHS Texas, LLC	2300 N. Highway 121	Euless	TX	Occupied	No
Broadstone FHS Texas, LLC	1500 N. Bolton	Jacksonville	TX	Occupied	No
Broadstone BW Arkansas, LLC	2212 East Parkway	Russellville	AR	Occupied	No
Broadstone JFR Portfolio, LLC	431 East Main Street	Adamsville	TN	Occupied	No
Broadstone JFR Portfolio, LLC	5701 Veterans Memorial Drive	Adamsville	AL	Occupied	No
Broadstone JFR Portfolio, LLC	18 Big Valley Rd	Alexandria	AL	Occupied	No
Broadstone JFR Portfolio, LLC	36966 US Hwy 231	Ashville	AL	Occupied	No
Broadstone JFR Portfolio, LLC	307 US Hwy 31 North	Athens	AL	Occupied	No
Broadstone JFR Portfolio, LLC	31128 1st Avenue NE	Carbon Hill	AL	Occupied	No
Broadstone JFR Portfolio, LLC	1190 North Park Street	Carrollton	GA	Occupied	No
Broadstone JFR Portfolio, LLC	55 Birmingham Road	Centreville	AL	Occupied	No
Broadstone JFR Portfolio, LLC	1414 Rainbow Drive	Gadsden	AL	Occupied	No
Broadstone JFR Portfolio, LLC	3180 Hwy 157	Cullman	AL	Occupied	No
Broadstone JFR Portfolio, LLC	1641 Main Street SW	Cullman	AL	Occupied	No
Broadstone JFR Portfolio, LLC	2181 Hwy 78 East	Dora	AL	Occupied	No
Broadstone JFR Portfolio, LLC	15266 Hwy 278	Double Springs	AL	Occupied	No
Broadstone JFR Portfolio, LLC	22714 AL Hwy 24	Moulton	AL	Occupied	No
Broadstone JFR Portfolio, LLC	14445 US Hwy 431	Guntersville	AL	Occupied	No
Broadstone JFR Portfolio, LLC	5320 Hwy 280 East	Harpersville	AL	Occupied	No
Broadstone JFR Portfolio, LLC	5888 Harvest Highway 53	Harvest	AL	Occupied	No
Broadstone JFR Portfolio, LLC	520 East Main Street	Henderson	TN	Occupied	No
Broadstone JFR Portfolio, LLC	145 Hughes Road	Madison	AL	Occupied	No
Broadstone JFR Portfolio, LLC	2119 North Locust Avenue	Lawrenceburg	TN	Occupied	No
Broadstone JFR Portfolio, LLC	1032 North Main Street	Montevallo	AL	Occupied	No
Broadstone JFR Portfolio, LLC	3211 Woodward Avenue	Muscle Shoals	AL	Occupied	No
Broadstone JFR Portfolio, LLC	14045 US Hwy 411	Odenville	AL	Occupied	No
Broadstone JFR Portfolio, LLC	1903 Pepperell Parkway	Opelika	AL	Occupied	No
Broadstone JFR Portfolio, LLC	201 Hwy 278 Bypass East	Piedmont	AL	Occupied	No
Broadstone JFR Portfolio, LLC	503 1st Avenue East	Reform	AL	Occupied	No
Broadstone JFR Portfolio, LLC	4170 Hwy 431	Roanoke	AL	Occupied	No
Broadstone JFR Portfolio, LLC	700 Wayne Road	Savannah	TN	Occupied	No
Broadstone JFR Portfolio, LLC	1105 Montgomery Avenue	Sheffield	AL	Occupied	No
Broadstone JFR Portfolio, LLC	5271 Hwy 67 South	Somerville	AL	Occupied	No
Broadstone JFR Portfolio, LLC	444 Marietta Road	Springville	AL	Occupied	No
Broadstone JFR Portfolio, LLC	43023 US Hwy 72	Stevenson	AL	Occupied	No
Broadstone JFR Portfolio, LLC	1460 Gadsden Hwy	Trussville	AL	Occupied	No
Broadstone JFR Portfolio, LLC	485 Hwy 72 West	Tuscumbia	AL	Occupied	No
Broadstone JFR Portfolio, LLC	32 Village Lane	Wedowee	AL	Occupied	No
Broadstone JFR Portfolio, LLC	1421 Winchester Road NE	Huntsville	AL	Occupied	No
Broadstone BEF Portfolio, LLC	651 Commerce Parkway	Lima	OH	Occupied	No
Broadstone BEF Portfolio, LLC	1109 Industrial Drive East	Sulphur Springs	TX	Occupied	No
Broadstone ASH Arkansas, LLC	5201 Northshore Drive	North Little Rock	AR	Occupied	No
Broadstone APLB Wisconsin, LLC	900 Hansen Road	Ashwaubenon	WI	Occupied	No
Broadstone APLB Wisconsin, LLC	1700 S. Koeller St.	Oshkosh	WI	Occupied	No
Broadstone APLB Wisconsin, LLC	2420 E. Mason St.	Green Bay	WI	Occupied	No
Broadstone APLB Wisconsin, LLC	2510 W. Washington St.	West Bend	WI	Occupied	No
Broadstone APLB Wisconsin, LLC	3040 E. College Ave.	Appleton	WI	Occupied	No
Broadstone APLB Wisconsin, LLC	3730 W. College Ave.	Appleton	WI	Occupied	No
Broadstone APLB Wisconsin, LLC	4435 Calumet Ave.	Manitowoc	WI	Occupied	No
Broadstone APLB Wisconsin, LLC	4745 Golf Road	Eau Claire	WI	Occupied	No
Broadstone RL Portfolio, LLC	271 N Dupont Highway	Dover	DE	Occupied	No
Broadstone RL Portfolio, LLC	302 N Interstate Drive	Norman	OK	Occupied	No
Broadstone RL Portfolio, LLC	305 Merchants Rd	Knoxville	TN	Occupied	No
Broadstone RL Portfolio, LLC	555 South West Street	Wichita	KS	Occupied	No
Broadstone RL Portfolio, LLC	575 S Telshor Blvd	Las Cruces	NM	Occupied	No
Broadstone RL Portfolio, LLC	670 NW Blue Parkway	Lee’s Summit	MO	Occupied	No
Broadstone RL Portfolio, LLC	690 East Thompson Road	Indianapolis	IN	Occupied	No
Broadstone RL Portfolio, LLC	1725 Rainbow Dr.	Gadsden	AL	Occupied	No
Broadstone RL Portfolio, LLC	1745 Old Fort Parkway	Murfreesboro	TN	Occupied	No
Broadstone RL Portfolio, LLC	2077 Riverside Drive	Macon	GA	Occupied	No
Broadstone RL Portfolio, LLC	2550 Nicholasville Road	Lexington	KY	Occupied	No

Page 10 of 21

Broadstone RL Portfolio, LLC	2950 Plainfield Road	Joliet	IL	Occupied	No
Broadstone RL Portfolio, LLC	4455 Wadsworth Blvd	Wheat Ridge	CO	Occupied	No
Broadstone RL Portfolio, LLC	6728 S Memorial Drive	Tulsa	OK	Occupied	No
Broadstone RL Portfolio, LLC	8350 3rd Street North	Oakdale	MN	Occupied	No
Broadstone RL Portfolio, LLC	9415 Pineville-Matthews Rd	Pineville	NC	Occupied	No
Broadstone RL Portfolio, LLC	10520 Coors By-Pass NW	Albuquerque	NM	Occupied	No
Broadstone RL Portfolio, LLC	12515 Elm Creek Blvd.,N.	Maple Grove	MN	Occupied	No
Broadstone RL Portfolio, LLC	1814 Gallatin Pike N.	Madison	TN	Occupied	No
Broadstone RL Portfolio, LLC	7921 Dream St.	Florence	KY	Occupied	No
Broadstone RL Portfolio, LLC	2925 White Bear Ave.	Maplewood	MN	Occupied	No
Broadstone RL Portfolio, LLC	4450 Rodeo Road	Santa Fe	NM	Occupied	No
Broadstone RL Portfolio, LLC	7750 Winchester Road	Memphis	TN	Occupied	No
Broadstone RL Portfolio, LLC	2642 Stadium Blvd.	Jonesboro	AR	Occupied	No
Broadstone RL Portfolio, LLC	120 Creasy Lane S.	Lafayette	IN	Occupied	No
Broadstone BW Appalachia, LLC	45 Betten Court	Bridgeport	WV	Occupied	No
Broadstone BW Appalachia, LLC	442 Fortman Drive	St. Mary’s	OH	Occupied	No
Broadstone BW Appalachia, LLC	2948 Allentown Road	Lima	OH	Occupied	No
Broadstone WFM Sterling, LLC	45131 Columbia Place	Sterling	VA	Occupied	No
Broadstone FC Portage, LLC	6410 Ameriplex Drive	Portage	IN	Occupied	No
Broadstone MV Portfolio, LLC	300 E. Wilson Bridge Road	Worthington	OH	Occupied	No
Broadstone MV Portfolio, LLC	9650 Mayflower Park Drive	Carmel	IN	Occupied	No
Broadstone MV Portfolio, LLC	1321 Centerview Circle	Copley	OH	Occupied	No
Broadstone MV Portfolio, LLC	14000 Keystone Parkway	Cleveland	OH	Occupied	No
Broadstone MV Portfolio, LLC	2680 W. Liberty St.	Girard	OH	Occupied	No
Broadstone MV Portfolio, LLC	2714 Springboro West Road	Moraine (Dayton)	OH	Occupied	No
Broadstone MV Portfolio, LLC	1120 Welch Road	Commerce Township	MI	Occupied	No
Broadstone NIC Pennsylvania, LLC	355 Maple Avenue	Harleysville	PA	Occupied	No
Broadstone NIC Pennsylvania, LLC	1000 Nationwide Drive	Harrisburg	PA	Occupied	No
Broadstone RCS Texas, LLC	2400 North Interstate 35	Round Rock	TX	Occupied	No
Broadstone RCS Texas, LLC	2451 S. Capital of Texas Highway	Austin	TX	Occupied	No
Broadstone RCS Texas, LLC	7709 Ranch Road 620 N	Austin	TX	Occupied	No
Broadstone RCS Texas, LLC	11570 Research Boulevard	Austin	TX	Occupied	No
Broadstone RTC Portfolio, LLC	1724 W. Everly Brothers Blvd.	Central City	KY	Occupied	No
Broadstone RTC Portfolio, LLC	814 Frederica Street	Owensboro	KY	Occupied	No
Broadstone RTC Portfolio, LLC	8000 State Road 66	Newburgh	IN	Occupied	No
Broadstone RTC Portfolio, LLC	2015 E Malone Avenue	Sikeston	MO	Occupied	No
Broadstone RTC Portfolio, LLC	1000-1108 N Fares Ave.	Evansville	IN	Occupied	No
Broadstone RTC Portfolio, LLC	400-500 NW Fourth Street	Evansville	IN	Occupied	No
Broadstone RTC Portfolio, LLC	1200 W. Dufour Street	Marion	IL	Occupied	No
Broadstone RTC Portfolio, LLC	802 First Street	Kennett	MO	Occupied	No
Broadstone RTC Portfolio, LLC	2810 Westwood Blvd	Poplar Bluff	MO	Occupied	No
Broadstone RTC Portfolio, LLC	2000 Independence Street	Cape Girardeau	MO	Occupied	No
Broadstone RTC Portfolio, LLC	3480 Nash Road	Scott City	MO	Occupied	No
Broadstone RTC Portfolio, LLC	1400 N. Green Street	Henderson	KY	Occupied	No
Broadstone RTC Portfolio, LLC	1400 S. Division Street	Blytheville	AR	Occupied	No
Broadstone RTC Portfolio, LLC	600 N Jackson Street	Harrisburg	IL	Occupied	No
Broadstone RTC Portfolio, LLC	4121 Highway 31 East	Clarksville	IN	Occupied	No
Broadstone RTC Portfolio, LLC	1230 Alsop Lane	Owensboro	KY	Occupied	No
Broadstone RTC Portfolio, LLC	5911 Pearl Court	Evansville	IN	Occupied	No
Broadstone RTC Portfolio, LLC	12624 S Northgate Drive	Haubstadt	IN	Occupied	No
Broadstone RTC Portfolio, LLC	7695 S 1150 E	Otterbein	IN	Occupied	No
Broadstone SSH California, LLC	1421 Oakdale Road	Modesto	CA	Occupied	No
Broadstone SSH California, LLC	1501 Oakdale Road	Modesto	CA	Occupied	No
Broadstone FP, LLC	1411 Elm Avenue	Norman	OK	Occupied	No
Broadstone FP, LLC	2310 NW Harrison Blvd.	Corvallis	OR	Occupied	No
Broadstone CHR Illinois, LLC	1501 Mittel Blvd	Wood Dale	IL	Occupied	No
Broadstone BB Portfolio, LLC	2925 Ross Clark Cr.	Dothan	AL	Occupied	No
Broadstone BB Portfolio, LLC	1820 Raymond Diehl Rd.	Tallahassee	FL	Occupied	No
Broadstone BB Portfolio, LLC	995 N. Peachtree Parkway	Peachtree City	GA	Occupied	No
Broadstone BB Portfolio, LLC	1824 Club House Drive	Valdosta	GA	Occupied	No
Broadstone BB Portfolio, LLC	15608 S Harlem Avenue	Orland Park	IL	Occupied	No
Broadstone BB Portfolio, LLC	6007 E. State Street	Rockford	IL	Occupied	No
Broadstone BB Portfolio, LLC	3201 W 3rd St.	Bloomington	IN	Occupied	No
Broadstone BB Portfolio, LLC	3730 S. Reed Rd.	Kokomo	IN	Occupied	No
Broadstone BB Portfolio, LLC	6435 Dixie Hwy.	Clarkston	MI	Occupied	No
Broadstone BB Portfolio, LLC	1515 W. 14 Mile Rd.	Madison Heights	MI	Occupied	No
Broadstone BB Portfolio, LLC	7873 Conference Ctr Dr.	Brighton	MI	Occupied	No
Broadstone BB Portfolio, LLC	1501 Boardman Road	Jackson	MI	Occupied	No
Broadstone BB Portfolio, LLC	250 Mitchelle Drive	Hendersonville	NC	Occupied	No
Broadstone BB Portfolio, LLC	111 Howell Road	New Bern	NC	Occupied	No
Broadstone BB Portfolio, LLC	2625 West Craig Rd.	Las Vegas	NV	Occupied	No
Broadstone BB Portfolio, LLC	230 Lake Drive East	Cherry Hill	NJ	Occupied	No

Page 11 of 21

Broadstone BB Portfolio, LLC	3527 N. Union Deposit Road	Harrisburg	PA	Occupied	No
Broadstone BB Portfolio, LLC	9395 McKnight Road	Pittsburgh	PA	Occupied	No
Broadstone BB Portfolio, LLC	1550 I-10 South	Beaumont	TX	Occupied	No
Broadstone BB Portfolio, LLC	1101 N. Beckley Ave.	Desoto	TX	Occupied	No
Broadstone BB Portfolio, LLC	2211 S. Stemmons Frwy.	Lewisville	TX	Occupied	No
Broadstone BB Portfolio, LLC	502 West Bay Area Blvd.	Webster	TX	Occupied	No
Broadstone BB Portfolio, LLC	261 University Boulevard	Harrisonburg	VA	Occupied	No
Broadstone BB Portfolio, LLC	111 Hylton Lane	Beckley	WV	Occupied	No
Broadstone STS California, LLC	1804 McCarthy Blvd.	Milpitas	CA	Occupied	No
Broadstone TS Portfolio, LLC	1501 E. Washington Road	Ithaca	MI	Occupied	No
Broadstone TS Portfolio, LLC	4005 Douglas Highway	Gillette	WY	Occupied	No
Broadstone NF Minnesota, LLC	6200 Glenn Carlson Drive	St. Cloud	MN	Occupied	No
Broadstone CC Austin, LLC	5900 E. Ben White Blvd.	Austin	TX	Occupied	No
Broadstone FIT Florida, LLC	3011 S. Babcock St.	Melbourne	FL	Occupied	No
Broadstone LW PA, LLC	350 Alvin Drive	New Kensington	PA	Occupied	No
Broadstone AVF Michigan, LLC	27775 Novi Road	Novi	MI	Occupied	No
Broadstone AVF Michigan, LLC	8748 West Saginaw Hwy	Lansing	MI	Occupied	No
Broadstone AVF Michigan, LLC	4577 Miller Road	Flint	MI	Occupied	No
Broadstone AVF Michigan, LLC	33801 S. Gratiot Ave.	Clinton Township	MI	Occupied	No
Broadstone AVF Michigan, LLC	50400 Gratiot Ave.	Chesterfield	MI	Occupied	No
Broadstone AVF Michigan, LLC	1775 Oak Hollow Dr.	Traverse City	MI	Occupied	No
Broadstone AVF Michigan, LLC	6340 East 14 Mile Road	Warren	MI	Occupied	No
Broadstone AVF Michigan, LLC	4625 Wilson Ave. SW	Grandville	MI	Occupied	No
Broadstone AVF Michigan, LLC	3500 28th St. SE	Grand Rapids	MI	Occupied	No
Broadstone BER East, LLC	5641 S. Westnedge Avenue	Portage	MI	Occupied	No
Broadstone BER East, LLC	13050 Brookpark Road	Brook Park	OH	Occupied	No
Broadstone BER East, LLC	3023 South Second Street	Terre Haute	IN	Occupied	No
Broadstone BER East, LLC	1 Mariner Court	Harmarville	PA	Occupied	No
Broadstone BER East, LLC	7347 California Avenue	Youngstown	OH	Occupied	No
Broadstone BER East, LLC	932 Sheraton Drive	Mars	PA	Occupied	No
Broadstone BER East, LLC	4300 State Route 26 E.	Lafayette	IN	Occupied	No
Broadstone BER East, LLC	1776 McDonough Street	Joliet	IL	Occupied	No
Broadstone BER East, LLC	4471 Eastgate Boulevard	Cincinnati	OH	Occupied	No
Broadstone BER East, LLC	1301 South Columbus Pike	Delaware	OH	Occupied	No
Broadstone BER East, LLC	151 Park Center	Wadsworth	OH	Occupied	No
Broadstone BER East, LLC	489 Orphanage Road	Fort Wright	KY	Occupied	No
Broadstone BER East, LLC	2449 Gilchrist Road	Akron	OH	Occupied	No
Broadstone BER East, LLC	4424 Fairfax Drive	Mt. Vernon	IL	Occupied	No
Broadstone BER East, LLC	45144 Worth Avenue	California	MD	Occupied	No
Broadstone BER East, LLC	241 Wal-Mart Way	Maysville	KY	Occupied	No
Broadstone BER East, LLC	27 Kimberly Lane	Cranberry	PA	Occupied	No
Broadstone BER East, LLC	2896 Pike Street	Parkersburg	WV	Occupied	No
Broadstone BER East, LLC	475 Gateway Boulevard	Chesterton	IN	Occupied	No
Broadstone BER East, LLC	121 Kinetic Drive	Huntington	WV	Occupied	No
Broadstone BER East, LLC	1799 St Rt 125	Amelia	OH	Occupied	No
Broadstone BER East, LLC	2100 South Main St.	Bellefontaine	OH	Occupied	No
Broadstone BER East, LLC	12930 State Route 664	Logan	OH	Occupied	No
Broadstone BER East, LLC	618 Ring Road	Harrison	OH	Occupied	No
Broadstone BER East, LLC	1730 E. Wyandot Avenue	Upper Sandusky	OH	Occupied	No
Broadstone HFO Michigan, LLC	33100 S. Gratiot Avenue	Clinton Township	MI	Occupied	No
Broadstone HFO Michigan, LLC	35184 Central City Pkwy	Westland	MI	Occupied	No
Broadstone MW Texas, LLC	6473 DeZavala Road	San Antonio	TX	Occupied	No
Broadstone MW Texas, LLC	16262 IH 35 N	Selma	TX	Occupied	No
Broadstone CMM Colorado, LLC	5575 Logan Street	Denver	CO	Occupied	No
Broadstone CMM Colorado, LLC	400 E. 56th Avenue	Denver	CO	Occupied	No
Broadstone EO North Carolina, LLC	232 Sharon Avenue NW	Lenoir	NC	Occupied	No
Broadstone EO North Carolina, LLC	503 E. Parker Road	Morganton	NC	Occupied	No
Broadstone EO North Carolina, LLC	841 Malcolm Boulevard	Rutherford College	NC	Occupied	No
Broadstone EO North Carolina, LLC	2165 Medical Park Drive	Hickory	NC	Occupied	No
Broadstone EO North Carolina, LLC	829 W 25th Street	Newton	NC	Occupied	No
Broadstone EO North Carolina, LLC	825 W 25th Street	Newton	NC	Occupied	No
Broadstone EO North Carolina, LLC	1803 Forest Hills Road W.	Wilson	NC	Occupied	No
99 Garnsey Road Associates II, LLC	99 Garnsey Road	Pittsford	NY	Occupied	No
Broadstone AS Portfolio, LLC	10103 Metcalf Avenue	Overland Park	KS	Occupied	No
Broadstone AS Portfolio, LLC	10183 Metcalf Avenue	Overland Park	KS	Occupied	No
Broadstone AS Portfolio, LLC	10203 Metcalf Avenue	Overland Park	KS	Occupied	No
Broadstone AS Portfolio, LLC	Cell Tower	Overland Park	KS	Occupied	No
Broadstone PCI Wisconsin, LLC	N116W18271 Morse Drive	Germantown	WI	Occupied	No
Broadstone PCI Wisconsin, LLC	N118W18845 Bunsen Drive	Germantown	WI	Occupied	No
Broadstone PCI Wisconsin, LLC	100 Falcone Parkway	Cary	NC	Occupied	No
Broadstone IT Portfolio, LLC	981 Seven Oaks Drive	Linwood	NC	Occupied	No
Broadstone IT Portfolio, LLC	590 Valley Chili Road	Vinton	TX	Occupied	No

Page 12 of 21

Broadstone IT Portfolio, LLC	9541 152nd Ave. NE	Columbus	MN	Occupied	No
Broadstone IT Portfolio, LLC	12101 Dixie Highway	Louisville	KY	Occupied	No
Broadstone IT Portfolio, LLC	1320 Interstate Drive	Dunn	NC	Occupied	No
Broadstone IT Portfolio, LLC	5680 S. Interstate Highway 35	San Marcos	TX	Occupied	No
Broadstone WGR Wisconsin, LLC	1600 S. Koeller Street	Oshkosh	WI	Occupied	No
Broadstone WGR Wisconsin, LLC	3640 Greenwing Drive	Sheboygan	WI	Occupied	No
Broadstone WGR Wisconsin, LLC	900 Challanger Drive	Green Bay	WI	Occupied	No
Broadstone WGR Wisconsin, LLC	615 N. Rolling Meadows Drive	Fond du Lac	WI	Occupied	No
Broadstone WGR Wisconsin, LLC	800 Hansen Road	Green Bay	WI	Occupied	No
Broadstone WGR Wisconsin, LLC	3911 Dewey Street	Manitowoc	WI	Occupied	No
Broadstone WGR Wisconsin, LLC	4618 Woodland Drive	Two Rivers	WI	Occupied	No
Hickory Drive Holdings, LLC	3838 & 3900 Freedom Road	Little Chute	WI	Occupied	No
Broadstone TSGA Kentucky, LLC	425 Centre View Blvd	Crestview Hills	KY	Occupied	No
Broadtree Homes FP, LLC	17 Maple Street	Oneonta	NY	Occupied	No
Broadtree Homes FP, LLC	368 Rose Street	Lexington	KY	Occupied	No
Broadtree Homes FP, LLC	647 West Pensacola Street	Tallahassee	FL	Occupied	No
Broadtree Homes FP, LLC	805 Johnston Street	Greenville	NC	Occupied	No
Broadstone PMI Portfolio, LLC	2160 S. Power Road	Mesa	AZ	Occupied	No
Broadstone PMI Portfolio, LLC	4400 Cutler Avenue	Albuquerque	NM	Occupied	No
Broadstone CW Nevada, LLC	4248 West Post Road	Las Vegas	NV	Occupied	No
Broadstone MB Louisiana, LLC	30000 Industrial Park Drive (aka 15900 Industry Way)	Walker	LA	Occupied	No
Broadstone CM Florida, LLC	9487 Regency Square Boulevard	Jacksonville	FL	Occupied	No
Broadstone USMM Michigan, LLC	500 Kirts Boulevard	Troy	MI	Occupied	No
Broadstone Mid America Indiana, LLC	2560 North Shadeland Avenue	Indianapolis	IN	Occupied	No
Broadstone ITI Pennsylvania, LLC	220 S. Noah Drive	Saxonburg	PA	Occupied	No
Broadstone ITI Pennsylvania, LLC	912 Pittsburgh Road	Butler	PA	Occupied	No
Broadstone WS Iowa, LLC	1701 Broad Street	Story City	IA	Occupied	No
Broadstone JBL California, LLC	30-32 Great Oaks Boulevard	San Jose	CA	Occupied	No
Broadstone ZCW Portfolio, LLC	3008 S. Congress Avenue	Boynton Beach	FL	Occupied	No
Broadstone ZCW Portfolio, LLC	8714 Atlantic Boulevard	Jacksonville	FL	Occupied	No
Broadstone ZCW Portfolio, LLC	9491 Baymeadows Road	Jacksonville	FL	Occupied	No
Broadstone ZCW Portfolio, LLC	17551 NW 27th Avenue	Miami Gardens	FL	Occupied	No
Broadstone ZCW Portfolio, LLC	580 Blanding Boulevard	Orange Park	FL	Occupied	No
Broadstone ZCW Portfolio, LLC	6155 US-90	Milton	FL	Occupied	No
Broadstone ZCW Portfolio, LLC	700 N. Webb Road	Wichita	KS	Occupied	No
Broadstone ZCW Portfolio, LLC	10220 E. 61st Street	Tulsa	OK	Occupied	No
Broadstone ZCW Portfolio, LLC	220 S. Hall Road	Alcoa	TN	Occupied	No
Broadstone ZCW Portfolio, LLC	3825 W. Maple Street	Wichita	KS	Occupied	No
Broadstone ZCW Portfolio, LLC	1506 S. Maize Road	Wichita	KS	Occupied	No
Broadstone ZCW Portfolio, LLC	7931 E. 37th Street North	Wichita	KS	Occupied	No
Broadstone ZCW Portfolio, LLC	4311 N. State Line Ave.	Texarkana	TX	Occupied	No
Broadstone ZCW Portfolio, LLC	4254 Woodbine Road	Pace	FL	Occupied	No
Broadstone DG Northeast, LLC	21428 State Route 22	Hoosick Falls	NY	Occupied	No
Broadstone DG Northeast, LLC	6367 Route 9N	Hadley	NY	Occupied	No
Broadstone DG Northeast, LLC	29 Main Street	Cairo	NY	Occupied	No
Broadstone DG Northeast, LLC	9501 US Route 20	Bridgewater	NY	Occupied	No
Broadstone DG Northeast, LLC	3067 US Rte 9	Valatie	NY	Occupied	No
Broadstone DG Northeast, LLC	3282 Route 209	Wurtsboro	NY	Occupied	No
Broadstone DG Northeast, LLC	5602 Route 11	Ellenburg Center	NY	Occupied	No
Broadstone DG Northeast, LLC	3838 Walworth-Marion Road	Marion	NY	Occupied	No
Broadstone DG Northeast, LLC	7754 St. Rt. 104	Oswego	NY	Occupied	No
Broadstone DG Northeast, LLC	1027 William Howard Taft Road	Cincinnati	OH	Occupied	No
Broadstone DG Northeast, LLC	5245 N. Dixie Drive	Dayton	OH	Occupied	No
Broadstone DG Northeast, LLC	324 W. Dayton Street	West Alexandria	OH	Occupied	No
Broadstone DG Northeast, LLC	670 North Main Street	Sheffield	MA	Occupied	No
Broadstone AAP Portfolio, LLC	104 S. Clark Road	Cedar Hill	TX	Occupied	No
Broadstone AAP Portfolio, LLC	1880 Pulaski Highway	Bear	DE	Occupied	No
Broadstone BI South, LLC	6120 E Independence Boulevard	Charlotte	NC	Occupied	No
Broadstone BI South, LLC	490 S Illinois Avenue	Oak Ridge	TN	Occupied	No
Broadstone BI South, LLC	2468 Alcoa Highway	Alcoa	TN	Occupied	No
Broadstone TS East, LLC	1300 DuPont Parkway	Smyrna	DE	Occupied	No
Broadstone TS East, LLC	5881 Bayshore Road	North Fort Myers	FL	Occupied	No
Broadstone DI Portfolio, LLC	2425 S. Rouse Avenue	Pittsburg	KS	Occupied	No
Broadstone DI Portfolio, LLC	17123 Commerce Centre Drive	Prairieville	LA	Occupied	No
Broadstone DI Portfolio, LLC	2321 W. Morehead Street	Charlotte	NC	Occupied	No
Broadstone DI Portfolio, LLC	10921 East St. South	Tulsa	OK	Occupied	No
Broadstone DI Portfolio, LLC	1306 Lincoln Street	Rhinelander	WI	Occupied	No
Broadstone DI Portfolio, LLC	6450 Bannington Road	Charlotte	NC	Occupied	No
Broadstone GDMS Massachusetts, LLC	400 John Quincy Adams Road	Taunton	MA	Occupied	No
Broadstone KKD Portfolio, LLC	1428 W Innes St	Salisbury	NC	Occupied	No
Broadstone KKD Portfolio, LLC	917 N Main St	High Point	NC	Occupied	No
Broadstone KKD Portfolio, LLC	3250 Bragg Blvd	Fayetteville	NC	Occupied	No

Page 13 of 21

Broadstone KKD Portfolio, LLC	549 N Person St	Raleigh	NC	Occupied	No
Broadstone KKD Portfolio, LLC	2990 E. Franklin Square	Gastonia	NC	Occupied	No
Broadstone KKD Portfolio, LLC	4901 Virginia Beach Blvd	Virginia Beach	VA	Occupied	No
Broadstone KKD Portfolio, LLC	3400 W Mercury Blvd	Hampton	VA	Occupied	No
Broadstone KKD Portfolio, LLC	302 N. Pleasantburg Drive	Greenville	SC	Occupied	No
Broadstone KKD Portfolio, LLC	6689 Hwy #85	Riverdale	GA	Occupied	No
Broadstone KKD Portfolio, LLC	299 Cobb Pky, S.	Marietta	GA	Occupied	No
Broadstone KKD Portfolio, LLC	4244 Elvis Presley Blvd	Memphis	TN	Occupied	No
Broadstone KKD Portfolio, LLC	6201 Kingston Pike	Knoxville	TN	Occupied	No
Broadstone KKD Portfolio, LLC	5609 Brainerd Rd	Chattanooga	TN	Occupied	No
Broadstone KKD Portfolio, LLC	110 Cox Creek Pky, S	Florence	AL	Occupied	No
Broadstone KKD Portfolio, LLC	1901 Gallatin Pike	Madison	TN	Occupied	No
Broadstone KKD Portfolio, LLC	3920 Seventh St Rd	Louisville	KY	Occupied	No
Broadstone KKD Portfolio, LLC	3000 Bardstown Rd	Louisville	KY	Occupied	No
Broadstone KKD Portfolio, LLC	1218 N Memorial Pky	Huntsville	AL	Occupied	No
Broadstone KKD Portfolio, LLC	9301 E Independence Blvd	Matthews	NC	Occupied	No
Broadstone KKD Portfolio, LLC	1733 Mallory Lane	Brentwood	TN	Occupied	No
Broadstone KKD Portfolio, LLC	412 E Devon Ave	Elk Grove Village	IL	Occupied	No
Broadstone KKD Portfolio, LLC	980 N Ninth Ave	Pensacola	FL	Occupied	No
Broadstone KKD Portfolio, LLC	2912 Washington Rd	Augusta	GA	Occupied	No
Broadstone KKD Portfolio, LLC	3690 W Dublin-Granville Rd	Columbus	OH	Occupied	No
Broadstone KKD Portfolio, LLC	727 N. Burkhardt Rd	Evansville	IN	Occupied	No
Broadstone KKD Portfolio, LLC	5615 N Main St	Mishawaka	IN	Occupied	No
Broadstone KKD Portfolio, LLC	408 Thompson Lane	Nashville	TN	Occupied	No
Broadstone LCA Tampa, LLC	5610 West LaSalle Street	Tampa	FL	Occupied	No
Broadstone IPI Illinois, LLC	950 Tollgate Road	Elgin	IL	Occupied	No
Broadstone ADB Ohio, LLC	5300 Tod Avenue SW	Lordstown	OH	Occupied	No
Broadstone WI MT ND, LLC	210 South Haynes Ave	Miles City	MT	Occupied	No
Broadstone WI MT ND, LLC	325 19th Street West	Dickinson	ND	Occupied	No
Broadstone WI MT ND, LLC	1226 East Main Street	Billings	MT	Occupied	No
Broadstone WI MT ND, LLC	2295 Central Avenue	Billings	MT	Occupied	No
Broadstone WI MT ND, LLC	1025 Grand Avenue	Billings	MT	Occupied	No
Broadstone WI MT ND, LLC	4077 Grand Avenue	Billings	MT	Occupied	No
Broadstone AVF Illinois, LLC	1021 Butterfield Road	Downers Grove	IL	Occupied	No
Broadstone PFS New Jersey, LLC	536 Fayette Street	Perth Amboy	NJ	Occupied	No
Broadstone TS Portfolio 2, LLC	5460 West Peirson Road	Flushing	MI	Occupied	No
Broadstone TS Portfolio 2, LLC	1352 Michigan Avenue	Benzonia	MI	Occupied	No
Broadstone TRP Indiana, LLC	8301 E Washington Street	Indianapolis	IN	Occupied	No
Broadstone AMG Illinois, LLC	4001 Vollmer Road	Olympia Fields	IL	Occupied	No
Broadstone ATI Massachusetts, LLC	108 Cherry Hill Drive	Beverly	MA	Occupied	No
Broadstone CCP Virginia, LLC	1818 Electric Road	Roanoke	VA	Occupied	No
Broadstone CG Indiana, LLC	6508 W FW Marks Dr	Greenfield	IN	Occupied	No
Broadstone CMH Illinois, LLC	4355 Montgomery Road	Naperville	IL	Occupied	No
Broadstone CPN North Carolina, LLC	807 Schenck Street	Shelby	NC	Occupied	No
Broadstone CPS Ohio, LLC	6299 Dressler Rd NW	North Canton	OH	Occupied	No
Broadstone DG South Carolina, LLC	5146 Augusta Road	Lexington	SC	Occupied	No
Broadstone DG South Carolina, LLC	2818 Augusta Highway	Lexington	SC	Occupied	No
Broadstone EH Illinois, LLC	1 East County Line Road	Sandwich	IL	Occupied	No
Broadstone EH Illinois, LLC	76 W. Countryside Pkwy	Yorkville	IL	Occupied	No
Broadstone EH Illinois, LLC	954 W State Street	Sycamore	IL	Occupied	No
Broadstone EH Illinois, LLC	88 W. Countryside Pkwy	Yorkville	IL	Occupied	No
Broadstone EH Illinois, LLC	964 W. State Street	Sycamore	IL	Occupied	No
Broadstone EHA Florida, LLC	6803 & 6807 53rd Ave East	Bradenton	FL	Occupied	No
Broadstone EHA Florida, LLC	3894 Sun City Center	Ruskin	FL	Occupied	No
Broadstone EHA Florida, LLC	6002 Pointe West Boulevard	Bradenton	FL	Occupied	No
Broadstone EHA Florida, LLC	2101 61st Street West	Bradenton	FL	Occupied	No
Broadstone EHA Florida, LLC	2203 61st Street West	Bradenton	FL	Occupied	No
Broadstone FD Portfolio I, LLC	17793 AL 18	Berry	AL	Occupied	No
Broadstone FD Portfolio I, LLC	8088 Old Kings Road S	Jacksonville	FL	Occupied	No
Broadstone FD Portfolio I, LLC	2408 Dawson Road	Albany	GA	Occupied	No
Broadstone FD Portfolio I, LLC	5960 Highway 42	Rex	GA	Occupied	No
Broadstone FD Portfolio I, LLC	6660 Dorchester Road	N. Charleston	SC	Occupied	No
Broadstone FD Portfolio I, LLC	15746 N State Hwy 94	Apple Springs	TX	Occupied	No
Broadstone FD Portfolio I, LLC	202 State Hwy 31 West	Dawson	TX	Occupied	No
Broadstone FD Portfolio I, LLC	6110 W Commerce	San Antonio	TX	Occupied	No
Broadstone FD Portfolio I, LLC	120 North Main Street	Monroe	UT	Occupied	No
Broadstone FD Portfolio I, LLC	351 South Main Street	Broadway	VA	Occupied	No
Broadstone FD Portfolio II, LLC	169 E. US 14	Tyler	MN	Occupied	No
Broadstone FD Portfolio II, LLC	710 Highway 52 North	Preston	MN	Occupied	No
Broadstone FD Portfolio II, LLC	1101 Miller Circle	Rushford	MN	Occupied	No
Broadstone FD Portfolio II, LLC	2325 West 21st Street	Lorain	OH	Occupied	No
Broadstone FD Portfolio II, LLC	909 Central Street W	Bagley	MN	Occupied	No

Page 14 of 21

Broadstone FD Portfolio II, LLC	512 S. Main Street	Greenwood	WI	Occupied	No
Broadstone FD Portfolio II, LLC	611 Aspen Avenue	Cass Lake	MN	Occupied	No
Broadstone FD Portfolio II, LLC	720 Main Street	Wild Rose	WI	Occupied	No
Broadstone FD Portfolio II, LLC	306-308 E. Central Ave.	Comanche	TX	Occupied	No
Broadstone FD Portfolio II, LLC	700 College Ave.	Levelland	TX	Occupied	No
Broadstone FD Portfolio II, LLC	2790 Bay Road	Saginaw	MI	Occupied	No
Broadstone FD Portfolio II, LLC	3915 SW 9th Street	Des Moines	IA	Occupied	No
Broadstone FD Portfolio II, LLC	857 S. Broadway St.	Georgetown	KY	Occupied	No
Broadstone FD Portfolio II, LLC	2378 Rockingham Rd.	Davenport	IA	Occupied	No
Broadstone FD West Columbia, LLC	2004 Sunset Boulevard	West Columbia	SC	Occupied	No
Broadstone FMAS Mississippi, LLC	272 Old Jackson Rd	Madison	MS	Occupied	No
Broadstone FR Portfolio, LLC	1710 Lincoln Avenue	Louisville	KY	Occupied	No
Broadstone FR Portfolio, LLC	11122 Hamilton Avenue	Cincinnati	OH	Occupied	No
Broadstone FR Portfolio, LLC	460 Clifty Drive	Madison	IN	Occupied	No
Broadstone FR Portfolio, LLC	4462 Eastgate Boulevard	Cincinnati	OH	Occupied	No
Broadstone GHS South Carolina, LLC	120 Dillon Drive	Spartanburg	SC	Occupied	No
Broadstone GLG Missouri, LLC	8950 & 8970 Pershall Road	Hazelwood	MO	Occupied	No
Broadstone HHP Pennsylvania, LLC	250 Fame Avenue, Suite 130	Hanover	PA	Occupied	No
Broadstone HMC Washington, LLC	2700 Clare Avenue	Bremerton	WA	Occupied	No
Broadstone IUH Indiana, LLC	6866 W. Stonegate Drive	Zionsville	IN	Occupied	No
Broadstone IUH Indiana, LLC	14645 Hazel Dell Rd.	Noblesville	IN	Occupied	No
Broadstone IUH Indiana, LLC	926 W. State Rd. 46	Spencer	IN	Occupied	No
Broadstone MPH Michigan, LLC	893 East Superior Street	Wayland	MI	Occupied	No
Broadstone MS Minnesota, LLC	7500 Commerce Lane NE	Fridley	MN	Occupied	No
Broadstone MS Minnesota, LLC	11545 12th Ave South	Burnsville	MN	Occupied	No
Broadstone NRS Michigan, LLC	46200 West Twelve Mile Road	Novi	MI	Occupied	No
Broadstone OLL New York, LLC	240 Riverside Drive	Johnson City	NY	Occupied	No
Broadstone Pearl Portfolio III, LLC	607 & 611 Lumsden Professional Court	Brnadon	FL	Occupied	No
Broadstone Pearl Portfolio III, LLC	4525 Ulmerton Road	Clearwater	FL	Occupied	No
Broadstone Pearl Portfolio III, LLC	455 Abernathy Road	Atlanta	GA	Occupied	No
Broadstone Pearl Portfolio III, LLC	820 Frontage Road	Northfield	IL	Occupied	No
Broadstone Pearl Portfolio III, LLC	4126 Packard Road	Ann Arbor	MI	Occupied	No
Broadstone Pearl Portfolio III, LLC	29080 Inkster Road	Southfield	MI	Occupied	No
Broadstone PHS Washington, LLC	4525 3rd Avenue SE	Lacey	WA	Occupied	No
Broadstone PHS Washington, LLC	1200 Basich Blvd	Aberdeen	WA	Occupied	No
Broadstone PSM Michigan, LLC	30713 Schoenherr Rd.	Warren	MI	Occupied	No
Broadstone RHI Virginia, LLC	101 Philip Roth Street	Newport News	VA	Occupied	No
Broadstone RHI Virginia, LLC	109 Philip Roth Street	Newport News	VA	Occupied	No
Broadstone ST Texas, LLC	4000 International Pkwy	Carrollton	TX	Occupied	No
Broadstone TRH Texas, LLC	900 West Arbook Blvd	Arlington	TX	Occupied	No
Broadstone TRS Orangeburg, LLC	2994 North Road	Orangeburg	SC	Occupied	No
Broadstone TRS Texas, LLC	1104 West Interstate 20	Big Spring	TX	Occupied	No
Broadstone TRS Texas, LLC	1600 E. Broadway St.	Cuero	TX	Occupied	No
Broadstone TSC Tennessee, LLC	725 Kings Ln	Tullahoma	TN	Occupied	No
Broadstone USPO Portfolio, LLC	129 E. Lee Street	Brooklet	GA	Occupied	No
Broadstone USPO Portfolio, LLC	6450 Evans Drive	Rex	GA	Occupied	No
Broadstone USPO Portfolio, LLC	891 South Mechanic Street	Pendleton	SC	Occupied	No
Broadstone USPO Portfolio, LLC	298 Ledford Street	Pembroke	GA	Occupied	No
Broadstone USPO Portfolio, LLC	4160 Logan Drive	Loganville	GA	Occupied	No
Broadstone USPO Portfolio, LLC	30 South Main Street	Campobello	SC	Occupied	No
Broadstone USPO Portfolio, LLC	1205 West Main Street	Central	SC	Occupied	No
Broadstone USPO Portfolio, LLC	117 North Highway 52	Moncks Corner	SC	Occupied	No
Broadstone USPO Portfolio, LLC	2629 Liberty Hill Road	Camden	SC	Occupied	No
Broadstone USPO Portfolio, LLC	182 Elm Street	Lincolnton	GA	Occupied	No
Broadstone WG Southeast, LLC	4361 South Carolina 24	Anderson	SC	Occupied	No
Broadstone WG Southeast, LLC	214 Broad Street	Elizabethton	TN	Occupied	No
Broadstone WG Southeast, LLC	395 North U.S. Highway 52	Moncks Corner	SC	Occupied	No
Broadstone WG Southeast, LLC	1650 E. Andrew Johnson Hwy	Greenville	TN	Occupied	No
Broadstone AQG Indiana, LLC	225 West Morgan Avenue	Evansville	IN	Occupied	No
Broadstone CWP Michigan, LLC	936 & 940 East Saginaw Highway	Grand Ledge	MI	Occupied	No
Broadstone CWP Michigan, LLC	6008 West Saginaw Highway	Lansing	MI	Occupied	No
Broadstone TRS Kentucky, LLC	159 Penny Lane	Williamsburg	KY	Occupied	No
Broadstone VW Tennessee, LLC	300 River Rock Boulevard	Murfreesboro	TN	Occupied	No
Broadstone Liverpool Portfolio, LLC	115 Metropolitan Drive	Liverpool	NY	Occupied	No
Broadstone Liverpool Portfolio, LLC	4875 Executive Drive	Liverpool	NY	Occupied	No
Broadstone ACW Wisconsin, LLC	3181 Commodity Lane	Green Bay	WI	Occupied	No
Broadstone SLH Minnesota, LLC	1120 34th Street East	Hibbing	MN	Occupied	No
Broadstone FKC Minnesota, LLC	4700 Mike Colalillo Drive	Duluth	MN	Occupied	No
Broadstone TH North Dakota, LLC	2815 SW 16th Street	Minot	ND	Occupied	No
Broadstone BPS Montana, LLC	2300 Grant Road	Billings	MT	Occupied	No
Broadstone BPS Montana, LLC	3050 Great Northern Avenue	Missoula	MT	Occupied	No
Broadstone ALH Texas, LLC	4501 Mountain Creek Parkway	Dallas	TX	Occupied	No

Page 15 of 21

Broadstone HOME Texas, LLC	1600 East Plano Parkway	Plano	TX	Occupied	No
CF Alpha & Golf KS Propco, LLC	670 North 1800 Road	Lecompton	KS	Occupied	No
CF Alpha & Golf MA Propco, LLC	25 Research Drive	Westbourough	MA	Occupied	No
Broadstone CA Canada, LLC	1337 Townline Road	Abbotsford	BC	Occupied	No
Broadstone CQ Illinois, LLC	1109 East Lake Street	Streamwood	IL	Occupied	No
Broadstone CLE Illinois, LLC	2400 West Central Road	Hoffman Estates	IL	Occupied	No
Broadstone FSLY Maryland, LLC	8704 Bollman Place	Savage	MD	Occupied	No
Broadstone XELA Texas, LLC	2701 East Grauwyler Road	Irving	TX	Occupied	No
Broadstone HHH Texas, LLC	300 West FM 1417	Sherman	TX	Occupied	No
Broadstone HBC Arizona, LLC	4201 North 45th Avenue	Phoenix	AZ	Occupied	No
Broadstone HBC Arizona, LLC	2555 North Nevada Street	Chandler	AZ	Occupied	No
Broadstone HBC Arizona, LLC	10201 East Valley Road	Prescott	AZ	Occupied	No
Broadstone HLM Ohio, LLC	1700 Carillon Boulevard	Forest Park	OH	Occupied	No
Broadstone MNB Nebraska, LLC	11222 I Street	Omaha	NE	Occupied	No
Broadstone NVLX Portfolio, LLC	8096 East Highway 78	Villa Rica	GA	Occupied	No
Broadstone NVLX Portfolio, LLC	2976 S. Commerce Way	Ogden	UT	Occupied	No
Broadstone PV California, LLC	6101 Variel Avenue	Woodland Hills	CA	Occupied	No
Broadstone PRGS Portfolio, LLC	8201 West Elowin Court	Visalia	CA	Occupied	No
Broadstone PRGS Portfolio, LLC	1411 Pidco Drive	Plymouth	IN	Occupied	No
Broadstone REV New Jersey, LLC	2121 Highway 27	Edison	NJ	Occupied	No
Broadstone TF Oklahoma, LLC	5109 East Willow Road	Enid	OK	Occupied	No
Broadstone WRK California, LLC	3366 East Muscat Avenue	Fresno	CA	Occupied	No
Broadstone BCI Iowa, LLC	2900 Capital Way	Cedar Falls	IA	Occupied	No

  * List of Properties as of September 30, 2019.

Page 16 of 21

     SCHEDULE 7.1.(f) - Part II: Liens

	Borrower	Lender	Outstanding Balance *	Maturity	Collateral Description
1	Broadstone PFS New Jersey, LLC	Wilmington Trust NA	$20,408,577.85	6-Aug-25	Preferred Freezer - 536 Fayette Street, Perth Amboy NJ 08861
2	Broadstone TSGA Kentucky, LLC	M&T Bank	$4,948,633.00	1-Aug-21	425 Centre View Boulevard, Crestview Hills KY 41017
3	Broadstone PIC Illinois, LLC	Stan Corp	$549,012.99	1-Aug-30	Physcians Immediate Care - 1000 E. Riverside Blvd, Loves Park IL 61111
4	GRC Durham, LLC	Sun Life	$10,913,394.24	1-Oct-21	Implus Footware - 2001 T.W. Alexander Dr, Durham, NC 27703
5	Broadstone HC California, LLC	Aegon	$7,552,938.81	1-Oct-23	The Hess Collection - 1166 Commerce Blvd, American Canyon, CA 94503
6	Broadstone WFM Sterling	PNC Bank	$17,980,549.67	1-Nov-26	Wegmans - 45131 Columbia Place, Sterling, VA 20166
7	Broadstone ATI Massachusetts, LLC	Wilmington Trust NA	$49,340,119.98	1-Feb-28	Axcelis - 108 Cherry Hill Drive, Beverly, MA 01915

        * Loan balances as of September 30, 2019.

        SCHEDULE 7.1.(g) - Existing Indebtedness

	Borrower	Lender	Outstanding Balance ***	Guarantor	Security	Collateral Description (if any)
1	Borrower (Note and Guaranty Agreement for 4.84% Guaranteed Senior Notes due 4.18.27)	Note Purchasers	$150,000,000	Parent	None	N/A
2	Borrower (Note and Guaranty Agreement for 5.09% Series B Guaranteed Senior Notes due 7.2.28 and 8.19% Series C Guaranteed Senior Notes due 7.2.30)	Note Purchasers	$325,000,000	Parent	None	N/A
3	Borrower (Credit Agreement)	M&T Bank, as administrative agent	Revolver: $303,300,000.00; Term Loan 1: $265,000,000.00; Term Loan 2: $190,000,000.00; Swingline: $0	Parent	None	N/A
4	Borrower (Term Loan Agreement)	Capital One, National Association, as administrative agent	$450,000,000	Parent	None	NA
5	Borrower (Term Loan Agreement)	JPMorgan Chase Bank, N.A., as administrative agent	$300,000,000	Parent	None	NA
6	Borrower	James and Douglas Huseby, individuals	$750,000.00	Parent	None	N/A
7	Broadstone PIC Illinois, LLC	Stan Corp	$549,012.99	Borrower	Mortgage	Physcians Immediate Care - 1000 E. Riverside Blvd, Loves Park IL 61111
8	GRC Durham, LLC	Sun Life	$10,913,394.24	Parent and Borrower*	Mortgage	Implus Footware - 2001 T.W. Alexander Dr, Durham, NC 27703
9	Broadstone HC California, LLC	Aegon	$7,552,938.81	Parent and Borrower*	Mortgage	The Hess Collection - 1166 Commerce Blvd, American Canyon, CA 94503
10	Broadstone WFM Sterling	PNC Bank	$17,980,549.67	Borrower	Mortgage	Wegmans - 45131 Columbia Place, Sterling, VA 20166
11	Broadstone TSGA Kentucky, LLC	M&T Bank	$4,948,633.00	Parent and Borrower	Mortgage	Tri-State Gastroenterology Associates - 425 Centre View Blvd, Crestview Hills, KY 41017
12	Broadstone PFS New Jersey, LLC	Wilimington Trust	$20,408,577.85	Borrower*	Mortgage	Preferred Freezer Services - 536 Fayette Street, Perth Amboy, NJ 08861
13	Broadstone ATI Massachusetts, LLC	Wilimington Trust	$49,340,119.98	Borrower*	Mortgage	Axcelis - 108 Cherry Hill Drive, Beverly, MA 01915

* 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.

*** Loan balances as of September 30, 2019.

SCHEDULE 7.1.(h) - Material Contracts

	Borrower
1	That certain Note and Guaranty Agreement, dated as of March 16, 2017, by and among Broadstone Net Lease, LLC, as Issuer, Broadstone Net Lease, Inc., as Parent Guarantor, and the Purchasers identified therein, relating to the issuance and sale of $150,000,000 in aggregate principal amount of the Issuer’s 4.84% Guaranteed Senior Notes due April 18, 2027.
2	That certain Note and Guaranty Agreement, dated as of July 2, 2018, by and among Broadstone Net Lease, LLC, as Issuer, Broadstone Net Lease, Inc., as Parent Guarantor, and the Purchasers identified therein, relating to the issuance and sale of $225,000,00 in aggregate principal amount of the Issuer’s 5.09% Series B Guaranteed Senior Notes due July 2, 2028, and $100,000,000 in aggregate principal amount of the Issuer’s 5.19% Series C Guaranteed Senior Notes due July 2, 2030.
3	That certain Credit Agreement dated as of June 22, 2017, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, each of the financial institutions party thereto, Manufacturers and Traders Trust Company, as Administrative Agent, and the other parties thereto.
4	That certain Term Loan Agreement dated as of February 27, 2019, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, each of the financial institutions party thereto, Capital One, National Association, as Administrative Agent, and the other parties thereto.
5	That certain Term Loan Agreement dated as of August 2, 2019, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, each of the financial institutions party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.

SCHEDULE 7.1.(i) - Litigation

None.

SCHEDULE 7.1.(r) - Affiliate Transactions

None.

EXHIBIT A

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]¹ Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]² hereunder are several and not joint.]³ Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the facility identified below (including without limitation any guarantees included in such facility), and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

¹ For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

² Select as appropriate.

³ Include bracketed language if there are either multiple Assignors or multiple Assignees.

A-1

1.	Assignor[s]:
	[Assignor [is] [is not] a Defaulting Lender]
2.	Assignee[s]:
	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
3.	Borrower(s):	Broadstone Net Lease, LLC
4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the Administrative Agent under the Credit Agreement
5.	Credit Agreement:	The Term Loan Agreement dated as of February 7, 2020, among Broadstone Net Lease, LLC, Broadstone Net Lease, Inc., the financial institutions party thereto and their assignees under Section 13.6 thereof, JPMorgan Chase Bank, N.A., as Administrative Agent
6.	Assigned Interest[s]:

Assignor[s]	Assignee[s]	Aggregate Amount of Term Loan Commitment/Loans for all Lenders4	Amount of Term Loan Commitment/Loans Assigned	Percentage Assigned of Term Loan Commitment/ Loans5	CUSIP Number
		$	$	%
		$	$	%
		$	$	%

[7.         Trade Date:                                             ]⁶

[Page break]

⁴ Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

⁵ Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Loans of all Lenders thereunder.

⁶ To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.

A-2

Effective Date:                    , 20     [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[S]⁷

[NAME OF ASSIGNOR]

By:

Title:

[NAME OF ASSIGNOR]

By:

Title:

ASSIGNEE[S]⁸

[NAME OF ASSIGNEE]

By:

Title:

[NAME OF ASSIGNEE]

By:

Title:

⁷  Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).

⁸  Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).

A-3

[Consented to and]9 Accepted:
JPMORGAN CHASE BANK, N.A., as
Administrative Agent
By:
Title:
[Consented to:]10
[BROADSTONE NET LEASE, LLC,
By:	Broadstone Net Lease, Inc., Managing Member
By:
Name:
Title:	]

⁹  To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

¹⁰  To be added only if the consent of the Borrower and/or other parties is required by the terms of the Credit Agreement.

A-4

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1.      Representations and Warranties.

1.1    Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2.    Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an Eligible Assignee as defined in the Credit Agreement (subject to such consents, if any, as may be required under such definition), (iii) from and after the Effective Date specified for this Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 9.1. or 9.2 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent, any Joint Lead Arranger, the Assignor or any other Lender or any of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any Joint Lead Arranger, [the][any] Assignor or any other Lender or any of their respective Related Parties, 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, and (ii) it will perform in accordance with

A-5

their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2.        Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date specified for this Assignment and Assumption. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to such Effective Date or with respect to the making of this assignment directly between themselves.

3.        General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or by any Approved Electronic Platform shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

A-6

EXHIBIT B

[INTENTIONALLY OMITTED]

B-1

EXHIBIT C

FORM OF GUARANTY

GUARANTY

THIS GUARANTY dated as of February 7, 2020 (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 JPMorgan Chase Bank, N.A., 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 February 7, 2020 (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 “Parent Guarantor”), 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

C-1

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 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;

C-2

(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;

(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).

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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.

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

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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 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

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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.

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,

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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.

(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

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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

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have been indefeasibly paid and performed in full and the Term Loan 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 Term Loan 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

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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; 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.,

a Maryland corporation

By:

Name:

Title:

Address for Notices:

c/o

Attn:

Telecopy Number:                                                                    

Telephone Number:                                                                  

Signature Page to Guaranty

ANNEX I

FORM OF ACCESSION AGREEMENT

THIS ACCESSION AGREEMENT dated as of                 , 20    , executed and delivered by                     , a                      (the “New Guarantor”), in favor of JPMorgan Chase Bank, N.A., 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 February 7, 2020 (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 “Parent Guarantor”), 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 February 7, 2020 (as amended, supplemented, restated or otherwise modified from time to time, the “Guaranty”), made by the Parent Guarantor 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:

Annex I

(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);

(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

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], a [                    ]

By:

Name:

Title:

Address for Notices:

c/o

Attn:

Telecopy Number:                                                         

Telephone Number:                                                       

Accepted:

JPMORGAN CHASE BANK, N.A., as

Administrative Agent

By:

Name:

Title:

Signature Page to Accession Agreement

EXHIBIT D

FORM OF NOTICE OF CONTINUATION

            , 20    

JPMorgan Chase Bank, N.A.

700 North Pearl Street, Floor 13, TXI2625,

Dallas, Texas 75201-7924

Attention: DLS – Elizabeth Mercado

Telephone: 214-965-2493

Email: elizabeth.mercado@chase.com

Ladies and Gentlemen:

Reference is made to that certain Term Loan Agreement dated as of February 7, 2020 (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 JPMorgan Chase Bank, N.A., as Administrative Agent (together with its successors and assigns, the “Administrative Agent”). Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement.

Pursuant to Section 2.8 of the Credit Agreement, the Borrower hereby requests a Continuation of Loans under the Credit Agreement, and in that connection sets forth below the information relating to such Continuation as required by such Section of the Credit Agreement:

1. The requested date of such Continuation is             , 20    .

2. The aggregate principal amount of the Loans that is subject to the requested Continuation is $         and the portion of such principal amount subject to such Continuation is $        .

3. The current Interest Period of the Loans that is subject to such Continuation ends on             , 20    .

4. The duration of the Interest Period for the Loans or portion thereof subject to such Continuation is:

[Check one box only]

☐ one month

☐ three months

☐ six months

The Borrower hereby certifies to the Administrative Agent and the Lenders that as of the date hereof, as of the proposed date of the requested Continuation, and after giving effect to such

D-1

Continuation, (a) no Default or Event of Default shall exist; and (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 is true and correct in all respects) 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 under the Credit Agreement.

BROADSTONE NET LEASE, LLC
By:	Broadstone Net Lease, Inc.,
	Managing Member
By:
Name:
Title:

D-2

EXHIBIT E

FORM OF NOTICE OF CONVERSION

            , 20    

JPMorgan Chase Bank, N.A.

700 North Pearl Street, Floor 13, TXI2625,

Dallas, Texas 75201-7924

Attention: DLS – Elizabeth Mercado

Telephone: 214-965-2493

Email: elizabeth.mercado@chase.com

Ladies and Gentlemen:

Reference is made to that certain Term Loan Agreement dated as of February 7, 2020 (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 JPMorgan Chase Bank, N.A., as Administrative Agent (together with its successors and assigns, the “Administrative Agent”). Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement.

Pursuant to Section 2.9 of the Credit Agreement, the Borrower hereby requests a Conversion of Loans of one Type into Loans of another Type under the Credit Agreement, and in that connection sets forth below the information relating to such Conversion as required by such Section of the Credit Agreement:

1. The requested date of such Conversion is             , 20    .

2. The Type of the Loans to be Converted pursuant hereto is currently:

[Check one box only]

☐ Base Rate Loan

☐ LIBOR Loan

3. The aggregate principal amount of the Loans that is subject to the requested Conversion is $and the portion of such principal amount subject to such Conversion is $        .

E-1

4. The amount of such Loans to be converted is to be converted into Loans of the following Type:

[Check one box only]

☐ Base Rate Loan

☐ LIBOR Loan, with an initial Interest Period for a duration of:

[Check one box only]

☐ one month

☐ three months

☐ six months

The Borrower hereby certifies to the Administrative Agent and the Lenders that as of the date hereof, as of the proposed date of the requested Conversion, and after giving effect to such Conversion, (a) no Default or Event of Default shall exist; and (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 is true and correct in all respects) 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 under the Credit Agreement.

BROADSTONE NET LEASE, LLC

By:	Broadstone Net Lease, Inc.,
	Managing Member
By:
Name:
Title:

E-2

EXHIBIT F

FORM OF TERM NOTE

$[        ]             , 20    

FOR VALUE RECEIVED, the undersigned, BROADSTONE NET LEASE, LLC, a New York limited liability company (the “Borrower”) hereby unconditionally promises to pay to the order of [                    ] (the “Lender”), in care of JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), at its address [                    ], or at such other address as may be specified by the Administrative Agent to the Borrower, the principal sum of [                    ] AND [    ]/100 DOLLARS ($[        ]), or such lesser amount as may be the then outstanding and unpaid balance of all Loans made by the Lender to the Borrower pursuant to, and in accordance with the terms of, the Credit Agreement (as defined below).

The Borrower further agrees to pay interest at said office, in like money, on the unpaid principal amount owing hereunder from time to time on the dates and at the rates and at the times specified in the Credit Agreement.

This Term Note is one of the “Term Notes” referred to in the Term Loan Agreement dated as of February 7, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, Broadstone Net Lease, Inc., a Maryland corporation, the financial institutions party thereto and their assignees under Section 13.6 thereof, and the Administrative Agent, and is subject to, and entitled to, all provisions and benefits thereof. Capitalized terms used herein and not defined herein shall have the respective meanings given to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of a Term Loan by the Lender to the Borrower in an aggregate amount not to exceed the Dollar amount first above mentioned, (b) permits the prepayment of the Term Loans by the Borrower subject to certain terms and conditions and (c) provides for the acceleration of the Term Loans upon the occurrence of certain specified events.

The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

Time is of the essence for this Term Note.

[This Term Note is given in replacement of the Term Note dated                  , 20    , in the original principal amount of $         previously delivered to the Lender under the Credit Agreement. THIS TERM NOTE IS NOT INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER OR IN CONNECTION WITH THE OTHER TERM NOTE.]¹

¹ Language to be included in case of an assignment and need to issue a replacement note to an existing Lender, either because such Lender’s Term Loan Commitment has increased or decreased from what it was initially.

F-1

THIS TERM NOTE 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.

[Signature on Next Page]

F-2

IN WITNESS WHEREOF, the undersigned has executed and delivered this Term Note under seal as of the date written above.

BROADSTONE NET LEASE, LLC

By:	Broadstone Net Lease, Inc.,
	Managing Member
By:
Name:
Title:

F-3

Signature Page to Term Note

EXHIBIT G

FORM OF COMPLIANCE CERTIFICATE

Reference is made to that certain Term Loan Agreement dated as of February 7, 2020 (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 JPMorgan Chase Bank, N.A., as Administrative Agent (together with its successors and assigns, the “Administrative Agent”). Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given to them in the Credit Agreement.

Pursuant to Section 9.3 of the Credit Agreement, the undersigned hereby certifies to the Administrative Agent and the Lenders that:

1.    The undersigned has reviewed the terms of the Credit Agreement and has made a review of the transactions, financial condition and other affairs of the Borrower and its Subsidiaries as of, and during the relevant accounting period ending on         , 20    .

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) sets 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 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, and (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.

3.    No Default or Event of Default exists [except as set forth on Attachment A hereto, which accurately describes the nature of the conditions(s) or event(s) that constitute (a) Default(s) or (an) Event (s) of Default and the actions which the Borrower (is taking)(is planning to take) with respect to such condition(s) or event(s)], and (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 is true and correct in all respects) 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 under the Credit Agreement.

G-1

IN WITNESS WHEREOF, the undersigned has signed this Compliance Certificate on and as of         , 20    .

Name:
Title:	1
	of Broadstone Net Lease, Inc.

¹  Certificate must be signed on behalf of the Parent by a Financial Officer (as defined in the Credit Agreement) of the Parent.

G-2

EXHIBIT H

FORM OF NOTICE OF TERM LOAN BORROWING

            , 20    

JPMorgan Chase Bank, N.A.

700 North Pearl Street, Floor 13, TXI2625,

Dallas, Texas 75201-7924

Attention: DLS – Elizabeth Mercado

Telephone: 214-965-2493

Email: elizabeth.mercado@chase.com

Ladies and Gentlemen:

Reference is made to that certain Term Loan Agreement dated as of February 7, 2020 (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 JPMorgan Chase Bank, N.A., as Administrative Agent (together with its successors and assigns, the “Administrative Agent”). Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement.

1. Pursuant to Section 2.2(b) of the Credit Agreement, the Borrower hereby requests that the Lenders make Term Loans to the Borrower in an aggregate amount equal to $[        ].

2. The Borrower requests that such Term Loans be made available to the Borrower on         .

3. The Borrower hereby requests that such Term Loans be of the following Type:

[Check one box only]

☐ Base Rate Loan

☐ LIBOR Loan, with an initial Interest Period for a duration of:

[Check one box only]

☐ one month

☐ three months

☐ six months

4. The Borrower requests that the proceeds of such Term Loans be made available

by                                                                                                                                                                                

H-1

The Borrower hereby certifies to the Administrative Agent and the Lenders that as of the date hereof, as of the date of the making of the requested Term Loans, and after making such Term Loans, (a) no Default or Event of Default shall exist; and (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 is true and correct in all respects) 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 permitted under the Credit Agreement In addition, the Borrower certifies to the Administrative Agent and the Lenders that all conditions to the making of the requested Term Loans contained in Article VI of the Credit Agreement will have been satisfied at the time such Term Loans are made.

BROADSTONE NET LEASE, LLC

By:	Broadstone Net Lease, Inc.,
	Managing Member
By:
Name:
Title:

H-2

EXHIBIT I-1

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Term Loan Agreement dated as of February 7, 2020 (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 JPMorgan Chase Bank, N.A., as Administrative Agent (together with its successors and assigns, the “Administrative Agent”).

Pursuant to the provisions of Section 3.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan (s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c) (3)(A) of the Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3) (B) of the Code and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Agent and Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower and Agent, and (2) the undersigned shall have at all times furnished Borrower and Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:
Name:
Title:
Date:	, 20

I-1-1

EXHIBIT I-2

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Term Loan Agreement dated as of February 7, 2020 (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 JPMorgan Chase Bank, N.A., as Administrative Agent (together with its successors and assigns, the “Administrative Agent”).

Pursuant to the provisions of Section 3.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
By:
Name:
Title:
Date:	, 20

I-2-1

EXHIBIT I-3

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Term Loan Agreement dated as of February 7, 2020 (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 JPMorgan Chase Bank, N.A., as Administrative Agent (together with its successors and assigns, the “Administrative Agent”).

Pursuant to the provisions of Section 3.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
By:
Name:
Title:
Date:	, 20

I-3-1

EXHIBIT I-4

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Term Loan Agreement dated as of February 7, 2020 (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 JPMorgan Chase Bank, N.A., as Administrative Agent (together with its successors and assigns, the “Administrative Agent”).

Pursuant to the provisions of Section 3.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Agent and Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower and Agent, and (2) the undersigned shall have at all times furnished Borrower and Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
Name:
Title:
Date:	, 20

EX-10.2

Exhibit 10.2

GUARANTY

THIS GUARANTY dated as of February 7, 2020 (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 JPMorgan Chase Bank, N.A., 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 February 7, 2020 (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 “Parent Guarantor”), 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 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;

2

(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;

(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,

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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.

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.

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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 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

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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.

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

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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.

(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

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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 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 Term Loan Commitments have expired or terminated. Subject to Section 10 of this

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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

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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; 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.,
a Maryland corporation
By:	/s/ Ryan M. Albano
Name:	Ryan M. Albano
Title:	Chief Financial Officer
Address for Notices:
800 Clinton Square
Rochester, New York 14604
Attn:   Chief Financial Officer
Telecopy Number:      (585) 625-3680
Telephone Number:    (585) 287-6498

Signature Page to Guaranty

ANNEX I

FORM OF ACCESSION AGREEMENT

THIS ACCESSION AGREEMENT dated as of                 , 20    , executed and delivered by                     , a                      (the “New Guarantor”), in favor of JPMorgan Chase Bank, N.A., 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 February 7, 2020 (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 “Parent Guarantor”), 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 February 7, 2020 (as amended, supplemented, restated or otherwise modified from time to time, the “Guaranty”), made by the Parent Guarantor 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:

Annex I-1

(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);

(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], a [                    ]

By:

Name:

Title:

Address for Notices:

c/o

Attn:

Telecopy Number: 

Telephone Number:

Accepted:

JPMORGAN CHASE BANK, N.A., as

Administrative Agent

By:

Name:

Title:

Signature Page to Accession Agreement

Annex I-3

EX-10.3

Exhibit 10.3

EXECUTION VERSION

TAX PROTECTION AGREEMENT

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of February 7, 2020, by and among BROADSTONE NET LEASE, INC., a Maryland corporation (the “REIT”), BROADSTONE NET LEASE, LLC, a New York limited liability company (the “Operating Company”), and the persons listed on Schedule A hereof (each a “Contributor” and, collectively, the “Contributors”).

WHEREAS, on the date hereof, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), Broadstone Real Estate, LLC (“BRE”), a New York limited liability company, merged with and into the Operating Company, with the Operating Company surviving the merger (the “Merger”), such that the Operating Company acquired all of the assets of BRE (collectively, the “Contributed Property”) subject to the BRE Existing Credit Facilities (as defined in the Merger Agreement);

WHEREAS, in accordance with the Merger Agreement, it is intended for federal income tax purposes that, except as provided in Treasury Regulation Section 1.708-1(c)(4), the Merger be treated as an “assets-over” form of merger, governed by Treasury Regulation Section 1.708-1(c)(3)(i), pursuant to which BRE contributes all of its assets and liabilities to the Operating Company in exchange for the OP Merger Consideration and rights with respect to the OP Earnout Consideration (as such terms are defined in the Merger Agreement) in a transaction qualifying under Section 721(a) of the Code and, immediately thereafter, BRE distributes such OP Merger Consideration and rights with respect to the OP Earnout Consideration to its members, with the Operating Company being a continuation of the Operating Company pursuant to Treasury Regulation Section 1.708-1(c)(1);

WHEREAS, in partial consideration for the Merger, each Contributor has elected to receive the limited liability company membership units (“Membership Units”) in the Operating Company listed next to such Contributor’s name on Schedule A hereto; and

WHEREAS, in accordance with the terms of the Merger Agreement, the parties desire to enter into this Agreement regarding certain tax matters associated with the Merger.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the REIT, the Operating Company, and the Contributors hereby enter into this Agreement and covenant and agree as follows:

ARTICLE 1

DEFINITIONS

To the extent not otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in the Operating Agreement (as defined below).

“Accounting Firm” has the meaning set forth in Section 3.4.

“Agreement” has the meaning set forth in the Preamble.

“BRE” has the meaning set forth in the Recitals.

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

“Contributor” has the meaning set forth in the Preamble.

“Contributed Property” has the meaning set forth in the Recitals.

“Final Determination” means (i) a decision, judgment, decree, or other order by any court of competent jurisdiction, which decision, judgment, decree, or other order has become final after all allowable appeals by either party to the action have been exhausted or after the time for filing such appeals has expired, (ii) a binding settlement agreement entered into in connection with an administrative or judicial proceeding, (iii) the expiration of the time for instituting a claim for refund, or if such a claim was filed, the expiration of the time for instituting suit with respect thereto, or (iv) the expiration of the time for instituting suit with respect to a claimed deficiency.

“Fundamental Transaction” means a merger, consolidation or other combination of the Operating Company with or into any other entity, a transfer of all or substantially all of the assets of the Operating Company, any reclassification, recapitalization or change of the outstanding equity interests of the Operating Company, a conversion of the Operating Company into another form of entity, or any other strategic transaction undertaken by the Operating Company pursuant to which the Membership Units of a Protected Member are exchanged for cash, equity in any other entity, or any other property.

“Indirect Owner” means (i) any Person owning an equity interest in a Protected Member, (ii) in the case of any Indirect Owner that itself is an entity that is classified as a partnership, disregarded entity, or subchapter S corporation for federal income tax purposes, any Person owning an equity interest in such entity, and (iii) in the case of any Protected Member or Indirect Owner that is a trust of which the grantor is treated as the owner of such trust for federal income tax purposes, such grantor.

“Maximum Indemnification Amount” means ten million dollars ($10,000,000.00).

“Membership Units” has the meaning set forth in the Recitals.

“Merger” has the meaning set forth in the Recitals.

“Merger Agreement” has the meaning set forth in the Recitals.

“Minimum Liability Amount” means, for each Protected Member, the amount set forth on Schedule A hereto next to such Protected member’s name, as amended from time to time, provided, however, that (1) upon any sale, exchange, transfer or disposition by a Protected Member of some or all of its Membership Units in a transaction in which the transferee’s adjusted basis in the transferred property is determined for federal income tax purposes wholly by reference to the transferor’s adjusted basis in such transferred property, the Minimum Liability Amount of the transferor Protected Member shall be allocated to the transferee (and the Minimum Liability Amount of the transferor shall be correspondingly reduced) in an amount that bears the same ratio to the Minimum Liability Amount of the transferor immediately before such transfer as the number of Membership Units transferred bears to the number of Membership Units held by the transferor immediately before such transfer or in such other manner as the transferor Protected Member may request, and (2) upon any other sale, exchange, transfer or disposition by either (a) a Protected Member of some or all of its Membership Units or (b) an Indirect Owner (not including an Indirect Owner that holds its indirect interest through an S corporation) of some or all of its direct or indirect equity interest in a Protected Member, such Protected Member’s Minimum Liability Amount shall be reduced to the extent of (X) in situation (2)(a), any gain recognized by the Protected Member (or, in the case of a transfer resulting from the death of a Protected Member, the difference between the adjusted tax basis, for federal income tax purposes, of the transferee with respect to such units and the adjusted tax basis, for federal income tax purposes, of the transferor with respect to such units), and (Y) in situation (2)(b), any gain recognized by the Indirect Owner (or, in the case of a transfer resulting from the death of an Indirect Owner, the difference between the adjusted tax basis, for federal income tax purposes, of the

Tax Protection Agreement Page 2

transferee with respect to the transferred property and the adjusted tax basis, for federal income tax purposes, of the transferor with respect to such property).

“Non-Recourse Indebtedness” means the type of indebtedness which is described in Treasury Regulation Section 1.752-1(a)(2).

“Operating Company” has the meaning set forth in the Preamble.

“Operating Agreement” means the Amended and Restated Operating Agreement of the Operating Company, as the same has been heretofore been amended from time to time and may be further amended in accordance with the terms thereof.

“Person” means an individual, trust, partnership, association, corporation, limited liability company, or other entity.

“Per Unit Threshold” means twenty-seven dollars and sixty cents ($27.60); provided, however, that, in the event of a Prohibited Transaction that consists of a disposition of less than all of the Protected Property, appropriate and equitable adjustments to the Per Unit Threshold shall be made.

“Prohibited Transaction” has the meaning set forth in Section 2.1.

“Protected Gain” shall mean, with respect to each Protected Member, (a) income or gain allocated to or recognized by such Protected Member or an Indirect Owner of such Protected Member for federal income tax purposes from a Fundamental Transaction, (b) income or gain allocated to or recognized by such Protected Member or an Indirect Owner of such Protected Member by reason of a breach of the Operating Company’s obligations set forth in Section 2.2, and (c) income or gain under Section 704(c) of the Code and the Treasury Regulations thereunder allocated to or recognized by such Protected Member or an Indirect Owner of such Protected Member from a disposition of Protected Property; provided, however, that, with respect to each Protected Member, such gain shall not exceed the amount set forth on Schedule A hereto next to such Protected Member’s name (or the name of such Protected Member’s successor) under the heading “Protected Gain.”

“Protected Member” means each Contributor and each Person who (i) acquires Membership Units from one or more Contributors (or one or more other Protected Members) in a transaction in which gain or loss is not recognized in whole or in part and in which such transferee’s adjusted basis for federal income tax purposes is determined in whole or in part by reference to the adjusted basis of such Contributors (or such other Protected Members) in such Units, (ii) has notified the Operating Company of its status as a Protected Member, and (iii) provides all documentation reasonably requested by the Operating Company to verify such status, but excludes any Person that ceases to be a Protected Member pursuant to this Agreement.

“Protected Property” means (a) the Contributed Property and (b) any Subsidiary which owns the Contributed Property.

“REIT” has the meaning set forth in the Preamble.

“Subsidiary” means any entity in which the Operating Company owns a direct or indirect interest that owns the Protected Property on the date hereof, or that thereafter is a successor to the Operating Company’s (or any other Subsidiary’s) direct or indirect interests in the Protected Property.

“Tax Protection Period” means the period commencing on the date hereof and ending at 12:01 AM

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on the tenth (10^th) annual anniversary of the date hereof.

“Treasury Regulations” means the proposed, temporary and final regulations promulgated under the Code in effect as of the date hereof and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations.

ARTICLE 2

PROHIBITED TRANSACTIONS

AND MINIMUM DEBT THRESHOLDS

2.1    Prohibited Transactions.

(a)      Except as otherwise provided in this Article 2, the Operating Company agrees for the benefit of each Protected Member and each Indirect Owner, for the term of the Tax Protection Period, not to directly or indirectly consummate (i) a sale, transfer, exchange, or other disposition of any Protected Property or any interest therein held directly or indirectly by the Operating Company, in a transaction that results in the recognition of any Protected Gain by any Protected Member, or (ii) any Fundamental Transaction that would result in the recognition of any Protected Gain by any Protected Member (any such disposition under clause (i) or Fundamental Transaction under clause (ii) taking place during the Protected Period, a “Prohibited Transaction”), without regard to whether such Prohibited Transaction is voluntary or involuntary.

(b)      If the Operating Company or the REIT consummates a Fundamental Transaction with any entity that is a publicly traded real estate investment trust (within the meaning of Section 856 of the Code) or any entity that is controlled by such a publicly traded real estate investment trust (a “Public REIT”), the Operating Company shall use commercially reasonable efforts to structure such transaction such that (i) in consideration for such transaction, the Protected Members may elect to receive interests in a partnership or limited liability company without recognition of gain for federal income tax purposes by the Protected Members; (ii) the consideration that is offered to the Protected Members is economically equivalent to the consideration that is offered to the owners of the common stock of the REIT; and (iii) the successor-in-interest of the Operating Company or of the REIT agrees to assume the obligations of the REIT or the Operating Company under this Agreement.

(c)      If the Operating Company or the REIT consummates a Fundamental Transaction with any entity other than a Public REIT, the Operating Company shall use commercially reasonable efforts to structure such transaction such that (i) in consideration for such transaction, the Protected Members may elect to receive interests in a partnership or limited liability company without recognition of gain for federal income tax purposes by the Protected Members; (ii) the consideration that is offered to the Protected Members is economically equivalent to the consideration that is offered to the owners of the common stock of the REIT; (iii) such transaction provides an opportunity for liquidity to the Protected Members; and (iv) the successor-in-interest of the Operating Company or of the REIT agrees to assume the obligations of the REIT or the Operating Company under this Agreement.

2.2      Allocation of Indebtedness.

(a)      Maintenance of Indebtedness. The Operating Company agrees to maintain, or caused to be maintained, sufficient indebtedness as will enable the Operating Company to meet the requirements set forth below in this Section 2.2.

(b)      Special Allocation of Liabilities.

Tax Protection Agreement Page 4

(i)       The parties acknowledge that, at the closing of the Merger, the BRE Existing Credit Facilities (as defined in the Merger Agreement) will become the debt of the Operating Company and that, in connection with the Merger, each Protected Member will provide a personal guarantee of a portion of the BRE Existing Credit Facilities corresponding to such Protected Member’s Minimum Liability Amount.

(ii)       Subject to any pre-existing obligations to any of the other Members of the Operating Company, at any time after the maturity or repayment of the BRE Existing Credit Facilities, the Operating Company shall allocate Non-Recourse Indebtedness to Protected Members by applying Treasury Regulation Section 1.752-3(a)(3) to allocate Non-Recourse Indebtedness attributable to the Protected Property (for purposes of Treasury Regulation Section 1.752-3) to such Protected Member up to the amount by which the “built-in Section 704(c) gain” with respect to the Protected Property exceeds the amount of the Non-Recourse Indebtedness considered secured by the Protected Property and allocated to such Protected Member under Treasury Regulation Section 1.752-3(a)(2).

(iii)      If the amount of Non-Recourse Indebtedness allocated to a Protected Member pursuant to Section 2.2(b)(ii) hereof would be less than such Protected Member’s Minimum Liability Amount, the Operating Company shall offer to such Protected Member the opportunity to enter into a guarantee, reimbursement, indemnification, or capital contribution obligation agreement pursuant to which such Protected Member would enter into a written obligation to guarantee, reimburse, indemnify, or contribute capital upon the occurrence of certain events in such an amount that, when combined with any allocation of Non-Recourse Indebtedness of the Operating Company pursuant to Section 2.2(b)(ii) hereof, is sufficient, in the reasonable judgment of the Protected Member, to cause such Protected Member to be allocated indebtedness of the Operating Company equal to such Protected Member’s Minimum Liability Amount; provided, however, that the Operating Company shall not be required to allocate any amount of indebtedness to a Protected Member unless an Accounting Firm is of the view that such allocation is more likely than not permissible under Section 752 of the Code and the Treasury Regulations thereunder. If the Operating Company satisfies its obligations under Sections 2.2(b)(ii) & (iii) hereof and such Protected Member elects not to enter into such a guarantee, reimbursement, indemnification, or capital contribution obligation agreement, then the Operating Company shall have no liability for monetary damages under Article 3 or otherwise for any taxes incurred by such Protected Member as a result of such election.

(c)      Minimum Liability Amount Notification Requirement. In the event that, at any time after the date hereof, a Protected Member engages or proposes to engage in a transaction that will result in an decrease in its Minimum Liability Amount, including, without limitation, a conversion of Membership Units into shares of the REIT’s common stock or the sale, transfer, or other disposition of Membership Units in a taxable transaction, such Protected Member shall provide written notice to the Operating Company setting forth the terms or proposed terms of such transaction and the information reasonably requested by the Operating Company so that the Operating Company can determine the Minimum Liability Amount following the completion of such transaction for purposes of complying with Section 2.2.

2.3      Section 704(c) Method. The Operating Company shall report allocations of income, gain, loss and deduction (as computed for tax purposes) with respect to the Merger and the contribution of the Contributed Property so as to take account of the Section 704(c) built-in gain of such property under Code Section 704(c) or the principles set forth in Treasury Regulation Section 1.704-3(a), as the case may be, using the “traditional method” under Treasury Regulation Section 1.704-3(b), subject to applicable law.

Tax Protection Agreement Page 5

2.4      No Representation With Regard to Tax Treatment. The Contributors hereby acknowledge and agree that neither the REIT nor the Operating Company gave the Contributors any tax advice in connection with the transactions contemplated herein and that the Contributors have relied on their own independent tax advisors and professionals.

2.5    Cooperation. If at any time the Operating Company does not have sufficient Non-Recourse Indebtedness to comply with Section 2.2 solely as a result of any amendments, changes, or modifications to the Code or the Treasury Regulations, then the Operating Company and such Protected Member shall cooperate with each other to discuss, evaluate, and (in each party’s sole and absolute discretion) take such further acts as may be reasonably necessary in order to ensure that such Protected Member does not recognize any Protected Gain; provided, however, that notwithstanding the foregoing, if the Operating Company satisfies its obligations under Section 2.2 and either (a) such Protected Member elects not to enter into a guarantee, reimbursement, indemnification, or capital contribution obligation agreement after such discussion and evaluation or (b) there is a Final Determination that such guarantee, reimbursement, indemnification, or capital contribution obligation agreement did not cause a special allocation of liabilities for federal income tax purposes to such Protected Member in the full amount intended, then the Operating Company shall have no liability for monetary damages under Article 3 or otherwise for any taxes incurred by such Protected Member as a result of such election or Final Determination.

ARTICLE 3

REMEDIES FOR BREACH

3.1      Monetary Damages. Subject to the terms and conditions of Article 2, in the event that either the Operating Company breaches its obligations set forth in Article 2 (other than Section 2.2), and any Protected Member or Indirect Owner recognizes Protected Gain, such Protected Member’s sole right shall be to receive from the Operating Company, and the Operating Company shall pay to such Protected Member as damages, an amount equal to the excess of (a) the aggregate federal, state, and local tax on income and Medicare taxes (including Section 1411 of the Code) incurred by such Protected Member or an Indirect Owner of such Protected Member with respect to the Protected Gain that is allocable to (or borne by) such Protected Member or Indirect Owner as a result of such breach (computed in accordance with Section 3.2) over (b) the product of the Per Unit Threshold and the number of outstanding Membership Units held by such Protected Member to which such breach relates. Subject to the terms and conditions of Article 2, in the event that the Operating Company breaches its obligations set forth in Section 2.2 and any Protected Member or Indirect Owner recognizes Protected Gain, such Protected Member’s sole right shall be to receive from the Operating Company, and the Operating Company shall pay to such Protected Member as damages, an amount equal to the aggregate federal, state, and local tax on income and Medicare taxes (including Section 1411 of the Code) incurred by such Protected Member or an Indirect Owner of such Protected Member with respect to the Protected Gain that is allocable to (or borne by) such Protected Member or Indirect Owner as a result of such breach (computed in accordance with Section 3.2). Notwithstanding anything to the contrary in this Section 3.1, the Operating Company’s total liability under this Agreement shall not exceed the Maximum Indemnification Amount. If, but for the previous sentence, as part of a single transaction or series of related transactions, the Operating Company’s liability to the Protected Members pursuant to this Section 3.1 would exceed the Maximum Indemnification Amount, any payments by the Operating Company to the Protected Members pursuant to this Section 3.1 as a result of such transaction or series of transactions shall be made first to the Protected Members who are Arlene Z. Leenhouts or trusts of which Arlene Z. Leenhouts is treated as the owner for federal income tax purposes, in proportion to their respective outstanding Membership Units as of the time of the breach, and the balance, if any, to the other Protected Members in proportion to their respective outstanding Membership Units as of the time of the breach.

Notwithstanding any provision of this Agreement to the contrary, the sole and exclusive rights and

Tax Protection Agreement Page 6

remedies of any Protected Member or Indirect Owner for a breach or violation of the covenants or obligations of the REIT or the Operating Company under this Agreement shall be a claim for damages against the Operating Company as specified in Section 3.1 of this Agreement, and no Protected Member or Indirect Owner shall be entitled to pursue a claim for specific performance or for any other damages.

3.2      Computation. For purposes of computing the amount of federal, state, and local income taxes required to be paid by any Protected Member (or Indirect Owner), (i) any deduction for state income taxes payable as a result thereof actually allowed in computing federal income taxes shall be taken into account (but assuming limitation on full deductibility due to adjusted gross income levels), and (ii) such Protected Member’s (or Indirect Owner’s) tax liability shall be computed using the highest federal, state and local marginal income tax rates (including any surtaxes and Medicare taxes under Section 1411 of the Code) that would be applicable to such Protected Member’s (or Indirect Owner’s) taxable income (taking into account the character and type of such income or gain) for the year with respect to which the taxes must be paid, without regard to any deductions, losses or credits that may be available to such Protected Member (or Indirect Owner).

3.3      Required Notices; Time for Payment. In the event that there has been a breach of Article 2 during the Tax Protection Period, the Operating Company shall provide to each Protected Member written notice of the transaction, event or other circumstance giving rise to such breach not later than thirty (30) days after occurrence of a breach. As soon as reasonably practicable after giving notice of breach, but in no event more than sixty (60) days after occurrence of a breach, the Operating Company shall be obligated to (i) provide each Protected Member with a detailed calculation of the amount of each Protected Member’s damage payment as determined under this Article 3, and (ii) provide each Protected Member with such evidence or verification as such Protected Member may reasonably require as to the items necessary to confirm the calculation of such amount. Subject to the negotiation and final resolution of any disagreements in accordance with Section 3.4, all payments required under this Article 3 to a Protected Members shall be made in immediately available funds to such Protected Member on or before April 10 of the year following the year in which the gain recognition event giving rise to such payment took place.

3.4      Process for Determining Damages. If the Operating Company has breached or violated any of the covenants set forth in Article 2 (or any Protected Member asserts that the Operating Company has breached or violated any of the covenants set forth in Article 2), the Operating Company and such Protected Member agree to negotiate to resolve any disagreements regarding any such breach or violation and the amount of damages, if any, payable to such Protected Member under Section 3.1. If any such disagreement cannot be resolved by the Operating Company and such Protected Member within sixty (60) days after the receipt of notice from the Operating Company of such breach and the amount of income to be recognized by reason thereof (or, if applicable, receipt by the Operating Company of an assertion by such Protected Member that the Operating Company has breached or violated Article 2), then the Operating Company and such Protected Member shall jointly retain a nationally or regionally recognized independent public accounting firm that is mutually acceptable to the Company and such Protected Member (an “Accounting Firm”) to act as an arbitrator to resolve as expeditiously as possible all points of any such disagreement. All determinations made by the Accounting Firm with respect to the resolution of any breach or violation of any of the covenants set forth in Article 2 and the amount of damages payable to such Protected Member under Section 3.1 shall be final, conclusive and binding on the Operating Company and such Protected Member. The fees and expenses of any Accounting Firm incurred in connection with any such determination shall be shared equally by the Operating Company and such Protected Member.

Tax Protection Agreement Page 7

ARTICLE 4

TERMINATION

4.1      Termination. This Agreement shall terminate immediately and be of no further force or effect upon the earliest to occur of any one of the following:

(a)        the mutual agreement of the parties hereto or their respective successors or assigns;

(b)        the date on which all Protected Members (or successor Protected Members) have converted into shares of the REIT’s common stock or sold, transferred, or otherwise disposed of all of the Membership Units that were acquired by the Protected Members pursuant to the Merger in one or more taxable transactions;

(c)        there is a Final Determination that no portion of the Merger qualified for tax-deferred treatment under Section 721 of the Code; or

(d)        the Operating Company has made payments pursuant to Section 3.1 equal to the Maximum Indemnification Amount.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

5.1      Representations and Warranties of the REIT and the Operating Company. The REIT and the Operating Company represent and warrant to each Protected Member that: (a) the REIT is a Maryland corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has the power to enter into this Agreement and to consummate the transactions contemplated by this Agreement; (b) the Operating Company is a limited liability company duly organized and validly existing under the laws of the State of New York and has the power to enter into this Agreement and to consummate the transactions contemplated by this Agreement; (c) all necessary action has been taken by each of them to authorize the execution, delivery and performance of this Agreement and the transaction documents and agreements contemplated hereby, the officer executing this Agreement on their behalf is duly authorized and has the full power, authority and legal right to enter into this Agreement and to bind each of them to the transactions contemplated by this Agreement, and this Agreement is their legal, valid and binding obligation of it, enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency and other laws of general application affecting the rights of creditors and subject to the effect of general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity; and (d) no bankruptcy, insolvency, rearrangement or similar action or proceeding, whether voluntary or involuntary, is pending or, to its knowledge, threatened against the REIT or the Operating Company, nor has the REIT or the Operating Company any intention of filing or commencing any such action or proceeding; (e) neither the entering into of this Agreement nor the consummation of the transactions contemplated by this Agreement will constitute or result in a violation or breach of any contract or any other instrument or agreement to which it or its assets may be subject to or bound or constitute a violation or breach by it of any judgment, order, writ, injunction or decree issued against or imposed upon it or will result in a violation of any applicable law, order, rule or regulation of any duly constituted governmental authority.

5.2      Representations and Warranties of the Protected Members. Each Protected Member represents and warrants to the Operating Company that: (a) no bankruptcy, insolvency, rearrangement or similar action or proceeding, whether voluntary or involuntary, is pending or, to its knowledge, threatened against it, nor has it any intention of filing or commencing any such action or proceeding; and (b) neither the entering into of this Agreement nor the consummation of the transactions contemplated by this

Tax Protection Agreement Page 8

Agreement will constitute or result in a violation or breach of any contract or any other instrument or agreement to which it or its assets may be subject to or bound or constitute a violation or breach by it of any judgment, order, writ, injunction or decree issued against or imposed upon it or will result in a violation of any applicable law, order, rule or regulation of any duly constituted governmental authority.

ARTICLE 6

MISCELLANEOUS

6.1      Amendment. This Agreement may not be amended, directly or indirectly (including by reason of a merger between either the Operating Company or the REIT and another entity) as to any Protected Member except by a written instrument signed by the REIT, the Operating Company, and such Protected Member.

6.2      Additional Actions and Documents. Each of the parties hereto hereby agrees to take or cause to be taken such further actions, to execute, deliver, and file or cause to be executed, delivered and filed such further documents (including, in connection with any claim by a Protected Member pursuant to Section 3.1, any and all work papers and other supporting information and documents necessary or helpful to evaluate the calculation of the amount of the indemnity payment, if any, owed to such Protected Member), and will obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms, and conditions of this Agreement.

6.3      Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of each Protected Member and its successors and assigns, whether so expressed or not.

6.4      Modification; Waiver. No failure or delay on the part of any party hereto in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and not exclusive of any rights or remedies which they would otherwise have. No modification or waiver of any provision of this Agreement, nor consent to any departure by any party therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

6.5      Captions. The Article and Section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

6.6      Notices. Any notice, request, tender, demand, delivery, approval or other communication provided for, required or arising under this Agreement shall be in writing and shall be deemed delivered: (a) if delivered in person, upon delivery to an individual or to an officer of a corporate party; (b) if mailed, three business days following deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, or if delivered via overnight courier with instructions to deliver the next business day, one business day after delivery to such overnight courier, in either case, addressed to the other party or parties at the address or addresses below or at such other address or addresses of which such party may give notice in accordance with the provisions of this Article 6; or, (c) if by fax or email, upon receipt of confirmation of the fax or email transmittal, transmitted to the other party or parties at the fax number or email address provided below or such other fax number or email address of which such party may give notice in accordance with the provisions of this Article 6. Any and all such notices may be given on behalf of a party by its below named attorney.

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REIT or the
Operating Company:	Broadstone Net Lease, Inc.
	800 Clinton Square
	Rochester, NY 14604
	Attn: John Moragne
	Fax: 585.287.6506
	Email: John.Moragne@broadstone.com
With a copy to:	Cameron Cosby
	Fried, Frank, Harris, Shriver & Jacobson LLP
	801 17th Street, NW
	Washington, DC 20006
	Tel: 202-639-7000
	Fax: 202-639-7003
	Email: Cameron.Cosby@friedfrank.com
Protected Members:	To each Protected Member’s address on file with the Company
With a copy to:	Lary S. Wolf
	ROBERTS & HOLLAND LLP
	1675 Broadway
	New York, NY 10019-5844
	Tel: 212-903-8719
	Fax: 212-974-3059
	Email: lwolf@rhtax.com

6.7      Counterparts. This Agreement may be executed in any number of counterparts, each of which, when taken together and confirmed between the attorneys identified herein, shall constitute but one and the same fully executed instrument. Signatures on counterparts of this Agreement that are delivered via fax, email or by other electronic means are authorized and shall be acknowledged as if such signatures were an original execution.

6.8      Governing Law. The interpretation and construction of this Agreement, and all matters relating thereto, shall be governed by the laws of the State of New York, without regard to the choice of law provisions thereof.

6.9      Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable and the remaining provisions of this Agreement shall remain in full force.

6.10      Entire Agreement. This Agreement and the documents and instruments delivered and to be delivered hereunder constitute the entire agreement of the parties and their respective affiliates and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement.

6.11      Attorney’s Fees. In a suit relating to a breach of this Agreement or any provision contained herein or to enforce this Agreement or any provision contained herein, each party shall pay such party’s own attorney fees and court costs incurred in such suit and any appeal thereof.

6.12      Subsidiary Entities. Any entity controlled by the Operating Company or the REIT that holds an interest in the Protected Property shall be bound by all of the limitations and restriction to which

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the Operating Company is subject hereunder as if such entity were originally a signatory to this Agreement in addition to the Operating Company and the REIT, and the Operating Company has executed this Agreement for and on behalf of each such entity.

6.13      Interpretation. The principle that an agreement should be construed against the party drafting the agreement shall not apply to this Agreement as both parties hereto have contributed substantially in the negotiation and drafting of this Agreement. The captions of this Agreement are inserted for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or any term hereof. All personal pronouns used in this Agreement, whether used in the masculine, feminine, or neuter gender, shall include all other genders. The singular shall include the plural and vice versa.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Tax Protection Agreement to be duly executed the day and year first above written.

REIT:	Broadstone Net Lease, Inc.,
	a Maryland corporation
	By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Executive Officer
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/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Executive Officer

[Signature Page to Tax Protection Agreement]

CONTRIBUTORS:	Amy L. Tait
	/s/ Amy L. Tait
	Broadstone Ventures, LLC
	By:	/s/ Amy L. Tait
	Name:	Amy L. Tait
	Title:	Chief Executive Officer
	Robert C. Tait as General Trustee of the Irrevocable Trust FBO Margaret S. Tait dated December 18, 2017
	By:	/s/ Robert C. Tait
	Name:	Robert C. Tait
	Title:	General Trustee
	Robert C. Tait as General Trustee of the Irrevocable Trust FBO Alex N. Tait dated December 18, 2017
	By:	/s/ Robert C. Tait
	Name:	Robert C. Tait
	Title:	General Trustee

[Signature Page to Tax Protection Agreement]

EX-10.4

Exhibit 10.4

BROADSTONE NET LEASE, INC.

REGISTRATION RIGHTS AGREEMENT

Dated February 7, 2020

TABLE OF CONTENTS

Article I DEFINITIONS		2
Section 1.1	Certain Definitions	2
Article II REGISTRATION RIGHTS		6
Section 2.1	Shelf Registration Statement	6
Section 2.2	Demand Registration Rights	7
Section 2.3	Company Public Offerings	9
Section 2.4	Registration Suspension	10
Section 2.5	Holdback Agreement	11
Section 2.6	Registration Procedures	11
Section 2.7	Registration Expenses	15
Section 2.8	Indemnification	16
Section 2.9	Transfer of Registration Rights	19
Section 2.10	Current Public Information	20
Section 2.11	General Rules Applicable to Registration Statements	21
Section 2.12	In-Kind Distributions	21
Article III MISCELLANEOUS		21
Section 3.1	Notices	21
Section 3.2	Counterparts	21
Section 3.3	Assignment	21
Section 3.4	Termination	21
Section 3.5	Descriptive Headings	22
Section 3.6	Specific Performance	22
Section 3.7	Governing Law	22
Section 3.8	Severability	22
Section 3.9	Waiver of Jury Trial; Consent to Jurisdiction	22
Section 3.10	Amendments; Entire Agreement	22
Section 3.11	Merger or Consolidation	23
Section 3.12	No Recourse	23

i

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 7, 2020, by and among Broadstone Net Lease, Inc., a Maryland corporation (the “Company”), Broadstone Net Lease, LLC, a New York limited liability company and subsidiary of the Company and of which the Company is the managing member (“BNL OP”), the members of BNL OP listed on the signature page hereof (the “Members”) and the stockholders of the Company listed on the signature page hereof.

WHEREAS, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 11, 2019, by and among Broadstone Real Estate, LLC, a New York limited liability company (“BRE”), Trident BRE Holdings I, Inc., a Delaware corporation, Trident BRE Holdings II, Inc., a Delaware corporation, the Company, BNL OP, Broadstone Net Lease Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, Broadstone Net Lease Sub 2, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, and, solely for purposes of Sections 6.18, 6.19 and 6.20 thereof, Trident BRE Holdings I, L.P., a Delaware limited partnership, and Trident BRE Holdings II, L.P., a Delaware limited partnership, upon the Closing (as defined in the Merger Agreement), BRE will be merged with and into BNL OP, with BNL OP surviving the merger;

WHEREAS, upon the Closing, certain of the units of BRE will be converted into the right to receive OP Units (as defined below);

WHEREAS, the Company and certain of the Members are parties to the Amended and Restated Operating Agreement of BNL OP, dated as of December 31, 2007, as amended by Amendment No. 1, dated as of the date hereof (as may be further amended, amended and restated or otherwise modified from time to time, the “BNL OP Operating Agreement”), establishing and setting forth, among other things, their agreement with respect to certain rights and obligations associated with ownership of Membership Units, as defined in the BNL OP Operating Agreement (the “OP Units”);

WHEREAS, as of the date hereof, the Company is contemplating an initial public offering of shares of its Class A Common Stock (the “IPO”); and

WHEREAS, in connection with the contemplated IPO and the entry into the BNL OP Operating Agreement, the Company has agreed to grant certain holders of its securities the registration rights set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1    Certain Definitions. For the purposes of this Agreement, the following terms shall have the following meanings:

“Adverse Disclosure” shall have the meaning set forth in Section 2.2.3 of this Agreement.

“Affiliate” means with, respect to a specified Person, any Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, the specified Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor or otherwise.

“Affiliated Investor” means, with respect to any Holder, (a) any investment fund or holding company that is directly or indirectly managed or advised by a manager or advisor of such Holder or any of its Affiliates and (b) any of its Affiliates or any other Person who or which is otherwise an Affiliate of any such Holder (other than the Company and its subsidiaries).

“Agreement” shall have the meaning set forth in the Preamble of this Agreement.

“BNL OP” shall have the meaning set forth in the Preamble of this Agreement.

“BNL OP Operating Agreement” shall have the meaning set forth in the Recitals of this Agreement.

“Board of Directors” means the Board of Directors of the Company.

“BRE” shall have the meaning set forth in the Recitals of this Agreement.

“Business Day” means any day excluding a Saturday, a Sunday and any other day on which banks are required or authorized to close in New York.

“Common Stock” means the shares of common stock, par value $0.001 per share, of the Company.

“Common Stock Equivalents” means any rights, warrants, options, convertible securities or indebtedness, exchangeable securities or indebtedness, or other rights, exercisable for or convertible or exchangeable into, directly or indirectly, Common Stock and securities convertible or exchangeable into Common Stock, whether at the time of issuance or upon the passage of time or the occurrence of such future event, including OP Units.

“Company” shall have the meaning set forth in the Preamble of this Agreement.

“Company Notice” means written notice of a Company Public Offering.

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“Company Public Offering” shall have the meaning set forth in Section 2.3(a) of this Agreement.

“Demand Notice” shall have the meaning set forth in Section 2.2.2(b) of this Agreement.

“Demand Offering” shall have the meaning set forth in Section 2.2.1(a) of this Agreement.

“Demand Registrable Shares” shall mean Registrable Shares issued to or owned by the Trident Holders.

“Demand Registration Statement” shall have the meaning set forth in Section 2.2.1(a) of this Agreement.

“Demand Request” shall have the meaning set forth in Section 2.2.1(a) of this Agreement.

“Effective Date” means the effective date of the Company’s registration statement on Form S-1 filed in connection with the IPO.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations promulgated by the SEC thereunder.

“Excluded Registration” means a registration under the Securities Act of (a) securities registered on Form S-4 or S-8 or any similar successor forms, (b) securities registered in connection with a “bought deal” or “block trade” by the Trident Holders and (c) securities registered to effect the acquisition of, or combination with, another Person, other than in each case the registration and sale of securities by the Company in which it receives cash proceeds.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“Holder” means each Trident Holder and Tait Family Member.

“Holder Affiliates” shall have the meaning set forth in Section 2.8(a) of this Agreement.

“Inspectors” shall have the meaning set forth in Section 2.6(h) of this Agreement.

“IPO” shall have the meaning set forth in the Recitals of this Agreement.

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of Registrable Shares.

“Launch Date” shall have the meaning set forth in Section 2.5(a) of this Agreement.

“Lockup Period” shall have the meaning set forth in Section 2.5(b) of this Agreement.

“Majority Requesting Holders” shall have the meaning set forth in Section 2.2.2(c) of this Agreement.

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“Material Adverse Effect” shall have the meaning set forth in Section 2.2.2(c) of this Agreement.

“Members” shall have the meaning set forth in the Preamble of this Agreement.

“Merger Agreement” shall have the meaning set forth in the Recitals of this Agreement.

“OP Units” shall have the meaning set forth in the Recitals of this Agreement.

“Permitted Transferee” shall have the meaning set forth in Section 2.9(a) of this Agreement.

“Person” shall mean an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity.

“Piggyback Notice” shall have the meaning set forth in Section 2.3(a) of this Agreement.

“Piggyback Registration” shall have the meaning set forth in Section 2.3(a) of this Agreement.

“Primary Shares” means shares of Common Stock issued by the Company after the date hereof.

“Prospectus” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including pre- and post-effective amendments to such Registration Statement, and all other material incorporated by reference in such prospectus.

“Public Offering” means an underwritten public offering and sale of Common Stock pursuant to a registration statement, including a “bought” deal or “overnight” public offering.

“Records” shall have the meaning set forth in Section 2.6(h) of this Agreement.

“Redemption Shares” shall mean Common Stock issued by the Company, from time to time, to Holders in exchange for OP Units pursuant to the terms of the BNL OP Operating Agreement.

“register,” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

“Registrable Shares” shall mean, with respect to any Holder, (a) shares of Common Stock owned immediately following the closing of the IPO; (b) the shares of Common Stock issued pursuant to the Merger Agreement; (c) Redemption Shares; and (d) any additional securities issued or issuable as a dividend or distribution on, in exchange for, or otherwise in respect of, such shares of Common Stock or Redemption Shares (including by way of share dividend or stock split or in connection with a combination of shares, recapitalization, merger,

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consolidation or other reorganization or otherwise and any shares of Common Stock issuable upon conversion, exercise or exchange thereof); provided, however, that Registrable Shares shall not include any shares of Common Stock (i) that have been sold pursuant to an effective registration statement under the Securities Act; (ii) that have been sold pursuant to Rule 144 under the Securities Act; (iii) that have been transferred to anyone other than a Permitted Transferee; or (iv) that have ceased to be outstanding.

“Registration Expenses” shall have the meaning set forth in Section 2.7 of this Agreement.

“Registration Statement” means a Shelf Registration Statement or a registration statement filed in order to effect a Demand Offering or a Company Public Offering.

“Registration Suspension” shall have the meaning set forth in Section 2.4 of this Agreement.

“Required Filing Date” shall have the meaning set forth in Section 2.2.1(a) of this Agreement.

“SEC” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations promulgated by the SEC thereunder.

“Shelf Period” shall have the meaning set forth in Section 2.1(b) of this Agreement.

“Shelf Registration Statement” shall have the meaning set forth in Section 2.1(a) of this Agreement.

“Shelf Resale” shall have the meaning set forth in Section 2.1(c) of this Agreement.

“Tait Family Member” shall mean any of Broadstone Ventures, LLC, Amy L. Tait, Robert C. Tait as General Trustee of the Irrevocable Trust FBO Margaret S. Tait dated December 18, 2017, and Robert C. Tait as General Trustee of the Irrevocable Trust FBO Alex N. Tait dated December 18, 2017, and their Permitted Transferees.

“Trident Holders” shall mean any fund managed by Stone Point Capital LLC and their Affiliates and Permitted Transferees, including, without limitation, Trident BRE, LLC, Trident BRE Holdings I Ltd and Trident BRE Holdings II Ltd.

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ARTICLE II

REGISTRATION RIGHTS

Section 2.1        Shelf Registration Statement.

(a)      The Company shall use commercially reasonable efforts to prepare and file with the SEC, on or before the date that is 180 days following the IPO, one or more registration statements on (i) Form S-3, or (ii) Form S-11, if for any reason the Company is not eligible to use Form S-3, or a successor form (a “Shelf Registration Statement”), relating to the redemption of OP Units and the offer and sale on a delayed or continuous basis in accordance with Rule 415 under the Securities Act of all Registrable Shares by the Holders from time to time and, if any such Shelf Registration Statement does not become effective automatically, shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as reasonably practicable; provided, however, that the Company shall not be required to file a Shelf Registration Statement on Form S-11 unless (a) the Company shall not have filed or caused to become effective a Shelf Registration Statement on Form S-3 by the first anniversary of the IPO or (b) the Company thereafter becomes ineligible to use Form S-3 for such Shelf Registration Statement.

(b)      The Company shall use commercially reasonable efforts to keep a Shelf Registration Statement continuously effective under the Securities Act (including, but not limited to, the preparation and filing of any amendments and supplements necessary for that purpose) in order to permit the Prospectus forming a part thereof to be usable by Holders until the date as of which the holders of Registrable Shares no longer own any Registrable Shares (such period of effectiveness, the “Shelf Period”). The Company shall not be deemed to have used commercially reasonable efforts to keep a Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Holders covered by a Shelf Registration Statement not being able to offer and sell any Registrable Shares pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is (i) a Registration Suspension or (ii) required by applicable law.

(c)      Except as otherwise provided in this Agreement and subject to any applicable transfer restrictions in the BNL OP Operating Agreement and applicable law, each Holder shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell its Registrable Shares then registered pursuant to such Shelf Registration Statement, which resale may be underwritten (each, a “Shelf Resale”), provided, however, that any underwritten Shelf Resale shall be subject to the applicable terms, conditions and limitations set forth in Section 2.2.1(a) and the first sentence of Section 2.2.1(b). Except as otherwise provided in Section 2.2 below, a Holder initiating a Shelf Resale shall not be required to permit the offer and sale of Registrable Shares by any other Holders in connection with any such Shelf Resale.

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Section 2.2        Demand Registration Rights.

2.2.1.        Demand Requests.

(a)      Except as otherwise provided in this Section 2.2, any one or more of the Trident Holders may request the Company in writing (a “Demand Request”) to sell all or any portion of its or their Registrable Shares pursuant to a Registration Statement (each, a “Demand Offering”). Upon receipt of such Demand Request from the Trident Holders, the Company shall use commercially reasonable efforts to (i) prepare and file, on or before the date that is (A) 75 days after receiving such Demand Request in the case of a registration statement on Form S-11 or (B) 30 days after receiving such Demand Request in the case of a registration statement on Form S-3 (the “Required Filing Date”), a registration statement relating to the Demand Registrable Shares (a “Demand Registration Statement”) and (ii) if such Demand Registration Statement does not become effective automatically, cause such Demand Registration Statement to be declared effective by the SEC as promptly as reasonably practicable; provided, however, that in no event shall the Company be obligated under this Section 2.2 to (x) file a Demand Registration Statement prior to the IPO or the expiration of any underwriter’s lock-up period in connection with the IPO; and (y) file more than two (2) Demand Registration Statements. Notwithstanding the foregoing, no Demand Request will be effective hereunder unless the aggregate value of the Registrable Shares included in such request at the time of such request exceed $50,000,000 or such request includes all Registrable Shares owned by the requesting Trident Holders at such time.

(b)      Notwithstanding the foregoing, no Demand Registration Statement shall be deemed to have been filed for purposes of this Section 2.2.1 if such Demand Registration Statement (i) does not become effective, (ii) is not maintained effective for 90 days (or such shorter period as shall terminate when all Registrable Shares covered by such Demand Registration Statement have been sold), (iii) in an underwritten Demand Offering is subject to a cutback in accordance with Section 2.2.2(c) and fails to include at least 80% of the Demand Registrable Shares proposed to be included by the Trident Holders in such Demand Registration Statement, or (iv) the Demand Offering pursuant to such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court. The Company shall bear and pay all Registration Expenses (as provided in Section 2.7); provided, however, that in the event the Trident Holders revoke a Demand Request or withdraw a Demand Offering (which revocation or withdrawal may only be made prior to the Company requesting acceleration of effectiveness of the relevant Demand Registration Statement or, in the case of a shelf takedown, prior to the signing of an underwriting agreement or similar agreement), other than an automatic withdrawal pursuant to Section 2.2.3, and the Company has incurred Registration Expenses and not been reimbursed by the Trident Holders, then the Demand Registration Statement shall count as having been filed for purposes of this Section 2.2.1.

(c)      The right to issue a Demand Request under this Section 2.2 is non-transferable and shall not be assigned to any transferee of Registrable Shares, including any Permitted Transferee, except in the case of a transfer by the Trident Holders to a Permitted Transferee of Registrable Shares representing not less than 50% of Registrable Shares held by the Trident Holders as of the date hereof.

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2.2.2.    General Procedures.

(a)      Each Demand Request shall specify: (i) the number of Demand Registrable Shares proposed to be sold and (ii) the intended method of disposition, to the extent then known.

(b)      Upon receipt of any Demand Request, the Company shall promptly (but in any event within the shorter of (i) five (5) days and (ii) the number of days from the Demand Request to the date of such Demand Offering) give written notice (the “Demand Notice”) of such proposed Demand Offering to the Tait Family Members. Notwithstanding the foregoing or any other provision of this Agreement, the Company shall not give any Demand Notice to any Tait Family Member as to any Demand Offering that is a “bought deal” or a “block trade” by the Trident Holders without the consent of the Trident Holders. Each Tait Family Member and each Holder that receives a Demand Notice shall have the right, exercisable by written notice to the Company within such period of time specified by the Company in such Demand Notice (but not to exceed five (5) days), to irrevocably elect to include in such Demand Offering such portion of its Registrable Shares as it may request.

(c)      If a Demand Offering shall be underwritten, the Holders of a majority of the Registrable Shares included in a Demand Request (the “Majority Requesting Holders”) shall have the right to (i) select the investment banking firm or firms to manage the Demand Offering (which firms shall be represented by counsel designated by the Company) and (ii) determine the plan of distribution, in each case, subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Except in the case of a “bought deal” or “block trade” by the Trident Holders, if such firm or firms advise the Company, the Trident Holders and any participating Tait Family Member that, in the reasonable opinion of such firm or firms, the number of Registrable Shares and Primary Shares requested to be included in the Demand Offering would materially delay or jeopardize the success of the offering (including the offering price per share) (a “Material Adverse Effect”), then, unless otherwise agreed by the parties, the Company shall include in such Demand Offering, such number of Registrable Shares which can be so sold without causing a Material Adverse Effect according to the following priority: first, those of the Trident Holders; second, those of any Tait Family Member; and third, any Primary Shares or shares of Common Stock proposed to be registered for the account of the Company or any other holders of Common Stock, as the case may be.

2.2.3.    Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, defer (but not more than twice in any 12-month period, and not within 120 days of any prior deferral) the filing or effectiveness (but not the preparation) of the Registration Statement or any amendment or supplement for a Shelf Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (b) below) if (a) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement (but would not be required if such Registration Statement were not filed), and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company

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and its stockholders (an “Adverse Disclosure”), or (b) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Public Offering pursuant to Section 2.3, and the Company had taken substantial steps (including, without limitation, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 2.2.3 shall be lifted, and the Registration Statement shall be filed promptly, if, in the case of a deferral pursuant to clause (a) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (b) of the preceding sentence, the proposed Company Public Offering is completed or abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 2.2.3, the Company shall promptly (but in any event within five (5) days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 and an approximation of the length of the anticipated delay. On the 20^th day after the Trident Holders have received such certificate, the Demand Request shall be deemed withdrawn automatically unless, prior to such 20^th day, the Trident Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawn.

Section 2.3        Company Public Offerings.

(a)      Except with respect to a Demand Offering, the procedures for which are addressed in Section 2.2, if the Company proposes to do a Public Offering of Primary Shares (other than (i) the IPO or (ii) an Excluded Registration) (a “Company Public Offering”), then, each such time after the IPO, the Company shall give prompt written notice of such Company Public Offering (no later than ten (10) days prior to the filing of the Registration Statement for such Company Public Offering or, if such Company Public Offering is pursuant to an effective Shelf Registration Statement, no later than two (2) Business Days prior to the launch of such Company Public Offering (in each case, a “Piggyback Notice”)) to the Trident Holders and the Tait Family Members holding Registrable Shares. The Piggyback Notice shall offer the Trident Holders and the Tait Family Members the opportunity to include (or cause to be included) in such Company Public Offering the number of Registrable Shares as each such Tait Family Member and/or Trident Holder may request (a “Piggyback Registration”). Subject to Section 2.3(c) hereof, the Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Shares requested to be included in a Piggyback Registration to be included on the same terms and conditions as any Primary Shares or other Registrable Shares included in such Company Public Offering. The Holders participating in the Piggyback Registration shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration at any time at least two (2) Business Days prior to the effective date or launch date, as applicable, of such Piggyback Registration. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (x) one hundred and eighty (180) days after the effective date thereof and (y) consummation of the distribution by the Holders of the applicable Registrable Shares included in such Registration Statement.

(b)      If any time after giving such Piggyback Notice and prior to the effective date of the Registration Statement filed in connection with such Company Public Offering, or the

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launch date of the Company Public Offering if pursuant to an effective Shelf Registration Statement, the Company shall determine for any reason not to register and sell the securities originally intended to be included in such registration, the Company may, at its election, give written notice of such determination to the Holders participating in the Piggyback Registration and thereupon the Company shall be relieved of its obligation to register and sell such Registrable Shares in connection with the registration and sale of securities originally intended to be included in such registration.

(c)      If, in connection with a Company Public Offering, the managing underwriter or underwriters advise the Company that the inclusion of all Primary Shares and Registrable Shares requested to be included would cause a Material Adverse Effect, the Company shall include in such Company Public Offering the number of Primary Shares and Registrable Shares which can be so sold without causing a Material Adverse Effect in the following order of priority; first, any Primary Shares to be sold by the Company for its own account, second, Registrable Shares owned by the Trident Holders, and third, all other shares of Common Stock (including Registrable Shares) proposed to be included in the Company Public Offering pro rata on the basis of the number of shares of Common Stock owned by such other Holders who requested to be included in such Company Public Offering, as applicable.

Section 2.4      Registration Suspension. If the continued use of any Registration Statement filed and declared effective pursuant to this Agreement and which registers Registrable Shares at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving written notice of such action to the Holders of Registrable Shares covered by such Registration Statement, suspend all such Holders’ ability to use such Registration Statement or otherwise make purchases of the Company’s securities for a reasonable period of time not in excess of 60 days, and not more than twice in any twelve (12) month period or within 120 days of any prior suspension (a “Registration Suspension”). Each such Holder shall keep confidential the fact that a Registration Suspension is in effect, the notice referred to above and its contents and the reason therefor unless and until otherwise notified by the Company, except (a) for disclosure to such Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company and agree to keep it confidential, (b) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (c) if and to the extent such matters are publicly disclosed and (d) as required by law, rule or regulation or legal process. In the case of a Registration Suspension, upon receipt of such written notice, the Holders of Registrable Shares covered by the applicable Registration Statement agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Shares, upon delivery of the notice referred to above. The Company shall immediately notify the Holders of Registrable Shares covered by the applicable Registration Statement upon the termination of any Registration Suspension, otherwise amend or supplement the applicable Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission of a material fact and furnish to the Holders of Registrable Shares covered by the applicable Registration Statement such numbers of copies of the applicable Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or make

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amendments to the applicable Registration Statements as may reasonably be requested by a Holder of Registrable Shares covered by such Registration Statement.

Section 2.5        Holdback Agreement.

(a)      In connection with any Demand Offering, the Company shall not effect any public sale of any shares of Common Stock or Common Stock Equivalents during the ten (10) Business Days, or such shorter period beginning with delivery of a Demand Notice or Company Notice, as applicable, prior to the anticipated date such Demand Offering is expected to be launched (the “Launch Date”) and during such time period after the pricing of such Demand Offering (not to exceed 90 days or sixty (60) days after the first Demand Offering) as the Company and the managing underwriter may agree, in each case except as part of such Demand Offering, pursuant to an Excluded Registration or as otherwise agreed between the Company and the managing underwriter for such Demand Offering.

(b)      In connection with any Demand Offering or any Company Public Offering, each Holder shall not effect (subject to any exceptions the managing underwriter may agree) any public sale or private offer or distribution of any shares of Common Stock or Common Stock Equivalents during the ten (10) Business Days, or such shorter period beginning with delivery of a Demand Notice, Company Notice or Piggyback Notice, as applicable, prior to the anticipated Launch Date for such Demand Offering or Company Public Offering and during such time period after the pricing of such Demand Offering or Company Public Offering (not to exceed ninety (90) days or sixty (60) days after the first Demand Offering) (except as part of such offering) as the managing underwriter and the Company may agree (the “Lockup Period”). Each Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the managing underwriter for any Public Offering pursuant to this Agreement; provided, however, that nothing herein will prevent any Holder that is a limited liability company, partnership or corporation from making a distribution of shares of Common Stock or Common Stock Equivalents to the members, partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.5 (subject to any exceptions the managing underwriter may agree). Each Holder agrees to execute a lock-up agreement in favor of the underwriters to such effect and, in any event, that the underwriters in any relevant Public Offering shall be third-party beneficiaries of this Section 2.5.

(c)      Any discretionary waiver or termination of the requirements under the foregoing provisions made by the managing underwriter shall apply to each Holder on a pro rata basis in accordance with the number of Registrable Shares owned by each such Holder.

(d)      The obligations of any Person under this Section 2.5 are not in limitation of holdback or transfer restrictions that may otherwise apply by virtue of any other agreement or undertaking.

Section 2.6    Registration Procedures. In connection with the Company’s obligations hereunder and subject to the applicable terms and conditions set forth herein, the Company shall use commercially reasonable efforts to:

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(a)      prepare and file with the SEC a Registration Statement on any appropriate form under the Securities Act with respect to such Registrable Shares and use commercially reasonable efforts to cause such Registration Statement to become effective by the SEC as promptly as reasonably practicable; and to remain continuously effective; provided, however, that before filing a Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto (including documents that would be incorporated or deemed to be incorporated therein by reference), the Company shall furnish or otherwise make available to the Holders of Registrable Shares covered by such Registration Statement, their counsel and the managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the reasonable review and comment of such counsel and such other documents reasonably requested by such counsel, including any comment letter from the SEC, and, if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein and such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to the Company’s books and records, officers, accountants and other advisors. The Company shall not file any such Registration Statement (including a Shelf Registration Statement), Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto (including such document that, upon filing, would be incorporated or deemed to be incorporated by reference therein) with respect to a Demand Offering to which the Trident Holders, their counsel, or the managing underwriters, if any, shall reasonably object, in writing, on a timely basis, unless, in the opinion of the Company, such filing is necessary to comply with applicable law.

(b)      prepare and file with the SEC such pre- and post-effective amendments to such Registration Statement and supplements to such Registration Statement and the Prospectus and such amendments or supplements to any Issuer Free Writing Prospectus as may be necessary to comply with the Securities Act or as necessary to keep such Registration Statement effective for the period of time required by this Agreement, and comply with provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such Registration Statement during such period in accordance with the intended method or methods of disposition by the Holders thereof set forth in such Registration Statement;

(c)      furnish to each Holder of Registrable Shares covered by a Registration Statement and, in the event of a Public Offering, the underwriters of the securities being offered such number of copies of such Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus), any documents incorporated by reference therein and such other documents as such Holder or underwriters may reasonably request in order to facilitate the disposition of the Registrable Shares owned by such Holder or the sale of such securities by such underwriters (it being understood that, subject to Section 2.4 and the requirements of the Securities Act and applicable state securities laws, the Company consents to the use of the Prospectus and any amendment or supplement thereto by each Holder and the underwriters in connection with the offering and sale of the Registrable Shares covered by the Registration Statement of which such Prospectus, amendment or supplement is a part); provided, however, that any such document available on the SEC’s EDGAR database shall satisfy any such obligation;

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(d)      if applicable, register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as each Holder or, in the case of a Public Offering, the managing underwriter reasonably requests; use its reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in which such Registration Statement is required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable each Holder to consummate the disposition of the Registrable Shares owned by such Holder in such jurisdictions (provided, however, that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it or its subsidiaries would not otherwise be required to qualify but for this subparagraph or (ii) consent to general service of process in any such jurisdiction);

(e)      promptly notify each Holder of Registrable Shares covered by a Registration Statement and, in the case of a Public Offering, each underwriter (i) when a Prospectus or any prospectus supplement or amendment has been filed and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Shares under state securities or “blue sky” laws or the initiation of any proceedings for that purpose, (iii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to the Registration Statement or related Prospectus or for additional information, (iv) if at any time the Company has reason to believe that the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated by Section 2.6(o) below cease to be true and correct, and (v) of the happening of any event which makes any statement made in a Registration Statement or related Prospectus untrue or which requires the making of any changes in such Registration Statement, Prospectus or documents incorporated therein by reference so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, as promptly as practicable thereafter, prepare and file with the SEC and furnish a supplement or amendment so that, as thereafter deliverable to the purchasers of such Registrable Shares, such Prospectus will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(f)      make generally available to the Company’s stockholders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act;

(g)      in the case of a Public Offering, if requested by the managing underwriter or any Holder participating in such Public Offering, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or any Holder reasonably requests to be included therein, including, without limitation, with respect to the Registrable Shares being sold by such Holder, the purchase price being paid therefor by the underwriters and with respect to any other terms of the underwritten offering of the Registrable Shares to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;

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(h)      promptly make available for inspection by any Holder disposing of Registrable Shares pursuant to any Registration Statement, any underwriter participating in any disposition pursuant to any Registration Statement, and any attorney, accountant or other agent or representative retained by any such Holder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such Registration Statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the Registration Statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (h) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company is in the process of requesting or has requested and been granted from the SEC confidential treatment of such information contained in any filing with the SEC or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such Inspectors requesting such information agrees to enter into a confidentiality agreement in customary form and subject to customary exceptions; and provided further, however, that each Inspector agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;

(i)      in the case of a Public Offering, furnish to each Holder and underwriter participating in such Public Offering a signed counterpart of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants and the independent public accountants who have audited any other financial statements (including with respect acquired businesses) included or incorporated by reference into the Prospectus, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the Holders or managing underwriter reasonably requests;

(j)      cause the Registrable Shares included in any Registration Statement to be (i) listed on each securities exchange, if any, on which similar securities issued by the Company are then listed prior to the effectiveness of such Registration Statement or (ii) authorized to be quoted and/or listed (to the extent applicable) on an automated quotation system if the Registrable Shares so qualify;

(k)      provide a transfer agent and registrar for all Registrable Shares registered hereunder and provide a CUSIP number for the Registrable Shares included in any Registration Statement not later than the effective date of such Registration Statement;

(l)      cause its officers to use their reasonable best efforts to support the marketing of the Registrable Shares covered by the Registration Statement (including participation in “road shows”) taking into account the Company’s business needs;

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(m)      cooperate with counsel to the Holders and, in the case of a Public Offering, each underwriter participating in the disposition of such Registrable Shares in connection with any filings required to be made with FINRA;

(n)      during the period when the Prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act;

(o)      in the case of a Public Offering, enter into such agreements (including underwriting agreements in the managing underwriter’s customary form) as are customary in connection with a Public Offering; and take all such other actions reasonably requested by the Holders of the Registrable Shares being sold in connection therewith (including those reasonably requested by the managing underwriters, if any) to expedite or facilitate the disposition of such Registrable Shares, and in such connection whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration, (i) make such representations and warranties to the Holders of such Registrable Shares and the underwriters, if any, with respect to the business of the Company and its subsidiaries, and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings, and, if true, confirm the same if and when requested and (ii) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures substantially to the effect set forth in Section 2.7 hereof with respect to all parties to be indemnified pursuant to said Section; and

(p)      advise each Holder of Registrable Shares covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued.

Section 2.7        Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Article II including, without limitation, all registration and filing fees, all fees and expenses associated with filings required to be made with FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” as such term is defined in Rule 5121 of FINRA regulations, and of its counsel), as may be required by the rules and regulations of FINRA, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable Shares), rating agency fees, printing expenses (including expenses of printing Prospectuses if the printing of Prospectuses is requested by a Holder), “road show” expenses, messenger and delivery expenses, the Company’s internal expenses (including without limitation all salaries and expenses of its officers and employees performing legal or accounting duties), the fees and expenses incurred in connection with any listing of the Registrable Shares, fees and expenses of counsel for the Company and its independent certified public accountants (including the expenses of any special audit or “comfort” letters required by or incident to such performance), fees and expenses of independent public accountants who have audited any other financial statements (including with respect acquired businesses) included or

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incorporated by reference into the Prospectus (including the expenses of any special audit or “comfort” letters required by or incident to such performance), securities acts liability insurance (if the Company elects to obtain such insurance), the fees and expenses of any special experts retained by the Company in connection with such registration, the fees and expenses of other Persons retained by the Company and the reasonable and documented fees and expenses of one counsel for the Trident Holders participating in any registration pursuant to this Agreement (the “Registration Expenses”) shall be borne by the Company whether or not any Registration Statement becomes effective or any sale is made in a Public Offering; provided, however, that in no event shall Registration Expenses include any underwriting discounts, commissions or fees attributable to the sale of the Registrable Shares or any accountants or other Persons (except as set forth above) retained or employed by any Holders, which expenses shall be borne by the relevant Holders who retained or employed such Persons. For the avoidance of doubt, the Company shall not be required to bear any fees or expenses of any counsel engaged by any Tait Family Member.

Section 2.8      Indemnification. In the event any Registrable Shares are included in a Registration Statement under this Agreement:

(a)      The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Holder, and each of its employees, advisors, agents, representatives, members, partners, stockholders, equityholders, officers and directors and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Holder, and each of such controlling Person’s employees, advisors, agents, representatives, members, partners, stockholders, equityholders, officers and directors (collectively, the “Holder Affiliates”) against any and all losses, claims, damages, liabilities, costs, judgments, fines, penalties, charges, amounts paid in settlement and expenses, joint or several (including, without limitation, attorneys’ fees and disbursements except as limited by Section 2.8(c)) based upon, arising out of, related to or resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, Free Writing Prospectus (as defined under Rule 405 of the Securities Act) or preliminary Prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, any filing made in connection with the qualification of the offering under the securities or other “blue sky” law of any jurisdiction in which Registrable Shares are offered, or any other offering document (including any related notification, or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, or any violation by the Company of the Securities Act or of the Exchange Act, or any violation by the Company of this Agreement and will reimburse each such Holder and Holder Affiliate for any legal or other expenses reasonably incurred in connection with investigating, defending or settling any such loss, claim, damage, liability, costs, judgment, fine, penalty, charge or actions or proceedings; except insofar as any such statements or omissions are made in reliance upon and in strict conformity with information or affidavits furnished in writing to the Company by such Holder or any Holder Affiliate for use in such Registration Statement, Prospectus or preliminary Prospectus or amendment thereof or supplement thereto. The reimbursements

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required by this Section 2.8(a) will be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

(b)      Each participating Holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement, Prospectus or preliminary Prospectus or amendment thereof or supplement thereto and, to the fullest extent permitted by law, each such Holder will indemnify the Company and its directors and officers and each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) against any and all losses, claims, damages, liabilities, costs, judgments, fines, penalties, charges, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys’ fees and disbursements except as limited by Section 2.8(c)) resulting from any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, Free Writing Prospectus (as defined under Rule 405 of the Securities Act) or any preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information or affidavit so furnished in writing by such Holder or any of its Holder Affiliates specifically for inclusion in the Registration Statement, Prospectus or preliminary Prospectus or amendment thereof or supplement thereto; provided, however, that the obligation to indemnify will be several, not joint and several, among such Holders, and the liability of each such Holder will be in proportion thereto; and provided further, however, that such liability will be limited to the net proceeds received by such Holder from the sale of Registrable Shares (net of any underwriting discounts and commissions) pursuant to such Registration Statement and such Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement, Prospectus or preliminary Prospectus or Free Writing Prospectus (as defined under Rule 405 of the Securities Act) or amendment thereof or supplement thereto, such Holder has furnished in writing to the Company information expressly for use in such Registration Statement, Prospectus or preliminary Prospectus or amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company.

(c)      Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give such notice shall not limit the rights of such Person except to the extent that the indemnifying party is materially prejudiced by such failure to give prompt notice) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (x) the indemnifying party has agreed to pay such fees or expenses or (y) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person. If such defense is not assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be subject to any liability for any

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settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). If such defense is assumed by the indemnifying party pursuant to the provisions of this Agreement, such indemnifying party shall not settle or otherwise compromise the applicable claim unless (A) such settlement or compromise contains a full and unconditional release of the indemnified party or (B) the indemnified party otherwise consents in writing. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or counsels. Notwithstanding the foregoing, an indemnified party shall have the right to employ separate counsel at the indemnifying party’s expense to participate in the defense of a claim if the named parties to any such claim (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by outside counsel that there is an actual conflict of interest between the indemnifying party and indemnified party that would make it inappropriate in the reasonable judgment of such outside counsel for the same counsel to represent both the indemnified party and indemnifying party.

(d)      Each party hereto agrees that, if for any reason the indemnification provisions contemplated by Section 2.8(a) or 2.8(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities, costs, judgments, fines, penalties, charges, amounts paid in settlement or expenses (or actions in respect thereof) referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities, costs, judgments, fines, penalties, charges, amounts paid in settlement or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the actions which resulted in the losses, claims, damages, liabilities, costs, judgments, fines, penalties, charges, amounts paid in settlement or expenses as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.8(d) were determined by pro rata allocation (even if the Holders or any underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 2.8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities, costs, judgment, fines, penalties, charges, amounts paid in settlement or expenses (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or, except as provided in Section 2.8(c) defending any such action or claim. Notwithstanding the provisions of this Section 2.8(d), no Holder shall be required to contribute an amount greater than the proceeds (net of any underwriting discounts and

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commissions) received by such Holder with respect to the sale of any Registrable Shares. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations in this Section 2.8(d) to contribute shall be several and not joint in proportion to the amount of Registrable Shares registered by them.

(e)      If indemnification is available under this Section 2.8, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 2.8(a) and 2.8(b) of this Agreement without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in Section 2.8(d).

(f)      The indemnification and contribution provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, or controlling Person of such indemnified party and will survive the transfer of securities.

(g)      Any indemnified parties pursuant to this Agreement shall be third-party beneficiaries of this Section 2.8.

(h)      The indemnity and contribution agreements contained in this Section 2.8 are in addition to any other liability that the indemnifying parties may otherwise have to the indemnified parties; provided that in no event shall any Holder of Registrable Shares be liable to any indemnified parties with respect to any untrue statement or alleged untrue statement or omission or alleged omission in any Registration Statement, Prospectus, Free Writing Prospectus or any preliminary Prospectus or any amendment thereof or supplement thereto for any amount in excess of the amount by which the net proceeds to the indemnifying party from the sale of the Registrable Shares sold in the transaction that resulted in any liability, exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission (including as a result of any indemnification or contribution obligation hereunder). Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provision in the underwriting agreement shall control.

Section 2.9      Transfer of Registration Rights.

(a)      The rights of each Holder under this Agreement may be assigned to a transferee of Registrable Shares that constitute at least 1% of the Company’s or BNL OP’s outstanding Common Stock or OP Units, as the case may be; provided, however, (i) that any such transfer is permitted in accordance with the BNL OP Operating Agreement and any other applicable documents, (ii) that any such transfer is not made pursuant to Rule 144 under the Securities Act or a registration statement filed pursuant to this Agreement, and (iii) that the Company is given written notice by such Holder at or within a reasonable time after said transfer, stating the name and address of such transferee and identifying the Registrable Shares with respect to which such registration rights are being transferred. Notwithstanding the foregoing, any Holder may: (A) transfer rights to a transferee of Registrable Shares if such transferee is

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(x) an Affiliate or Affiliated Investor of any Holder or (y) any family member or trust for the benefit of any individual Holder; and (B) transfer rights in connection with effecting in-kind or similar distributions of all or part of its Registrable Shares to its direct or indirect equityholders, managers, employees, agents or representatives. Any such transferee permitted by this Section 2.9(a) (a “Permitted Transferee”) shall be required to execute the joinder agreement set forth in Exhibit A. Notwithstanding the foregoing, the right to issue a Demand Request under Section 2.2 of this Agreement is non-transferable and shall not be assigned to any transferee of Registrable Shares, including any Permitted Transferee, except in the case of a transfer by the Trident Holders to a Permitted Transferee of Registrable Shares representing not less than 50% of Registrable Shares held by the Trident Holders as of the date hereof.

(b)      If the Company may at any time hereafter provide to any Person who is a holder of any securities of the Company or BNL OP rights with respect to the registration of such securities under the Securities Act, such rights shall not be in conflict with or adversely affect any of the rights provided to the Holders in, or conflict (in a manner that adversely affects the Holders) with any other provisions included in, this Agreement; provided, however, that any rights which are the same as or equal to the rights provided in this Agreement will not be considered in conflict with or to adversely affect the rights of the Holders provided in this Agreement. To the extent the Company provides any right to others that are more favorable than those provided for herein, this Agreement shall be deemed to be automatically modified to ensure that such Holders will have the benefit of terms that are at least as favorable as those provided to such other Persons. The Company shall provide prompt notice to the Holders of any such modifications.

(c)      For the purposes of calculating any percentage of Common Stock or OP Units, as the case may be, as contemplated by this Section 2.9, the term “Holder” shall include all Affiliates thereof owning any Registrable Shares.

Section 2.10      Current Public Information.

(a)      With a view to making available to the Holders the benefits of certain rules and regulations of the SEC that may at any time permit the sale of securities to the public without registration, the Company agrees to use commercially reasonable efforts to:

(i)      make and keep public information available, as those terms are defined in Rule 144 under the Securities Act, at all times from and after 90 days following the Effective Date;

(ii)      file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act (at any time during which it is subject to such reporting requirements); and

(iii)      furnish to any Holder, so long as such Holder owns any Registrable Shares, upon the reasonable request by such Holder, (A) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after 90 days after the Effective Date), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (B) a copy of the most recent annual

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or quarterly report of the Company and (C) such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration; provided, however, that any such document requested pursuant to clauses (B) or (C) above and available on the SEC’s EDGAR database shall satisfy any such obligation under clause (B) or (C) above.

(b)      Notwithstanding anything in this Section 2.10, the Company may deregister under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder.

Section 2.11      General Rules Applicable to Registration Statements. No Holder may participate in any Demand Offering or Company Public Offering unless such Holder (a) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements described above and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Section 2.12      In-Kind Distributions. If any Holder seeks to effectuate an in-kind distribution of all or part of its Registrable Shares to its direct or indirect equityholders pursuant to Section 2.9(a), the Company will, subject to any applicable lock-up agreement, work with such Holder and the Company’s transfer agent to facilitate such in-kind distribution in the manner reasonably requested by such Holder.

ARTICLE III

MISCELLANEOUS

Section 3.1      Notices. All notices, elections, demands or other communications required or permitted to be made or given pursuant to this Agreement shall be in writing and shall be considered as properly given or made on the date of actual delivery if given by (a) personal delivery, (b) expedited overnight delivery service with proof of delivery, (c) via facsimile with confirmation of delivery or (d) electronic mail, addressed to the respective addressee(s). All notices hereunder to the Company or BNL OP shall be mailed to it at the respective address of its principal place of business and all notices to the Holders shall be mailed to them at their last known addresses as shown on the books and records of the Company. Any Holder may change its address by giving notice in writing to the Company of its new address.

Section 3.2      Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

Section 3.3      Assignment. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and, subject to Section 2.9 their respective transferees (provided that any such transferee is a Permitted Transferee), successors and assigns.

Section 3.4      Termination. This Agreement shall terminate when no Registrable Shares remain outstanding; provided, however, that Section 2.8 and Article III shall survive any termination hereof.

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Section 3.5      Descriptive Headings. The descriptive headings of the several sections and paragraphs of this Agreement are inserted for reference only and shall not limit or otherwise affect the meaning hereof. References herein to Sections are references to Sections of this Agreement, except as otherwise indicated.

Section 3.6      Specific Performance. The parties hereto recognize and agree that money damages may be insufficient to compensate the Holders for breaches by the Company of the terms hereof and, consequently, that the equitable remedy of specific performance of the terms hereof will be available in the event of any such breach, without posting a bond or other undertaking, and this being in addition to any other remedy to which such party is entitled at law or in equity.

Section 3.7      Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES HERETO SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO RULES OR PRINCIPLES OF CONFLICTS OF LAW REQUIRING THE APPLICATION OF THE LAW OF ANOTHER STATE.

Section 3.8      Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible within a reasonable period of time.

Section 3.9      Waiver of Jury Trial; Consent to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Commercial Division of the New York Supreme Court located in the Borough of Manhattan in the City of New York and the United States District Court for the Southern District of New York for the purpose of adjudicating any dispute arising hereunder. Each party hereto hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court any objection to such jurisdiction, whether on the grounds of hardship, inconvenient forum or otherwise. Each party hereto further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s address as provided pursuant to Section 3.1 shall be effective service of process for any action, suit or proceeding with respect to any matters to which it has submitted to jurisdiction in this Section 3.9.

Section 3.10      Amendments; Entire Agreement. Any amendment or waiver of, or any consent given under, any provision of this Agreement shall be in writing by the Company and

-22-

each of the Trident Holders and Tait Family Members (or Permitted Transferees thereof, as applicable) holding Registrable Shares; provided, however, that no amendment to this Agreement shall be effected if such amendment materially adversely affects a Holder or group of Holders in a manner that is disproportionate relative to the effect on any other Holder, unless such Holder or Holders holding a majority of the Registrable Shares of such group of Holders at the relevant time of determination consents thereto. Any waiver of any provision of this Agreement shall be subject to the same approval requirements as an amendment in the event that such amendment would have the same effect as such waiver. This Agreement supersedes all prior discussions, memoranda of understanding, agreements and arrangements (whether written or oral, including all correspondence), if any, between the parties hereto with respect to the subject matter hereof, and this Agreement contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

Section 3.11      Merger or Consolidation. In the event the Company engages in a merger or consolidation in which the Registrable Shares are converted into securities of another company, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to the Holders by the issuer of such securities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Company will, unless the Holders then holding at least a majority of the Registrable Shares otherwise agree, use its reasonable best efforts to modify any such “inherited” registration rights obligations so as not to interfere in any material respects with the rights provided under this Agreement. To the extent any such modification of “inherited” registration rights disproportionately and adversely impacts any Holder hereunder, such modification shall not be effective as to such Holder without the consent of such Holder.

Section 3.12      No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, equityholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

-23-

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the date first written above.

BROADSTONE NET LEASE, INC.
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Executive Officer
BROADSTONE NET LEASE, LLC
By:	Broadstone Net Lease, Inc.,
	its managing member
By:	/s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Executive Officer

[Signature Page to Registration Rights Agreement]

Stockholders
BROADSTONE VENTURES, LLC
By:	/s/ Amy L. Tait
	Name:   Amy L. Tait
	Title:     Chief Executive Officer
AMY L. TAIT
/s/ Amy L. Tait
ROBERT C. TAIT AS GENERAL TRUSTEE OF THE IRREVOCABLE TRUST FBO MARGARET S. TAIT DATED DECEMBER 18, 2017
By:	/s/ Robert C. Tait
	Name:   Robert C. Tait
	Title:     General Trustee
ROBERT C. TAIT AS GENERAL TRUSTEE OF THE IRREVOCABLE TRUST FBO ALEX N. TAIT DATED DECEMBER 18, 2017
By:	/s/ Robert C. Tait
	Name:   Robert C. Tait
	Title:     General Trustee

[Signature Page to Registration Rights Agreement]

TRIDENT BRE HOLDINGS I LTD
By:	/s/ Agha S. Khan
	Name:	Agha S. Khan
	Title:	President
TRIDENT BRE HOLDINGS II LTD
By:	/s/ Agha S. Khan
	Name:	Agha S. Khan
	Title:	President
TRIDENT BRE, LLC
By:	/s/ Agha S. Khan
	Name:	Agha S. Khan
	Title:	President

[Signature Page to Registration Rights Agreement]

EXHIBIT A

FORM OF JOINDER

THIS JOINDER (this “Joinder”) is made and entered into as of [●] by the undersigned (the “New Holder”) in accordance with the terms and conditions set forth in that certain Registration Rights Agreement, by and among Broadstone Net Lease, Inc., a Maryland corporation (the “Company”), Broadstone Net Lease, LLC, a New York limited liability company (“BNL OP”) and the Holders party thereto, dated as of February 7, 2020, as the same may be amended, restated or otherwise modified from time to time (the “Registration Rights Agreement”), for the benefit of, and for reliance upon by, the Company, BNL OP and the Holders.

WHEREAS, New Holder has acquired certain Registrable Shares from [●].

WHEREAS, the New Holder desires to exercise certain rights granted to it under the Registration Rights Agreement; and

WHEREAS, the execution and delivery to the Company of this Joinder by the New Holder is a condition precedent to the New Holder’s exercise of any of its rights under the Registration Rights Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties to this Joinder hereby agree as follows:

(a)      Agreement to be Bound. The New Holder hereby agrees that upon execution of this Joinder, it shall become a party to the Registration Rights Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Registration Rights Agreement as though an original party thereto and shall be deemed a Holder for all purposes thereof.

(b)      Successors and Assigns. Except as otherwise provided herein, this Joinder shall bind and inure to the benefit of and be enforceable by the Company and its successors, heirs and assigns.

(c)      Notices. For purposes of notices pursuant to the Registration Rights Agreement, all notices, requests and demands to the New Holder shall be directed to:

[Name]

[Address]

(d)      Further Assurances. The New Holder agrees to perform any further acts and execute and deliver any additional documents and instruments that may be necessary or reasonably requested by the Company to carry out the provisions of this Joinder or the Registration Rights Agreement.

(e)      Descriptive Headings. The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.

A-1

IN WITNESS WHEREOF, the parties hereto have executed this Joinder to the Registration Rights Agreement as of the date first written above.

BROADSTONE NET LEASE, INC.
By
	Name:
	Title:
BROADSTONE NET LEASE, LLC
By:	Broadstone Net Lease, Inc.
	Its Managing Member
	By:
		Name:
		Title:
[NEW HOLDER]
By:
	Name:
	Title:

A-2

EX-10.5

Exhibit 10.5

EXECUTION VERSION

AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED

OPERATING AGREEMENT

OF

BROADSTONE NET LEASE, LLC

This AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Operating Agreement of Broadstone Net Lease, LLC, a New York limited liability company (the “Operating Company”), dated as of December 31, 2007 (the “Operating Agreement”), is made and entered into by Broadstone Net Lease, Inc., a Maryland corporation (the “Managing Member”), effective as of February 7, 2020. Capitalized terms not otherwise defined herein have the meanings assigned to such terms in the Operating Agreement.

WHEREAS, the Managing Member and the Operating Company entered into that certain Agreement and Plan of Merger, dated as of November 11, 2019, by and among the Managing Member, the Operating Company, Broadstone Net Lease Sub 1, Inc., Broadstone Net Lease Sub 2, Inc., Broadstone Real Estate, LLC, Trident BRE Holdings I, Inc., Trident BRE Holdings II, Inc., and, solely for purposes of Sections 6.18, 6.19 and 6.20 thereof, Trident BRE Holdings I, L.P. and Trident BRE Holdings II, L.P., pursuant to which the Managing Member and the Operating Company agreed to amend the Operating Agreement as set forth herein upon the consummation of the transactions contemplated thereby; and

WHEREAS, pursuant to and in accordance with Section 3.1(a)(ii), Section 5.1(a) and Section 10.5 of the Operating Agreement, the Managing Member has the authority to amend the Operating Agreement and Exhibit A thereto as hereinafter set forth.

NOW, THEREFORE, the Operating Agreement is hereby amended as follows:

A. Definitions. The following definitions will be added to Section 1.1 of the Operating Agreement in the appropriate alphabetical location:

“Blackout Period” has the meaning set forth in Section 11.1.

“Covered OP Units” has the meaning set forth in Section 11.1.

“Earnout Trigger” has the meaning set forth in the Merger Agreement.

“Earnout Units” has the meaning set forth in Section 11.3.

“Eligible Holder” has the meaning set forth in Section 11.1.

“Initial Public Offering” means an initial underwritten public offering of Shares by the Managing Member in connection with which the Shares are listed on a national securities exchange.

“IPO Closing Date” means the date on which the sale of the firm shares included in an Initial Public Offering closes.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of November 11, 2019, by and among the Managing Member, the Operating Company, Broadstone Net Lease Sub 1, Inc., Broadstone Net Lease Sub 2, Inc., Broadstone Real Estate, LLC, Trident BRE Holdings I, Inc., Trident BRE Holdings II, Inc., and, solely for purposes of Sections 6.18, 6.19 and 6.20 thereof, Trident BRE Holdings I, L.P. and Trident BRE Holdings II, L.P.

“OP Earnout Consideration” has the meaning set forth in the Merger Agreement.

“OP Merger Consideration” has the meaning set forth in the Merger Agreement.

“OP Unit Value” equals $85.00.

“Repurchase Notice” has the meaning set forth in Section 11.1.

“Repurchase Notice Date” has the meaning set forth in Section 11.1.

“Repurchase Period” has the meaning set forth in Section 11.1.

“Repurchase Units” has the meaning set forth in Section 11.1.

“Revocation Notice” has the meaning set forth in Section 11.1.

“SEC” means the United States Securities and Exchange Commission.

B. Initial Public Offering; Repurchases. The Operating Agreement is hereby amended by adding a new Article XI, which will read in its entirety as follows:

ARTICLE XI

INITIAL PUBLIC OFFERING; REPURCHASES

11.1    Repurchases of Covered OP Units. If an IPO Closing Date does not occur on or before December 31, 2020, then, during the Repurchase Period, each Member (each an “Eligible Holder”) who received Membership Units as OP Merger Consideration (the “Covered OP Units”) shall have the right to require the Operating Company to repurchase any or all of such Eligible Holder’s Covered OP Units by giving written notice (a “Repurchase Notice”) thereof, which notice will specify the number of Covered OP Units to be repurchased (“Repurchase Units”). The date on which a Repurchase Notice is given by an Eligible Holder is the “Repurchase Notice Date” for such Repurchase Notice. “Repurchase Period” means the period from January 1, 2021 until the earlier of twelve (12) months thereafter or an IPO Closing Date; provided that the Repurchase Period shall not begin on January 1, 2021 if the Managing Member, in connection with an Initial Public Offering, shall have filed a registration statement with the SEC that has not been withdrawn as of January 1, 2021 (but the Repurchase Period shall begin immediately upon any such withdrawal and then continue until the earlier of twelve (12) months thereafter or an IPO Closing Date); provided, further, that the Repurchase Period shall begin no later than July 1, 2021 (even if such registration statement shall not have been withdrawn as of July 1, 2021) and in such event shall continue until the earlier of twelve (12) months thereafter or an IPO Closing Date. If the Managing Member makes an initial confidential submission of a draft registration statement or a public filing

2

of a registration statement during the Repurchase Period, then the right of Eligible Holders to deliver a Repurchase Notice shall be suspended for a period not to exceed six (6) months (the “Blackout Period”) and the Repurchase Period shall be extended automatically without further action of any Person by a period of time equal to the Blackout Period (but, in any event, not past the IPO Closing Date). The Blackout Period shall end on the earlier to occur of (i) the IPO Closing Date or (ii) the Managing Member’s decision to abandon such Initial Public Offering. After any Eligible Holder sends a Repurchase Notice, but before the Operating Company repurchases such Eligible Holder’s Covered OP Units, such Eligible Holder shall have the right to revoke its Repurchase Notice, in whole or in part, by giving written notice (a “Revocation Notice”) thereof; provided that the right of an Eligible Holder to deliver a Revocation Notice shall be suspended during the Blackout Period.

11.2    Repurchase Price. The Operating Company shall be obligated to repurchase for cash any Repurchase Units in respect of which a valid Repurchase Notice has been delivered on a timely basis (and no Revocation Notice has been delivered), at a per unit price equal to (i) the greater of the OP Unit Value or the “Determined Share Value” of a Share in effect as of the Repurchase Notice Date, plus (ii) interest thereon at a rate of the greater of 6.21% per annum and the then current dividend rate paid by the Manager Member with respect to the Shares as of the Repurchase Notice Date, calculated on the basis of a 365-day year, accruing from the Repurchase Notice Date through the date of repurchase, minus (iii) the aggregate amount of any distributions declared and payable thereon from the Repurchase Notice Date through the date of repurchase (to the extent actually paid). The repurchase of such Repurchase Units shall occur within one year of the Repurchase Notice Date, on one or more dates determined by the Operating Company, taking into account restrictions under Applicable Law or any indebtedness and available liquidity and target leverage objectives. Until the repurchase of a Repurchase Unit occurs, such Repurchase Unit shall remain issued and outstanding for all purposes, including the right to receive distributions in respect thereof, when and if declared.

11.3    Repurchases of Earnout Units. If an IPO Closing Date does not occur on or before the satisfaction of any Earnout Trigger, then each Eligible Holder who receives Membership Units as OP Earnout Consideration (“Earnout Units”) shall have the right to require the Operating Company to repurchase any or all of such Earnout Units on the same terms and conditions (including the Blackout Period) set forth in Sections 11.1 and 11.2; provided that the “Repurchase Period” for any Earnout Units shall be the period from the date of issuance of such Earnout Units until the earlier of twelve (12) months thereafter or an IPO Closing Date; provided, further, that such Repurchase Period shall not begin on such date of issuance if the Managing Member, in connection with an Initial Public Offering, shall have filed a registration statement with the SEC that has not been withdrawn as of such date of issuance (but such Repurchase Period shall begin immediately upon any such withdrawal and then continue until the earlier of twelve (12) months thereafter or an IPO Closing Date); provided, further, that such Repurchase Period shall begin no later than six (6) months after such date of issuance (even if such registration statement shall not have been withdrawn as of such date) and in such event shall continue until the earlier of twelve (12) months thereafter or an IPO Closing Date.

3

C. Exhibit A. Exhibit A attached to the Operating Agreement, as such Exhibit A has been amended previously, is hereby deleted in its entirety and replaced with the Exhibit A attached hereto.

D. No Other Changes. Except as specifically set forth herein, the terms and provisions of the Operating Agreement shall remain unmodified and the Operating Agreement is hereby confirmed by the Managing Member as being in full force and effect as amended hereby. On and after the effectiveness of this Amendment, each reference in the Operating Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Operating Agreement in any other agreements, documents or instruments executed and delivered pursuant to the Operating Agreement, shall mean and be a reference to the Operating Agreement, as amended hereby.

E. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to its conflict of laws principles that would result in the application of the laws of any other jurisdiction.

(Signature Page Follows)

4

IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the day and year first above written.

MANAGING MEMBER:	BROADSTONE NET LEASE, INC.
	By:        /s/ Christopher J. Czarnecki
	Name:	Christopher J. Czarnecki
	Title:	President and Chief Executive Officer

[Signature Page to Amendment No. 1 to the

Amended and Restated Operating Agreement of Broadstone Net Lease, LLC]

EX-10.6

Exhibit 10.6

AMENDED AND RESTATED

OPERATING AGREEMENT

OF

BROADSTONE NET LEASE, LLC

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR BY THE SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAS ANY COMMISSION OR AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF ANY OFFERING OF INTERESTS IN BROADSTONE NET LEASE, LLC OR THE ACCURACY OR ADEQUACY OF ANY DISCLOSURE MADE IN CONNECTION THEREWITH. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ANY INTERESTS ISSUED HEREUNDER MAY NOT BE RESOLD WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR EXEMPTION THEREFROM.

Dated December 31, 2007

TABLE OF CONTENTS

			Page No.
ARTICLE I DEFINED TERMS				1
	1.1	Defined Terms		1
	1.2	Accounting Terms and Determinations		8
	1.3	Interpretation		8
	1.4	Managing Member Standard of Care		9
ARTICLE II ORGANIZATIONAL AND GENERAL MATTERS				9
	2.1	Name		9
	2.2	Purpose		9
	2.3	Powers		9
	2.4	Principal Office		10
	2.5	Term		10
	2.6	Required Filings		10
	2.7	Nature of Membership Units; Title to Operating Company Assets		10
	2.8	No Partnership Intended for Non-Tax Purposes		10
ARTICLE III CAPITALIZATION				10
	3.1	Capital Contributions		10
	3.2	Issuances of Additional Membership Units		11
ARTICLE IV MANAGEMENT				12
	4.1	Management by the Managing Member		12
	4.2	Expenses		15
	4.3	Third Party Reliance		15
	4.4	Designation of Tax Matters Member		15
	4.5	Competitive Interests		16
	4.6	Other Activities		16
	4.7	Investment Opportunities		16
	4.8	Conflicts of Interest		16
	4.9	Limitation of Liability		16
	4.10	Indemnification of Managing Member and Related Persons		17
	4.11	Fiscal Year		18
	4.12	Books and Records		18
	4.13	Independent Auditors		19
	4.14	Annual Financial Statements		19
	4.15	Tax Information		19
	4.16	Bank Accounts		19
ARTICLE V MEMBER VOTING AND MEETINGS				19
	5.1	Voting Rights		19
	5.2	Annual Meeting		19
	5.3	Special Meetings		20
	5.4	Notice of Member Meetings		20
	5.5	Quorum		20

(i)

	5.6	Voting	20
	5.7	Proxies	20
	5.8	Written Consents	20
	5.9	Conduct of Meetings	21
ARTICLE VI CAPITAL ACCOUNTS; ALLOCATIONS			21
	6.1	Capital Accounts	21
	6.2	Allocations to Capital Accounts	21
	6.3	Tax Allocations	24
	6.4	Determinations by Managing Member	25
ARTICLE VII DISTRIBUTIONS			25
	7.1	Distributions	25
	7.2	Restrictions on Distributions	26
	7.3	Record Holders	26
	7.4	Distribution Reinvestment	26
	7.5	Final Distribution	26
ARTICLE VIII CONVERSION RIGHTS; ASSIGNMENT OF INTERESTS			26
	8.1	Conversion Rights	26
	8.2	Withdrawals and Assignments by Members	28
	8.3	Sale of Membership Units; Applicable Law Withdrawal	30
ARTICLE IX DISSOLUTION OF THE COMPANY			31
	9.1	Dissolution of Operating Company	31
	9.2	Winding Up of Operating Company Affairs and Distribution of Assets	32
	9.3	Distributions Upon Dissolution and Liquidation	32
ARTICLE X MISCELLANEOUS PROVISIONS			32
	10.1	Notices	32
	10.2	Application of New York Law	32
	10.3	Consent To Jurisdiction	33
	10.4	Waiver of Trial by Jury	33
	10.5	Amendments to Agreement	33
	10.6	Severability	34
	10.7	Successors	34
	10.8	Entire Agreement	34
	10.9	Power of Attorney	34
	10.10	Waiver of Action for Partition	35
	10.11	Number and Gender	35
	10.12	Counsel	35
	10.13	Survival	35
	10.14	Ownership and Use of Name	35

(ii)

AMENDED AND RESTATED

OPERATING AGREEMENT

OF

BROADSTONE NET LEASE, LLC

THIS AMENDED AND RESTATED OPERATING AGREEMENT is effective December 31, 2007, by and among BROADSTONE NET LEASE, LLC (the “Operating Company”), Knollwood Ventures, Inc., Box Tree Assets, LLC, Broadstone Ventures, LLC and Nelson Leenhouts (collectively, the “Original Members”), Broadstone Net Lease, Inc. (the “Managing Member”) and such other Additional Members (as hereinafter defined) as may be added pursuant to the terms hereof.

R E C I T A L S :

WHEREAS, the Original Members previously formed the Operating Company as a limited liability company under the New York Limited Liability Company Law (the “LLC Law”);

WHEREAS, the Operating Company and certain of the Original Members entered into an Operating Agreement dated August 8, 2006, as amended (the “Original Operating Agreement”), which sets forth the agreements among the Operating Company and the Original Members with respect to the Operating Company;

WHEREAS, the Managing Member is conducting a private offing of its common stock (“Offering”), the proceeds of which are to be used to make capital contributions in the Operating Company;

WHEREAS, the Original Members desire to admit the Managing Member as the sole managing member of the Operating Company contemporaneously with the initial closing of the Offering; and

WHEREAS, the Operating Company and the Original Members desire to amend and restate the Original Operating Agreement to effectuate the same on the terms and conditions herein.

NOW, THEREFORE, in consideration of the premises and mutual promises and undertakings of the parties hereto, and intending to be legally bound hereby, the parties agree to amend and restate the Original Operating Agreement in its entirety as follows:

ARTICLE I

DEFINED TERMS

1.1    Defined Terms. The defined terms used in this Agreement has the meanings specified below:

“Additional Member” means Persons: (a) admitted to the Operating Company as an additional Member, or (b) an existing Member who increases the amount of its Capital Contributions.

“Adjusted Capital Account Deficit” means with respect to any Member or Assignee, the deficit balance, if any, in such Person’s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments:

(a)      Credit to such Capital Account any amounts which such Person is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) after taking into account changes during such year in the Operating Company “minimum gain” (as defined in Treasury Regulations Section 1.704-2(b)(2) and (d)) and Member “minimum gain”; and

(b)      Debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6) of the Treasury Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. No Member shall have any obligation to pay any additional Capital Contribution to make up any Adjusted Capital Account Deficit.

“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.

“Agreement” means this Amended and Restated Operating Agreement as amended, modified, supplemented or restated from time to time, as the context requires.

“Applicable Law” means any applicable law, regulation, ruling, order or directive, or license, permit or other similar approval of any Governmental Authority, now or hereafter in effect, to which a Member (or any of its Affiliates) is or may be subject.

“Articles of Organization” has the meaning set forth in Section 2.5(a).

“Asset Management Agreement” has the meaning set forth in Section 4.1(c).

“Asset Manager” means Broadstone Asset Management, LLC.

“Assignee” means a Person who acquired a Membership Unit, but who is not a Substitute Member.

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“Assignment” has the meaning set forth in Section 8.1(b).

“Book Value” means with respect to any Operating Company asset, the asset’s adjusted basis for federal income tax purposes except: (a) the initial Book Value of Non-Cash Assets contributed to the Operating Company as of the date of their contribution shall be their respective fair market value (net of liabilities secured by such assets that the Operating Company is considered to assume or take subject to under Section 752 of the Code) as determined by the Managing Member; and (b) the Book Values of all Operating Company assets shall be adjusted to equal their respective fair market values (as determined by the Managing Member), in accordance with the rules set forth in Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, except as otherwise provided herein, immediately prior to: (i) the date of the acquisition of any new or additional Membership Unit by any Additional Member in exchange for more than a de minimis Capital Contribution; (ii) the date of the actual distribution of more than a de minimis amount of Operating Company property (other than a pro rata distribution) to a Member; (iii) the date of the grant of a Membership Unit to a Member as consideration for the provision of services to or for the benefit of the Operating Company by an Additional Member acting in, or in anticipation of acting in, a Managing Member capacity, or (iv) the date of the actual liquidation of the Operating Company within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations; provided that adjustments pursuant to the foregoing shall be made only if the Managing Member determines in its sole discretion that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members. The Book Value of any Operating Company asset distributed to any Member shall be adjusted immediately prior to such distribution to equal its fair market value, as determined by the Managing Member. The Book Value of any Operating Company asset shall be adjusted to reflect any write down.

“Business Day” means any day excluding a Saturday, a Sunday and any other day on which banks are required or authorized to close in New York.

“Capital Account” means with respect to any Member or Assignee, the Capital Account maintained for such Person in accordance with Treasury Regulation Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Regulations.

“Capital Contribution” means the cash and other property (at its fair market value, as determined by the Managing Member) contributed to the capital of the Operating Company pursuant to Article III.

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (sometimes referred to as the “Treasury Regulations”) or corresponding provisions of subsequent revenue laws.

“Common Stock” means the shares of common stock, $0.001 par value per share, of the Managing Member.

“Conversion Right” has the meaning set forth in Section 8.1 hereof.

“Corporation” means Broadstone Net Lease, Inc., a Maryland corporation.

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“Depreciation” means, for each fiscal year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable under the Code with respect to an asset for such year or other period, using any reasonable method selected by the Managing Member.

“Determined Share Value” has the meaning set forth in the Articles of Incorporation of the Managing Member.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Event of Termination” has the meaning set forth in Section 9.1.

“Exculpated Person” means any of (a) the Managing Member, its Affiliates (including the Asset Manager and the Property Manager) and Related Persons, or any manager, officer, shareholder, director, member, employee, representative or agent of the Managing Member or its Affiliates and (b) any Portfolio Entity or any director, manger officer, shareholder, partner, member, employee, trustee, representative or agent of any Portfolio Entity.

“Governmental Authority” means any federal, state or local governmental entity, authority or agency, court, tribunal, regulatory commission or other body, whether legislative, judicial or executive (or combination or permutation thereof) having jurisdiction as to the matter in question.

“Income” and “Loss” means, for each fiscal year or other period, an amount equal to the Operating Company’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(a)      Any income of the Operating Company that is exempt from federal income tax and not otherwise taken into account in computing Income or Loss pursuant to this definition of “Income” and “Loss” shall be taken into account as income;

(b)      Any expenditures of the Operating Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Income and Loss pursuant to this definition of “Income” and “Loss” shall be taken into account as an expenditure;

(c)      In the event the Book Value of any Operating Company asset is adjusted pursuant to the definition of “Book Value” as defined in Article I, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Income and Loss;

(d)      Gain or loss resulting from any disposition of Operating Company assets with respect to which gain or loss is recognized for federal income tax purposes shall be

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computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Book Value; and

(e)      In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other period;

provided, however, any items which are specially allocated pursuant to Sections 6.2(b) and 6.2(c) hereof shall not be taken into account in computing Income or Loss pursuant to this Section.

“Independent Directors Committee” means the committee so designated in the Articles of Incorporation of the Managing Member, as amended from time to time.

“Investment Operating Company Act” means the Investment Operating Company Act of 1940, as the same may be hereafter amended from time to time.

“Investment Guidelines” means the investment objectives and policies of the Operating Company and the Corporation set forth on Exhibit A to the Asset Management Agreement attached hereto, as they may be amended or modified from time to time by the Independent Directors Committee.

“Liquidation” means (a) when used with reference to the Operating Company, the earlier of (i) the date upon which the Operating Company is terminated under Section 708(b)(1) of the Code, or (ii) the date upon which the Operating Company ceases to be a going concern, and (b) when used with reference to any Member, the earlier of (i) the date upon which there is a Liquidation of the Operating Company or (ii) the date upon which such Member’s entire Membership Unit in the Operating Company is terminated other than by transfer, assignment or other disposition to a Person other than the Operating Company.

“LLC Law” has the meaning set forth in the recitals to this Agreement.

“Managing Member” means Broadstone Net Lease, Inc., a Maryland corporation, and any successor thereto.

“Managing Member Group Members” means the Managing Member, Broadstone Ventures, LLC, Knollwood Ventures, Inc., Box Tree Assets LLC, and their respective assignees and successors in interest.

“Material Adverse Effect” means (a) a violation of a statute, rule or regulation of any Governmental Authority that is reasonably likely to have a material adverse effect on the Properties or other assets owned by the Operating Company, or on the Operating Company, the Managing Member, any Member, or any of their respective Affiliates, in each case taken as a whole, (b) an occurrence that is reasonably likely to subject a Property or any other asset owned by the Operating Company, the Operating Company, the Managing Member, any other Member or any of their respective Affiliates to any material regulatory requirement to which it would not otherwise be subject, or which is reasonably likely to materially increase any such regulatory requirement beyond what it would otherwise have been, (c) an occurrence that is reasonably

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likely to subject any Member to any tax under Section 897 of the Code, or (d) an occurrence that is reasonably likely to cause the Operating Company to be taxed as a corporation.

“Members” means the Managing Member, the Original Members, and all of the Additional Members. The names and addresses of all Members are set forth on Exhibit A, which shall be amended from time to time as provided herein.

“Membership Unit” means a fractional, undivided share of the membership interests of all Members. The number of Membership Units existing on the date hereof through December 31, 2009 shall equal the aggregate amount of the paid-in Capital Contributions of all of the Members divided by $50.00. Thereafter, additional Capital Contributions shall be divided into Membership Units at a rate equal to one Membership Unit for each Capital Contribution equal to the then current Determined Share Value.

“Member Non-Recourse Deductions” has the meaning set forth in Sections 1.704-2(i)(1) and 1.704-2(i)(2) of the Treasury Regulations.

“Non-Managing Member” means any Person named as a member other than the Managing Member on Exhibit A, as such exhibit may be amended from time to time.

“New Shares” has the meaning set forth in Section 3.2(c).

“Non-Cash Asset” means an asset excluding cash or a cash equivalent.

“Non-Recourse Deductions” has the meaning set forth in Section 1.704-2(b)(1) of the Treasury Regulations.

“Operating Company” has the meaning set forth in the preamble to this Agreement.

“Original Members” has the meaning set forth in the preamble to this Agreement and includes Broadstone Ventures, LLC, Knollwood Ventures, Inc., Box Tree Assets LLC and Nelson Leenhouts.

“Original Operating Agreement” has the meaning set forth in the recitals to this Agreement.

“Percentage Interest” means with respect to any Member, the percentage determined by dividing the number of Membership Units held by such Member by the aggregate number of Membership Units of all the Members as of the date of determination, subject to appropriate adjustments if any Preferred Units are authorized and outstanding.

“Person” means an individual or any entity, including, but not limited to, a corporation, Operating Company, juridical entity, voluntary association, joint venture, trust, estate, unincorporated organization, statutory body or a government or any agency, instrumentality, authority or political subdivision thereof.

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“Plan Asset Regulation” means the regulations promulgated by the United States Department of Labor in Title 29, Code of Federal Regulations, Part 2510, Section 101.3, and any successor regulations thereto.

“Preferred Units” has the meaning set forth in Section 3.2(c).

“Prime Rate” means the rate of interest per annum published from time to time in the Wall Street Journal as the prime rate.

“Private Placement Memorandum” means the Private Placement Memorandum, dated October 22, 2007, as amended, supplemented and/or restated from time to time, pursuant to which shares of common stock are offered for sale by the Managing Member.

“Property” or “Properties” means each parcel of real property in which the Operating Company acquires ownership of (a) the fee or leasehold interest, or (b) an indirect fee or leasehold interest through an interest in any Portfolio Entity.

“Property Management Agreement” has the meaning set forth in Section 4.1(d).

“Property Manager” means Broadstone Real Estate, LLC, a New York limited liability company.

“Related Persons” means Norman Leenhouts and his spouse, Amy L. Tait and Robert C. Tait and their respective children and grandchildren and any Person who is an Affiliate of each such Person, which includes each Person included in the Managing Member Group Members.

“Reserves” means such reserves established by the Managing Member, or the Asset Manager, which it reasonably determines in its sole discretion to be necessary or desirable to provide for working capital of the Operating Company and to satisfy any contingent liabilities of the Operating Company hereof.

“REIT” means a real estate investment trust as defined in Section 856 of the Code or any successor provision.

“REIT Entities” has the meaning set forth in Section 10.2.

“REIT Requirements” means all actions or omissions as may be necessary (including making appropriate distributions from time to time) for the Managing Member to maintain its status as a real estate investment trust within the meaning of Section 856 et seq. of the Code, as such provisions may be amended from time to time, or the corresponding provisions of succeeding law.

“Securities Act” means the Securities Act of 1933, as the same may be hereafter amended from time to time.

“Shares” means the shares of common stock of the Managing Member.

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“Special Purpose Entity” means any Person in which the Operating Company owns a direct or indirect controlling equity interest.

“Subsequent Closing” means the admission to the Operating Company of an Additional Member occurring after December 31, 2007.

“Subscription Agreement” means an agreement for subscription to purchase for cash or property interests in the Operating Company which shall be substantively identical to the form of Subscription Agreement then used by the Managing Member in connection with any offering of its Shares.

“Substitute Member” means a Person admitted as a Member pursuant to Section 8.1(c) as the successor to a Member.

“Tax Exempt Member” means a Member which is exempt from federal income taxation under Section 501 of the Code.

“Temporary Investments” means Operating Company assets which are invested in bank accounts, money market funds, marketable obligations issued or guaranteed by the United States Government or any political subdivision thereof, certificates of deposit, bankers’ acceptances and other similar liquid investments, provided, however, Temporary Investments shall not include investments in Portfolio Entities.

“Third Party” or “Third Parties” means a Person or Persons who is or are neither a Member nor an Affiliate of a Member.

1.2      Accounting Terms and Determinations. All accounting terms used in this Agreement and not otherwise defined has the meaning accorded to them in accordance with the tax accounting rules applied in the preparation of the Operating Company’s tax returns and, except as expressly provided herein, all accounting determinations shall be made in accordance with such rules, consistently applied.

1.3      Interpretation.

(a)      Exhibits and Sections. References to an “Exhibit” are, unless otherwise specified, to an Exhibit attached to this Agreement and references to a “section” or a “subsection” are, unless otherwise specified, to a section or a subsection of this Agreement.

(b)      Construction. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in the masculine, the feminine or neuter gender shall include the masculine, the feminine and the neuter. The words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The terms “dollars” and “$” shall mean United States of America dollars. Whenever the term “including” is used in this Agreement it shall be deemed to mean “including, but not limited to” or “including, without limitation.”

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(c)      Captions. Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend or otherwise affect the scope or intent of this Agreement or any provision hereof.

1.4      Managing Member Standard of Care. Whenever in this Agreement the Managing Member is permitted or required to make a decision: (a) in its “discretion” or under a grant of similar authority or latitude, the Managing Member shall be entitled to consider such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Operating Company or any other Person, or (b) in its “good faith,” the Managing Member shall act with the care of a prudent person acting in the conduct of such person’s own affairs, or (c) under another express standard, the Managing Member shall act under such express standard; and, in each case, shall not be subject to any other or different standard imposed by this Agreement or other Applicable Law.

ARTICLE II

ORGANIZATIONAL AND GENERAL MATTERS

2.1      Name. The name of the Operating Company shall continue to be Broadstone Net Lease, LLC, provided, however, the Managing Member may select another name, but it may not choose the name (or any derivative thereof) of any Member without the prior written consent of such Member. All transactions of the Operating Company, to the extent permitted by applicable law, shall be carried on and completed in such name (it being agreed, however, that the Operating Company may adopt assumed or fictitious names in certain jurisdictions to the extent necessary or appropriate).

2.2      Purpose. The purpose and nature of the business to be conducted by the Operating Company is: (a) to conduct any business that may be lawfully conducted by a limited liability company organized pursuant to the LLC Law, provided, however, that as long as the Managing Member has determined to continue to qualify as a REIT, such business shall be limited to and conducted in such a manner as to permit the Managing Member at all times to be classified as a REIT for federal income tax purposes, unless the Managing Member ceases to qualify as a REIT for reasons other than the conduct of the business of the Operating Company; (b) to enter into any partnership, join venture or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engage in any of the foregoing; and (c) to do anything necessary or incidental to the foregoing which, in each case, is not in breach of this Agreement.

2.3      Powers. The Operating Company is empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Operating Company including full power and authority, directly or through its ownership interest in other entities, including Special Purpose Entities, to enter into, perform and carry out contracts of any kind, borrow money and issue evidences of indebtedness, whether or not secured by mortgage, deed of trust, pledge or other lien, acquire, own, manage, improve and develop real property, and lease, sell, transfer and dispose of real property; provided, however, that as long as the Managing Member has determined to continue to qualify as a REIT, the Operating Company shall not take, or refrain from taking, any action which, in the judgment of

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the Managing Member, in its sole and absolute discretion: (a) could adversely affect the ability of the Managing Member to continue to qualify as a REIT; (b) could subject Managing Member to any taxes under Section 857 or Section 4981 of the Code; or (c) could violate any law or regulation of any Governmental Authority having jurisdiction over the Managing Member or its securities; unless any such action or inaction under (a), (b) or (c) shall have been specifically consented to by the Managing Member in writing.

2.4    Principal Office. The principal office of the Operating Company shall be located at 140 Clinton Square, Rochester, New York 14604, or at such other place as designated by the Managing Member. In addition, the Operating Company may maintain such other offices as the Managing Member may deem advisable from time to time.

2.5    Term.

(a)      The Operating Company commenced business as a limited liability company on August 8, 2006, the date of the filing of the Operating Company’s Articles of Organization (the “Articles of Organization”) by the Secretary of State of the State of New York. The Members hereby agree to continue the Operating Company as a limited liability company pursuant to the provisions of the LLC Law and all other pertinent laws of the State of New York, for the purposes and upon the terms and conditions hereinafter set forth. The Members agree that the rights and liabilities of the Members shall be as provided in the LLC Law except as otherwise expressly provided herein. Without limiting the foregoing, the Members agree that this Agreement amends and restates the Original Operating Agreement in its entirety.

(b)      The term of the Operating Company shall continue until dissolved pursuant to the provisions of Article IX or as otherwise provided by law.

2.6      Required Filings. The Managing Member shall execute, file, record and/or publish such certificates and documents as may be required by this Agreement or by Applicable Law in connection with the formation and operation of the Operating Company.

2.7      Nature of Membership Units; Title to Operating Company Assets. Membership Units in the Operating Company shall be personal property for all purposes. All property owned by the Operating Company, whether real or personal, tangible or intangible, shall be deemed to be owned by the Operating Company as an entity. No Member, individually, shall have ownership of such property.

2.8        No Partnership Intended for Non-Tax Purposes. The Members have formed the Operating Company as a limited liability company under the LLC Law and do not intend to form a partnership, corporation or other type of entity. The Members do not intend to be partners to each other or partners as to any other person, except for federal and state income tax purposes.

ARTICLE III

CAPITALIZATION

3.1      Capital Contributions.

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(a)      Initial Capital Contributions.

(i) At the time of the execution of this Agreement, the Members shall have made, or simultaneously herewith shall make, the Capital Contributions set forth in Exhibit A to this Agreement. The Members shall own Membership Units as set forth on Exhibit A. The Membership Units shall be uncertificated.

(ii) Additional Members shall make initial Capital Contributions at the Subsequent Closings at which they are admitted to the Operating Company as required by, and in accordance with Section 3.2. The Managing Member shall revise Exhibit A (x) as of each Subsequent Closing to add the names of Additional Members and their respective Capital Contributions and number of Membership Units acquired by such Additional Members, and (y) from time to time to reflect any transfer of Membership Units or conversion of Membership Units into Shares in accordance with this Agreement.

(b)      Additional Capital Contributions.

(i) No Member shall be assessed or be required to contribute additional funds or other property to the Operating Company. Any additional funds or other property required by the Operating Company, as determined by the Managing Member in its sole discretion, may, at the option of the Managing Member and without an obligation to do so (except as provided for in Section 3.1(b)(ii)), be contributed by the Managing Member as additional Capital Contributions. If and as the Managing Member or any other Member makes additional Capital Contributions to the Operating Company, each such Member shall receive additional Membership Units as provided for in Section 3.2.

(ii) The proceeds of any and all funds raised by or through the Managing Member through the issuance of additional Shares of the Managing Member shall be contributed to the Operating Company as additional Capital Contributions, and in such event the Managing Member shall be issued additional Membership Units pursuant to Section 3.2.

(c)      Liability of Members. Except as expressly required pursuant under the LLC Law, the Members shall have no personal liability for the losses, debts, claims, expenses, judgments, penalties or encumbrances of or against the Operating Company or the properties.

3.2      Issuances of Additional Membership Units.

(a)      Issuance to Other Than the Managing Member. The Managing Member is hereby authorized to cause the Operating Company to issue additional Membership Units and Preferred Units for any Operating Company purpose at any time or from time to time, to any

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Non-Managing Members or to other Persons for such consideration and on such terms and conditions as shall be established by the Managing Member in its sole and absolute discretion, all without the approval of any Non-Managing Members except to the extent provided herein.

(b)      Issuance to the Managing Member – Common Stock. The Operating Company shall from time to time issue to the Managing Member additional Membership Units upon issuance of Shares equal to the number of Shares so issued provided the Managing Member shall make a Capital Contribution to the Operating Company in an amount equal to the: (1) proceeds raised in connection with the issuance of such Shares of the Managing Member in the event such Shares are sold for cash or cash equivalents, or (2) value of the property received in consideration for such Shares, in the event such Shares are issued in consideration for other property.

(c)      Issuance of Preferred Units. The Managing Member is explicitly authorized to issue preferred membership interests in the Operating Company (“Preferred Units”) or other membership interests in one or more classes, or one or more series of any of such classes, with such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including voting powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions, subject to New York law, including with respect to: (i) the allocations of items of income, gain, loss, deduction and credit to each such class or series of membership interests; (ii) the right of each such class or series of Preferred Units to participate in distributions; and (iii) the rights of each such class or series of Preferred Units upon dissolution and liquidation of the Operating Company; provided, however, that (x) the Preferred Units are issued in connection with an issuance of Preferred Shares of the Managing Member, which Preferred Shares have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the Preferred Units issued to the Managing Member in accordance with this Section 3.2(c), and (y) the Managing Member shall contribute the proceeds from, or the property received in consideration for, the issuance of such Preferred Shares as a Capital Contribution to the Operating Company.

ARTICLE IV

MANAGEMENT

4.1      Management by the Managing Member.

(a)      Authority.

(i) Except where approval by Members is expressly required by this Agreement or by the LLC Law: (A) the Managing Member in its sole discretion shall have full, complete and exclusive right, power and authority to exercise all the powers of the Operating Company set forth in Section 2.3; (B) the Managing Member shall exercise on behalf of the Operating Company complete discretionary

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authority for the management and the conduct of the affairs of the Operating Company; and (C) the Managing Member, in its sole discretion, shall have full, complete and exclusive right, power and authority in the management and control of the Operating Company’s business, including entering into the Asset Management Agreement and the Property Management Agreement. Without limiting the generality of the foregoing, the Managing Member shall be the agent of the Operating Company for the purposes of the Operating Company’s business and the act of the Managing Member on the Operating Company’s behalf, including the execution in the name of the Operating Company of an instrument, document or agreement shall bind the Operating Company, unless (1) the Managing Member has in fact no authority to act for the Operating Company in the particular matter and (2) the person with whom the Managing Member is dealing has knowledge that the action has not been so approved.

(ii) Notwithstanding the foregoing, the Managing Member shall not: (A) do any act in contravention of any Applicable Law or any provision of this Agreement or the Articles of Organization; (B) possess Operating Company property, or assign any rights in specific Operating Company property, for other than a Operating Company purpose, except as otherwise provided in this Agreement; (C) admit any Person as a Managing Member of the Operating Company except as permitted by this Agreement and the LLC Law; (D) admit any Person as a Member except as permitted by this Agreement and the LLC Law; or (E) perform any act that would subject a Member to personal liability for the debts, obligations and liabilities of the Operating Company except as provided herein or under the LLC Law.

(iii) The Managing Member shall act in good faith and with the degree of care an ordinarily prudent person in a like position would exercise under similar circumstances. In doing so, the Managing Member shall be entitled to rely on those items set forth in Section 409 of the LLC Law.

(iv) The Managing Member is expressly authorized to delegate such power, authority and responsibility for the management and operation of the business of the Operating Company to the Asset Manager as is set forth in the Asset Management Agreement and to the Property Manager as set forth in the Property Management Agreement.

(v) The Managing Member shall serve in such capacity until it resigns or is dissolved and shall not be subject to annual election or removal by the Members. If for any reason the Managing Member

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ceases to serve in such capacity, then the Members may elect a successor Managing Member by the Non-Managing Members holding a majority of the Membership Units held by Non-Managing Members as a group; provided, however, that the Managing Member shall have agreed to terms thereof. If no successor is elected within thirty (30) days of when the Managing Member ceases to serve as such, the Operating Company shall be dissolved.

(b)      Members No Right to Manage. Except as otherwise expressly provided in this Agreement or the LLC Law, no Member, solely by reason of being a Member, shall have the right to control or manage, or shall take any part in the control or management of, the property, business or affairs of the Operating Company.

(c)      Asset Management Agreement. The Operating Company has entered into an Asset Management Agreement, dated as of the date hereof in the form of Exhibit B hereto (as amended, supplemented or otherwise modified from time to time in accordance with the provisions thereof and of this Agreement, the “Asset Management Agreement”), with the Asset Manager, pursuant to which the Asset Manager provides the Operating Company with certain investment advisory, administrative and related services, including establishing and monitoring acquisition and disposition strategies for the Operating Company, arranging mortgage and other financing, providing annual property, portfolio, and market equity valuations, overseeing Subsequent Closings, holding the annual Member meetings and providing investment projections and reports. By execution of this Agreement, each Member ratifies, approves and consents to the terms and provisions of the Asset Management Agreement.

(d)      Property Management Agreement. The Operating Company has entered into a Property Management Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with the provisions thereof and of this Agreement, the “Property Management Agreement”), with the Property Manager, pursuant to which the Property Manager provides the Operating Company and the Portfolio Entities with certain property management services, including, ongoing management, oversight, rent collection and releasing of the Properties as well as identification of potential acquisition candidates and due diligence and administrative functions for all acquisition and sales transactions, including investigation of the condition and financial performance of the proposed Property, the terms of existing leases and the creditworthiness of the tenant and/or lease guarantor, and property, market and location characteristics. By execution of this Agreement, each Member ratifies, approves and consents to the terms and provisions of the Property Management Agreement.

(e)      Engagement of Other Persons. The Managing Member may, from time to time, employ any other Person to render services to the Operating Company on such terms and for such compensation as the Managing Member may determine in its discretion, including without limitation legal, tax, accounting, audit, equity and debt placement, property insurance, construction management, investment, consulting, and broker or finder services. Subject to Section 5.1(a), such employees and third parties may be Related Persons or Affiliates of any Related Person or of one or more of the Members.

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(f)      No Obligation to Consider Tax Consequences to Non-Managing Members. In exercising its authority under this Agreement, the Managing Member may, but shall be under no obligation to, take into account the tax consequences to any Member of any action taken by it. The Managing Member and the Operating Company shall not have liability to a Non-Managing Member under any circumstances as a result of an income tax liability incurred by such Non-Managing Member as a result of an action (or inaction) by the Managing Member pursuant to its authority under this Agreement.

(g)      Reliance on Documents. The Managing Member may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(h)      Action Through Officers and Attorneys. The Managing Member shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and a duly appointed attorney or attorneys-in-fact, including the Asset Manager acting pursuant to the Asset Management Agreement. Each such attorney shall, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform all and every act and duty which is permitted or required to be done by the Managing Member hereunder.

4.2      Expenses. The Operating Company shall be responsible for and pay directly, or shall reimburse any Person that paid on the Operating Company’s behalf, any expenses related to the Operating Company’s: (a) selection, evaluation, structuring, negotiation, acquisition, and disposition of, and investment in, acquired Properties, including but not limited to legal fees and expenses, brokerage commissions, financing fees and expenses, costs of financial analysis, costs of appraisals and surveys, nonrefundable option payments, architectural and engineering reports, environmental and asbestos audits, and title insurance and escrow fees; (b) all other operating expenses of the Operating Company and the Managing Member, including taxes, fees and expenses of Independent Directors, annual and other periodic fees of auditors and counsel, insurance, litigation, and capital and extraordinary expenditures not reimbursed by tenants of the Properties; excluding, however, any costs and expenses required to be paid by (i) the Property Manager pursuant to the Property Management Agreement, and (ii) the Asset Manager pursuant to the Asset Management Agreement; and (c) out-of pocket expenses incurred by the Asset Manager and its affiliates in connection with the organization of the Managing Member and the Operating Company, the offering and marketing of the Shares from time to time and related matters up to 0.5% of the aggregate capital contributions to the Operating Company and the Managing Member.

4.3      Third Party Reliance. Third Parties dealing with the Operating Company are entitled to rely conclusively upon the authority of the Managing Member and its delegees and attorneys in fact.

4.4      Designation of Tax Matters Member. The Managing Member is hereby designated as the “Tax Matters Member” under Section 6231(a)(7) of the Code, to manage administrative tax proceedings conducted at the Operating Company level by the Internal

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Revenue Service with respect to Operating Company matters. Each Member expressly consents to such designation and agrees that, upon the request of the Managing Member, it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. The Managing Member is specifically directed and authorized to take whatever steps the Managing Member in its discretion deems necessary or desirable to perfect such designation, including filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under Treasury Regulations. Expenses of administrative proceedings relating to the determination of Operating Company items at the Operating Company level undertaken by the Tax Matters Member shall be reimbursed by the Operating Company. Without limiting the generality of the foregoing, the Tax Matters Partner shall have the sole and absolute authority to make any elections on behalf of the Operating Company permitted to be made pursuant to Section 754 or any other section of the Code or the Treasury Regulations promulgated thereunder.

4.5      Competitive Interests. Neither the Managing Member nor any Related Person shall invest in any property meeting the Property Investment Criteria of the Operating Company without the consent of the Independent Directors Committee.

4.6      Other Activities. Subject to Section 4.5, notwithstanding anything in this Agreement or any other duty existing at law or equity, the Managing Member and any Member or any Affiliate of the Managing Member or of any Member, may engage in or possess an interest in any other business, venture or property of any nature or description, whether or not competitive with the Operating Company or any Portfolio Entity, including the acquisition, syndication, ownership, financing, leasing, operation, management, brokerage, construction and development of any real property, whether or not similar to that owned by the Operating Company or a Portfolio Entity. Neither the Operating Company nor any Member shall have any rights or obligations by virtue of this Agreement in and to such independent ventures and activities or the income or Income derived therefrom.

4.7      Investment Opportunities. Neither the Managing Member nor any Related Person shall be obligated to disclose or refer to the Operating Company any particular investment opportunity, whether or not any such opportunity is of a character which could be taken by the Operating Company.

4.8      Conflicts of Interest. While the Managing Member intends to avoid situations involving conflicts of interest, each Member acknowledges that there may be situations in which the interests of the Operating Company, may conflict with the interests of the Managing Member or Related Persons. Each Member agrees that the activities of the Managing Member and any Related Person specifically authorized by or described in this Agreement may be performed by the Managing Member or any authorized Related Person and will not, in any case or in the aggregate, be deemed a breach of this Agreement or any duty owed by any such Related Person to the Operating Company or to any Member. In the event of a conflict, the Managing Member will comply with the provisions of its Bylaws.

4.9      Limitation of Liability. To the maximum extent permitted under the LLC Law in effect from time to time, no Exculpated Person shall be liable to the Operating Company or to

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any Member for any act or omission performed or failed to be performed by such Exculpated Person, as a manager of the Operating Company, or for any losses, claims, costs, damages, or liabilities arising from any such act or omission, other than by reason of gross negligence or willful misconduct. Any termination of this Agreement or amendment to this Section 4.9 shall not adversely affect any right or protection of an Exculpated Person existing at the time of such termination or amendment.

4.10    Indemnification of Managing Member and Related Persons.

(a)    General. The Operating Company shall indemnify and hold harmless Exculpated Persons from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, or proceedings, civil, criminal, administrative or investigative, in which the Exculpated Person may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the offering of the Membership Units or the business of the Operating Company or any Portfolio Entities, including liabilities under the federal and state securities laws, regardless of whether the Exculpated Person continues to be the Managing Member, or an officer, manager, member, employee, agent of the Managing Member, its Affiliate or Related Person at the time any such liability or expense is paid or incurred, provided, however, that no such indemnification may be made if a judgment or other final adjudication adverse to such Exculpated Person establishes that: (i) the Exculpated Person’s acts were committed in bad faith; (ii) were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated; or (iii) that it personally gained in fact a financial income or other advantage to which it was not entitled under Applicable Law. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Exculpated Person acted in the manner specified above in (i), (ii) or (iii) of this Section 4.11(a).

(b)    Expenses. Expenses incurred by an Exculpated Person in defending any claim, demand, action, suit, or proceeding subject to this Section 4.11 shall, immediately from time to time as expected to incur, be advanced by the Operating Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Operating Company of any undertaking by or on behalf of the Exculpated Person to repay such amount if it shall be determined that such Exculpated Person is not entitled to be indemnified as authorized in this Section 4.11(a).

(c)    Other Rights. The indemnification provided by this Section 4.11 shall be in addition to any other rights to which those indemnified may be entitled under any agreement, as a matter of law or equity, or otherwise, both as to an action in the Exculpated Person’s capacity as the Managing Member, as an officer, manager, member, employee, agent or Affiliate of the Managing Member, and as to an action in another capacity, and shall continue as to an Exculpated Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Exculpated Person.

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(d)      Insurance. The Operating Company may purchase and maintain insurance on behalf of the Managing Member, and such other persons as the Managing Member shall determine, against any liability that may be asserted against or expense that may be incurred by such person in connection with the offering of Membership Units and the business of the Operating Company, regardless of whether the Operating Company would have the power to indemnify such person against such liability under the provisions of this Agreement.

(e)      Sole Beneficiaries and Continuation. The provisions of this Section 4.11 are for the benefit of the Exculpated Persons and shall not be deemed to create any rights for the benefit of other Persons. Notwithstanding the foregoing, the indemnification and advancement of expenses provided by, or granted pursuant to this Section 4.10 shall, unless otherwise provided when authorized or ratified, continue as to a Person who has ceased to be an Exculpated Person and shall inure to the benefit of the heirs, executors and administrators of such a Person.

(f)      Interested Transactions. An Exculpated Person shall not be denied indemnification in whole or in part because the Exculpated Person had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(g)      Binding Effect. Any amendment, modification or repeal of the indemnification provisions contained herein shall be prospective only and shall not in any way affect the limitations on the Operating Company’s obligation to any Exculpated Person herein as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(h)      Reimbursements to Managing Member Shall Not Be Treated As Distributions. If and to the extent the Operating Company is required to reimburse the Managing Member pursuant to any indemnification obligation contained herein and such reimbursement constitutes gross income of the Managing Member (as opposed to the repayment of advances made by the Managing Member on behalf of the Operating Company) such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Operating Company and all Members, and shall not be treated as distributions for purposes of computing the Members’ Capital Accounts.

4.11      Fiscal Year. The fiscal year of the Operating Company shall end on the 31st day of December in each year. The Managing Member shall have the authority to change the ending date of the fiscal year to any other date required or allowed under the Code if the Managing Member, in its discretion, shall determine such change to be necessary or appropriate. The Managing Member shall promptly give notice of any such change to the Members.

4.12      Books and Records. The books of account and records of the Operating Company and a copy of this Agreement shall be maintained at its principal place of business. Any Member has the right to inspect such books and records for the purposes of evaluating such Member investment in the Operating Company, at reasonable times and after notice to the Operating

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Company, provided that any expense incurred by such Member in connection with such inspection shall by that Member’s sole expense.

4.13      Independent Auditors. The books of account and records of the Operating Company shall be reviewed and reported upon on an income tax accounting basis as of the end of each fiscal year by such independent public accounting firm as may be selected from time to time by the Managing Member in its sole discretion.

4.14      Annual Financial Statements. As soon as practicable after the end of each fiscal year of the Operating Company, the Managing Member shall prepare and mail or cause to be prepared and mailed to each Member annual financial statements for such year of the Operating Company or the Managing Manager, if the Operating Company is consolidated with the Managing Member, on the basis of accounting used for income tax purposes, . The financial statements shall include a copy of the statement of assets of the Operating Company as of the end of such year, together with statements of revenue and expenses and cash flows and such other statements as are customarily prepared and reported upon under the applicable income tax accounting rules, all in reasonable detail, prepared in accordance with such income tax accounting rules, consistently applied except as otherwise stated therein.

4.15      Tax Information. The Managing Member shall send, within ninety (90) days after the end of each fiscal year, to each Member and to each other Person that was a Member at any time during such fiscal year, a Schedule K-1: “Partner’s Share of Income, Credits, Deductions, Etc.,” or, to the extent required for completion of the Member’s or other Person’s federal income tax returns, United States Internal Revenue Service Form 1065, “U.S. Return of Partnership Income, any similarly required state reporting form or schedule, or any successor schedule or form, filed by the Operating Company for such Member or such Person.

4.16      Bank Accounts. All funds of the Operating Company will be deposited in such separate bank account or accounts with the such officers of the Managing Member and such other persons as may be designated by the Managing Member from time to time as authorized signatories.

ARTICLE V

MEMBER VOTING AND MEETINGS

5.1      Voting Rights.

(a)      Without the approval of the Managing Member and each Non-Managing Member whose interest would be adversely affected thereby, neither the Operating Company nor the Managing Member shall cause or permit the Operating Company to amend this Agreement, except as provided in Section 10.5(b).

(b)      The Members shall also have the voting rights set forth in Sections 4.1(a)(v) with respect to the election of a new Managing Member.

5.2      Annual Meeting. The Operating Company may hold an annual meeting of the Members, in the discretion of the Managing Member. Any Annual Meeting shall be hold on such date, at such time and at such location as maybe determined by the Managing Member. At

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the Annual Meeting of the Members, the Managing Member shall review and discuss the investment activities of the Operating Company for the preceding fiscal year.

5.3      Special Meetings. The Operating Company shall hold special meetings of Members for any purpose or purposes upon a written call therefor by the Managing Member to the other Members. Any written request shall state the purpose or purposes of the proposed meeting.

5.4      Notice of Member Meetings. Written notice of a meeting of Members shall be given personally or by first class mail to each Member entitled to vote thereat, not fewer than ten (10) nor more than sixty (60) days prior to the meeting. Such written notice shall state the place, date and hour of the meeting and whether the meeting is an annual or special meeting. If such written notice is for a special meeting, the purpose(s) for which the meeting is called and by or at whose direction the notice is being issued must be included. Notice of a Member meeting need not be given to any member who submits a signed waiver of notice, in person or by proxy, whether before or after a meeting. The attendance of any member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him or her.

5.5      Quorum. Except as otherwise provided by the LLC Law, this Agreement or the Articles of Organization, Members holding a majority of the Percentage Interests entitled to vote thereat, present in person or represented by proxy, shall be necessary to and shall constitute a quorum for the transaction of business at all meetings of Members. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any Members. If, however, such quorum shall not be present or represented at any meeting of Members, Members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

5.6      Voting. In voting on any matter that requires the vote of Members, each Member entitled to vote thereat shall have one vote for each Membership Unit held. The Members shall be entitled to vote in person or by proxy. Whenever any action is to be taken by the Members, it shall, except as provided in the LLC Law or this Agreement, be authorized by a majority in interest of the Members’ votes cast at a meeting of Members by Members or such class of Members entitled to vote thereon.

5.7      Proxies. Every proxy must be executed in writing by a Member or by the Member’s attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it, except in those cases where an irrevocable proxy is permitted by law.

5.8      Written Consents. Whenever by any provision of the LLC Law, the Articles of Organization or this Agreement, the vote of Members at a meeting thereof is required or permitted to be taken in connection with any Operating Company action, the meeting and vote of the Members may be dispensed with, if a majority of all the Members that would have been

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entitled to vote upon the action if such meeting were held, shall consent in writing to such Operating Company action being taken. Every written consent shall bear the date and signature of the Member who signs the consent. Prompt notice of the taking of the action without a meeting shall be given to those members who have not consented in writing but who would have been entitled to vote thereon had such action been taken at a meeting.

5.9      Conduct of Meetings. Each meeting of the Members shall be conducted by the Chairman of the Board or the Chief Executive Officer of the Managing Member or such other persons as the Managing Member may appoint pursuant to such rules for the conduct of the meeting as the Managing Member or such other person deems appropriate.

ARTICLE VI

CAPITAL ACCOUNTS; ALLOCATIONS

6.1      Capital Accounts. A Capital Account shall be established and maintained for each Member to which shall be credited the Capital Contributions made by such Member and such Member’s allocable share of Income (and items thereof), and from which shall be deducted distributions to such Member of cash or other property and such Member’s allocable share of Loss (and items thereof). The Capital Accounts of the Members shall be adjusted and maintained in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).

6.2      Allocations to Capital Accounts.

(a)      General Rule. After giving effect to the allocations provided in Section 6.2(c) or elsewhere in this Agreement, Income (and items thereof) and Loss (and items thereof) for each fiscal year shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal in amount (proportionately based upon the number of Membership Units, and any Preferred Units, held by such Member) to the distributions that would be made to such Member during such fiscal year pursuant to Section 7.1, reduced by the Member’s share of Operating Company minimum gain determined pursuant to Section 1.704-2(g) of the Treasury Regulations and by the Member’s share of Member non-recourse debt minimum gain determined in accordance with Section 1.704-2(i) of the Treasury Regulations, if: (i) the Operating Company were dissolved and terminated; (ii) its affairs were wound up and each Operating Company asset was sold for cash equal to its Book Value (except that any Operating Company asset that is sold in such fiscal year shall be treated as if sold for an amount of cash equal to the sum of (A) the amount of any net cash proceeds actually received by the Operating Company in connection with such sale and (B) the fair market value (as determined by the Managing Member) of any property actually received by the Operating Company in connection with such sale); (iii) all Operating Company liabilities were satisfied (limited with respect to each non-recourse liability to the Book Value of the assets securing such liability); and (iv) the net assets of the Operating Company were distributed in accordance with Section 7.1 to the Members immediately after giving effect to such allocation. The Managing Member may, in its discretion, make such other assumptions (whether or not consistent with the above assumptions) as it deems necessary or appropriate in order to effectuate the intended economic arrangement of the Members.

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(b)      Allocations Relating to Last Fiscal Year. Except as otherwise provided elsewhere in this Agreement, if upon the dissolution and termination of the Operating Company pursuant to Article IX and after all other allocations provided for in Section 6.2 have been tentatively made as if this Section 6.2(b) were not in this Agreement, a distribution to the Members in accordance with Capital Accounts would be different from a distribution to the Members under Section 7.1(a), then Income (and items thereof) and Loss (and items thereof) for the fiscal year in which the Operating Company dissolves and terminates pursuant to Article IX shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately based upon the number of Membership Units, and any Preferred Units, held by such Member) to the amount of the distributions that would be made to such Member during such last fiscal year pursuant to Section 7.1. The Managing Member may, in its discretion, apply the principles of this Section 6.2(b) to any fiscal year preceding the fiscal year in which the Operating Company dissolves and terminates if delaying application of the principles of this Section 6.2(b) would likely result in distributions under Section 9.3 that are materially different from distributions under Section 7.1 in the fiscal year in which the Operating Company dissolves and terminates.

(c)      Allocations in Special Circumstances. The following special allocations shall be made in the following order:

(i) Minimum Gain Chargeback. Notwithstanding any other provision of this Article VI, if there is a net decrease in Operating Company minimum gain (as defined in Treasury Regulations Section 1.704-2(b)(2) and (d)) during any fiscal year, the Members shall be specially allocated items of Operating Company income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to the portion of such Member’s share of the net decrease in Operating Company minimum gain, determined in accordance with Treasury Regulations Section 1.704-2(f) and (g). This Section 6.2(c)(i) is intended to comply with the minimum gain chargeback requirement in such section of the Treasury Regulations and shall be interpreted consistently therewith.

(ii) Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VI, if there is a net decrease in Member non-recourse debt minimum gain attributable to a Member non-recourse debt (as defined in Treasury Regulations Section 1.704-2(i)) during any fiscal year, each Member shall be specially allocated items of Operating Company income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to the portion of such Member’s share of the net decrease in Member non-recourse debt minimum gain attributable to such Member’s non-recourse debt, determined in accordance with Treasury Regulations Section 1.704-2(i). This Section 6.2(c)(ii) is intended to comply with the minimum gain chargeback

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requirement in such section of the Treasury Regulations and shall be interpreted consistently therewith.

(iii) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Operating Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Member (as determined under Treasury Regulations Section 1.704-1) as quickly as possible, provided that an allocation pursuant to this Section 6.2(c)(iii) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in Section 6.2 have been tentatively made as if this Section 6.2(c)(iii) were not in this Agreement. This Section 6.2(c)(iii) is intended to comply with the qualified income offset provisions in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(iv) Gross Income Allocation. In the event any Member has a deficit balance in such Member’s Capital Account (as determined after crediting such Capital Account for any amounts that such Member is deemed obligated to restore pursuant to Treasury Regulations Section 1.704-2), items of Operating Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate such deficit (as so determined) of such Member’s Capital Account as quickly as possible; provided that an allocation pursuant to this Section 6.2(c)(iv) shall be made only if and to the extent that such Member would have such Capital Account deficit (as so determined) after all other allocations provided for in Section 6.2 (other than Section 6.2 (c)(iii)) have been tentatively made as if this Section 6.2 (c)(iv) were not in this Agreement.

(v) Loss Allocation Limitation. No allocation of Loss (or items thereof) shall be made to any Member to the extent that such allocation would create or increase a deficit in such Member’s Capital Account (as determined after debiting such Capital Account for the items described in Treasury Regulations Section 1.704-1(b)(2) (ii)(d)(4),(5) and (6) and crediting such Capital Account for any amounts that such Member is deemed obligated to restore pursuant to Treasury Regulations Section 1.704-2).

(vi) Non-Recourse Deductions. Non-recourse Deductions for any year shall be specially allocated to the Members.

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(vii) Member Non-Recourse Deductions. Any Member Non-recourse Deductions for any year shall be allocated to the Member who bears the economic risk with respect to the Member non-recourse debt to which such Member Non-recourse Deductions are attributable in accordance with Section 1.704-2(i)(1) of the Treasury Regulations.

(d)      Issuance, Transfer or Change in Membership Units. The Managing Member is authorized to adopt any convention or combination of conventions likely to be upheld for federal income tax purposes regarding the allocation and/or special allocation of items of Operating Company income, gain, loss, deduction and expense with respect to Membership Units which are: newly issued, transferred, redeemed, or exchanged for Shares. A transferee of a Membership Unit in the Operating Company shall succeed to the Capital Account of the transferor Member to the extent it relates to the transferred Membership Unit.

6.3      Tax Allocations.

(a)      General Rules. Except as otherwise provided in Section 6.3(b), for each fiscal year, items of Operating Company income, gain, loss, deduction and expense shall be allocated, for federal, state and local income tax purposes, among the Members in the same manner as Income (and items thereof) or Loss (and items thereof), of which such items are components, were allocated pursuant to Section 6.2.

(b)      Section 704(c) of the Code. Income, gains, losses and deductions with respect to any property (other than cash) contributed or deemed contributed to the capital of the Operating Company shall, solely for income tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Operating Company for federal income tax purposes and its fair market value (determined by the Manging Member) at the time of the contribution or deemed contribution in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder. Except as may be determined in the Managing Member’s sole discretion, the Traditional Method set forth in Section 1.704-3(b)(1) to the Treasury Regulations promulgated under Section 704(c) of the Code shall apply. If there is a revaluation of Operating Company property pursuant to the definition of Book Value, subsequent allocations of income, gains, losses or deductions with respect to such property shall be allocated among the Members so as to take account of any variation between the adjusted tax basis of such property to the Operating Company for federal income tax purposes and its fair market value at the time of contribution in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder. Such allocations shall be made in such manner and utilizing such permissible tax elections as determined in the discretion of the Managing Member.

(c)      Tax Allocations Binding. The Members acknowledge that they are aware of the tax consequences of the allocations made by this Section 6.3 and hereby agree to be bound by the provisions of this Section 6.3 in reporting their respective shares of items of Operating Company income, gain, loss, deduction and expense.

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6.4      Determinations by Managing Member. All matters concerning the computation of Capital Accounts, the allocation of items of Operating Company income, gain, loss, deduction and expense for all purposes of this Agreement and the adoption of any accounting procedures not expressly provided for by the terms of this Agreement shall be determined by the Managing Member in its discretion. Such determinations shall be final and conclusive as to all the Members. Without in any way limiting the scope of the foregoing, if and to the extent that, for income tax purposes, any item of income, gain, loss, deduction or expense of any Member or the Operating Company is constructively attributed to, respectively, the Operating Company or any Member, or any contribution to or distribution by the Operating Company or any payment by any Member or the Operating Company is recharacterized, the Managing Member may, in its discretion and without limitation, specially allocate items of Operating Company income, gain, loss, deduction and expense and/or make correlative adjustments to the Capital Accounts of the Members in a manner so that the net amount of income, gain, loss, deduction and expense realized by each relevant party (after taking into account such special allocations) and the net Capital Account balances of the Members (after taking into account such special allocations and adjustments) shall, as nearly as possible, be equal, respectively, to the amount of income, gain, loss, deduction and expense that would have been realized by each relevant party and the Capital Account balances of the Members that would have existed if such attribution and/or recharacterization and the application of this sentence of this Section 6.4 had not occurred. Notwithstanding anything expressed or implied to the contrary in this Agreement, in the event the Managing Member shall determine, in its discretion, that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to effectuate the intended economic sharing arrangement of the Members, the Managing Member may make such modification.

ARTICLE VII

DISTRIBUTIONS

7.1    Distributions.

(a)      Subject to the provisions of Section 7.2, the Managing Member shall cause the Operating Company to make Distributions in such amounts as the Managing Member shall determine in its sole discretion. Such Distributions shall be made to the Members who are Members on the applicable record date for such distribution as determined by the Managing Member in accordance with their respective Percentage Interests on such Record Date subject to any withholding required pursuant to the Code or any provisions of applicable state or local tax law, except as otherwise provided in any agreement between the Managing Member or the Operating Company and such Member.

(b)      All amounts withheld pursuant to the Code or any provisions of any state or local tax law with respect to any allocation, payment or Distribution to a Member shall be treated as Distributions to such Member for all purposes under this Agreement.

(c)      The Managing Member may from time to time, in its sole discretion, make, and the Members shall accept, Distributions in the form of property of the Operating Company. The Managing Member shall reasonably determine in good faith the fair market value attributable to such property and may distribute different types of property to different

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Members; provided, that the fair market value of the property distributed to each Member is equal to the amount of the Distribution such Member is entitled to based on the fair market value of the property distributed to all Members.

(d)      The Managing Member shall take such reasonable efforts, as determined by it in its sole discretion and consistent with its qualification as a REIT, to make Distributions to the Members in a manner which will preclude any such Distribution or portion thereof from being treated as part of a sale of property to the Operating Company by a Limited Partner under Section 707 of the Code or the Regulations thereunder; provided, that the Managing Member and the Operating Company shall have no liability to a Member under any circumstances as a result of any Distribution to a Member being so treated.

7.2      Restrictions on Distributions. The foregoing provisions of this Article VII to the contrary notwithstanding, no distribution shall be made if such distribution would violate any contract or agreement to which the Operating Company is then a party or any Applicable Law.

7.3      Record Holders. Any distribution of Operating Company assets, whether pursuant to this Article VII or otherwise, shall be made only to Persons who, according to the books and records of the Operating Company, were the holders of record of Membership Units on the date determined by the Managing Member as of which the Members are entitled to any such distribution.

7.4      Distribution Reinvestment. The Managing Member may make available to Members from time to time the right to purchase Shares with the proceeds of any Distribution pursuant to its Distribution Reinvestment Plan.

7.5      Final Distribution. The final distributions following dissolution of the Operating Company shall be made in accordance with the provisions of Article IX.

ARTICLE VIII

CONVERSION RIGHTS; ASSIGNMENT OF INTERESTS

8.1      Conversion Rights.

(a)      Any Member shall have the right to convert all or any portion of its Membership Units into Shares (the “Conversion Right”) from time to time at the end of any quarter and upon the occurrence of certain extraordinary events in the discretion of the Managing Member, such as death of the Member or termination of the Operating Company pursuant to section 9.1, subject to the terms and conditions of this Article VIII. If at any time any Member desires to make an investment decision regarding whether to convert, the Member will notify the Managing Member and the Managing Member will provide the Member with the then current private placement memorandum of the Managing Member with respect to the offering of its Shares, any supplements thereto, and the form of Subscription Agreement and Irrevocable Proxy to be completed by each investor in the Shares. No Member will be entitled to exercise the Conversion Right if such Member does not satisfy the investor suitability standards of the offering or otherwise make the representations and warranties of subscribers under the Subscription Agreement, provided, however, that any Member which is not, on the date of exercise of the Conversion Right, an “accredited investor,” as such term if defined under

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Regulation D promulgated under the Securities Act, shall be entitled to convert if such conversion will be exempt from registration under the Securities Act.

(b)      In the event that any Member wishes to exercise its Conversion Right, the Member shall notify the Managing Member in writing (the “Conversion Notice”), specifying the number of the Membership Units the Member it wishes to convert. Effective as of the last day of the calendar quarter which is at least ten (10) business days after the receipt of a Conversion Notice (the “Conversion Date”), the Managing Member will issue a number of Shares corresponding to the number of Membership Units specified in the Conversion Notice to be converted and shall cause the records of the Operating Company, including Exhibit A hereto, to be amended to reflect the conversion and corresponding cancellation by the Operating Company of the Membership Units to converted and the issuance of the number of full Shares issuable upon the conversion of the Membership Units. Each conversion will be deemed to have been effected on the Conversion Date. The Shares are uncertificated securities and the Member shall receive the notice required by the Maryland General Corporation Law with respect to the terms and conditions of the Shares. All Shares delivered upon conversion of all or any portion of a Member’s Membership Units will, upon issuance, be duly and validly issued and fully paid and nonassessable, free of all liens and charges and not subject to any preemptive rights. The number of Membership Units so converted will no longer be deemed to be outstanding and all rights of the holder with respect to that portion so converted will immediately terminate, except the right to receive the Shares and any accrued but unpaid distributions with respect to the Membership Units converted.

(c)      Notwithstanding the provisions of Section 8.1(a) and Section 8.1(b) hereof, a Member shall not be entitled to exercise the Conversion Right pursuant to Section 8.1(a) if: (i) the delivery of the Shares to such Member on the Conversion Date by the Managing Member would cause the Managing Member to be taxed as a corporation rather than as a real estate investment trust for federal income tax purposes, or (ii) the exercise of the Conversion Right would cause the sum of the Membership Units that have been sold, assigned, transferred, redeemed or otherwise disposed of (other than transfers at death, transfers between certain family members, and other transfers described in Section II.B of IRS Notice 88-75) in the fiscal year to exceed ten (10) percent of all Membership Units outstanding, except as otherwise authorized by the Managing Member in its discretion. This Section 8.2(c)(ii) is intended to satisfy the safe harbor in Section II.E.1 of IRS Notice 88-75 under which transfers of interests pursuant to a redemption or repurchase agreement will be disregarded for purposes of determining whether interests in the entity will be treated as readily tradeable on a secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code.

(d)      If there is any change in the outstanding Shares, whether upon recapitalization, merger, or otherwise, the Independent Directors Committee shall make a fair and equitable change to the Conversion Right to reflect the effect of such transaction on the Shares and the Membership Units. If any change in the Conversion Right is approved by the Independent Directors Committee, then the Managing Member will mail to each of the Members a notice describing the transaction and the amendment of the Conversion Right adopted by the Independent Directors Committee as a result thereof.

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(e)      The Managing Member will at all times reserve and keep available, free from preemptive rights, out of the authorized but unissued Shares for the purpose of effecting conversion of Membership Units, the maximum number of Shares which the Managing Member would be required to deliver upon conversion of all of the Membership Units outstanding from time to time other than those held by the Managing Member.

8.2      Withdrawals and Assignments by Members.

(a)      No Withdrawal. No Member shall be entitled to withdraw or resign from the Operating Company, except pursuant to the terms of this Agreement. No Member shall be entitled to receive any money or property from the Operating Company except: (i) by way of distributions upon the winding up of the Operating Company pursuant to Article IX; (ii) by way of distributions pursuant to Sectoin 7.1; (iii) in respect of repayment of any bona fide loans to the Operating Company then due and owing; and (iv) as expressly provided elsewhere in this Agreement.

(b)      Limited Right of Assignment. No Member may directly or indirectly sell, transfer, assign, hypothecate, pledge or otherwise dispose of or encumber all or any part of its Membership Units (including any right to receive distributions or allocations in respect of such Membership Units and whether voluntarily, involuntarily or by operation of law) (each, an “Assignment”) without the prior written consent of the Managing Member, the granting or denial of which shall be in the Managing Member’s sole discretion. Each Member and each assignee thereof hereby agrees that it will not effect any Assignment of all or any part of its Membership Units (whether voluntarily, involuntarily or by operation of law) in any manner contrary to the terms of this Agreement or that violates or causes the Operating Company or the Managing Member to violate the Securities Act, the Exchange Act, the Investment Operating Company Act, or Applicable Laws.

(c)      Right of Managing Member Group Members to Assignment. Notwithstanding Section 8.1(b), the Managing Member Group Members (other than the Managing Member) may make an Assignment of their Membership Unit to any Person, and such Person shall be admitted as a Substitute Member, subject to compliance with Section 8.1(d) and the requirement of Section 3.1(a)(iii) that the Managing Member Group Members shall, so long as they control the Asset Manager, maintain an equity contribution in the Managing Member and the Operating Company in the aggregate of at least 20,000 Shares on a fully diluted basis. The Members acknowledge and agree that, subject to the foregoing restriction, the Managing Member may offer to potential Additional Members Membership Units held by the Managing Member Group Members other than the Managing Member rather than newly issued Membership Units.

(d)      Conditions Precedent to Assignment. Any purported Assignment by a Member pursuant to the terms of this Section 8.1 shall, in addition to requiring the prior written consent referred to in Section 8.1(b), be subject to the satisfaction of the following conditions:

(i) The Managing Member shall have been given at least twenty (20) Business Days’ prior written notice of such desired Assignment

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specifying the name and address of the proposed assignee and the terms and conditions of the proposed Assignment;

(ii) The assigning Member or assignee shall undertake to pay all expenses incurred by the Operating Company or the Managing Member on behalf of the Operating Company in connection therewith;

(iii) The Operating Company shall receive from the assignee: (A) such documents, instruments and certificates as may be requested by the Managing Member, pursuant to which such assignee shall agree to be bound by this Agreement; (B) a certificate duly executed by the assignee to the effect that each of the representations, warranties and acknowledgments set forth in the Subscription Agreement are (except as otherwise disclosed to the Managing Member) true and correct with respect to such Person as of the date of such Assignment and that the assignee agrees to be bound by each of the agreements, covenants and acknowledgments in the Subscription Agreement as if it were a party thereto; (C) a completed suitability statement in the form contained in the Subscription Agreement, as relevant to the proposed assignee; (D) such other documents, opinions, instruments and certificates as the Managing Member shall request; and (E) a counterpart of this Agreement executed by or on behalf of such Person;

(iv) Such assigning Member or assignee shall, prior to making any such Assignment, deliver to the Operating Company the opinion of counsel described in Section 8.2(e), if required by the Operating Company; and

(v) Such Assignment would not pose a material risk that the Operating Company will be treated as a “publicly traded Operating Company” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder or make the Operating Company ineligible for “safe harbor” treatment under Section 7704 of the Code and the regulations promulgated thereunder.

The Managing Member may, in its discretion, waive any or all of the conditions set forth in this Section 8.1(d) other than clause (iii)(B) thereof.

(e)      Opinion of Counsel. The opinion of counsel referred to in Section 8.2(d)(iv) shall be in form and substance satisfactory to the Managing Member, shall be from counsel satisfactory to the Managing Member (which, in the case of an assignee that is an institutional investor, may be staff counsel regularly employed by such institutional investor) and shall be substantially to the effect that (unless specified otherwise by the Managing Member) the consummation of the Assignment contemplated by the opinion will not:

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(i) violate any provisions of the Securities Act or applicable state securities laws;

(ii) require the Managing Member or the Operating Company to register as an investment company under the Investment Operating Company Act and (whether or not such Assignment is of the assigning Member’s entire Membership Unit), that the assignee is a Person that counts as one beneficial owner for purposes of Section 3(c)(1) of the Investment Operating Company Act;

(iii) require the Managing Member or any Affiliate of the Managing Member to register as an investment adviser under the Advisers Act;

(iv) cause the Operating Company to be taxable as a corporation or association under the Code;

(v) violate any Applicable Laws pertaining to such Assignment; and

(vi) pose a material risk that the Operating Company will be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder and would not make the Operating Company ineligible for “safe harbor” treatment under Section 7704 of the Code and the regulations promulgated thereunder.

In giving such opinion, counsel may, with the consent of the Managing Member, rely as to factual matters on certificates of the assigning Member, the assignee and the Managing Member.

(f)      Admission of Assignees as Substitute Members. No assignee of all or any portion of the Membership Units of a Member in the Operating Company shall be admitted to the Operating Company as a Substitute Member unless and until the Managing Member has consented to such substitution in its discretion. Unless and until an assignee of a Membership Unit becomes a Substitute Member, such assignee shall not be entitled to exercise any vote, consent or any other right or entitlement with respect to such Membership Unit. In the event of the admission of an assignee as a Substitute Member, all references herein to the assigning Member shall be deemed to apply to such Substitute Member, and such Substitute Member shall succeed to all rights and obligations of the assigning Member hereunder. A Person shall be deemed admitted to the Operating Company as a Substitute Member at the time that the foregoing provisions are satisfied. No attempted Assignment and no substitution shall be recognized by the Operating Company unless effected in accordance with and as permitted by this Agreement.

8.3      Sale of Membership Units; Applicable Law Withdrawal.

(a)      Sale of Membership Units. If, at any time, the Managing Member determines, after consultation with the affected Member and counsel to the Managing Member,

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that there is a reasonable likelihood that the continuing participation in the Operating Company by any Member might: (i) cause the Operating Company or any Member to be subject to a requirement to register as an investment company under the Investment Operating Company Act, or (ii) have a Material Adverse Effect, such Member will, upon the written request of the Managing Member, use its best efforts to dispose of its entire Membership Unit (or such portion of its Membership Unit that, in the discretion of the Managing Member, is sufficient to prevent or remedy the circumstance described above) to any Person at a price acceptable to such Member, in a transaction that complies with Section 8.1.

(b)      Applicable Law Withdrawal. If, as a result of Applicable Law, the ownership of a Membership Unit by a Member becomes illegal, or is likely to become illegal or the Applicable Law more likely than not requires divestiture of such Member’s Membership Unit or indirect investment through the Operating Company in a Portfolio Entity, then the Managing Member and the Member shall use their respective commercially reasonable efforts to avoid a violation of any such Applicable Law by a Member. These steps may include, depending on the provisions of such Applicable Law: (i) arranging for the sale of the Member’s Membership Unit to a Third Party upon terms reasonably satisfactory to such Member in a transaction that complies with Section 8.1; (ii) making any appropriate applications to the relevant Governmental Authority for exemption from the application of such Applicable Law; (iii) converting such Member’s Membership Unit into a special interest with no voting or similar rights but with only an economic right (identical to its prior rights as a Member) with respect to which such Member has made Capital Contributions; or (iv) permitting the Member to withdraw from the Operating Company for a “payment” to such Member equal to the value of its Membership Unit at the time of withdrawal, such value to be equal to the then current Determined Share Value. The “payment” shall be made in cash unless the Managing Member determines in its discretion that the payment in cash would be economically detrimental to the Operating Company, in which case such payment may be made in kind, subject to the Applicable Law. The timing of any such withdrawal must be mutually agreeable to the Member and the Managing Member taking proper account of the effective date of the Applicable Law that is the basis for the withdrawal or other remedy provided herein and the need of the Managing Member for a reasonable period of time to find a solution to the illegality or requirement for divestiture. Such illegality must be established by (A) an opinion of counsel (which counsel shall be reasonably satisfactory to the Managing Member) substantially to the effect that the ownership of the Membership Unit more likely than not will result in such illegality or requirement for divestiture, or (B) upon a ruling or order from a Governmental Authority.

ARTICLE IX

DISSOLUTION OF THE COMPANY

9.1      Dissolution of Operating Company. The existence of the Operating Company shall continue until the first to occur of any of the following events (an “Event of Termination”):

(a)      The election of the Managing Member to terminate the Operating Company.

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(b)      The last Business Day of the fiscal year of the Operating Company (after the termination of the Investment Period) in which all Properties acquired, or agreed to be acquired, by the Operating Company have been sold or otherwise disposed of.

(c)      The entry of a decree of judicial dissolution pursuant to Section 702 of the LLC Law.

(d)      As provided in Section 4.1(a)(v).

9.2      Winding Up of Operating Company Affairs and Distribution of Assets. Upon the occurrence of an Event of Termination, the Operating Company shall be dissolved and the business of the Operating Company shall be wound up and the assets of the business shall be liquidated reasonably promptly by the Managing Member, acting as liquidating agent; provided, however, that if the Operating Company is being dissolved and liquidated pursuant to Section 9.1(b) or (g), then the Members may elect another Person to act as liquidating agent by Non-Managing Member Majority-in-Interest Consent.

9.3      Distributions Upon Dissolution and Liquidation. As soon as practicable after the effective date of the dissolution of the Operating Company, the Operating Company’s assets shall be applied and distributed in the following order:

(a)      Payment of debts and liabilities to creditors, including Members who are creditors, to the extent permitted by Applicable Law other than liabilities for distributions to Members;

(b)        Payment to Members or former Members in satisfaction of liabilities for distributions previously declared but unpaid; and

(c)    Payment of any remaining assets as a distribution made in accordance with Section 7.1(a).

Distributions to the Members pursuant to Sections 9.3(c) shall be made no later than the end of the Operating Company’s taxable year (or, if later, within 90 days after the date of the liquidation of the Operating Company).

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1      Notices. Any notice, payment demand, or communication required or permitted to be given by any provision of this Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered personally to the Managing Member and the Member or if sent by registered or certified mail, postage and charges prepaid, addressed to the address of each Member as it appears in the records of the Operating Company, or if sent by recognized overnight courier.

10.2      Application of New York Law. This Agreement and the application and interpretation thereof shall be governed exclusively by its terms and by the internal laws of the

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State of New York without reference to conflict of laws principles other than New York General Obligations Law Section 5-1401 and 5-1402.

10.3      Consent To Jurisdiction. EACH OF THE MEMBERS HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN MONROE COUNTY, NEW YORK FOR THE PURPOSE OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THE COMPANY OR THIS AGREEMENT. EACH OF THE MEMBERS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH MEMBER CONSENTS TO THE SERVICE OF PROCESS IN ANY SUCH PROCEEDING BY THE DELIVERY (BY OVERNIGHT COURIER) TO IT AT ITS ADDRESS TO WHICH NOTICE IS REQUIRED TO BE GIVEN TO IT IN THIS AGREEMENT. EACH MEMBER FURTHER AGREES THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING SHALL BE CONCLUSIVE AND BINDING AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

10.4      Waiver of Trial by Jury. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER.

10.5      Amendments to Agreement.

(a)      This Agreement may not be amended, modified, altered or restated, except as expressly set forth in Section 5.1(a) and this Section 10.5. Amendments to this Agreement may be proposed by the Managing Member. In the event any proposed amendment requires the approval of any Non-Managing Members, the Managing Member shall seek the written vote of the Members on the proposed amendment or call a meeting to vote thereon and to transact any other business that it may deem appropriate. For purposes of obtaining a written consent, the Managing Member may require a response within a reasonable specified time, but not less than 15 days, and failure to respond in such time period shall constitute a consent with respect to the proposal; provided, that, an action shall become effective at such time as requisite consents are received even if prior to such specified time.

(b)      Notwithstanding the foregoing, the Managing Member shall have the power without the consent of the Non-Managing Members, to amend this Agreement as may be required to facilitate or implement any of the following purposes:

(i) to reflect the issuance of additional Membership Units or the admission, substitution, termination or withdrawal of Members in accordance with this Agreement.

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(ii) to reflect a change that is of an inconsequential nature and does not adversely affect the Non-Managing Members in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions;

(iii) to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a Federal or state agency or contained in Federal or state law; and

(iv) to reflect such changes as are reasonably necessary for the Managing Member to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the Internal Revenue Service.

The Managing Member will provide notice to the Non-Managing Members when any action under this Section 10.5 is taken.

10.6      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.

10.7      Successors. Subject to the limits on assignment contained herein, each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the permitted successors, heirs and assigns, of the Members.

10.8      Entire Agreement. This Agreement, the Articles of Organization and any Subscription Agreements, each as amended or supplemented from time to time, constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto, including but not limited to the Original Operating Agreement.

10.9      Power of Attorney. Each Member hereby constitutes and appoints the Managing Member as such Member’s true and lawful agent and attorney-in-fact, with full power of substitution, with full power and authority in such Member’s name, place and stead to execute, acknowledge, deliver and file all such documents which the Managing Member deems necessary or appropriate: (a) to continue the existence or qualification of the Operating Company as a limited liability company under the laws of any state or jurisdiction; (b) to reflect amendments to this Agreement or the Articles of Organization made pursuant hereto; or (c) to reflect the dissolution or liquidation of the Operating Company pursuant to the terms hereof. The foregoing power of attorney is hereby declared irrevocable and a power coupled with an interest and shall survive the death or incapacity of any Member and shall extend to such Member’s successors and assigns, heirs or representatives.

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10.10      Waiver of Action for Partition. Each of the Members irrevocably waives any right that it may have to maintain any action for partition with respect to any of the Operating Company’s assets.

10.11      Number and Gender. In interpreting this Agreement, the masculine gender includes the feminine, the neuter shall include both the masculine and feminine, the singular includes the plural, and the plural includes the singular whenever the context so requires.

10.12      Counsel. Each Member hereby acknowledges and agrees that Nixon Peabody LLP is acting as counsel to the Managing Member and some of the Related Persons and, except as otherwise provided by law, does not represent or owe any duty to any other Member or to the Members as a group.

10.13      Survival. Except as otherwise expressly provided herein, all indemnities and reimbursement obligations made pursuant to this Agreement shall survive dissolution and liquidation of the Operating Company until expiration of the longest applicable statute of limitations (including extensions and waivers) with respect to the matter for which a party would be entitled to be indemnified or reimbursed, as the case may be.

10.14      Ownership and Use of Name. Upon termination of the Operating Company, the entire right, title and interest in and to the name of the Operating Company and the goodwill attached thereto shall, without requiring any compensation to the Operating Company or to any Member, be assigned to the Managing Member or to such other Person as shall be designated by the Managing Member.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple counterparts as of the day and in the year first above written, and each of such counterparts, when taken together, shall constitute one and the same instrument.

ORIGINAL MEMBERS:	BROADSTONE VENTURES, LLC
	By:      /s/ Robert C. Tait
	Robert C. Tait, President
	KNOLLWOOD VENTURES, INC.
	By:      /s/ Norman P. Leenhouts
	Norman P. Leenhouts, President
	BOX TREE ASSETS LLC
	By:      /s/ Robert C. Tait
	Robert C. Tait, Authorized Member
	/s/ Nelson B. Leenhouts
	Nelson B. Leenhouts
MANAGING MEMBER:	BROADSTONE NET LEASE, INC.
	By:      /s/ Amy L. Tait
	Amy L. Tait, Chief Executive Officer and Secretary
OPERATING COMPANY:	BROADSTONE NET LEASE, LLC
	By:      Broadstone Net Lease, Inc.
	Its Managing Member
		By:      /s/ Robert C. Tait
			Robert C. Tait, President

EX-10.7

Exhibit 10.7

Execution Copy

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) by and between Broadstone Net Lease, Inc., a Maryland corporation (the “REIT”), Broadstone Net Lease, LLC, a New York limited liability company (the “Operating Company”), and the Operating Company’s subsidiary, Broadstone Employee Sub, LLC, a New York limited liability company (“REIT Operator” and, together with the REIT and the Operating Company, the “Company”), and Christopher J. Czarnecki (“Executive”) is dated as of the Effective Date.

WHEREAS, Executive and the Company are presently party to that certain Employment Agreement, dated November 11, 2019 (the “Prior Agreement”); and

WHEREAS, the Company and Executive desire to amend and restate the Prior Agreement as of the Effective Date, as set forth herein, for the purpose of adding the REIT Operator as a party to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Term of Employment.

(a)            Subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Company agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.

(b)            The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Agreement and Plan of Merger between the REIT, the Operating Company, Broadstone Real Estate, LLC, a New York limited liability company, and the other parties thereto, dated as of November 11, 2019) (the “Effective Date”) and continue through the fourth (4^th) anniversary of the Closing (the “Term” or “Term of Employment”), unless the Agreement is terminated sooner in accordance with Section 4 hereof. If the Closing does not occur, this Agreement will automatically terminate and be of no force or effect.

2. Position; Duties and Responsibilities.

(a)            During the Term of Employment, Executive will be employed by the REIT Operator and will serve as the President and Chief Executive Officer of the REIT, reporting solely and directly to the Board of Directors of the REIT (the “Board of Directors” or the “Board”). In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Board of Directors shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited liability company agreement of the Operating Company, and the limited liability company agreement of REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company.

(b)            During the Term of Employment, Executive will, without additional compensation, also serve on the Board of Directors of, serve as an officer of, and/or perform such executive

and consulting services for, or on behalf of, such subsidiaries of the REIT as the Board of Directors may, from time to time, request.

(c)            During the Term of Employment, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (unless approved by the Board of Directors); provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement or violate the restrictive covenants set forth in Section 6 of this Agreement.

(d)            During the Term of Employment, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Rochester, New York (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

3. Compensation and Benefits.

(a)            Base Salary. During the Term of Employment, Executive will be entitled to receive an annualized base salary (the “Base Salary”) of not less than $625,000. The Base Salary shall be paid in accordance with REIT Operator’s normal payroll practices, but no less often than semi-monthly. The Base Salary shall be subject to annual review by the Board (or a committee of directors to whom such responsibility has been delegated by the Board) for possible increase, but not decrease (except pursuant to across-the-board salary reductions affecting other senior-level executives of the REIT.

(b)            Incentive Compensation. In addition to the Base Salary, Executive shall be entitled to participate in any short-term and long-term incentive programs (including without limitation equity compensation plans) established by the Company, including for its senior level executives. However, during the Term of Employment, and subject to subsection (e) below, such arrangements will include:

(i)          Annual Performance Bonus. In each calendar year of the Term of Employment, Executive shall be eligible to receive an annual incentive bonus (the “Annual Bonus”) payable in cash, pursuant to the performance criteria and targets established and administered by the Board (or a committee of directors to whom such responsibility has been delegated by the Board). Commencing with calendar year 2020, Executive’s target Annual Bonus shall be at least one hundred and twenty percent (120%) of Executive’s Base Salary (“Target Bonus”). The Annual Bonus payable to Executive each year shall be determined and payable as soon as practicable after year-end for such year (but no later than March 15^th). To be entitled to receive any Annual Bonus, except as otherwise provided in Sections 4(a), (b) and 4(d) hereof, Executive must remain employed through the last day of the calendar year to which the Annual Bonus relates. For purposes of this Agreement, the term “Annual Bonus” excludes any special transaction or retention bonuses that Executive has received, or may receive, from time to time, from the Company or any predecessor employer.

(ii)          Long-Term Equity Incentives. During the Term, Executive shall be eligible for stock-based awards under the Company’s long-term incentive plan, as determined by the Board (or a committee of directors to whom such responsibility has been delegated by the Board) in its sole

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discretion. Nothing herein requires the Board (or any committee thereof) to make grants of stock-based awards in any year. Without limiting the foregoing, the target grant date fair value of Executive’s annual long-term incentive award with respect to calendar year 2020 shall be $2,000,000 (“Target LTIP Value”). Forty percent (40%) of the Target LTIP Value shall be allocated to a stock-based award having time-based vesting criteria (the “2020 Time-Based Award”) and sixty percent (60%) of the Target LTIP Value shall be allocated to a stock-based award having performance-based vesting criteria (the “2020 Performance-Based Award”). The 2020 Time-Based Award and the 2020 Performance-Based Award shall be subject to the terms and conditions, including specific vesting periods, set forth in the award certificate memorializing such awards, as determined by the Board (or a committee of directors to whom such responsibility has been delegated by the Board) in its sole discretion.

(c)            Employee Benefit Programs and Fringe Benefits. During the Term of Employment, Executive will be eligible to participate in all executive incentive and employee benefit programs of the Company made available to the Company’s senior level executives generally, as such programs may be in effect from time to time; provided, that nothing herein shall prevent the Company from amending or terminating any such programs pursuant to the terms thereof; provided, that, such amendment or termination shall not discriminate against Executive. The REIT Operator will reimburse Executive for any and all necessary, customary and usual business expenses incurred and paid by Executive in connection with Executive’s employment upon presentation to the Company of reasonable substantiation and documentation, and in accordance with, and subject to the terms and conditions of, applicable Company policies. During the Term, Executive shall be entitled to paid vacation and, if applicable paid time off, per year of the Term (as prorated for any stub employment period) in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time, but in no event shall Executive accrue less than five (5) weeks of vacation per calendar year (pro-rated for any stub employment period).

(d)            Insurance; Indemnification. Executive shall be covered by such comprehensive directors’ and officers’ liability insurance and errors and omissions liability insurance as the Company and any subsidiaries on which Executive may serve as a director shall have established and maintained in respect of its directors and officers generally and at its expense. The Company shall indemnify Executive for liabilities incurred by Executive while acting in good faith in his capacity as a director or an officer to the fullest extent provided for any other officer or director of the Company.

(e)            Clawback/Recoupment. Notwithstanding any other provisions in this Agreement to the contrary, any compensation provided to, or gain realized by, Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to repayment and/or forfeiture by Executive to the Company if and to the extent any such compensation or gain (i) is or becomes subject to the “clawback” policy adopted by the REIT and in effect as of the date hereof that is applicable to Executive and other similarly situated executives, or (ii) is, or in the future, becomes subject to, any law, rule, requirement or regulation which imposes mandatory recoupment or forfeiture, under circumstances set forth in such law, rule, requirement or regulation.

4. Termination of Employment.

(a)            Termination Due to Disability. The Company may cause the REIT Operator to terminate Executive’s employment, to the extent permitted by applicable law, if Executive (i) is unable to perform the essential functions of Executive’s job, with or without reasonable accommodation, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, actually receiving income

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replacement benefits for a period of not less than three months under an accident and health plan covering employees of the REIT Operator (“Disability”). If Executive’s employment is terminated under this Section 4(a) for Disability, then the REIT Operator shall pay or provide Executive the following:

(i)        the Accrued Benefits (as defined in Section 4(i) hereof);

(ii)        Executive’s outstanding equity awards that are subject solely to time-based vesting conditions shall become fully vested as of Executive’s date of termination (the “Vesting Acceleration for Time-Based Equity Awards”);

(iii)        the REIT Operator shall pay Executive a cash amount equal to the product of (x) Executive’s Target Annual Bonus for the year in which the effective date of Executive’s termination occurs, and (y) a fraction, the numerator of which is the number of days in the calendar year preceding the effective of Executive’s termination, and the denominator of which is 365 (the “Prorated Final Year Target Bonus”). Subject to Section 24, the Prorated Final Year Target Bonus shall be paid in a single lump sum with the first payroll date to occur after the sixtieth (60^th) day following the effective date of Executive’s termination; and

(iv)        if Executive timely and properly elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive or Executive’s eligible dependents would be entitled under COBRA, then the REIT Operator shall pay Executive a monthly cash payment equal to the excess of (x) the COBRA cost of coverage for each month during the Applicable Benefits Payment Period (as defined in Section 4(i) hereof) over (y) the amount that Executive would have had to pay for such coverage if Executive had remained employed by the REIT Operator during the Applicable Benefits Payment Period and paid the active employee rate for such coverage, less withholding for taxes and other similar items (the “Benefits Payments”), paid in accordance with the normal payroll practice of the REIT Operator during the Applicable Benefits Payment Period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination).

Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive. For the avoidance of doubt, Executive’s outstanding equity awards that are subject to performance-based vesting conditions shall be treated in accordance with the terms of the applicable award agreement.

(b)            Termination Due to Death. Executive’s employment shall terminate automatically upon Executive’s death during the Term of Employment. If Executive’s employment is terminated because of Executive’s death, then Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, the REIT Operator shall pay or provide Executive the following:

(i)        the Accrued Benefits;

(ii)       the Vesting Acceleration for Time-Based Equity Awards;

(iii)      the Prorated Final Year Target Bonus; and

(iv)      if Executive’s eligible dependents timely and properly elect to continue participation in any group medical, dental, vision and/or prescription drug plan benefits pursuant to COBRA, then such dependents shall be entitled to receive the Benefits Payments (collectively or on a pro rata basis) during the Applicable Benefits Payment Period, less withholding for taxes and other similar items, paid in accordance with the normal payroll practice of the REIT Operator during the Applicable

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Benefits Payment Period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination).

Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive’s executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through Executive. For the avoidance of doubt, Executive’s outstanding equity awards that are subject to performance-based vesting conditions shall be treated in accordance with the terms of the applicable award agreement.

(c)            Expiration of Agreement. If following the expiration of the Term, the Company causes the REIT Operator to terminate Executive’s employment for any reason or Executive resigns from Executive’s employment for any reason, then no further payments or benefits shall be due under this Agreement and all then unvested awards or benefits shall be forfeited, except that the REIT Operator shall pay or provide to Executive the Accrued Benefits. Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive. Notwithstanding the foregoing, if the Company elects not to renew this Agreement and the Company and Executive do not enter into a new agreement that supersedes this Agreement, then, following the expiration of the Term, (i) Executive shall be covered by a severance plan or policy providing (X) severance terms that are no less favorable than those provided in Section 4(d)(ii)(1), (2) and (4) hereof (the “Similar Severance Benefits”), and (Y) that Executive’s outstanding equity awards that are subject solely to time-based vesting conditions shall vest as to that portion of the award that would have become vested on the next vesting date following the effective date of Executive’s termination of employment by the REIT Operator other than for Cause or Disability, or Executive’s resignation for Good Reason (as such terms are defined herein), with the remaining unvested portion of such time-based equity awards treated in accordance with the terms of the applicable award agreement, or, if more beneficial to Executive, the vesting benefit provided under any such severance plan or policy (together with the Similar Severance Benefits, the “Non-Renewal Severance Benefits”); or (ii) if the REIT Operator fails to implement such a plan or policy and the Company causes the REIT Operator to terminate Executive’s employment other than for Cause or Disability, or Executive resigns for Good Reason (as such terms are defined herein), then, notwithstanding the expiration of the Term and subject to the Release Requirement (as defined in Section 4(d)(ii) hereof) and continued compliance with the obligations set forth in Section 6 hereof, the REIT Operator shall pay or provide Executive with the Non-Renewal Severance Benefits. For the avoidance of doubt, if Executive elects not to renew this Agreement, then the preceding sentence shall not apply.

(d)            Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator to terminate Executive’s employment immediately at any time without Cause (as defined in Section 4(i) hereof), and Executive may terminate Executive’s employment by resigning for Good Reason (as defined in Section 4(i) hereof) upon not less than sixty (60) days’ prior written notice of such resignation to the REIT. Upon any such termination of Executive’s employment without Cause or for Good Reason (each, a “Qualifying Termination”), the REIT Operator shall pay or provide Executive with the following:

(i)          The Accrued Benefits; and

(ii)          if Executive signs a general release of claims in favor of the Company substantially in the form attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”):

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(1)        the REIT Operator shall pay Executive a cash amount equal to two (2) times, if the Qualifying Termination occurs outside the Change-in-Control Window (as defined herein), or three (3) times, if the Qualifying Termination occurs within the Change in Control Window, the sum of (A) Executive’s then-current Base Salary and (B) Executive’s then-current Target Bonus. Subject to Section 24, the amount payable pursuant to this Section 4(d)(ii)(1)shall be paid in a single lump sum with the first payroll date to occur after the sixtieth (60^th) day following the effective date of Executive’s termination;

(2)        the Prorated Final Year Target Bonus, payable in a single lump sum with the first payroll date to occur after the sixtieth (60^th) day following the effective date of Executive’s termination;

(3)        the Vesting Acceleration for Time-Based Equity Awards; and

(4)        if Executive timely and properly elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive or Executive’s eligible dependents would be entitled under COBRA, then Executive shall be entitled to receive the Benefits Payments during the Applicable Benefits Payment Period, less withholding for taxes and other similar items, paid in accordance with the normal payroll practice of the REIT Operator during the Applicable Benefits Payment Period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination).

Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive. Executive’s continuing entitlement to receive the payments and benefits set forth in Section 4(d)(ii) is also contingent on Executive’s continued compliance in all material respects with the Restrictive Covenants set forth in Section 6 of this Agreement, and in the event that Executive breaches any of the Restrictive Covenants (which breach, if susceptible to a cure in the reasonable discretion of the REIT, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such breach), Executive’s entitlement to any payments and benefits set forth in Section 4(d)(ii) shall immediately cease as of the date of such breach. For the avoidance of doubt, Executive’s outstanding equity awards that are subject to performance-based vesting conditions shall be treated in accordance with the terms of the applicable award agreement.

(e)            Termination by the Company for Cause. The Company may cause the REIT Operator to terminate Executive’s employment at any time for Cause pursuant to the provisions of Section 4(i) hereof, in which event as of the effective date of such termination all payments and benefits under this Agreement shall cease and all then unvested awards or benefits shall be forfeited, except that the REIT Operator shall pay or provide to Executive the Accrued Benefits (with the exception of any earned but unpaid Annual Bonus). Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive.

(f)            Voluntary Termination by Executive without Good Reason. Executive may voluntarily terminate Executive’s employment without Good Reason upon sixty (60) days’ prior written notice. In any such event, after the effective date of such termination, no further payments or benefits shall be due under this Agreement and all then unvested awards or benefits shall be forfeited, except that the REIT Operator shall pay or provide to Executive the Accrued Benefits. Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive.

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(g)            Notice of Termination. Any termination of Executive’s employment shall be communicated by a written notice of termination to the other parties hereto given in accordance with Section 14 and shall specify the termination date in accordance with the requirements of this Agreement.

(h)            Resignation of All Other Positions. Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all positions that Executive holds as an officer of the Company or any affiliate of the Company, and from all positions that Executive holds as a member of the Board of Directors (or a committee thereof) or the board of directors (or a committee thereof) of any subsidiary or affiliate of the REIT, unless otherwise mutually agreed with the Board of Directors, and shall take all actions reasonably requested by the Company to effectuate the foregoing.

(i)            General Provisions; Definitions.

(i)            For purposes of this Agreement, “Accrued Benefits” shall mean: (1) any unpaid Base Salary and accrued but unused vacation and/or paid time off (determined in accordance with the REIT Operator’s policy) through the date of termination (paid in cash within 30 days, or such shorter period required by applicable law, following the effective date of termination), (2) reimbursement for all necessary, customary and usual business expenses and fees incurred and paid by Executive prior to the effective date of termination, in accordance with Section 3(c) above (payable in accordance with the REIT Operator’s expense reimbursement policy), (3) vested benefits, if any, to which Executive may be entitled under the REIT Operator’s employee benefit plans, including those as provided in Section 3(c) above (payable in accordance with the applicable employee benefit plan), and (4) any Annual Bonus earned but unpaid as of the effective date of termination.

(ii)            During any notice period required under Section 4, (A) Executive shall remain employed by the REIT Operator and shall continue to be bound by all the terms of this Agreement and any other applicable duties and obligations to the Company, (B) the REIT may direct Executive not to report to work, and (C) Executive shall only undertake such actions on behalf of the Company, consistent with Executive’s position, as expressly directed by the Board of Directors.

(iii)            For purposes of this Agreement, “Cause” shall mean any of the following:

(1)            conduct by Executive that amounts to willful misconduct, gross neglect, or a material refusal to perform Executive’s duties and responsibilities, which conduct, if susceptible to a cure in the reasonable discretion of the REIT, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such conduct;

(2)            any willful violation of any material law, rule, or regulation applicable to the Company generally;

(3)            Executive’s material violation of any material written policy, board committee charter, or code of ethics or business conduct (or similar code) of the Company to which Executive is subject, which violation, if susceptible to a cure in the reasonable discretion of the REIT, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such violation;

(4)            any act of fraud, misappropriation, or embezzlement by Executive, whether or not such act was committed in connection with the business of the Company;

(5)            a material breach of Section 6 hereof or of any other contractual obligations, or any breach of fiduciary duties owed by Executive to the Company (which breach, if

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susceptible to a cure in the reasonable discretion of the REIT, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such breach);

(6)            Executive’s charge with, indictment for, conviction of, or entry of a plea of guilty or nolo contendere or no contest with respect to: (X) any felony, or any misdemeanor involving dishonesty or moral turpitude (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining), whether or not such felony, crime or lesser offense is connected with the business of the Company, or (Y) any crime connected with the business of the Company; or

(7)            Executive’s deliberate misrepresentation in connection with, or willful failure to cooperate with, a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials as reasonably requested by the Company or its legal counsel.

No action or inaction shall be treated as willful unless done or not done in bad faith or without a reasonable belief it was in the best interests of the Company or any of its affiliates. Any action or inaction based upon the advice of counsel to the Company (or any of its affiliates) or the direction of the Board shall not be treated as Cause. Executive shall not be terminated for Cause in the absence of a reasonable opportunity to be heard before the Board with Executive’s legal counsel present if Executive so elects.

(iv)            For purposes of this Agreement, “Change in Control” means and includes the occurrence of any one of the following events:

(1)            during any consecutive 12-month period, individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the beginning of such 12-month period and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or

(2)            any individual, entity or group (within the meaning of Section 3(a)(9) of the Securities Exchange Act of 1934 Act (“1934 Act”) and as used in Section 13(d)(3) or 14(d)(2) of the 1934 Act) (a “Person”) becomes a “beneficial owner” (as defined in Rule 13d-3 of the General Rules and Regulations under the 1934 Act) (“Beneficial Owner”), directly or indirectly, of either (A) 50% or more of the then-outstanding shares of common stock of the REIT (“REIT Common Stock”) or (B) securities of the REIT representing 50% or more of the combined voting power of the REIT’s then outstanding securities eligible to vote for the election of directors (the “REIT Voting Securities”); provided, however, that for purposes of this subsection (2), the following acquisitions of REIT Common Stock or REIT Voting Securities shall not constitute a Change in Control: (w) an acquisition directly from the REIT, (x) an acquisition by the REIT or any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the REIT (a “Subsidiary”), (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the REIT or any Subsidiary, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (3) hereof); or

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(3)            the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the REIT or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the REIT’s assets (a “Sale”) or the acquisition of assets or stock of another corporation or other entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the outstanding REIT Common Stock and outstanding REIT Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or Acquisition (including, without limitation, an entity which as a result of such transaction owns the REIT or all or substantially all of the REIT’s assets or stock either directly or through one or more subsidiaries, the “Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding REIT Common Stock and the outstanding REIT Voting Securities, as the case may be, and (B) no person (other than (x) the REIT or any Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the Beneficial Owner, directly or indirectly, of 50% or more of the total common stock or 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and (C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of the Board of Director’s approval of the execution of the initial agreement providing for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or

(4)            approval by the stockholders of the REIT of a complete liquidation or dissolution of the Company.

(v)            For purposes of this Agreement, “Change-in-Control Window” shall mean the period starting on the date that is three (3) months prior to a Change in Control and ending on the date that is twelve (12) months following a Change in Control.

(vi)            For purposes of this Agreement, “Good Reason” shall mean, without Executive’s express written consent:

(1)            a material diminution in Executive’s title, position, authority, duties, or responsibilities, including failure of the REIT to nominate Executive to be a member of the Board;

(2)            a material diminution in the authority, duties, or responsibilities of the supervisor to whom Executive is required to report, including a requirement that Executive report to a corporate officer or employee instead of reporting directly to the Board;

(3)            a material diminution in Executive’s Base Salary or Target Bonus;

(4)            a willful and material breach by the Company of this Agreement; or

(5)            the relocation (without the written consent of Executive) of Executive’s principal place of employment by more than thirty-five (35) miles from the Principal Location.

Notwithstanding the foregoing, (I) Good Reason shall not be deemed to exist unless notice of termination on account thereof is given no later than ninety (90) days after the time at which Executive has knowledge

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that the event or condition purportedly giving rise to Good Reason first occurs or arises, (II) if there exists an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date notice of such termination is received to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder and (III) Executive provides written notice of termination with Good Reason within sixty (60) days following the Company’s failure to cure such event or condition.

(vii)        For purposes of this Agreement, the “Applicable Benefits Payment Period” shall begin on the effective date of Executive’s termination, or, in the case of Executive’s death, the effective date of COBRA continuation coverage for Executive’s eligible dependents under the REIT Operator’s group health plans, and shall end on the date that is twelve (12) months following the effective date of Executive’s termination by reason of Executive’s death or Disability, or the date that is twenty-four (24) months following the effective date of Executive’s Qualifying Termination, as applicable. Notwithstanding the foregoing, the Applicable Benefits Payment Period shall end immediately upon Executive becoming eligible to receive group health benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse).

(viii)        The REIT Operator-paid portion of the monthly premium Benefits Payments shall be determined in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, and shall be treated as taxable compensation by including such amount in Executive’s income in accordance with applicable rules and regulations. Any Benefits Payments made to the Executive’s eligible dependents shall be treated as taxable compensation by including such amount in the eligible dependents’ income and withholding from such amounts in accordance with applicable rules and regulations.

(ix)        The parties agree that a termination of Executive’s employment pursuant to this Section 4 will not be a breach of this Agreement and does not relieve either party of its other obligations hereunder.

5. Code Section 280G.

(a)            Treatment of Payments. Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary, in the event that an accounting firm or a nationally recognized tax firm specializing in Code Section 280G calculations which shall be designated by the Company prior to a Change in Control with Executive’s written consent (which consent shall not be unreasonably withheld) (the “Accounting Firm”) shall determine that any payment or benefit received or to be received by Executive from the Company or any of its affiliates or from any person who effectuates a change in control or effective control of the Company or any of such person’s affiliates (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, the “Total Payments”) would fail to be deductible under Section 280G of the Code or otherwise would be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the payments or benefits to be received by Executive that are subject to Section 280G or 4999 of the Code shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax, but such reduction shall occur if and only to the extent that the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes, and employment, Social Security and Medicare taxes on such reduced Total Payments), is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes and employment, Social Security and Medicare taxes on such Total Payments and the amount of Excise Tax (or any other excise tax) to which Executive would be subject in respect of such unreduced Total Payments). For purposes of this Section 5(a), the above tax amounts shall be determined by the Accounting Firm, applying the highest marginal rate under Section 1 of the Code and

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under state and local laws which applied (or is likely to apply) to Executive’s taxable income for the tax year in which the transaction which causes the application of Section 280G or 4999 of the Code occurs, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s) in which any of the Total Payments is expected to be made. If the Accounting Firm determines that Executive would not retain a larger amount on an after-tax basis if the Total Payments were so reduced, then Executive shall retain all of the Total Payments.

(b)            Ordering of Reduction. In the case of a reduction in the Total Payments pursuant to Section 5(a), the Total Payments will be reduced in the following order: (A) payments that are payable in cash (and that are not deferred compensation within the meaning of Section 409A of the Code) that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (B) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) (and that are not deferred compensation within the meaning of Section 409A of the Code), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (C) payments that are payable in cash (and that are not deferred compensation within the meaning of Section 409A of the Code) that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (D) payments and benefits (that are not deferred compensation within the meaning of Section 409A of the Code) due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (E) all other cash or non-cash benefits not otherwise described in above will be next reduced pro-rata with any payments or benefits that are deferred compensation within the meaning of Section 409A of the Code being reduced last.

(c)            Certain Determinations. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (A) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (B) no portion of the Total Payments will be taken into account which, in the opinion of the Accounting Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of the Accounting Firm, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Executive and the Company shall furnish such documentation and documents as may be necessary for the Accounting Firm to perform the requisite calculations and analysis under this Section 5 (and shall cooperate to the extent necessary for any of the determinations in this Section 5(c) to be made), and the Accounting Firm shall provide a written report of its determinations hereunder, including detailed supporting calculations. If the Accounting Firm determines that aggregate Total Payments should be reduced as described above, it shall promptly notify Executive and the Company to that effect. In the absence of manifest error, all determinations by the Accounting Firm under this Section 5 shall be binding on Executive and the Company and shall be made as soon as reasonably practicable following the later of Executive’s date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm and any legal counsel retained by the Accounting Firm.

(d)            Additional Payments. If Executive receives reduced payments and benefits by reason of this Section 5 and it is established pursuant to a determination of a court of competent jurisdiction

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which is not subject to review or as to which the time to appeal has expired, or pursuant to an Internal Revenue Service proceeding, that Executive could have received a greater amount without resulting in any Excise Tax, then the Company shall thereafter pay Executive the aggregate additional amount which could have been paid without resulting in any Excise Tax as soon as reasonably practicable following such determination.

6.            Restrictive Covenants.

(a)            Acknowledgments.

(i)            Consideration. Executive acknowledges and agrees that Executive has received good and valuable consideration for entering into this Agreement, including, without limitation, access to and use of Company’s Confidential Information and access to the Company’s Protected Business Relationships (as defined below) and employee relationships and goodwill.

(ii)            Access to Confidential Information, Relationships, and Goodwill. Executive acknowledges and agrees that Executive is being provided and entrusted with Confidential Information (as that term is defined below), including highly sensitive information that is subject to extensive measures to maintain its secrecy within the Company, is not known in the trade or disclosed to the public, and would materially harm the Company’s legitimate business interests if it was disclosed or used in violation of this Agreement. Executive also acknowledges and agrees that Executive is being provided and entrusted with access to the Company’s Protected Business Relationships and employee relationships and goodwill. Executive further acknowledges and agrees that the Company would not provide access to the Confidential Information, Protected Business Relationships, employee relationships, and goodwill in the absence of Executive’s execution of and compliance with this Agreement. Executive further acknowledges and agrees that the Company’s Confidential Information, Protected Business Relationships, employee relationships, and goodwill are valuable assets of the Company and are legitimate business interests that are properly subject to protection through the covenants contained in this Agreement.

(iii)            Potential Unfair Competition. Executive acknowledges and agrees that as a result of Executive’s employment with the Company, Executive’s knowledge of and access to Confidential Information, and Executive’s relationships with the Company’s Protected Business Relationships and employees, Executive would have an unfair competitive advantage if Executive were to engage in activities in violation of this Agreement.

(iv)            No Undue Hardship. Executive acknowledges and agrees that, in the event that Executive’s employment with the REIT Operator terminates, Executive possess marketable skills and abilities that will enable Executive to find suitable employment without violating the Restrictive Covenants set forth in this Agreement.

(v)            Voluntary Execution. Executive acknowledges and agrees that Executive is executing this Agreement voluntarily, that Executive has read this Agreement carefully and had a full and reasonable opportunity to consider this Agreement (including an opportunity to consult with legal counsel), and that Executive has not been pressured or in any way coerced, threatened or intimidated into signing this Agreement.

(b)            Definitions. The following capitalized terms used in this Agreement shall have the meanings assigned to them below, which definitions shall apply to both the singular and the plural forms of such terms.

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(i)            “Competitive Services” means (1) for the business of any private or publicly traded real estate investment trust, fund or other investment vehicle or program, or real estate operating company or other real estate-related business, in each case whose business strategy is based, in whole or in material part, on investing in, acquiring, managing, holding and/or leasing single tenant net lease commercial real estate properties (including, without limitation, retail properties (such as quick service and casual dining restaurants), healthcare facilities, industrial manufacturing facilities, warehouse and distribution centers, and corporate offices), whether directly or indirectly through joint ventures; (2) the business of advising (including as an external advisor) any of the types of businesses described in Section 6(b)(i)(1); and (3) the business of providing any other material activities, products, or services of the type conducted, authorized, offered, or provided by the Company as of Executive’s date of termination, or during the two (2) years immediately prior to Executive’s date of termination.

(ii)            “Confidential Information” means any and all data and information relating to the Company, its activities, business, or clients that (1) is disclosed to Executive or of which Executive become aware as a consequence of Executive’s employment with REIT Operator and services to the Company; (2) has value to the Company; and (3) is not generally known outside of the Company. “Confidential Information” shall include, but is not limited to the following types of information regarding, related to, or concerning the Company: trade secrets (as defined by applicable law); financial plans and data; management planning information; business plans; operational methods; market studies; marketing plans or strategies; pricing information; product development techniques or plans; tenant, investor, and customer lists; tenant, investor, and customer files, data and financial information; details of tenant, investor, and customer contracts; current and anticipated tenant, investor, and customer requirements; identifying and other information pertaining to business referral sources; past, current and planned research and development; computer aided systems, software, strategies and programs; business acquisition plans; management organization and related information (including, without limitation, data and other information concerning the compensation and benefits paid to officers, directors, employees and management); personnel and compensation policies; new personnel acquisition plans; and other similar information. “Confidential Information” also includes combinations of information or materials which individually may be generally known outside of the Company, but for which the nature, method, or procedure for combining such information or materials is not generally known outside of the Company. In addition to data and information relating to the Company, “Confidential Information” also includes any and all data and information relating to or concerning a third party that otherwise meets the definition set forth above, that was provided or made available to the Company by such third party, and that the Company has a duty or obligation to keep confidential. This definition shall not limit any definition of “confidential information” or any equivalent term under state or federal law. “Confidential Information” shall not include information that has become generally available to the public (or within the Company’s industry) by the act of one who has the right to disclose such information without violating any right or privilege of the Company.

(iii)            “Material Contact” means (1) having dealings with an actual or potential tenant, investor, customer, client, or other business relation on behalf of the Company; (2) coordinating or supervising dealings with an actual or potential tenant, investor, customer, client, or other business relation on behalf of the Company; or (3) obtaining Confidential Information about an actual or potential tenant, investor, customer, client, or other business relation in the ordinary course of business as a result of Executive’s employment with the Company.

(iv)            “Person” means any individual or any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise.

(v)            “Principal or Representative” means a principal, owner, partner, shareholder, joint venturer, investor, member, trustee, director, officer, manager, employee, agent, representative or consultant.

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(vi)            “Protected Business Relationship” means any Person (1)(A) to whom or which the Company has leased any property or actively solicited to lease property, (B) with respect to whom or which the Company has engaged in any Competitive Services or actively solicited to engage in any Competitive Services during the two (2) years preceding the conduct in question (if the conduct occurs while Executive is still employed by the Company) or the termination date (if the conduct occurs after Executive’s termination), as applicable, or (C) who or which has, during the two (2) years preceding the conduct in question (if the conduct occurs while Executive is still employed by the Company) or the termination date (if the conduct occurs after Executive’s termination), as applicable invested in any properties which the Company owns, and (2) with whom Executive has had Material Contact on behalf of the Company during Executive’s employment with the Company.

(vii)            “Restricted Period” means any time during Executive’s employment with the Company, as well as twelve (12) months following Executive’s termination date.

(viii)            “Restricted Territory” means (1) the United States; and (2) any other territory where Executive is working on behalf of the Company during the one (1) year preceding the conduct in question (if the conduct occurs while Executive is still employed by the Company) or the termination date (if the conduct occurs after Executive’s termination), as applicable.

(ix)            “Restrictive Covenants” means the covenants contained in Section 6(c) through Section 6(i) hereof.

(c)            Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than Company, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by the Company to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees that Executive shall fully cooperate with the Company in maintaining the Confidential Information to the extent permitted by law. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from: (i) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal or governmental process; provided, however, that in the event such disclosure is required by law, Executive shall, to the extent legally permitted, provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; or (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for: (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Executive may also disclose Confidential Information to the extent reasonably appropriate in the course of any litigation between Executive and the Company or any of its affiliates, provided that Executive shall make reasonable efforts to file any documents containing Confidential Information under seal (including without limitation seeking leave of

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court to file such documents under seal) and shall only file such documents in the public record if such reasonable efforts to file under seal are unsuccessful.

(d)             Non-Competition. Executive agrees that, during the Restricted Period, Executive shall not, without prior written consent of the Company, directly or indirectly (i) carry on or engage in Competitive Services in an executive or managerial capacity within the Restricted Territory on Executive’s own or on behalf of any Person or any Principal or Representative of any Person, or (ii) own, manage, operate, join, control or participate in the ownership, management, operation or control, of any business, whether in corporate, proprietorship or partnership form or otherwise where such business is engaged in the provision of Competitive Services within the Restricted Territory. Notwithstanding the foregoing, neither (i) Executive’s passive ownership of less than five (5)% of the equity of an entity engaging in Competitive Services nor (ii) Executive providing services to a division, unit, subsidiary or affiliate of an entity engaging in Competitive Services so long as the division, unit, subsidiary or affiliate for which Executive provides services does not provide Competitive Services and Executive has no involvement in or with such entity’s engaging in Competitive Services, shall be treated as a violation of this Section 6(d).

(e)             Non-Solicitation of Protected Business Relationships. Executive agrees that, during the Restricted Period, Executive shall not, without the prior written consent of the Company, directly or indirectly, on Executive’s own behalf or as a Principal or Representative of any Person (i) solicit, entice, or induce, or attempt to solicit, entice, or induce a Protected Business Relationship for the purpose of engaging in, providing, or selling Competitive Services, except on behalf of the Company; or (ii) solicit, entice, or induce a Protected Business Relationship to terminate or reduce his, hers, or its business with (or refrain from increasing his, hers, or its business with) the Company.

(f)             Non-Recruitment of Employees and Independent Contractors. Executive agrees that during the Restricted Period, Executive shall not, directly or indirectly, whether on Executive’s own behalf or as a Principal or Representative of any Person, recruit, solicit, or induce or attempt to recruit, solicit or induce any employee or independent contractor of the Company to terminate his/her employment or other relationship with the Company, or to enter into employment or any other kind of business relationship with Executive or any other Person. Executive shall not violate this Section 6(f) as a result of (i) a general advertisement soliciting employees or independent contractors that is not focused specifically on employees or independent contractors of the Company; (ii) by providing a personal reference; or (iii) seeking to engage independent contractors who or which provide generic goods or services, such as attorneys or accountants, as along as such efforts to do not result in such independent contractors terminating or curtailing their business relationship with the Company.

(g)            Proprietary Rights. Executive acknowledges and agrees that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s actual or anticipated business, research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or reduced to practice by Executive (whether alone or jointly with others) while employed by the Company, whether before or after the date of this Agreement (“Work Product”), belong to the Company. Executive shall promptly disclose such Work Product to the Company and, at the Company’s expense, perform all actions reasonably requested by the Company (whether during or after the term of Executive’s employment with the Company) to establish and confirm such ownership (including assignments, consents, powers of attorney and other instruments). Executive acknowledges and agrees that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act, as amended, and that the Company shall own all rights therein. To the extent that any Work Product is not a “work made for hire,” Executive hereby assign and

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agree to assign to the Company all right, title and interest, including a copyright, in and to such Work Product. The foregoing provisions of this Section 6 shall not apply to any invention that Executive developed entirely on Executive’s own time without using the Company’s equipment, supplies, facilities or Confidential Information, except for those inventions that (a) relate to the Company’s business or actual or demonstrably anticipated research or development, or (b) result from any work performed by Executive for the Company.

(h)             Non-Disparagement.

(i)            Executive agrees that, during the Restricted Period, Executive will not make any slanderous, defamatory, disparaging or negative statement (whether orally or in writing and whether publicly or privately) about the Company or its officers, directors, employees, affiliates, products, or services to any Person, including but not limited to television media, print media, social media, any other forms of media or via the Internet (other than in the course of performance reviews for employees of the Company); provided, however, that this Section 6(h)(i) shall not in any way limit any of Executive’s rights that are expressly reserved in the final two sentences of Section 6(c) above, or in any way limit Executive’s ability to provide truthful testimony or information in response to a subpoena, court order, or valid request by a government agency, as otherwise required by law, or as otherwise reasonably appropriate in connection with any litigation between Executive and the Company or any of its subsidiaries or other affiliates. Executive may also make truthful statements to refute inaccurate comments made about him by the Company or any of its subsidiaries or other affiliates, or their respective directors or officers.

(ii)            The Company agrees that, during the Restricted Period, the Company will not make any official statement about Executive that is slanderous, defamatory, disparaging or negative; provided, however, that this Section 6(h)(ii) shall not in any way limit the Company’s ability to provide truthful testimony or information in response to a subpoena, court order, or valid request by a government agency, as otherwise required by law, or as otherwise reasonably appropriate in connection with any litigation between Executive and the Company or any of its subsidiaries or other affiliates. The Company may also make truthful official statements to refute inaccurate comments made about the Company or any of its subsidiaries or other affiliates by Executive. The Company further agrees that, following the termination of Executive’s employment, the Company will instruct its directors and elected officers not to make any statements about Executive that are slanderous, defamatory, disparaging or negative, if Executive, within ten (10) business days after the termination date, makes a written request to the Company to give such an instruction.

(i)            Return of Materials. Executive agrees that Executive will not retain or destroy (except as set forth below), and will immediately return to the Company on or as soon as reasonably practicable following the termination date, or at any other time the Company requests such return, any and all property of the Company that is in Executive’s possession or subject to Executive’s control, including, but not limited to, tenant, investor, and customer files and information, papers, drawings, notes, manuals, specifications, designs, devices, code, email, documents, diskettes, CDs, tapes, keys, access cards, credit cards, identification cards, equipment, computers, mobile devices, other electronic media, all other files and documents relating to the Company and its business (regardless of form, but specifically including all electronic files and data of the Company), together with all Confidential Information and Work Product belonging to the Company or that Executive received from or through Executive’s employment with the Company. Executive will not make, distribute, or retain copies of any such information or property. To the extent that Executive has electronic files or information in Executive’s possession or control that belong to the Company and contain Confidential Information, or constitute Work Product (specifically including but not limited to electronic files or information stored on personal computers, mobile devices, electronic media, or in cloud storage), on or as soon as practicable following the termination date, or at any other time the Company requests, Executive shall (1) provide the Company with an electronic copy of all of such files

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or information (in an electronic format that readily accessible by the Company); (2) after doing so, delete all such files and information, including all copies and derivatives thereof, from all non-Company-owned computers, mobile devices, electronic media, cloud storage, and other media, devices, and equipment, such that such files and information are permanently deleted and irretrievable; and (3) provide a written certification to the Company that the required deletions have been completed. Notwithstanding the foregoing, Executive shall be permitted to retain any portions of his calendar, contacts, and personal correspondence that do not contain any Confidential Information, as well as any information reasonably needed for Executive’s personal tax return preparation, provided that Executive first reasonably cooperates with the Company’s IT and human resources staff to allow such staff to take reasonable steps to ensure that any documents or materials so retained by Executive do not contain any Confidential Information.

(j)            Enforcement of Protective Covenants.

(i)            Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Restrictive Covenants will be inadequate, and that in the event Executive breaches, or threatens to breach, any of the Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to seek to enjoin Executive, preliminarily and permanently, from violating or threatening to violate the Restrictive Covenants and to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Executive understands and agrees that if Executive violates any of the obligations set forth in the Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. The Company’s ability to enforce its rights under the Restrictive Covenants or applicable law against Executive shall not be impaired in any way by the existence of a claim or cause of action on Executive’s part based on, or arising out of, this Agreement or any other event or transaction.

(ii)            Severability and Modification of Covenants. Executive acknowledges and agrees that each of the Restrictive Covenants is reasonable and valid in time and scope and in all other respects. The parties agree that it is their intention that the Restrictive Covenants be enforced in accordance with their terms to the maximum extent permitted by law. Each of the Restrictive Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Restrictive Covenants be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement or such Restrictive Covenant. If any of the provisions of the Restrictive Covenants should ever be held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shall be automatically modified to such lesser scope as such court may deem just and proper for the reasonable protection of the Company’s legitimate business interests and may be enforced by the Company to that extent in the manner described above and all other provisions of this Agreement shall be valid and enforceable.

(k)            Disclosure of Agreement. Executive acknowledges and agrees that, during the Restricted Period, Executive will disclose the existence and terms of this Agreement to any prospective employer, business partner, investor or lender prior to entering into an employment, partnership or other business relationship with such prospective employer, business partner, investor or lender. Executive further agrees that the Company shall have the right to make any such prospective employer, business partner, investor or lender of Executive aware of the existence and terms of this Agreement.

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(l)            Survival of Provisions. Section 6 of this Agreement and all other provisions necessary to interpret or enforce Section 6 shall survive and continue in full force in accordance with their respective terms notwithstanding the expiration of the Term or this Agreement or the termination of Employee’s employment with the Company for any reason.

7.              Additional Acknowledgments.

(a)            [Reserved]

(b)            Executive also agrees that, in addition to any other remedies available to the Company and notwithstanding any provision of this Agreement to the contrary, in the event Executive breaches in any material respect any of Executive’s obligations under Section 6 (which breach, if susceptible to a cure in the reasonable discretion of the Company, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such breach), the Company shall immediately cease all payments and benefits (including vesting of equity-based awards) under Section 4 and will have no further obligations thereunder.

(c)            Executive and the Company further agree that REIT Operator is the employer of Executive for all U.S. federal income tax and employment tax purposes. In accordance with such status, to the extent that any provision herein permits the Company to control, supervise, or otherwise determine the rights, responsibilities, or obligations of Executive hereunder; to remunerate, reimburse, or otherwise provide any economic benefit to Executive hereunder (or to determine the amount of such payments or benefits); or to otherwise initiate, terminate, or otherwise alter the terms of Executive’s employment with REIT Operator hereunder, it is acknowledged and agreed by all parties hereto that such actions are taken on behalf of REIT Operator, which hereby grants all necessary power and authority to the Company to take such actions on behalf of REIT Operator.

8.            Executive’s Cooperation. During and following the Term of Employment, Executive shall cooperate with the Company in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or any dispute with a third party as reasonably requested by the Company to the extent that such investigation, proceeding or dispute may relate to matters in which Executive has knowledge as a result of Executive’s employment with the Company or Executive’s serving as an officer or director of the Company (including Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request, after reasonable notice, to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). In the event the Company requires Executive’s reasonable assistance or cooperation in accordance with this Section 8, the REIT Operator shall reimburse Executive solely for reasonable travel expenses (including lodging and meals) upon submission of receipts and for reasonable legal fees incurred by Executive to the extent Executive reasonably believes that independent counsel would be appropriate. Any such cooperation shall take into account Executive’s personal and business commitments, and Executive shall not be required to cooperate against his legal interests or the legal interests of any subsequent employer.

9.            Executive’s Representations. Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (b) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity and (c) upon the execution and delivery of this Agreement by the Company, this

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Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that Executive has consulted with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein.

10.            [Reserved]

11.            Insurance for Company’s Own Behalf. The Company may, at its discretion, apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered advisable. Executive agrees to cooperate in any medical or other examination, supply any information and execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance.

12.            Withholding. The REIT Operator shall be entitled to deduct or withhold from any amounts owing from the Company to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes that it reasonably determines are required to be imposed with respect to Executive’s compensation or other payments or benefits from the Company or Executive’s ownership interest in the Company (including wages, bonuses, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity).

13.            Survival. The rights and obligations of the parties under this Agreement shall survive as provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions following the termination of Executive’s employment with the Company, regardless of the manner of or reasons for such termination.

14.            Notices. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally against written receipt or mailed by prepaid first class certified mail, return receipt requested, or mailed by overnight courier prepaid, to (a) Executive at the address on file with the Company, and (b) Company at the following address:

Notices to the Company:	800 Clinton Square
	Rochester, New York 14604
	Attn:	Chairman of the Board of Directors
		Chairman of the Governance Committee of the Board of Directors
Notices to Executive:	Address on file with the Company

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 14, be deemed given on the day so delivered, or, if delivered after 5:00 p.m. local time or on a day other than a Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close (a “Business Day”), then on the next proceeding Business Day, (ii) if delivered by certified mail in the manner described above to the address as provided in this Section 14, be deemed given on the earlier of the third Business Day following mailing or upon receipt and (iii) if delivered by overnight courier to the address as provided for in this Section 14, be deemed given on the earlier of the first Business Day following the date sent by such overnight courier or upon receipt, in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section 14. Any party hereto from time to time may change its address or other information for the purpose of notices to that party by giving notice specifying such change to the other party hereto.

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15.            Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

16.            Entire Agreement. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, including but not limited to the Prior Agreement. For the avoidance of doubt, Executive shall not be eligible to participate in any severance plan or program during the Term of Employment to the extent such participation would result in a duplication of benefits.

17.            No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

18.            Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

19.            Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign Executive’s rights or delegate Executive’s duties or obligations hereunder without the prior written consent of the Company. The Company may only assign this Agreement to a successor to all or substantially all of the business and/or assets of the Company. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

20.            Choice of Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

21.            Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved by the Board) and Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including the Company’s right to terminate the Term of Employment for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

22.            Consent to Jurisdiction. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL, RETURN RECEIPT REQUESTED, TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN THE STATE OF NEW YORK WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS SECTION 22. EACH OF THE PARTIES HERETO

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IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

23.    Waiver of Jury Trial. AS A SPECIFICALLY BARGAINED-FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

24.            Section 409A.

(a)            Interpretation. Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of Section 409A of the Code and regulations thereunder (“Section 409A”) or any exemption thereunder, to the extent applicable, and this Agreement shall be interpreted accordingly. If necessary, any provisions of this Agreement that would otherwise violate Section 409A shall be amended by the parties to comply with Section 409A; provided, that, such amendment shall endeavor to maintain the economic benefits of this Agreement. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of any payment that constitutes deferred compensation for purposes of Section 409A. To the extent any payment or benefit provided under Section 4 is contingent upon Executive’s execution of the general release of claims described in Section 4(d)(ii), if such payment or benefit constitutes deferred compensation for purposes of Section 409A and the 60-day period described in Section 4(d)(ii) spans calendar years, such payment and/or benefit shall be paid or commence, as applicable, in the latter calendar year. Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments or benefits hereunder that constitute deferred compensation for purposes of Section 409A only upon a “separation from service” within the meaning of Section 409A.

(b)            Payment Delay. Notwithstanding any provision to the contrary in this Agreement, if on the date of Executive’s termination of employment, Executive is a “specified employee” (as such term is used in Section 409A), then any amounts payable to Executive that constitute deferred compensation for purposes of Section 409A that are payable due to Executive’s termination of employment shall be postponed and paid (without interest) to Executive in a lump sum on the date that is six (6) months and one (1) day following Executive’s “separation from service” with the Company (or any successor thereto); provided, however, that if Executive dies during such six-month period and prior to payment of the postponed cash amounts hereunder, the amounts delayed on account of Section 409A shall be paid to the personal representative of Executive’s estate on the sixtieth (60th) day after Executive’s death.

(c)            Reimbursements. If Executive is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Executive’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was

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incurred. No right of Executive to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers or agents hereunto duly authorized, all as of the Effective Date.

BROADSTONE NET LEASE, INC.
By:	/s/ John D. Moragne
	John D. Moragne
Its:	Executive Vice President and Chief Operating Officer
BROADSTONE NET LEASE, LLC
By:	Broadstone Net Lease, Inc.
Its:	Managing Member
	By:	/s/ John D. Moragne
		John D. Moragne
	Its:	Executive Vice President and Chief Operating Officer
BROADSTONE EMPLOYEE SUB, LLC
By:	Broadstone Net Lease, LLC
Its:	Manager
	By:	Broadstone Net Lease, Inc.
	Its:	Managing Member
		By:	/s/ John D. Moragne
			John D. Moragne
		Its:	Executive Vice President and Chief Operating Officer

EXECUTIVE

/s/ Christopher J. Czarnecki                    

Christopher J. Czarnecki

[Signature Page to Amended and Restated Employment Agreement]

EX-10.8

Exhibit 10.8

Execution Copy

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) by and between Broadstone Net Lease, Inc., a Maryland corporation (the “REIT”), Broadstone Net Lease, LLC, a New York limited liability company (the “Operating Company”), and the Operating Company’s subsidiary, Broadstone Employee Sub, LLC, a New York limited liability company (“REIT Operator” and, together with the REIT and the Operating Company, the “Company”), and Ryan M. Albano (“Executive”) is dated as of the Effective Date.

WHEREAS, Executive and the Company are presently party to that certain Employment Agreement, dated November 11, 2019 (the “Prior Agreement”); and

WHEREAS, the Company and Executive desire to amend and restate the Prior Agreement as of the Effective Date, as set forth herein, for the purpose of adding the REIT Operator as a party to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Term of Employment.

(a)            Subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Company agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.

(b)            The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Agreement and Plan of Merger between the REIT, the Operating Company, Broadstone Real Estate, LLC, a New York limited liability company, and the other parties thereto, dated as of November 11, 2019) (the “Effective Date”) and continue through the fourth (4^th) anniversary of the Closing (the “Term” or “Term of Employment”), unless the Agreement is terminated sooner in accordance with Section 4 hereof. If the Closing does not occur, this Agreement will automatically terminate and be of no force or effect.

2. Position; Duties and Responsibilities.

(a)            During the Term of Employment, Executive will be employed by the REIT Operator and will serve as the Executive Vice President and Chief Financial Officer of the REIT, reporting directly to the Chief Executive Officer of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Chief Executive Officer of the REIT shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited liability company agreement of the Operating Company, and the limited liability company agreement of REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company.

(b)            During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive

and consulting services for, or on behalf of, such subsidiaries of the REIT as the Chief Executive Officer of the REIT may, from time to time, request.

(c)            During the Term of Employment, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (unless approved by the Chief Executive Officer of the REIT); provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT (the “Board of Directors” or the “Board”), which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement or violate the restrictive covenants set forth in Section 6 of this Agreement.

(d)            During the Term of Employment, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Rochester, New York (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

3. Compensation and Benefits.

(a)            Base Salary. During the Term of Employment, Executive will be entitled to receive an annualized base salary (the “Base Salary”) of not less than $375,000. The Base Salary shall be paid in accordance with REIT Operator’s normal payroll practices, but no less often than semi-monthly. The Base Salary shall be subject to annual review by the Board (or a committee of directors to whom such responsibility has been delegated by the Board) for possible increase, but not decrease (except pursuant to across-the-board salary reductions affecting other senior-level executives of the REIT).

(b)            Incentive Compensation. In addition to the Base Salary, Executive shall be entitled to participate in any short-term and long-term incentive programs (including without limitation equity compensation plans) established by the Company, including for its senior level executives. However, during the Term of Employment, and subject to subsection (e) below, such arrangements will include:

(i)            Annual Performance Bonus. In each calendar year of the Term of Employment, Executive shall be eligible to receive an annual incentive bonus (the “Annual Bonus”) payable in cash, pursuant to the performance criteria and targets established and administered by the Board (or a committee of directors to whom such responsibility has been delegated by the Board). Commencing with calendar year 2020, Executive’s target Annual Bonus shall be at least one hundred percent (100)% of Executive’s Base Salary (“Target Bonus”). The Annual Bonus payable to Executive each year shall be determined and payable as soon as practicable after year-end for such year (but no later than March 15^th). To be entitled to receive any Annual Bonus, except as otherwise provided in Sections 4(a), (b) and 4(d) hereof, Executive must remain employed through the last day of the calendar year to which the Annual Bonus relates. For purposes of this Agreement, the term “Annual Bonus” excludes any special transaction or retention bonuses that Executive has received, or may receive, from time to time, from the Company or any predecessor employer.

(ii)            Long-Term Equity Incentives. During the Term, Executive shall be eligible for stock-based awards under the Company’s long-term incentive plan, as determined by the Board (or a committee of directors to whom such responsibility has been delegated by the Board) in its sole

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discretion. Nothing herein requires the Board (or any committee thereof) to make grants of stock-based awards in any year. Without limiting the foregoing, the target grant date fair value of Executive’s annual long-term incentive award with respect to calendar year 2020 shall be $700,000 (“Target LTIP Value”). Forty percent (40%) of the Target LTIP Value shall be allocated to a stock-based award having time-based vesting criteria (the “2020 Time-Based Award”) and sixty percent (60%) of the Target LTIP Value shall be allocated to a stock-based award having performance-based vesting criteria (the “2020 Performance-Based Award”). The 2020 Time-Based Award and the 2020 Performance-Based Award shall be subject to the terms and conditions, including specific vesting periods, set forth in the award certificate memorializing such awards, as determined by the Board (or a committee of directors to whom such responsibility has been delegated by the Board) in its sole discretion.

(c)            Employee Benefit Programs and Fringe Benefits. During the Term of Employment, Executive will be eligible to participate in all executive incentive and employee benefit programs of the Company made available to the Company’s senior level executives generally, as such programs may be in effect from time to time; provided, that nothing herein shall prevent the Company from amending or terminating any such programs pursuant to the terms thereof; provided, that, such amendment or termination shall not discriminate against Executive. The REIT Operator will reimburse Executive for any and all necessary, customary and usual business expenses incurred and paid by Executive in connection with Executive’s employment upon presentation to the Company of reasonable substantiation and documentation, and in accordance with, and subject to the terms and conditions of, applicable Company policies. During the Term, Executive shall be entitled to paid vacation and, if applicable paid time off, per year of the Term (as prorated for any stub employment period) in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time, but in no event shall Executive accrue less than five (5) weeks of vacation per calendar year (pro-rated for any stub employment period).

(d)            Insurance; Indemnification. Executive shall be covered by such comprehensive directors’ and officers’ liability insurance and errors and omissions liability insurance as the Company and any subsidiaries on which Executive may serve as a director shall have established and maintained in respect of its directors and officers generally and at its expense. The Company shall indemnify Executive for liabilities incurred by Executive while acting in good faith in his capacity as a director or an officer to the fullest extent provided for any other officer or director of the Company.

(e)            Clawback/Recoupment. Notwithstanding any other provisions in this Agreement to the contrary, any compensation provided to, or gain realized by, Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to repayment and/or forfeiture by Executive to the Company if and to the extent any such compensation or gain (i) is or becomes subject to the “clawback” policy adopted by the REIT and in effect as of the date hereof that is applicable to Executive and other similarly situated executives, or (ii) is, or in the future, becomes subject to, any law, rule, requirement or regulation which imposes mandatory recoupment or forfeiture, under circumstances set forth in such law, rule, requirement or regulation.

4. Termination of Employment.

(a)            Termination Due to Disability. The Company may cause the REIT Operator to terminate Executive’s employment, to the extent permitted by applicable law, if Executive (i) is unable to perform the essential functions of Executive’s job, with or without reasonable accommodation, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, actually receiving income

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replacement benefits for a period of not less than three months under an accident and health plan covering employees of the REIT Operator (“Disability”). If Executive’s employment is terminated under this Section 4(a) for Disability, then the REIT Operator shall pay or provide Executive the following:

(i)            the Accrued Benefits (as defined in Section 4(i) hereof);

(ii)            Executive’s outstanding equity awards that are subject solely to time-based vesting conditions shall become fully vested as of Executive’s date of termination (the “Vesting Acceleration for Time-Based Equity Awards”);

(iii)            the REIT Operator shall pay Executive a cash amount equal to the product of (x) Executive’s Target Annual Bonus for the year in which the effective date of Executive’s termination occurs, and (y) a fraction, the numerator of which is the number of days in the calendar year preceding the effective of Executive’s termination, and the denominator of which is 365 (the “Prorated Final Year Target Bonus”). Subject to Section 24, the Prorated Final Year Target Bonus shall be paid in a single lump sum with the first payroll date to occur after the sixtieth (60^th) day following the effective date of Executive’s termination; and

(iv)            if Executive timely and properly elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive or Executive’s eligible dependents would be entitled under COBRA, then the REIT Operator shall pay Executive a monthly cash payment equal to the excess of (x) the COBRA cost of coverage for each month during the Applicable Benefits Payment Period (as defined in Section 4(i) hereof) over (y) the amount that Executive would have had to pay for such coverage if Executive had remained employed by the REIT Operator during the Applicable Benefits Payment Period and paid the active employee rate for such coverage, less withholding for taxes and other similar items (the “Benefits Payments”), paid in accordance with the normal payroll practice of the REIT Operator during the Applicable Benefits Payment Period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination).

Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive. For the avoidance of doubt, Executive’s outstanding equity awards that are subject to performance-based vesting conditions shall be treated in accordance with the terms of the applicable award agreement.

(b)            Termination Due to Death. Executive’s employment shall terminate automatically upon Executive’s death during the Term of Employment. If Executive’s employment is terminated because of Executive’s death, then Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, the REIT Operator shall pay or provide Executive the following:

(i)       the Accrued Benefits;

(ii)      the Vesting Acceleration for Time-Based Equity Awards;

(iii)      the Prorated Final Year Target Bonus; and

(iv)      if Executive’s eligible dependents timely and properly elect to continue participation in any group medical, dental, vision and/or prescription drug plan benefits pursuant to COBRA, then such dependents shall be entitled to receive the Benefits Payments (collectively or on a pro rata basis) during the Applicable Benefits Payment Period, less withholding for taxes and other similar items, paid in accordance with the normal payroll practice of the REIT Operator during the Applicable

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Benefits Payment Period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination).

Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive’s executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through Executive. For the avoidance of doubt, Executive’s outstanding equity awards that are subject to performance-based vesting conditions shall be treated in accordance with the terms of the applicable award agreement.

(c)            Expiration of Agreement.    If following the expiration of the Term, the Company causes the REIT Operator to terminate Executive’s employment for any reason or Executive resigns from Executive’s employment for any reason, then no further payments or benefits shall be due under this Agreement and all then unvested awards or benefits shall be forfeited, except that the REIT Operator shall pay or provide to Executive the Accrued Benefits. Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive. Notwithstanding the foregoing, if the Company elects not to renew this Agreement and the Company and Executive do not enter into a new agreement that supersedes this Agreement, then, following the expiration of the Term, (i) Executive shall be covered by a severance plan or policy providing (X) severance terms that are no less favorable than those provided in Section 4(d)(ii)(1), (2) and (4) hereof (the “Similar Severance Benefits”), and (Y) that Executive’s outstanding equity awards that are subject solely to time-based vesting conditions shall vest as to that portion of the award that would have become vested on the next vesting date following the effective date of Executive’s termination of employment by the REIT Operator other than for Cause or Disability, or Executive’s resignation for Good Reason (as such terms are defined herein), with the remaining unvested portion of such time-based equity awards treated in accordance with the terms of the applicable award agreement, or, if more beneficial to Executive, the vesting benefit provided under any such severance plan or policy (together with the Similar Severance Benefits, the “Non-Renewal Severance Benefits”); or (ii) if the REIT Operator fails to implement such a plan or policy and the Company causes the REIT Operator to terminate Executive’s employment other than for Cause or Disability, or Executive resigns for Good Reason (as such terms are defined herein), then, notwithstanding the expiration of the Term and subject to the Release Requirement (as defined in Section 4(d)(ii) hereof) and continued compliance with the obligations set forth in Section 6 hereof, the REIT Operator shall pay or provide Executive with the Non-Renewal Severance Benefits. For the avoidance of doubt, if Executive elects not to renew this Agreement, then the preceding sentence shall not apply.

(d)            Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator to terminate Executive’s employment immediately at any time without Cause (as defined in Section 4(i) hereof), and Executive may terminate Executive’s employment by resigning for Good Reason (as defined in Section 4(i) hereof) upon not less than sixty (60) days’ prior written notice of such resignation to the REIT. Upon any such termination of Executive’s employment without Cause or for Good Reason (each, a “Qualifying Termination”), the REIT Operator shall pay or provide Executive with the following:

(i)          The Accrued Benefits; and

(ii)          if Executive signs a general release of claims in favor of the Company substantially in the form attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”):

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(1)            the REIT Operator shall pay Executive a cash amount equal to one and one-half (1.5) times, if the Qualifying Termination occurs outside the Change-in-Control Window (as defined herein), or two (2) times, if the Qualifying Termination occurs within the Change in Control Window, the sum of (A) Executive’s then-current Base Salary and (B) Executive’s then-current Target Bonus. Subject to Section 24, the amount payable pursuant to this Section 4(d)(ii)(1)shall be paid in a single lump sum with the first payroll date to occur after the sixtieth (60^th) day following the effective date of Executive’s termination;

(2)            the Prorated Final Year Target Bonus, payable in a single lump sum with the first payroll date to occur after the sixtieth (60^th) day following the effective date of Executive’s termination;

(3)            the Vesting Acceleration for Time-Based Equity Awards; and

(4)            if Executive timely and properly elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive or Executive’s eligible dependents would be entitled under COBRA, then Executive shall be entitled to receive the Benefits Payments during the Applicable Benefits Payment Period, less withholding for taxes and other similar items, paid in accordance with the normal payroll practice of the REIT Operator during the Applicable Benefits Payment Period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination).

Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive. Executive’s continuing entitlement to receive the payments and benefits set forth in Section 4(d)(ii) is also contingent on Executive’s continued compliance in all material respects with the Restrictive Covenants set forth in Section 6 of this Agreement, and in the event that Executive breaches any of the Restrictive Covenants (which breach, if susceptible to a cure in the reasonable discretion of the REIT, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such breach), Executive’s entitlement to any payments and benefits set forth in Section 4(d)(ii) shall immediately cease as of the date of such breach. For the avoidance of doubt, Executive’s outstanding equity awards that are subject to performance-based vesting conditions shall be treated in accordance with the terms of the applicable award agreement.

(e)            Termination by the Company for Cause. The Company may cause the REIT Operator to terminate Executive’s employment at any time for Cause pursuant to the provisions of Section 4(i) hereof, in which event as of the effective date of such termination all payments and benefits under this Agreement shall cease and all then unvested awards or benefits shall be forfeited, except that the REIT Operator shall pay or provide to Executive the Accrued Benefits (with the exception of any earned but unpaid Annual Bonus). Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive.

(f)            Voluntary Termination by Executive without Good Reason. Executive may voluntarily terminate Executive’s employment without Good Reason upon sixty (60) days’ prior written notice. In any such event, after the effective date of such termination, no further payments or benefits shall be due under this Agreement and all then unvested awards or benefits shall be forfeited, except that the REIT Operator shall pay or provide to Executive the Accrued Benefits. Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive.

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(g)            Notice of Termination. Any termination of Executive’s employment shall be communicated by a written notice of termination to the other parties hereto given in accordance with Section 14 and shall specify the termination date in accordance with the requirements of this Agreement.

(h)            Resignation of All Other Positions. Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all positions that Executive holds as an officer of the Company or any affiliate of the Company, and from all positions that Executive holds as a member of the Board of Directors (or a committee thereof) or the board of directors (or a committee thereof) of any subsidiary or affiliate of the REIT, unless otherwise mutually agreed with the Board of Directors, and shall take all actions reasonably requested by the Company to effectuate the foregoing.

(i)            General Provisions; Definitions.

(i)            For purposes of this Agreement, “Accrued Benefits” shall mean: (1) any unpaid Base Salary and accrued but unused vacation and/or paid time off (determined in accordance with REIT Operator’s policy) through the date of termination (paid in cash within 30 days, or such shorter period required by applicable law, following the effective date of termination), (2) reimbursement for all necessary, customary and usual business expenses and fees incurred and paid by Executive prior to the effective date of termination, in accordance with Section 3(c) above (payable in accordance with the REIT Operator’s expense reimbursement policy), (3) vested benefits, if any, to which Executive may be entitled under the REIT Operator’s employee benefit plans, including those as provided in Section 3(c) above (payable in accordance with the applicable employee benefit plan), and (4) any Annual Bonus earned but unpaid as of the effective date of termination.

(ii)            During any notice period required under Section 4, (A) Executive shall remain employed by the REIT Operator and shall continue to be bound by all the terms of this Agreement and any other applicable duties and obligations to the Company, (B) the REIT may direct Executive not to report to work, and (C) Executive shall only undertake such actions on behalf of the Company, consistent with Executive’s position, as expressly directed by the Board of Directors.

(iii)            For purposes of this Agreement, “Cause” shall mean any of the following:

(1)            conduct by Executive that amounts to willful misconduct, gross neglect, or a material refusal to perform Executive’s duties and responsibilities, which conduct, if susceptible to a cure in the reasonable discretion of the REIT, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such conduct;

(2)            any willful violation of any material law, rule, or regulation applicable to the Company generally;

(3)            Executive’s material violation of any material written policy, board committee charter, or code of ethics or business conduct (or similar code) of the Company to which Executive is subject, which violation, if susceptible to a cure in the reasonable discretion of the REIT, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such violation;

(4)            any act of fraud, misappropriation, or embezzlement by Executive, whether or not such act was committed in connection with the business of the Company;

(5)            a material breach of Section 6 hereof or of any other contractual obligations, or any breach of fiduciary duties owed by Executive to the Company (which breach, if

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susceptible to a cure in the reasonable discretion of the REIT, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such breach);

(6)            Executive’s charge with, indictment for, conviction of, or entry of a plea of guilty or nolo contendere or no contest with respect to: (X) any felony, or any misdemeanor involving dishonesty or moral turpitude (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining), whether or not such felony, crime or lesser offense is connected with the business of the Company, or (Y) any crime connected with the business of the Company; or

(7)            Executive’s deliberate misrepresentation in connection with, or willful failure to cooperate with, a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials as reasonably requested by the Company or its legal counsel.

No action or inaction shall be treated as willful unless done or not done in bad faith or without a reasonable belief it was in the best interests of the Company or any of its affiliates. Any action or inaction based upon the advice of counsel to the Company (or any of its affiliates) or the direction of the Board shall not be treated as Cause.

(iv)            For purposes of this Agreement, “Change in Control” means and includes the occurrence of any one of the following events:

(1)            during any consecutive 12-month period, individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the beginning of such 12-month period and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or

(2)            any individual, entity or group (within the meaning of Section 3(a)(9) of the Securities Exchange Act of 1934 Act (“1934 Act”) and as used in Section 13(d)(3) or 14(d)(2) of the 1934 Act) (a “Person”) becomes a “beneficial owner” (as defined in Rule 13d-3 of the General Rules and Regulations under the 1934 Act) (“Beneficial Owner”), directly or indirectly, of either (A) 50% or more of the then-outstanding shares of common stock of the REIT (“REIT Common Stock”) or (B) securities of the REIT representing 50% or more of the combined voting power of the REIT’s then outstanding securities eligible to vote for the election of directors (the “REIT Voting Securities”); provided, however, that for purposes of this subsection (2), the following acquisitions of REIT Common Stock or REIT Voting Securities shall not constitute a Change in Control: (w) an acquisition directly from the REIT, (x) an acquisition by the REIT or any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the REIT (a “Subsidiary”), (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the REIT or any Subsidiary, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (3) hereof); or

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(3)            the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the REIT or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the REIT’s assets (a “Sale”) or the acquisition of assets or stock of another corporation or other entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the outstanding REIT Common Stock and outstanding REIT Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or Acquisition (including, without limitation, an entity which as a result of such transaction owns the REIT or all or substantially all of the REIT’s assets or stock either directly or through one or more subsidiaries, the “Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding REIT Common Stock and the outstanding REIT Voting Securities, as the case may be, and (B) no person (other than (x) the REIT or any Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the Beneficial Owner, directly or indirectly, of 50% or more of the total common stock or 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and (C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of the Board of Director’s approval of the execution of the initial agreement providing for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or

(4)            approval by the stockholders of the REIT of a complete liquidation or dissolution of the Company.

(v)            For purposes of this Agreement, “Change-in-Control Window” shall mean the period starting on the date that is three (3) months prior to a Change in Control and ending on the date that is twelve (12) months following a Change in Control.

(vi)            For purposes of this Agreement, “Good Reason” shall mean, without Executive’s express written consent:

(1)            a material diminution in Executive’s title, position, authority, duties, or responsibilities;

(2)            a material diminution in the authority, duties, or responsibilities of the supervisor to whom Executive is required to report;

(3)            a material diminution in Executive’s Base Salary or Target Bonus;

(4)            a willful and material breach by the Company of this Agreement; or

(5)        the relocation (without the written consent of Executive) of Executive’s principal place of employment by more than thirty-five (35) miles from the Principal Location.

Notwithstanding the foregoing, (I) Good Reason shall not be deemed to exist unless notice of termination on account thereof is given no later than ninety (90) days after the time at which Executive has knowledge that the event or condition purportedly giving rise to Good Reason first occurs or arises , (II) if there exists

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an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date notice of such termination is received to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder and (III) Executive provides written notice of termination with Good Reason within sixty (60) days following the Company’s failure to cure such event or condition.

(vii)            For purposes of this Agreement, the “Applicable Benefits Payment Period” shall begin on the effective date of Executive’s termination, or, in the case of Executive’s death, the effective date of COBRA continuation coverage for Executive’s eligible dependents under the REIT Operator’s group health plans, and shall end on the date that is twelve (12) months following the effective date of Executive’s termination by reason of Executive’s death or Disability, or the date that is twenty-four (24) months following the effective date of Executive’s Qualifying Termination, as applicable. Notwithstanding the foregoing, the Applicable Benefits Payment Period shall end immediately upon Executive becoming eligible to receive group health benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse).

(viii)            The REIT Operator-paid portion of the monthly premium Benefits Payments shall be determined in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, and shall be treated as taxable compensation by including such amount in Executive’s income in accordance with applicable rules and regulations. Any Benefits Payments made to the Executive’s eligible dependents shall be treated as taxable compensation by including such amount in the eligible dependents’ income and withholding from such amounts in accordance with applicable rules and regulations.

(ix)            The parties agree that a termination of Executive’s employment pursuant to this Section 4 will not be a breach of this Agreement and does not relieve either party of its other obligations hereunder.

5. Code Section 280G.

(a)            Treatment of Payments. Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary, in the event that an accounting firm or a nationally recognized tax firm specializing in Code Section 280G calculations which shall be designated by the Company prior to a Change in Control with Executive’s written consent (which consent shall not be unreasonably withheld) (the “Accounting Firm”) shall determine that any payment or benefit received or to be received by Executive from the Company or any of its affiliates or from any person who effectuates a change in control or effective control of the Company or any of such person’s affiliates (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, the “Total Payments”) would fail to be deductible under Section 280G of the Code or otherwise would be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the payments or benefits to be received by Executive that are subject to Section 280G or 4999 of the Code shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax, but such reduction shall occur if and only to the extent that the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes, and employment, Social Security and Medicare taxes on such reduced Total Payments), is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes and employment, Social Security and Medicare taxes on such Total Payments and the amount of Excise Tax (or any other excise tax) to which Executive would be subject in respect of such unreduced Total Payments). For purposes of this Section 5(a), the above tax amounts shall be determined by the Accounting Firm, applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied (or is likely to apply) to Executive’s taxable income for the tax

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year in which the transaction which causes the application of Section 280G or 4999 of the Code occurs, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s) in which any of the Total Payments is expected to be made. If the Accounting Firm determines that Executive would not retain a larger amount on an after-tax basis if the Total Payments were so reduced, then Executive shall retain all of the Total Payments.

(b)            Ordering of Reduction. In the case of a reduction in the Total Payments pursuant to Section 5(a), the Total Payments will be reduced in the following order: (A) payments that are payable in cash (and that are not deferred compensation within the meaning of Section 409A of the Code) that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (B) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) (and that are not deferred compensation within the meaning of Section 409A of the Code), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (C) payments that are payable in cash (and that are not deferred compensation within the meaning of Section 409A of the Code) that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (D) payments and benefits (that are not deferred compensation within the meaning of Section 409A of the Code) due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (E) all other cash or non-cash benefits not otherwise described in above will be next reduced pro-rata with any payments or benefits that are deferred compensation within the meaning of Section 409A of the Code being reduced last.

(c)            Certain Determinations. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (A) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (B) no portion of the Total Payments will be taken into account which, in the opinion of the Accounting Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of the Accounting Firm, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Executive and the Company shall furnish such documentation and documents as may be necessary for the Accounting Firm to perform the requisite calculations and analysis under this Section 5 (and shall cooperate to the extent necessary for any of the determinations in this Section 5(c) to be made), and the Accounting Firm shall provide a written report of its determinations hereunder, including detailed supporting calculations. If the Accounting Firm determines that aggregate Total Payments should be reduced as described above, it shall promptly notify Executive and the Company to that effect. In the absence of manifest error, all determinations by the Accounting Firm under this Section 5 shall be binding on Executive and the Company and shall be made as soon as reasonably practicable following the later of Executive’s date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm and any legal counsel retained by the Accounting Firm.

(d)            Additional Payments. If Executive receives reduced payments and benefits by reason of this Section 5 and it is established pursuant to a determination of a court of competent jurisdiction which is not subject to review or as to which the time to appeal has expired, or pursuant to an Internal

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Revenue Service proceeding, that Executive could have received a greater amount without resulting in any Excise Tax, then the Company shall thereafter pay Executive the aggregate additional amount which could have been paid without resulting in any Excise Tax as soon as reasonably practicable following such determination.

6.            Restrictive Covenants.

(a)            Acknowledgments.

(i)            Consideration. Executive acknowledges and agrees that Executive has received good and valuable consideration for entering into this Agreement, including, without limitation, access to and use of Company’s Confidential Information and access to the Company’s Protected Business Relationships (as defined below) and employee relationships and goodwill.

(ii)            Access to Confidential Information, Relationships, and Goodwill. Executive acknowledges and agrees that Executive is being provided and entrusted with Confidential Information (as that term is defined below), including highly sensitive information that is subject to extensive measures to maintain its secrecy within the Company, is not known in the trade or disclosed to the public, and would materially harm the Company’s legitimate business interests if it was disclosed or used in violation of this Agreement. Executive also acknowledges and agrees that Executive is being provided and entrusted with access to the Company’s Protected Business Relationships and employee relationships and goodwill. Executive further acknowledges and agrees that the Company would not provide access to the Confidential Information, Protected Business Relationships, employee relationships, and goodwill in the absence of Executive’s execution of and compliance with this Agreement. Executive further acknowledges and agrees that the Company’s Confidential Information, Protected Business Relationships, employee relationships, and goodwill are valuable assets of the Company and are legitimate business interests that are properly subject to protection through the covenants contained in this Agreement.

(iii)            Potential Unfair Competition. Executive acknowledges and agrees that as a result of Executive’s employment with the Company, Executive’s knowledge of and access to Confidential Information, and Executive’s relationships with the Company’s Protected Business Relationships and employees, Executive would have an unfair competitive advantage if Executive were to engage in activities in violation of this Agreement.

(iv)            No Undue Hardship. Executive acknowledges and agrees that, in the event that Executive’s employment with the REIT Operator terminates, Executive possess marketable skills and abilities that will enable Executive to find suitable employment without violating the Restrictive Covenants set forth in this Agreement.

(v)            Voluntary Execution. Executive acknowledges and agrees that Executive is executing this Agreement voluntarily, that Executive has read this Agreement carefully and had a full and reasonable opportunity to consider this Agreement (including an opportunity to consult with legal counsel), and that Executive has not been pressured or in any way coerced, threatened or intimidated into signing this Agreement.

(b)            Definitions. The following capitalized terms used in this Agreement shall have the meanings assigned to them below, which definitions shall apply to both the singular and the plural forms of such terms.

(i)            “Competitive Services” means (1) for the business of any private or publicly traded real estate investment trust, fund or other investment vehicle or program, or real estate

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operating company or other real estate-related business, in each case whose business strategy is based, in whole or in material part, on investing in, acquiring, managing, holding and/or leasing single tenant net lease commercial real estate properties (including, without limitation, retail properties (such as quick service and casual dining restaurants), healthcare facilities, industrial manufacturing facilities, warehouse and distribution centers, and corporate offices), whether directly or indirectly through joint ventures; (2) the business of advising (including as an external advisor) any of the types of businesses described in Section 6(b)(i)(1); and (3) the business of providing any other material activities, products, or services of the type conducted, authorized, offered, or provided by the Company as of Executive’s date of termination, or during the two (2) years immediately prior to Executive’s date of termination.

(ii)            “Confidential Information” means any and all data and information relating to the Company, its activities, business, or clients that (1) is disclosed to Executive or of which Executive become aware as a consequence of Executive’s employment with the REIT Operator and services to the Company; (2) has value to the Company; and (3) is not generally known outside of the Company. “Confidential Information” shall include, but is not limited to the following types of information regarding, related to, or concerning the Company: trade secrets (as defined by applicable law); financial plans and data; management planning information; business plans; operational methods; market studies; marketing plans or strategies; pricing information; product development techniques or plans; tenant, investor, and customer lists; tenant, investor, and customer files, data and financial information; details of tenant, investor, and customer contracts; current and anticipated tenant, investor, and customer requirements; identifying and other information pertaining to business referral sources; past, current and planned research and development; computer aided systems, software, strategies and programs; business acquisition plans; management organization and related information (including, without limitation, data and other information concerning the compensation and benefits paid to officers, directors, employees and management); personnel and compensation policies; new personnel acquisition plans; and other similar information. “Confidential Information” also includes combinations of information or materials which individually may be generally known outside of the Company, but for which the nature, method, or procedure for combining such information or materials is not generally known outside of the Company. In addition to data and information relating to the Company, “Confidential Information” also includes any and all data and information relating to or concerning a third party that otherwise meets the definition set forth above, that was provided or made available to the Company by such third party, and that the Company has a duty or obligation to keep confidential. This definition shall not limit any definition of “confidential information” or any equivalent term under state or federal law. “Confidential Information” shall not include information that has become generally available to the public (or within the Company’s industry) by the act of one who has the right to disclose such information without violating any right or privilege of the Company.

(iii)            “Material Contact” means (1) having dealings with an actual or potential tenant, investor, customer, client, or other business relation on behalf of the Company; (2) coordinating or supervising dealings with an actual or potential tenant, investor, customer, client, or other business relation on behalf of the Company; or (3) obtaining Confidential Information about an actual or potential tenant, investor, customer, client, or other business relation in the ordinary course of business as a result of Executive’s employment with the Company.

(iv)            “Person” means any individual or any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise.

(v)            “Principal or Representative” means a principal, owner, partner, shareholder, joint venturer, investor, member, trustee, director, officer, manager, employee, agent, representative or consultant.

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(vi)            “Protected Business Relationship” means any Person (1)(A) to whom or which the Company has leased any property or actively solicited to lease property, (B) with respect to whom or which the Company has engaged in any Competitive Services or actively solicited to engage in any Competitive Services during the two (2) years preceding the conduct in question (if the conduct occurs while Executive is still employed by the Company) or the termination date (if the conduct occurs after Executive’s termination), as applicable, or (C) who or which has, during the two (2) years preceding the conduct in question (if the conduct occurs while Executive is still employed by the Company) or the termination date (if the conduct occurs after Executive’s termination), as applicable invested in any properties which the Company owns, and (2) with whom Executive has had Material Contact on behalf of the Company during Executive’s employment with the Company.

(vii)            “Restricted Period” means any time during Executive’s employment with the Company, as well as twelve (12) months following Executive’s termination date.

(viii)            “Restricted Territory” means (1) the United States; and (2) any other territory where Executive is working on behalf of the Company during the one (1) year preceding the conduct in question (if the conduct occurs while Executive is still employed by the Company) or the termination date (if the conduct occurs after Executive’s termination), as applicable.

(ix)             “Restrictive Covenants” means the covenants contained in Section 6(c) through Section 6(i) hereof.

(c)            Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than Company, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by the Company to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees that Executive shall fully cooperate with the Company in maintaining the Confidential Information to the extent permitted by law. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from: (i) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal or governmental process; provided, however, that in the event such disclosure is required by law, Executive shall, to the extent legally permitted, provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; or (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for: (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Executive may also disclose Confidential Information to the extent reasonably appropriate in the course of any litigation between Executive and the Company or any of its affiliates, provided that Executive shall make reasonable efforts to file any documents containing Confidential Information under seal (including without limitation seeking leave of

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court to file such documents under seal) and shall only file such documents in the public record if such reasonable efforts to file under seal are unsuccessful.

(d)             Non-Competition. Executive agrees that, during the Restricted Period, Executive shall not, without prior written consent of the Company, directly or indirectly (i) carry on or engage in Competitive Services in an executive or managerial capacity within the Restricted Territory on Executive’s own or on behalf of any Person or any Principal or Representative of any Person, or (ii) own, manage, operate, join, control or participate in the ownership, management, operation or control, of any business, whether in corporate, proprietorship or partnership form or otherwise where such business is engaged in the provision of Competitive Services within the Restricted Territory. Notwithstanding the foregoing, neither (i) Executive’s passive ownership of less than five (5)% of the equity of an entity engaging in Competitive Services nor (ii) Executive providing services to a division, unit, subsidiary or affiliate of an entity engaging in Competitive Services so long as the division, unit, subsidiary or affiliate for which Executive provides services does not provide Competitive Services and Executive has no involvement in or with such entity’s engaging in Competitive Services, shall be treated as a violation of this Section 6(d).

(e)             Non-Solicitation of Protected Business Relationships. Executive agrees that, during the Restricted Period, Executive shall not, without the prior written consent of the Company, directly or indirectly, on Executive’s own behalf or as a Principal or Representative of any Person (i) solicit, entice, or induce, or attempt to solicit, entice, or induce a Protected Business Relationship for the purpose of engaging in, providing, or selling Competitive Services, except on behalf of the Company; or (ii) solicit, entice, or induce a Protected Business Relationship to terminate or reduce his, hers, or its business with (or refrain from increasing his, hers, or its business with) the Company.

(f)             Non-Recruitment of Employees and Independent Contractors. Executive agrees that during the Restricted Period, Executive shall not, directly or indirectly, whether on Executive’s own behalf or as a Principal or Representative of any Person, recruit, solicit, or induce or attempt to recruit, solicit or induce any employee or independent contractor of the Company to terminate his/her employment or other relationship with the Company, or to enter into employment or any other kind of business relationship with Executive or any other Person. Executive shall not violate this Section 6(f) as a result of (i) a general advertisement soliciting employees or independent contractors that is not focused specifically on employees or independent contractors of the Company; (ii) by providing a personal reference; or (iii) seeking to engage independent contractors who or which provide generic goods or services, such as attorneys or accountants, as along as such efforts to do not result in such independent contractors terminating or curtailing their business relationship with the Company.

(g)            Proprietary Rights. Executive acknowledges and agrees that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s actual or anticipated business, research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or reduced to practice by Executive (whether alone or jointly with others) while employed by the Company, whether before or after the date of this Agreement (“Work Product”), belong to the Company. Executive shall promptly disclose such Work Product to the Company and, at the Company’s expense, perform all actions reasonably requested by the Company (whether during or after the term of Executive’s employment with the Company) to establish and confirm such ownership (including assignments, consents, powers of attorney and other instruments). Executive acknowledges and agrees that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act, as amended, and that the Company shall own all rights therein. To the extent that any Work Product is not a “work made for hire,” Executive hereby assign and

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agree to assign to the Company all right, title and interest, including a copyright, in and to such Work Product. The foregoing provisions of this Section 6 shall not apply to any invention that Executive developed entirely on Executive’s own time without using the Company’s equipment, supplies, facilities or Confidential Information, except for those inventions that (a) relate to the Company’s business or actual or demonstrably anticipated research or development, or (b) result from any work performed by Executive for the Company.

(h)             Non-Disparagement.

(i)            Executive agrees that, during the Restricted Period, Executive will not make any slanderous, defamatory, disparaging or negative statement (whether orally or in writing and whether publicly or privately) about the Company or its officers, directors, employees, affiliates, products, or services to any Person, including but not limited to television media, print media, social media, any other forms of media or via the Internet (other than in the course of performance reviews for employees of the Company); provided, however, that this Section 6(h)(i) shall not in any way limit any of Executive’s rights that are expressly reserved in the final two sentences of Section 6(c) above, or in any way limit Executive’s ability to provide truthful testimony or information in response to a subpoena, court order, or valid request by a government agency, as otherwise required by law, or as otherwise reasonably appropriate in connection with any litigation between Executive and the Company or any of its subsidiaries or other affiliates. Executive may also make truthful statements to refute inaccurate comments made about him by the Company or any of its subsidiaries or other affiliates, or their respective directors or officers.

(ii)             The Company agrees that, during the Restricted Period, the Company will not make any official statement about Executive that is slanderous, defamatory, disparaging or negative; provided, however, that this Section 6(h)(ii) shall not in any way limit the Company’s ability to provide truthful testimony or information in response to a subpoena, court order, or valid request by a government agency, as otherwise required by law, or as otherwise reasonably appropriate in connection with any litigation between Executive and the Company or any of its subsidiaries or other affiliates. The Company may also make truthful official statements to refute inaccurate comments made about the Company or any of its subsidiaries or other affiliates by Executive. The Company further agrees that, following the termination of Executive’s employment, the Company will instruct its directors and elected officers not to make any statements about Executive that are slanderous, defamatory, disparaging or negative, if Executive, within ten (10) business days after the termination date, makes a written request to the Company to give such an instruction.

(i)            Return of Materials. Executive agrees that Executive will not retain or destroy (except as set forth below), and will immediately return to the Company on or as soon as reasonably practicable following the termination date, or at any other time the Company requests such return, any and all property of the Company that is in Executive’s possession or subject to Executive’s control, including, but not limited to, tenant, investor, and customer files and information, papers, drawings, notes, manuals, specifications, designs, devices, code, email, documents, diskettes, CDs, tapes, keys, access cards, credit cards, identification cards, equipment, computers, mobile devices, other electronic media, all other files and documents relating to the Company and its business (regardless of form, but specifically including all electronic files and data of the Company), together with all Confidential Information and Work Product belonging to the Company or that Executive received from or through Executive’s employment with the Company. Executive will not make, distribute, or retain copies of any such information or property. To the extent that Executive has electronic files or information in Executive’s possession or control that belong to the Company and contain Confidential Information, or constitute Work Product (specifically including but not limited to electronic files or information stored on personal computers, mobile devices, electronic media, or in cloud storage), on or as soon as practicable following the termination date, or at any other time the Company requests, Executive shall (1) provide the Company with an electronic copy of all of such files

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or information (in an electronic format that readily accessible by the Company); (2) after doing so, delete all such files and information, including all copies and derivatives thereof, from all non-Company-owned computers, mobile devices, electronic media, cloud storage, and other media, devices, and equipment, such that such files and information are permanently deleted and irretrievable; and (3) provide a written certification to the Company that the required deletions have been completed. Notwithstanding the foregoing, Executive shall be permitted to retain any portions of his calendar, contacts, and personal correspondence that do not contain any Confidential Information, as well as any information reasonably needed for Executive’s personal tax return preparation, provided that Executive first reasonably cooperates with the Company’s IT and human resources staff to allow such staff to take reasonable steps to ensure that any documents or materials so retained by Executive do not contain any Confidential Information.

(j)            Enforcement of Protective Covenants.

(i)            Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Restrictive Covenants will be inadequate, and that in the event Executive breaches, or threatens to breach, any of the Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to seek to enjoin Executive, preliminarily and permanently, from violating or threatening to violate the Restrictive Covenants and to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Executive understands and agrees that if Executive violates any of the obligations set forth in the Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. The Company’s ability to enforce its rights under the Restrictive Covenants or applicable law against Executive shall not be impaired in any way by the existence of a claim or cause of action on Executive’s part based on, or arising out of, this Agreement or any other event or transaction.

(ii)            Severability and Modification of Covenants. Executive acknowledges and agrees that each of the Restrictive Covenants is reasonable and valid in time and scope and in all other respects. The parties agree that it is their intention that the Restrictive Covenants be enforced in accordance with their terms to the maximum extent permitted by law. Each of the Restrictive Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Restrictive Covenants be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement or such Restrictive Covenant. If any of the provisions of the Restrictive Covenants should ever be held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shall be automatically modified to such lesser scope as such court may deem just and proper for the reasonable protection of the Company’s legitimate business interests and may be enforced by the Company to that extent in the manner described above and all other provisions of this Agreement shall be valid and enforceable.

(k)            Disclosure of Agreement. Executive acknowledges and agrees that, during the Restricted Period, Executive will disclose the existence and terms of this Agreement to any prospective employer, business partner, investor or lender prior to entering into an employment, partnership or other business relationship with such prospective employer, business partner, investor or lender. Executive further agrees that the Company shall have the right to make any such prospective employer, business partner, investor or lender of Executive aware of the existence and terms of this Agreement.

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(l)            Survival of Provisions. Section 6 of this Agreement and all other provisions necessary to interpret or enforce Section 6 shall survive and continue in full force in accordance with their respective terms notwithstanding the expiration of the Term or this Agreement or the termination of Employee’s employment with the Company for any reason.

7.            Additional Acknowledgments.

(a)            [Reserved]

(b)            Executive also agrees that, in addition to any other remedies available to the Company and notwithstanding any provision of this Agreement to the contrary, in the event Executive breaches in any material respect any of Executive’s obligations under Section 6 (which breach, if susceptible to a cure in the reasonable discretion of the Company, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such breach), the Company shall immediately cease all payments and benefits (including vesting of equity-based awards) under Section 4 and will have no further obligations thereunder.

(c)            Executive and the Company further agree that REIT Operator is the employer of Executive for all U.S. federal income tax and employment tax purposes. In accordance with such status, to the extent that any provision herein permits the Company to control, supervise, or otherwise determine the rights, responsibilities, or obligations of Executive hereunder; to remunerate, reimburse, or otherwise provide any economic benefit to Executive hereunder (or to determine the amount of such payments or benefits); or to otherwise initiate, terminate, or otherwise alter the terms of Executive’s employment with REIT Operator hereunder, it is acknowledged and agreed by all parties hereto that such actions are taken on behalf of REIT Operator, which hereby grants all necessary power and authority to the Company to take such actions on behalf of REIT Operator.

8.            Executive’s Cooperation. During and following the Term of Employment, Executive shall cooperate with the Company in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or any dispute with a third party as reasonably requested by the Company to the extent that such investigation, proceeding or dispute may relate to matters in which Executive has knowledge as a result of Executive’s employment with the Company or Executive’s serving as an officer or director of the Company (including Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request, after reasonable notice, to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). In the event the Company requires Executive’s reasonable assistance or cooperation in accordance with this Section 8, the REIT Operator shall reimburse Executive solely for reasonable travel expenses (including lodging and meals) upon submission of receipts and for reasonable legal fees incurred by Executive to the extent Executive reasonably believes that independent counsel would be appropriate. Any such cooperation shall take into account Executive’s personal and business commitments, and Executive shall not be required to cooperate against his legal interests or the legal interests of any subsequent employer.

9.            Executive’s Representations. Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (b) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity and (c) upon the execution and delivery of this Agreement by the Company, this

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Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that Executive has consulted with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein.

10.            [Reserved]

11.            Insurance for Company’s Own Behalf. The Company may, at its discretion, apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered advisable. Executive agrees to cooperate in any medical or other examination, supply any information and execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance.

12.            Withholding. The REIT Operator shall be entitled to deduct or withhold from any amounts owing from the Company to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes that it reasonably determines are required to be imposed with respect to Executive’s compensation or other payments or benefits from the Company or Executive’s ownership interest in the Company (including wages, bonuses, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity).

13.            Survival. The rights and obligations of the parties under this Agreement shall survive as provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions following the termination of Executive’s employment with the Company, regardless of the manner of or reasons for such termination.

14.            Notices. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally against written receipt or mailed by prepaid first class certified mail, return receipt requested, or mailed by overnight courier prepaid, to (a) Executive at the address on file with the Company, and (b) Company at the following address:

Notices to the Company:	800 Clinton Square
	Rochester, New York 14604
	Attn:	Chairman of the Board of Directors
		Chairman of the Governance Committee of the Board of Directors
Notices to Executive:	Address on file with the Company

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 14, be deemed given on the day so delivered, or, if delivered after 5:00 p.m. local time or on a day other than a Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close (a “Business Day”), then on the next proceeding Business Day, (ii) if delivered by certified mail in the manner described above to the address as provided in this Section 14, be deemed given on the earlier of the third Business Day following mailing or upon receipt and (iii) if delivered by overnight courier to the address as provided for in this Section 14, be deemed given on the earlier of the first Business Day following the date sent by such overnight courier or upon receipt, in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section 14. Any party hereto from time to time may change its address or other information for the purpose of notices to that party by giving notice specifying such change to the other party hereto.

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15.            Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

16.            Entire Agreement. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, including but not limited to the Prior Agreement. For the avoidance of doubt, Executive shall not be eligible to participate in any severance plan or program during the Term of Employment to the extent such participation would result in a duplication of benefits.

17.            No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

18.            Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

19.            Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign Executive’s rights or delegate Executive’s duties or obligations hereunder without the prior written consent of the Company. The Company may only assign this Agreement to a successor to all or substantially all of the business and/or assets of the Company. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

20.            Choice of Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

21.            Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved by the Board) and Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including the Company’s right to terminate the Term of Employment for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

22.            Consent to Jurisdiction. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL, RETURN RECEIPT REQUESTED, TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN THE STATE OF NEW YORK WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS SECTION 22. EACH OF THE PARTIES HERETO

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IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

23.            Waiver of Jury Trial. AS A SPECIFICALLY BARGAINED-FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

24.            Section 409A.

(a)            Interpretation. Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of Section 409A of the Code and regulations thereunder (“Section 409A”) or any exemption thereunder, to the extent applicable, and this Agreement shall be interpreted accordingly. If necessary, any provisions of this Agreement that would otherwise violate Section 409A shall be amended by the parties to comply with Section 409A; provided, that, such amendment shall endeavor to maintain the economic benefits of this Agreement. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of any payment that constitutes deferred compensation for purposes of Section 409A. To the extent any payment or benefit provided under Section 4 is contingent upon Executive’s execution of the general release of claims described in Section 4(d)(ii), if such payment or benefit constitutes deferred compensation for purposes of Section 409A and the 60-day period described in Section 4(d)(ii) spans calendar years, such payment and/or benefit shall be paid or commence, as applicable, in the latter calendar year. Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments or benefits hereunder that constitute deferred compensation for purposes of Section 409A only upon a “separation from service” within the meaning of Section 409A.

(b)            Payment Delay. Notwithstanding any provision to the contrary in this Agreement, if on the date of Executive’s termination of employment, Executive is a “specified employee” (as such term is used in Section 409A), then any amounts payable to Executive that constitute deferred compensation for purposes of Section 409A that are payable due to Executive’s termination of employment shall be postponed and paid (without interest) to Executive in a lump sum on the date that is six (6) months and one (1) day following Executive’s “separation from service” with the Company (or any successor thereto); provided, however, that if Executive dies during such six-month period and prior to payment of the postponed cash amounts hereunder, the amounts delayed on account of Section 409A shall be paid to the personal representative of Executive’s estate on the sixtieth (60th) day after Executive’s death.

(c)            Reimbursements. If Executive is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Executive’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was

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incurred. No right of Executive to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers or agents hereunto duly authorized, all as of the Effective Date.

BROADSTONE NET LEASE, INC.
By:	/s/ Christopher J. Czarnecki
	Christopher J. Czarnecki
Its:	President and Chief Executive Officer
BROADSTONE NET LEASE, LLC
By:	Broadstone Net Lease, Inc.
Its:	Managing Member
	By:	/s/ Christopher J. Czarnecki
		Christopher J. Czarnecki
	Its:	President and Chief Executive Officer
BROADSTONE EMPLOYEE SUB, LLC
By:	Broadstone Net Lease, LLC
Its:	Manager
	By:	Broadstone Net Lease, Inc.
	Its:	Managing Member
		By:	/s/ Christopher J. Czarnecki
			Christopher J. Czarnecki
		Its:	President and Chief Executive Officer

EXECUTIVE

/s/ Ryan M. Albano                    

Ryan M. Albano

[Signature Page to Amended and Restated Employment Agreement]

EX-10.9

Exhibit 10.9

Execution Copy

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) by and between Broadstone Net Lease, Inc., a Maryland corporation (the “REIT”), Broadstone Net Lease, LLC, a New York limited liability company (the “Operating Company”), and the Operating Company’s subsidiary, Broadstone Employee Sub, LLC, a New York limited liability company (“REIT Operator” and, together with the REIT and the Operating Company, the “Company”), and Sean T. Cutt (“Executive”) is dated as of the Effective Date.

WHEREAS, Executive and the Company are presently party to that certain Employment Agreement, dated November 11, 2019 (the “Prior Agreement”); and

WHEREAS, the Company and Executive desire to amend and restate the Prior Agreement as of the Effective Date, as set forth herein, for the purpose of adding the REIT Operator as a party to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Term of Employment.

(a)            Subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Company agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.

(b)            The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Agreement and Plan of Merger between the REIT, the Operating Company, Broadstone Real Estate, LLC, a New York limited liability company, and the other parties thereto, dated as of November 11, 2019) (the “Effective Date”) and continue through the fourth (4^th) anniversary of the Closing (the “Term” or “Term of Employment”), unless the Agreement is terminated sooner in accordance with Section 4 hereof. If the Closing does not occur, this Agreement will automatically terminate and be of no force or effect.

2. Position; Duties and Responsibilities.

(a)            During the Term of Employment, Executive will be employed by the REIT Operator and will serve as the Executive Vice President and Chief Investment Officer of the REIT, reporting directly to the Chief Executive Officer of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Chief Executive Officer of the REIT shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited liability company agreement of the Operating Company, and the limited liability company agreement of REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company.

(b)            During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive

and consulting services for, or on behalf of, such subsidiaries of the REIT as the Chief Executive Officer of the REIT may, from time to time, request.

(c)            During the Term of Employment, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (unless approved by the Chief Executive Officer of the REIT); provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT (the “Board of Directors” or the “Board”), which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement or violate the restrictive covenants set forth in Section 6 of this Agreement.

(d)            During the Term of Employment, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Rochester, New York (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

3. Compensation and Benefits.

(a)            Base Salary. During the Term of Employment, Executive will be entitled to receive an annualized base salary (the “Base Salary”) of not less than $375,000. The Base Salary shall be paid in accordance with REIT Operator’s normal payroll practices, but no less often than semi-monthly. The Base Salary shall be subject to annual review by the Board (or a committee of directors to whom such responsibility has been delegated by the Board) for possible increase, but not decrease (except pursuant to across-the-board salary reductions affecting other senior-level executives of the REIT).

(b)            Incentive Compensation. In addition to the Base Salary, Executive shall be entitled to participate in any short-term and long-term incentive programs (including without limitation equity compensation plans) established by the Company, including for its senior level executives. However, during the Term of Employment, and subject to subsection (e) below, such arrangements will include:

(i)            Annual Performance Bonus. In each calendar year of the Term of Employment, Executive shall be eligible to receive an annual incentive bonus (the “Annual Bonus”) payable in cash, pursuant to the performance criteria and targets established and administered by the Board (or a committee of directors to whom such responsibility has been delegated by the Board). Commencing with calendar year 2020, Executive’s target Annual Bonus shall be at least one hundred percent (100)% of Executive’s Base Salary (“Target Bonus”). The Annual Bonus payable to Executive each year shall be determined and payable as soon as practicable after year-end for such year (but no later than March 15^th). To be entitled to receive any Annual Bonus, except as otherwise provided in Sections 4(a), (b) and 4(d) hereof, Executive must remain employed through the last day of the calendar year to which the Annual Bonus relates. For purposes of this Agreement, the term “Annual Bonus” excludes any special transaction or retention bonuses that Executive has received, or may receive, from time to time, from the Company or any predecessor employer.

(ii)            Long-Term Equity Incentives. During the Term, Executive shall be eligible for stock-based awards under the Company’s long-term incentive plan, as determined by the Board (or a committee of directors to whom such responsibility has been delegated by the Board) in its sole

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discretion. Nothing herein requires the Board (or any committee thereof) to make grants of stock-based awards in any year. Without limiting the foregoing, the target grant date fair value of Executive’s annual long-term incentive award with respect to calendar year 2020 shall be $700,000 (“Target LTIP Value”). Forty percent (40%) of the Target LTIP Value shall be allocated to a stock-based award having time-based vesting criteria (the “2020 Time-Based Award”) and sixty percent (60%) of the Target LTIP Value shall be allocated to a stock-based award having performance-based vesting criteria (the “2020 Performance-Based Award”). The 2020 Time-Based Award and the 2020 Performance-Based Award shall be subject to the terms and conditions, including specific vesting periods, set forth in the award certificate memorializing such awards, as determined by the Board (or a committee of directors to whom such responsibility has been delegated by the Board) in its sole discretion.

(c)            Employee Benefit Programs and Fringe Benefits. During the Term of Employment, Executive will be eligible to participate in all executive incentive and employee benefit programs of the Company made available to the Company’s senior level executives generally, as such programs may be in effect from time to time; provided, that nothing herein shall prevent the Company from amending or terminating any such programs pursuant to the terms thereof; provided, that, such amendment or termination shall not discriminate against Executive. The REIT Operator will reimburse Executive for any and all necessary, customary and usual business expenses incurred and paid by Executive in connection with Executive’s employment upon presentation to the Company of reasonable substantiation and documentation, and in accordance with, and subject to the terms and conditions of, applicable Company policies. During the Term, Executive shall be entitled to paid vacation and, if applicable paid time off, per year of the Term (as prorated for any stub employment period) in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time, but in no event shall Executive accrue less than five (5) weeks of vacation per calendar year (pro-rated for any stub employment period).

(d)            Insurance; Indemnification. Executive shall be covered by such comprehensive directors’ and officers’ liability insurance and errors and omissions liability insurance as the Company and any subsidiaries on which Executive may serve as a director shall have established and maintained in respect of its directors and officers generally and at its expense. The Company shall indemnify Executive for liabilities incurred by Executive while acting in good faith in his capacity as a director or an officer to the fullest extent provided for any other officer or director of the Company.

(e)            Clawback/Recoupment. Notwithstanding any other provisions in this Agreement to the contrary, any compensation provided to, or gain realized by, Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to repayment and/or forfeiture by Executive to the Company if and to the extent any such compensation or gain (i) is or becomes subject to the “clawback” policy adopted by the REIT and in effect as of the date hereof that is applicable to Executive and other similarly situated executives, or (ii) is, or in the future, becomes subject to, any law, rule, requirement or regulation which imposes mandatory recoupment or forfeiture, under circumstances set forth in such law, rule, requirement or regulation.

4. Termination of Employment.

(a)            Termination Due to Disability. The Company may cause the REIT Operator to terminate Executive’s employment, to the extent permitted by applicable law, if Executive (i) is unable to perform the essential functions of Executive’s job, with or without reasonable accommodation, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, actually receiving income

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replacement benefits for a period of not less than three months under an accident and health plan covering employees of the REIT Operator (“Disability”). If Executive’s employment is terminated under this Section 4(a) for Disability, then the REIT Operator shall pay or provide Executive the following:

(i)            the Accrued Benefits (as defined in Section 4(i) hereof);

(ii)            Executive’s outstanding equity awards that are subject solely to time-based vesting conditions shall become fully vested as of Executive’s date of termination (the “Vesting Acceleration for Time-Based Equity Awards”);

(iii)            the REIT Operator shall pay Executive a cash amount equal to the product of (x) Executive’s Target Annual Bonus for the year in which the effective date of Executive’s termination occurs, and (y) a fraction, the numerator of which is the number of days in the calendar year preceding the effective of Executive’s termination, and the denominator of which is 365 (the “Prorated Final Year Target Bonus”). Subject to Section 24, the Prorated Final Year Target Bonus shall be paid in a single lump sum with the first payroll date to occur after the sixtieth (60^th) day following the effective date of Executive’s termination; and

(iv)            if Executive timely and properly elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive or Executive’s eligible dependents would be entitled under COBRA, then the REIT Operator shall pay Executive a monthly cash payment equal to the excess of (x) the COBRA cost of coverage for each month during the Applicable Benefits Payment Period (as defined in Section 4(i) hereof) over (y) the amount that Executive would have had to pay for such coverage if Executive had remained employed by the REIT Operator during the Applicable Benefits Payment Period and paid the active employee rate for such coverage, less withholding for taxes and other similar items (the “Benefits Payments”), paid in accordance with the normal payroll practice of the REIT Operator during the Applicable Benefits Payment Period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination).

Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive. For the avoidance of doubt, Executive’s outstanding equity awards that are subject to performance-based vesting conditions shall be treated in accordance with the terms of the applicable award agreement.

(b)            Termination Due to Death. Executive’s employment shall terminate automatically upon Executive’s death during the Term of Employment. If Executive’s employment is terminated because of Executive’s death, then Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, the REIT Operator shall pay or provide Executive the following:

(i)       the Accrued Benefits;

(ii)      the Vesting Acceleration for Time-Based Equity Awards;

(iii)      the Prorated Final Year Target Bonus; and

(iv)      if Executive’s eligible dependents timely and properly elect to continue participation in any group medical, dental, vision and/or prescription drug plan benefits pursuant to COBRA, then such dependents shall be entitled to receive the Benefits Payments (collectively or on a pro rata basis) during the Applicable Benefits Payment Period, less withholding for taxes and other similar items, paid in accordance with the normal payroll practice of the REIT Operator during the Applicable

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Benefits Payment Period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination).

Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive’s executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through Executive. For the avoidance of doubt, Executive’s outstanding equity awards that are subject to performance-based vesting conditions shall be treated in accordance with the terms of the applicable award agreement.

(c)            Expiration of Agreement. If following the expiration of the Term, the Company causes the REIT Operator to terminate Executive’s employment for any reason or Executive resigns from Executive’s employment for any reason, then no further payments or benefits shall be due under this Agreement and all then unvested awards or benefits shall be forfeited, except that the REIT Operator shall pay or provide to Executive the Accrued Benefits. Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive. Notwithstanding the foregoing, if the Company elects not to renew this Agreement and the Company and Executive do not enter into a new agreement that supersedes this Agreement, then, following the expiration of the Term, (i) Executive shall be covered by a severance plan or policy providing (X) severance terms that are no less favorable than those provided in Section 4(d)(ii)(1), (2) and (4) hereof (the “Similar Severance Benefits”), and (Y) that Executive’s outstanding equity awards that are subject solely to time-based vesting conditions shall vest as to that portion of the award that would have become vested on the next vesting date following the effective date of Executive’s termination of employment by the REIT Operator other than for Cause or Disability, or Executive’s resignation for Good Reason (as such terms are defined herein), with the remaining unvested portion of such time-based equity awards treated in accordance with the terms of the applicable award agreement, or, if more beneficial to Executive, the vesting benefit provided under any such severance plan or policy (together with the Similar Severance Benefits, the “Non-Renewal Severance Benefits”); or (ii) if the REIT Operator fails to implement such a plan or policy and the Company causes the REIT Operator to terminate Executive’s employment other than for Cause or Disability, or Executive resigns for Good Reason (as such terms are defined herein), then, notwithstanding the expiration of the Term and subject to the Release Requirement (as defined in Section 4(d)(ii) hereof) and continued compliance with the obligations set forth in Section 6 hereof, the REIT Operator shall pay or provide Executive with the Non-Renewal Severance Benefits. For the avoidance of doubt, if Executive elects not to renew this Agreement, then the preceding sentence shall not apply.

(d)            Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator to terminate Executive’s employment immediately at any time without Cause (as defined in Section 4(i) hereof), and Executive may terminate Executive’s employment by resigning for Good Reason (as defined in Section 4(i) hereof) upon not less than sixty (60) days’ prior written notice of such resignation to the REIT. Upon any such termination of Executive’s employment without Cause or for Good Reason (each, a “Qualifying Termination”), the REIT Operator shall pay or provide Executive with the following:

(i)            The Accrued Benefits; and

(ii)            if Executive signs a general release of claims in favor of the Company substantially in the form attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”):

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(1)            the REIT Operator shall pay Executive a cash amount equal to one and one-half (1.5) times, if the Qualifying Termination occurs outside the Change-in-Control Window (as defined herein), or two (2) times, if the Qualifying Termination occurs within the Change in Control Window, the sum of (A) Executive’s then-current Base Salary and (B) Executive’s then-current Target Bonus. Subject to Section 24, the amount payable pursuant to this Section 4(d)(ii)(1)shall be paid in a single lump sum with the first payroll date to occur after the sixtieth (60^th) day following the effective date of Executive’s termination;

(2)            the Prorated Final Year Target Bonus, payable in a single lump sum with the first payroll date to occur after the sixtieth (60^th) day following the effective date of Executive’s termination;

(3)            the Vesting Acceleration for Time-Based Equity Awards; and

(4)            if Executive timely and properly elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive or Executive’s eligible dependents would be entitled under COBRA, then Executive shall be entitled to receive the Benefits Payments during the Applicable Benefits Payment Period, less withholding for taxes and other similar items, paid in accordance with the normal payroll practice of the REIT Operator during the Applicable Benefits Payment Period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination).

Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive. Executive’s continuing entitlement to receive the payments and benefits set forth in Section 4(d)(ii) is also contingent on Executive’s continued compliance in all material respects with the Restrictive Covenants set forth in Section 6 of this Agreement, and in the event that Executive breaches any of the Restrictive Covenants (which breach, if susceptible to a cure in the reasonable discretion of the REIT, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such breach), Executive’s entitlement to any payments and benefits set forth in Section 4(d)(ii) shall immediately cease as of the date of such breach. For the avoidance of doubt, Executive’s outstanding equity awards that are subject to performance-based vesting conditions shall be treated in accordance with the terms of the applicable award agreement.

(e)            Termination by the Company for Cause. The Company may cause the REIT Operator to terminate Executive’s employment at any time for Cause pursuant to the provisions of Section 4(i) hereof, in which event as of the effective date of such termination all payments and benefits under this Agreement shall cease and all then unvested awards or benefits shall be forfeited, except that the REIT Operator shall pay or provide to Executive the Accrued Benefits (with the exception of any earned but unpaid Annual Bonus). Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive.

(f)            Voluntary Termination by Executive without Good Reason. Executive may voluntarily terminate Executive’s employment without Good Reason upon sixty (60) days’ prior written notice. In any such event, after the effective date of such termination, no further payments or benefits shall be due under this Agreement and all then unvested awards or benefits shall be forfeited, except that the REIT Operator shall pay or provide to Executive the Accrued Benefits. Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive.

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(g)            Notice of Termination. Any termination of Executive’s employment shall be communicated by a written notice of termination to the other parties hereto given in accordance with Section 14 and shall specify the termination date in accordance with the requirements of this Agreement.

(h)            Resignation of All Other Positions. Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all positions that Executive holds as an officer of the Company or any affiliate of the Company, and from all positions that Executive holds as a member of the Board of Directors (or a committee thereof) or the board of directors (or a committee thereof) of any subsidiary or affiliate of the REIT, unless otherwise mutually agreed with the Board of Directors, and shall take all actions reasonably requested by the Company to effectuate the foregoing.

(i)            General Provisions; Definitions.

(i)            For purposes of this Agreement, “Accrued Benefits” shall mean: (1) any unpaid Base Salary and accrued but unused vacation and/or paid time off (determined in accordance with REIT Operator’s policy) through the date of termination (paid in cash within 30 days, or such shorter period required by applicable law, following the effective date of termination), (2) reimbursement for all necessary, customary and usual business expenses and fees incurred and paid by Executive prior to the effective date of termination, in accordance with Section 3(c) above (payable in accordance with the REIT Operator’s expense reimbursement policy), (3) vested benefits, if any, to which Executive may be entitled under the REIT Operator’s employee benefit plans, including those as provided in Section 3(c) above (payable in accordance with the applicable employee benefit plan), and (4) any Annual Bonus earned but unpaid as of the effective date of termination.

(ii)            During any notice period required under Section 4, (A) Executive shall remain employed by the REIT Operator and shall continue to be bound by all the terms of this Agreement and any other applicable duties and obligations to the Company, (B) the REIT may direct Executive not to report to work, and (C) Executive shall only undertake such actions on behalf of the Company, consistent with Executive’s position, as expressly directed by the Board of Directors.

(iii)            For purposes of this Agreement, “Cause” shall mean any of the following:

(1)            conduct by Executive that amounts to willful misconduct, gross neglect, or a material refusal to perform Executive’s duties and responsibilities, which conduct, if susceptible to a cure in the reasonable discretion of the REIT, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such conduct;

(2)            any willful violation of any material law, rule, or regulation applicable to the Company generally;

(3)            Executive’s material violation of any material written policy, board committee charter, or code of ethics or business conduct (or similar code) of the Company to which Executive is subject, which violation, if susceptible to a cure in the reasonable discretion of the REIT, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such violation;

(4)            any act of fraud, misappropriation, or embezzlement by Executive, whether or not such act was committed in connection with the business of the Company;

(5)            a material breach of Section 6 hereof or of any other contractual obligations, or any breach of fiduciary duties owed by Executive to the Company (which breach, if

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susceptible to a cure in the reasonable discretion of the REIT, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such breach);

(6)            Executive’s charge with, indictment for, conviction of, or entry of a plea of guilty or nolo contendere or no contest with respect to: (X) any felony, or any misdemeanor involving dishonesty or moral turpitude (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining), whether or not such felony, crime or lesser offense is connected with the business of the Company, or (Y) any crime connected with the business of the Company; or

(7)            Executive’s deliberate misrepresentation in connection with, or willful failure to cooperate with, a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials as reasonably requested by the Company or its legal counsel.

No action or inaction shall be treated as willful unless done or not done in bad faith or without a reasonable belief it was in the best interests of the Company or any of its affiliates. Any action or inaction based upon the advice of counsel to the Company (or any of its affiliates) or the direction of the Board shall not be treated as Cause.

(iv)            For purposes of this Agreement, “Change in Control” means and includes the occurrence of any one of the following events:

(1)            during any consecutive 12-month period, individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the beginning of such 12-month period and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or

(2)            any individual, entity or group (within the meaning of Section 3(a)(9) of the Securities Exchange Act of 1934 Act (“1934 Act”) and as used in Section 13(d)(3) or 14(d)(2) of the 1934 Act) (a “Person”) becomes a “beneficial owner” (as defined in Rule 13d-3 of the General Rules and Regulations under the 1934 Act) (“Beneficial Owner”), directly or indirectly, of either (A) 50% or more of the then-outstanding shares of common stock of the REIT (“REIT Common Stock”) or (B) securities of the REIT representing 50% or more of the combined voting power of the REIT’s then outstanding securities eligible to vote for the election of directors (the “REIT Voting Securities”); provided, however, that for purposes of this subsection (2), the following acquisitions of REIT Common Stock or REIT Voting Securities shall not constitute a Change in Control: (w) an acquisition directly from the REIT, (x) an acquisition by the REIT or any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the REIT (a “Subsidiary”), (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the REIT or any Subsidiary, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (3) hereof); or

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(3)            the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the REIT or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the REIT’s assets (a “Sale”) or the acquisition of assets or stock of another corporation or other entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the outstanding REIT Common Stock and outstanding REIT Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or Acquisition (including, without limitation, an entity which as a result of such transaction owns the REIT or all or substantially all of the REIT’s assets or stock either directly or through one or more subsidiaries, the “Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding REIT Common Stock and the outstanding REIT Voting Securities, as the case may be, and (B) no person (other than (x) the REIT or any Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the Beneficial Owner, directly or indirectly, of 50% or more of the total common stock or 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and (C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of the Board of Director’s approval of the execution of the initial agreement providing for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or

(4)            approval by the stockholders of the REIT of a complete liquidation or dissolution of the Company.

(v)            For purposes of this Agreement, “Change-in-Control Window” shall mean the period starting on the date that is three (3) months prior to a Change in Control and ending on the date that is twelve (12) months following a Change in Control.

(vi)            For purposes of this Agreement, “Good Reason” shall mean, without Executive’s express written consent:

(1)            a material diminution in Executive’s title, position, authority, duties, or responsibilities;

(2)            a material diminution in the authority, duties, or responsibilities of the supervisor to whom Executive is required to report;

(3)            a material diminution in Executive’s Base Salary or Target Bonus;

(4)            a willful and material breach by the Company of this Agreement; or

(5)            the relocation (without the written consent of Executive) of Executive’s principal place of employment by more than thirty-five (35) miles from the Principal Location.

Notwithstanding the foregoing, (I) Good Reason shall not be deemed to exist unless notice of termination on account thereof is given no later than ninety (90) days after the time at which Executive has knowledge that the event or condition purportedly giving rise to Good Reason first occurs or arises , (II) if there exists

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an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date notice of such termination is received to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder and (III) Executive provides written notice of termination with Good Reason within sixty (60) days following the Company’s failure to cure such event or condition.

(vii)            For purposes of this Agreement, the “Applicable Benefits Payment Period” shall begin on the effective date of Executive’s termination, or, in the case of Executive’s death, the effective date of COBRA continuation coverage for Executive’s eligible dependents under the REIT Operator’s group health plans, and shall end on the date that is twelve (12) months following the effective date of Executive’s termination by reason of Executive’s death or Disability, or the date that is twenty-four (24) months following the effective date of Executive’s Qualifying Termination, as applicable. Notwithstanding the foregoing, the Applicable Benefits Payment Period shall end immediately upon Executive becoming eligible to receive group health benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse).

(viii)            The REIT Operator-paid portion of the monthly premium Benefits Payments shall be determined in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, and shall be treated as taxable compensation by including such amount in Executive’s income in accordance with applicable rules and regulations. Any Benefits Payments made to the Executive’s eligible dependents shall be treated as taxable compensation by including such amount in the eligible dependents’ income and withholding from such amounts in accordance with applicable rules and regulations.

(ix)            The parties agree that a termination of Executive’s employment pursuant to this Section 4 will not be a breach of this Agreement and does not relieve either party of its other obligations hereunder.

5. Code Section 280G.

(a)            Treatment of Payments. Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary, in the event that an accounting firm or a nationally recognized tax firm specializing in Code Section 280G calculations which shall be designated by the Company prior to a Change in Control with Executive’s written consent (which consent shall not be unreasonably withheld) (the “Accounting Firm”) shall determine that any payment or benefit received or to be received by Executive from the Company or any of its affiliates or from any person who effectuates a change in control or effective control of the Company or any of such person’s affiliates (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, the “Total Payments”) would fail to be deductible under Section 280G of the Code or otherwise would be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the payments or benefits to be received by Executive that are subject to Section 280G or 4999 of the Code shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax, but such reduction shall occur if and only to the extent that the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes, and employment, Social Security and Medicare taxes on such reduced Total Payments), is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes and employment, Social Security and Medicare taxes on such Total Payments and the amount of Excise Tax (or any other excise tax) to which Executive would be subject in respect of such unreduced Total Payments). For purposes of this Section 5(a), the above tax amounts shall be determined by the Accounting Firm, applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied (or is likely to apply) to Executive’s taxable income for the tax

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year in which the transaction which causes the application of Section 280G or 4999 of the Code occurs, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s) in which any of the Total Payments is expected to be made. If the Accounting Firm determines that Executive would not retain a larger amount on an after-tax basis if the Total Payments were so reduced, then Executive shall retain all of the Total Payments.

(b)            Ordering of Reduction. In the case of a reduction in the Total Payments pursuant to Section 5(a), the Total Payments will be reduced in the following order: (A) payments that are payable in cash (and that are not deferred compensation within the meaning of Section 409A of the Code) that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (B) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) (and that are not deferred compensation within the meaning of Section 409A of the Code), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (C) payments that are payable in cash (and that are not deferred compensation within the meaning of Section 409A of the Code) that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (D) payments and benefits (that are not deferred compensation within the meaning of Section 409A of the Code) due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (E) all other cash or non-cash benefits not otherwise described in above will be next reduced pro-rata with any payments or benefits that are deferred compensation within the meaning of Section 409A of the Code being reduced last.

(c)            Certain Determinations. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (A) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (B) no portion of the Total Payments will be taken into account which, in the opinion of the Accounting Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of the Accounting Firm, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Executive and the Company shall furnish such documentation and documents as may be necessary for the Accounting Firm to perform the requisite calculations and analysis under this Section 5 (and shall cooperate to the extent necessary for any of the determinations in this Section 5(c) to be made), and the Accounting Firm shall provide a written report of its determinations hereunder, including detailed supporting calculations. If the Accounting Firm determines that aggregate Total Payments should be reduced as described above, it shall promptly notify Executive and the Company to that effect. In the absence of manifest error, all determinations by the Accounting Firm under this Section 5 shall be binding on Executive and the Company and shall be made as soon as reasonably practicable following the later of Executive’s date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm and any legal counsel retained by the Accounting Firm.

(d)            Additional Payments. If Executive receives reduced payments and benefits by reason of this Section 5 and it is established pursuant to a determination of a court of competent jurisdiction which is not subject to review or as to which the time to appeal has expired, or pursuant to an Internal

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Revenue Service proceeding, that Executive could have received a greater amount without resulting in any Excise Tax, then the Company shall thereafter pay Executive the aggregate additional amount which could have been paid without resulting in any Excise Tax as soon as reasonably practicable following such determination.

6.                Restrictive Covenants.

(a)            Acknowledgments.

(i)            Consideration. Executive acknowledges and agrees that Executive has received good and valuable consideration for entering into this Agreement, including, without limitation, access to and use of Company’s Confidential Information and access to the Company’s Protected Business Relationships (as defined below) and employee relationships and goodwill.

(ii)            Access to Confidential Information, Relationships, and Goodwill. Executive acknowledges and agrees that Executive is being provided and entrusted with Confidential Information (as that term is defined below), including highly sensitive information that is subject to extensive measures to maintain its secrecy within the Company, is not known in the trade or disclosed to the public, and would materially harm the Company’s legitimate business interests if it was disclosed or used in violation of this Agreement. Executive also acknowledges and agrees that Executive is being provided and entrusted with access to the Company’s Protected Business Relationships and employee relationships and goodwill. Executive further acknowledges and agrees that the Company would not provide access to the Confidential Information, Protected Business Relationships, employee relationships, and goodwill in the absence of Executive’s execution of and compliance with this Agreement. Executive further acknowledges and agrees that the Company’s Confidential Information, Protected Business Relationships, employee relationships, and goodwill are valuable assets of the Company and are legitimate business interests that are properly subject to protection through the covenants contained in this Agreement.

(iii)            Potential Unfair Competition. Executive acknowledges and agrees that as a result of Executive’s employment with the Company, Executive’s knowledge of and access to Confidential Information, and Executive’s relationships with the Company’s Protected Business Relationships and employees, Executive would have an unfair competitive advantage if Executive were to engage in activities in violation of this Agreement.

(iv)            No Undue Hardship. Executive acknowledges and agrees that, in the event that Executive’s employment with the REIT Operator terminates, Executive possess marketable skills and abilities that will enable Executive to find suitable employment without violating the Restrictive Covenants set forth in this Agreement.

(v)            Voluntary Execution. Executive acknowledges and agrees that Executive is executing this Agreement voluntarily, that Executive has read this Agreement carefully and had a full and reasonable opportunity to consider this Agreement (including an opportunity to consult with legal counsel), and that Executive has not been pressured or in any way coerced, threatened or intimidated into signing this Agreement.

(b)            Definitions. The following capitalized terms used in this Agreement shall have the meanings assigned to them below, which definitions shall apply to both the singular and the plural forms of such terms.

(i)        “Competitive Services” means (1) for the business of any private or publicly traded real estate investment trust, fund or other investment vehicle or program, or real estate

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operating company or other real estate-related business, in each case whose business strategy is based, in whole or in material part, on investing in, acquiring, managing, holding and/or leasing single tenant net lease commercial real estate properties (including, without limitation, retail properties (such as quick service and casual dining restaurants), healthcare facilities, industrial manufacturing facilities, warehouse and distribution centers, and corporate offices), whether directly or indirectly through joint ventures; (2) the business of advising (including as an external advisor) any of the types of businesses described in Section 6(b)(i)(1); and (3) the business of providing any other material activities, products, or services of the type conducted, authorized, offered, or provided by the Company as of Executive’s date of termination, or during the two (2) years immediately prior to Executive’s date of termination.

(ii)            “Confidential Information” means any and all data and information relating to the Company, its activities, business, or clients that (1) is disclosed to Executive or of which Executive become aware as a consequence of Executive’s employment with the REIT Operator and services to the Company; (2) has value to the Company; and (3) is not generally known outside of the Company. “Confidential Information” shall include, but is not limited to the following types of information regarding, related to, or concerning the Company: trade secrets (as defined by applicable law); financial plans and data; management planning information; business plans; operational methods; market studies; marketing plans or strategies; pricing information; product development techniques or plans; tenant, investor, and customer lists; tenant, investor, and customer files, data and financial information; details of tenant, investor, and customer contracts; current and anticipated tenant, investor, and customer requirements; identifying and other information pertaining to business referral sources; past, current and planned research and development; computer aided systems, software, strategies and programs; business acquisition plans; management organization and related information (including, without limitation, data and other information concerning the compensation and benefits paid to officers, directors, employees and management); personnel and compensation policies; new personnel acquisition plans; and other similar information. “Confidential Information” also includes combinations of information or materials which individually may be generally known outside of the Company, but for which the nature, method, or procedure for combining such information or materials is not generally known outside of the Company. In addition to data and information relating to the Company, “Confidential Information” also includes any and all data and information relating to or concerning a third party that otherwise meets the definition set forth above, that was provided or made available to the Company by such third party, and that the Company has a duty or obligation to keep confidential. This definition shall not limit any definition of “confidential information” or any equivalent term under state or federal law. “Confidential Information” shall not include information that has become generally available to the public (or within the Company’s industry) by the act of one who has the right to disclose such information without violating any right or privilege of the Company.

(iii)            “Material Contact” means (1) having dealings with an actual or potential tenant, investor, customer, client, or other business relation on behalf of the Company; (2) coordinating or supervising dealings with an actual or potential tenant, investor, customer, client, or other business relation on behalf of the Company; or (3) obtaining Confidential Information about an actual or potential tenant, investor, customer, client, or other business relation in the ordinary course of business as a result of Executive’s employment with the Company.

(iv)            “Person” means any individual or any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise.

(v)            “Principal or Representative” means a principal, owner, partner, shareholder, joint venturer, investor, member, trustee, director, officer, manager, employee, agent, representative or consultant.

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(vi)            “Protected Business Relationship” means any Person (1)(A) to whom or which the Company has leased any property or actively solicited to lease property, (B) with respect to whom or which the Company has engaged in any Competitive Services or actively solicited to engage in any Competitive Services during the two (2) years preceding the conduct in question (if the conduct occurs while Executive is still employed by the Company) or the termination date (if the conduct occurs after Executive’s termination), as applicable, or (C) who or which has, during the two (2) years preceding the conduct in question (if the conduct occurs while Executive is still employed by the Company) or the termination date (if the conduct occurs after Executive’s termination), as applicable invested in any properties which the Company owns, and (2) with whom Executive has had Material Contact on behalf of the Company during Executive’s employment with the Company.

(vii)            “Restricted Period” means any time during Executive’s employment with the Company, as well as twelve (12) months following Executive’s termination date.

(viii)            “Restricted Territory” means (1) the United States; and (2) any other territory where Executive is working on behalf of the Company during the one (1) year preceding the conduct in question (if the conduct occurs while Executive is still employed by the Company) or the termination date (if the conduct occurs after Executive’s termination), as applicable.

(ix)            “Restrictive Covenants” means the covenants contained in Section 6(c) through Section 6(i) hereof.

(c)            Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than Company, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by the Company to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees that Executive shall fully cooperate with the Company in maintaining the Confidential Information to the extent permitted by law. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from: (i) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal or governmental process; provided, however, that in the event such disclosure is required by law, Executive shall, to the extent legally permitted, provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; or (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for: (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Executive may also disclose Confidential Information to the extent reasonably appropriate in the course of any litigation between Executive and the Company or any of its affiliates, provided that Executive shall make reasonable efforts to file any documents containing Confidential Information under seal (including without limitation seeking leave of

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court to file such documents under seal) and shall only file such documents in the public record if such reasonable efforts to file under seal are unsuccessful.

(d)             Non-Competition. Executive agrees that, during the Restricted Period, Executive shall not, without prior written consent of the Company, directly or indirectly (i) carry on or engage in Competitive Services in an executive or managerial capacity within the Restricted Territory on Executive’s own or on behalf of any Person or any Principal or Representative of any Person, or (ii) own, manage, operate, join, control or participate in the ownership, management, operation or control, of any business, whether in corporate, proprietorship or partnership form or otherwise where such business is engaged in the provision of Competitive Services within the Restricted Territory. Notwithstanding the foregoing, neither (i) Executive’s passive ownership of less than five (5)% of the equity of an entity engaging in Competitive Services nor (ii) Executive providing services to a division, unit, subsidiary or affiliate of an entity engaging in Competitive Services so long as the division, unit, subsidiary or affiliate for which Executive provides services does not provide Competitive Services and Executive has no involvement in or with such entity’s engaging in Competitive Services, shall be treated as a violation of this Section 6(d).

(e)             Non-Solicitation of Protected Business Relationships. Executive agrees that, during the Restricted Period, Executive shall not, without the prior written consent of the Company, directly or indirectly, on Executive’s own behalf or as a Principal or Representative of any Person (i) solicit, entice, or induce, or attempt to solicit, entice, or induce a Protected Business Relationship for the purpose of engaging in, providing, or selling Competitive Services, except on behalf of the Company; or (ii) solicit, entice, or induce a Protected Business Relationship to terminate or reduce his, hers, or its business with (or refrain from increasing his, hers, or its business with) the Company.

(f)             Non-Recruitment of Employees and Independent Contractors. Executive agrees that during the Restricted Period, Executive shall not, directly or indirectly, whether on Executive’s own behalf or as a Principal or Representative of any Person, recruit, solicit, or induce or attempt to recruit, solicit or induce any employee or independent contractor of the Company to terminate his/her employment or other relationship with the Company, or to enter into employment or any other kind of business relationship with Executive or any other Person. Executive shall not violate this Section 6(f) as a result of (i) a general advertisement soliciting employees or independent contractors that is not focused specifically on employees or independent contractors of the Company; (ii) by providing a personal reference; or (iii) seeking to engage independent contractors who or which provide generic goods or services, such as attorneys or accountants, as along as such efforts to do not result in such independent contractors terminating or curtailing their business relationship with the Company.

(g)            Proprietary Rights. Executive acknowledges and agrees that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s actual or anticipated business, research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or reduced to practice by Executive (whether alone or jointly with others) while employed by the Company, whether before or after the date of this Agreement (“Work Product”), belong to the Company. Executive shall promptly disclose such Work Product to the Company and, at the Company’s expense, perform all actions reasonably requested by the Company (whether during or after the term of Executive’s employment with the Company) to establish and confirm such ownership (including assignments, consents, powers of attorney and other instruments). Executive acknowledges and agrees that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act, as amended, and that the Company shall own all rights therein. To the extent that any Work Product is not a “work made for hire,” Executive hereby assign and

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agree to assign to the Company all right, title and interest, including a copyright, in and to such Work Product. The foregoing provisions of this Section 6 shall not apply to any invention that Executive developed entirely on Executive’s own time without using the Company’s equipment, supplies, facilities or Confidential Information, except for those inventions that (a) relate to the Company’s business or actual or demonstrably anticipated research or development, or (b) result from any work performed by Executive for the Company.

(h)             Non-Disparagement.

(i)            Executive agrees that, during the Restricted Period, Executive will not make any slanderous, defamatory, disparaging or negative statement (whether orally or in writing and whether publicly or privately) about the Company or its officers, directors, employees, affiliates, products, or services to any Person, including but not limited to television media, print media, social media, any other forms of media or via the Internet (other than in the course of performance reviews for employees of the Company); provided, however, that this Section 6(h)(i) shall not in any way limit any of Executive’s rights that are expressly reserved in the final two sentences of Section 6(c) above, or in any way limit Executive’s ability to provide truthful testimony or information in response to a subpoena, court order, or valid request by a government agency, as otherwise required by law, or as otherwise reasonably appropriate in connection with any litigation between Executive and the Company or any of its subsidiaries or other affiliates. Executive may also make truthful statements to refute inaccurate comments made about him by the Company or any of its subsidiaries or other affiliates, or their respective directors or officers.

(ii)            The Company agrees that, during the Restricted Period, the Company will not make any official statement about Executive that is slanderous, defamatory, disparaging or negative; provided, however, that this Section 6(h)(ii) shall not in any way limit the Company’s ability to provide truthful testimony or information in response to a subpoena, court order, or valid request by a government agency, as otherwise required by law, or as otherwise reasonably appropriate in connection with any litigation between Executive and the Company or any of its subsidiaries or other affiliates. The Company may also make truthful official statements to refute inaccurate comments made about the Company or any of its subsidiaries or other affiliates by Executive. The Company further agrees that, following the termination of Executive’s employment, the Company will instruct its directors and elected officers not to make any statements about Executive that are slanderous, defamatory, disparaging or negative, if Executive, within ten (10) business days after the termination date, makes a written request to the Company to give such an instruction.

(i)            Return of Materials. Executive agrees that Executive will not retain or destroy (except as set forth below), and will immediately return to the Company on or as soon as reasonably practicable following the termination date, or at any other time the Company requests such return, any and all property of the Company that is in Executive’s possession or subject to Executive’s control, including, but not limited to, tenant, investor, and customer files and information, papers, drawings, notes, manuals, specifications, designs, devices, code, email, documents, diskettes, CDs, tapes, keys, access cards, credit cards, identification cards, equipment, computers, mobile devices, other electronic media, all other files and documents relating to the Company and its business (regardless of form, but specifically including all electronic files and data of the Company), together with all Confidential Information and Work Product belonging to the Company or that Executive received from or through Executive’s employment with the Company. Executive will not make, distribute, or retain copies of any such information or property. To the extent that Executive has electronic files or information in Executive’s possession or control that belong to the Company and contain Confidential Information, or constitute Work Product (specifically including but not limited to electronic files or information stored on personal computers, mobile devices, electronic media, or in cloud storage), on or as soon as practicable following the termination date, or at any other time the Company requests, Executive shall (1) provide the Company with an electronic copy of all of such files

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or information (in an electronic format that readily accessible by the Company); (2) after doing so, delete all such files and information, including all copies and derivatives thereof, from all non-Company-owned computers, mobile devices, electronic media, cloud storage, and other media, devices, and equipment, such that such files and information are permanently deleted and irretrievable; and (3) provide a written certification to the Company that the required deletions have been completed. Notwithstanding the foregoing, Executive shall be permitted to retain any portions of his calendar, contacts, and personal correspondence that do not contain any Confidential Information, as well as any information reasonably needed for Executive’s personal tax return preparation, provided that Executive first reasonably cooperates with the Company’s IT and human resources staff to allow such staff to take reasonable steps to ensure that any documents or materials so retained by Executive do not contain any Confidential Information.

(j)            Enforcement of Protective Covenants.

(i)            Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Restrictive Covenants will be inadequate, and that in the event Executive breaches, or threatens to breach, any of the Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to seek to enjoin Executive, preliminarily and permanently, from violating or threatening to violate the Restrictive Covenants and to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Executive understands and agrees that if Executive violates any of the obligations set forth in the Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. The Company’s ability to enforce its rights under the Restrictive Covenants or applicable law against Executive shall not be impaired in any way by the existence of a claim or cause of action on Executive’s part based on, or arising out of, this Agreement or any other event or transaction.

(ii)            Severability and Modification of Covenants. Executive acknowledges and agrees that each of the Restrictive Covenants is reasonable and valid in time and scope and in all other respects. The parties agree that it is their intention that the Restrictive Covenants be enforced in accordance with their terms to the maximum extent permitted by law. Each of the Restrictive Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Restrictive Covenants be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement or such Restrictive Covenant. If any of the provisions of the Restrictive Covenants should ever be held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shall be automatically modified to such lesser scope as such court may deem just and proper for the reasonable protection of the Company’s legitimate business interests and may be enforced by the Company to that extent in the manner described above and all other provisions of this Agreement shall be valid and enforceable.

(k)            Disclosure of Agreement. Executive acknowledges and agrees that, during the Restricted Period, Executive will disclose the existence and terms of this Agreement to any prospective employer, business partner, investor or lender prior to entering into an employment, partnership or other business relationship with such prospective employer, business partner, investor or lender. Executive further agrees that the Company shall have the right to make any such prospective employer, business partner, investor or lender of Executive aware of the existence and terms of this Agreement.

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(l)            Survival of Provisions. Section 6 of this Agreement and all other provisions necessary to interpret or enforce Section 6 shall survive and continue in full force in accordance with their respective terms notwithstanding the expiration of the Term or this Agreement or the termination of Employee’s employment with the Company for any reason.

7.            Additional Acknowledgments.

(a)            [Reserved]

(b)            Executive also agrees that, in addition to any other remedies available to the Company and notwithstanding any provision of this Agreement to the contrary, in the event Executive breaches in any material respect any of Executive’s obligations under Section 6 (which breach, if susceptible to a cure in the reasonable discretion of the Company, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such breach), the Company shall immediately cease all payments and benefits (including vesting of equity-based awards) under Section 4 and will have no further obligations thereunder.

(c)            Executive and the Company further agree that REIT Operator is the employer of Executive for all U.S. federal income tax and employment tax purposes. In accordance with such status, to the extent that any provision herein permits the Company to control, supervise, or otherwise determine the rights, responsibilities, or obligations of Executive hereunder; to remunerate, reimburse, or otherwise provide any economic benefit to Executive hereunder (or to determine the amount of such payments or benefits); or to otherwise initiate, terminate, or otherwise alter the terms of Executive’s employment with REIT Operator hereunder, it is acknowledged and agreed by all parties hereto that such actions are taken on behalf of REIT Operator, which hereby grants all necessary power and authority to the Company to take such actions on behalf of REIT Operator.

8.            Executive’s Cooperation. During and following the Term of Employment, Executive shall cooperate with the Company in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or any dispute with a third party as reasonably requested by the Company to the extent that such investigation, proceeding or dispute may relate to matters in which Executive has knowledge as a result of Executive’s employment with the Company or Executive’s serving as an officer or director of the Company (including Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request, after reasonable notice, to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). In the event the Company requires Executive’s reasonable assistance or cooperation in accordance with this Section 8, the REIT Operator shall reimburse Executive solely for reasonable travel expenses (including lodging and meals) upon submission of receipts and for reasonable legal fees incurred by Executive to the extent Executive reasonably believes that independent counsel would be appropriate. Any such cooperation shall take into account Executive’s personal and business commitments, and Executive shall not be required to cooperate against his legal interests or the legal interests of any subsequent employer.

9.            Executive’s Representations. Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (b) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity and (c) upon the execution and delivery of this Agreement by the Company, this

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Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that Executive has consulted with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein.

10.            [Reserved]

11.            Insurance for Company’s Own Behalf. The Company may, at its discretion, apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered advisable. Executive agrees to cooperate in any medical or other examination, supply any information and execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance.

12.            Withholding. The REIT Operator shall be entitled to deduct or withhold from any amounts owing from the Company to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes that it reasonably determines are required to be imposed with respect to Executive’s compensation or other payments or benefits from the Company or Executive’s ownership interest in the Company (including wages, bonuses, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity).

13.            Survival. The rights and obligations of the parties under this Agreement shall survive as provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions following the termination of Executive’s employment with the Company, regardless of the manner of or reasons for such termination.

14.            Notices. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally against written receipt or mailed by prepaid first class certified mail, return receipt requested, or mailed by overnight courier prepaid, to (a) Executive at the address on file with the Company, and (b) Company at the following address:

Notices to the Company:	800 Clinton Square
	Rochester, New York 14604
	Attn:	Chairman of the Board of Directors
		Chairman of the Governance Committee of the Board of Directors
Notices to Executive:	Address on file with the Company

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 14, be deemed given on the day so delivered, or, if delivered after 5:00 p.m. local time or on a day other than a Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close (a “Business Day”), then on the next proceeding Business Day, (ii) if delivered by certified mail in the manner described above to the address as provided in this Section 14, be deemed given on the earlier of the third Business Day following mailing or upon receipt and (iii) if delivered by overnight courier to the address as provided for in this Section 14, be deemed given on the earlier of the first Business Day following the date sent by such overnight courier or upon receipt, in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section 14. Any party hereto from time to time may change its address or other information for the purpose of notices to that party by giving notice specifying such change to the other party hereto.

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15.            Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

16.            Entire Agreement. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, including but not limited to the Prior Agreement. For the avoidance of doubt, Executive shall not be eligible to participate in any severance plan or program during the Term of Employment to the extent such participation would result in a duplication of benefits.

17.            No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

18.            Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

19.            Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign Executive’s rights or delegate Executive’s duties or obligations hereunder without the prior written consent of the Company. The Company may only assign this Agreement to a successor to all or substantially all of the business and/or assets of the Company. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

20.            Choice of Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

21.            Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved by the Board) and Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including the Company’s right to terminate the Term of Employment for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

22.            Consent to Jurisdiction. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL, RETURN RECEIPT REQUESTED, TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN THE STATE OF NEW YORK WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS SECTION 22. EACH OF THE PARTIES HERETO

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IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

23.            Waiver of Jury Trial. AS A SPECIFICALLY BARGAINED-FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

24.            Section 409A.

(a)            Interpretation. Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of Section 409A of the Code and regulations thereunder (“Section 409A”) or any exemption thereunder, to the extent applicable, and this Agreement shall be interpreted accordingly. If necessary, any provisions of this Agreement that would otherwise violate Section 409A shall be amended by the parties to comply with Section 409A; provided, that, such amendment shall endeavor to maintain the economic benefits of this Agreement. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of any payment that constitutes deferred compensation for purposes of Section 409A. To the extent any payment or benefit provided under Section 4 is contingent upon Executive’s execution of the general release of claims described in Section 4(d)(ii), if such payment or benefit constitutes deferred compensation for purposes of Section 409A and the 60-day period described in Section 4(d)(ii) spans calendar years, such payment and/or benefit shall be paid or commence, as applicable, in the latter calendar year. Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments or benefits hereunder that constitute deferred compensation for purposes of Section 409A only upon a “separation from service” within the meaning of Section 409A.

(b)            Payment Delay. Notwithstanding any provision to the contrary in this Agreement, if on the date of Executive’s termination of employment, Executive is a “specified employee” (as such term is used in Section 409A), then any amounts payable to Executive that constitute deferred compensation for purposes of Section 409A that are payable due to Executive’s termination of employment shall be postponed and paid (without interest) to Executive in a lump sum on the date that is six (6) months and one (1) day following Executive’s “separation from service” with the Company (or any successor thereto); provided, however, that if Executive dies during such six-month period and prior to payment of the postponed cash amounts hereunder, the amounts delayed on account of Section 409A shall be paid to the personal representative of Executive’s estate on the sixtieth (60th) day after Executive’s death.

(c)            Reimbursements. If Executive is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Executive’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was

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incurred. No right of Executive to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers or agents hereunto duly authorized, all as of the Effective Date.

BROADSTONE NET LEASE, INC.
By:	/s/ Christopher J. Czarnecki
	Christopher J. Czarnecki
Its:	President and Chief Executive Officer
BROADSTONE NET LEASE, LLC
By:	Broadstone Net Lease, Inc.
Its:	Managing Member
	By:	/s/ Christopher J. Czarnecki
		Christopher J. Czarnecki
	Its:	President and Chief Executive Officer
BROADSTONE EMPLOYEE SUB, LLC
By:	Broadstone Net Lease, LLC
Its:	Manager
	By:	Broadstone Net Lease, Inc.
	Its:	Managing Member
		By:	/s/ Christopher J. Czarnecki
			Christopher J. Czarnecki
		Its:	President and Chief Executive Officer

EXECUTIVE

/s/ Sean T. Cutt                                             

Sean T. Cutt

[Signature Page to Amended and Restated Employment Agreement]

EX-10.10

Exhibit 10.10

Execution Copy

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) by and between Broadstone Net Lease, Inc., a Maryland corporation (the “REIT”), Broadstone Net Lease, LLC, a New York limited liability company (the “Operating Company”), and the Operating Company’s subsidiary, Broadstone Employee Sub, LLC, a New York limited liability company (“REIT Operator” and, together with the REIT and the Operating Company, the “Company”), and John D. Moragne (“Executive”) is dated as of the Effective Date.

WHEREAS, Executive and the Company are presently party to that certain Employment Agreement, dated November 11, 2019 (the “Prior Agreement”); and

WHEREAS, the Company and Executive desire to amend and restate the Prior Agreement as of the Effective Date, as set forth herein, for the purpose of adding the REIT Operator as a party to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Term of Employment.

(a)            Subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Company agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.

(b)            The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Agreement and Plan of Merger between the REIT, the Operating Company, Broadstone Real Estate, LLC, a New York limited liability company, and the other parties thereto, dated as of November 11, 2019) (the “Effective Date”) and continue through the fourth (4^th) anniversary of the Closing (the “Term” or “Term of Employment”), unless the Agreement is terminated sooner in accordance with Section 4 hereof. If the Closing does not occur, this Agreement will automatically terminate and be of no force or effect.

2. Position; Duties and Responsibilities.

(a)            During the Term of Employment, Executive will be employed by the REIT Operator and will serve as the Executive Vice President and Chief Operating Officer, reporting directly to the Chief Executive Officer of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Chief Executive Officer of the REIT shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited liability company agreement of the Operating Company, and the limited liability company agreement of REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company.

(b)            During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive

and consulting services for, or on behalf of, such subsidiaries of the REIT as the Chief Executive Officer of the REIT may, from time to time, request.

(c)            During the Term of Employment, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (unless approved by the Chief Executive Officer of the REIT); provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT (the “Board of Directors” or the “Board”), which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement or violate the restrictive covenants set forth in Section 6 of this Agreement.

(d)            During the Term of Employment, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Rochester, New York (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

3. Compensation and Benefits.

(a)            Base Salary. During the Term of Employment, Executive will be entitled to receive an annualized base salary (the “Base Salary”) of not less than $375,000. The Base Salary shall be paid in accordance with REIT Operator’s normal payroll practices, but no less often than semi-monthly. The Base Salary shall be subject to annual review by the Board (or a committee of directors to whom such responsibility has been delegated by the Board) for possible increase, but not decrease (except pursuant to across-the-board salary reductions affecting other senior-level executives of the REIT).

(b)            Incentive Compensation. In addition to the Base Salary, Executive shall be entitled to participate in any short-term and long-term incentive programs (including without limitation equity compensation plans) established by the Company, including for its senior level executives. However, during the Term of Employment, and subject to subsection (e) below, such arrangements will include:

(i)            Annual Performance Bonus. In each calendar year of the Term of Employment, Executive shall be eligible to receive an annual incentive bonus (the “Annual Bonus”) payable in cash, pursuant to the performance criteria and targets established and administered by the Board (or a committee of directors to whom such responsibility has been delegated by the Board). Commencing with calendar year 2020, Executive’s target Annual Bonus shall be at least one hundred percent (100)% of Executive’s Base Salary (“Target Bonus”). The Annual Bonus payable to Executive each year shall be determined and payable as soon as practicable after year-end for such year (but no later than March 15^th). To be entitled to receive any Annual Bonus, except as otherwise provided in Sections 4(a), (b) and 4(d) hereof, Executive must remain employed through the last day of the calendar year to which the Annual Bonus relates. For purposes of this Agreement, the term “Annual Bonus” excludes any special transaction or retention bonuses that Executive has received, or may receive, from time to time, from the Company or any predecessor employer.

(ii)            Long-Term Equity Incentives. During the Term, Executive shall be eligible for stock-based awards under the Company’s long-term incentive plan, as determined by the Board (or a committee of directors to whom such responsibility has been delegated by the Board) in its sole

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discretion. Nothing herein requires the Board (or any committee thereof) to make grants of stock-based awards in any year. Without limiting the foregoing, the target grant date fair value of Executive’s annual long-term incentive award with respect to calendar year 2020 shall be $700,000 (“Target LTIP Value”). Forty percent (40%) of the Target LTIP Value shall be allocated to a stock-based award having time-based vesting criteria (the “2020 Time-Based Award”) and sixty percent (60%) of the Target LTIP Value shall be allocated to a stock-based award having performance-based vesting criteria (the “2020 Performance-Based Award”). The 2020 Time-Based Award and the 2020 Performance-Based Award shall be subject to the terms and conditions, including specific vesting periods, set forth in the award certificate memorializing such awards, as determined by the Board (or a committee of directors to whom such responsibility has been delegated by the Board) in its sole discretion.

(c)            Employee Benefit Programs and Fringe Benefits. During the Term of Employment, Executive will be eligible to participate in all executive incentive and employee benefit programs of the Company made available to the Company’s senior level executives generally, as such programs may be in effect from time to time; provided, that nothing herein shall prevent the Company from amending or terminating any such programs pursuant to the terms thereof; provided, that, such amendment or termination shall not discriminate against Executive. The REIT Operator will reimburse Executive for any and all necessary, customary and usual business expenses incurred and paid by Executive in connection with Executive’s employment upon presentation to the Company of reasonable substantiation and documentation, and in accordance with, and subject to the terms and conditions of, applicable Company policies. During the Term, Executive shall be entitled to paid vacation and, if applicable paid time off, per year of the Term (as prorated for any stub employment period) in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time, but in no event shall Executive accrue less than five (5) weeks of vacation per calendar year (pro-rated for any stub employment period).

(d)            Insurance; Indemnification. Executive shall be covered by such comprehensive directors’ and officers’ liability insurance and errors and omissions liability insurance as the Company and any subsidiaries on which Executive may serve as a director shall have established and maintained in respect of its directors and officers generally and at its expense. The Company shall indemnify Executive for liabilities incurred by Executive while acting in good faith in his capacity as a director or an officer to the fullest extent provided for any other officer or director of the Company.

(e)            Clawback/Recoupment. Notwithstanding any other provisions in this Agreement to the contrary, any compensation provided to, or gain realized by, Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to repayment and/or forfeiture by Executive to the Company if and to the extent any such compensation or gain (i) is or becomes subject to the “clawback” policy adopted by the REIT and in effect as of the date hereof that is applicable to Executive and other similarly situated executives, or (ii) is, or in the future, becomes subject to, any law, rule, requirement or regulation which imposes mandatory recoupment or forfeiture, under circumstances set forth in such law, rule, requirement or regulation.

4. Termination of Employment.

(a)            Termination Due to Disability. The Company may cause the REIT Operator to terminate Executive’s employment, to the extent permitted by applicable law, if Executive (i) is unable to perform the essential functions of Executive’s job, with or without reasonable accommodation, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, actually receiving income

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replacement benefits for a period of not less than three months under an accident and health plan covering employees of the REIT Operator (“Disability”). If Executive’s employment is terminated under this Section 4(a) for Disability, then the REIT Operator shall pay or provide Executive the following:

(i)            the Accrued Benefits (as defined in Section 4(i) hereof);

(ii)            Executive’s outstanding equity awards that are subject solely to time-based vesting conditions shall become fully vested as of Executive’s date of termination (the “Vesting Acceleration for Time-Based Equity Awards”);

(iii)            the REIT Operator shall pay Executive a cash amount equal to the product of (x) Executive’s Target Annual Bonus for the year in which the effective date of Executive’s termination occurs, and (y) a fraction, the numerator of which is the number of days in the calendar year preceding the effective of Executive’s termination, and the denominator of which is 365 (the “Prorated Final Year Target Bonus”). Subject to Section 24, the Prorated Final Year Target Bonus shall be paid in a single lump sum with the first payroll date to occur after the sixtieth (60^th) day following the effective date of Executive’s termination; and

(iv)            if Executive timely and properly elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive or Executive’s eligible dependents would be entitled under COBRA, then the REIT Operator shall pay Executive a monthly cash payment equal to the excess of (x) the COBRA cost of coverage for each month during the Applicable Benefits Payment Period (as defined in Section 4(i) hereof) over (y) the amount that Executive would have had to pay for such coverage if Executive had remained employed by the REIT Operator during the Applicable Benefits Payment Period and paid the active employee rate for such coverage, less withholding for taxes and other similar items (the “Benefits Payments”), paid in accordance with the normal payroll practice of the REIT Operator during the Applicable Benefits Payment Period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination).

Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive. For the avoidance of doubt, Executive’s outstanding equity awards that are subject to performance-based vesting conditions shall be treated in accordance with the terms of the applicable award agreement.

(b)            Termination Due to Death. Executive’s employment shall terminate automatically upon Executive’s death during the Term of Employment. If Executive’s employment is terminated because of Executive’s death, then Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, the REIT Operator shall pay or provide Executive the following:

(i)            the Accrued Benefits;

(ii)            the Vesting Acceleration for Time-Based Equity Awards;

(iii)            the Prorated Final Year Target Bonus; and

(iv)            if Executive’s eligible dependents timely and properly elect to continue participation in any group medical, dental, vision and/or prescription drug plan benefits pursuant to COBRA, then such dependents shall be entitled to receive the Benefits Payments (collectively or on a pro rata basis) during the Applicable Benefits Payment Period, less withholding for taxes and other similar items, paid in accordance with the normal payroll practice of the REIT Operator during the Applicable

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Benefits Payment Period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination).

Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive’s executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through Executive. For the avoidance of doubt, Executive’s outstanding equity awards that are subject to performance-based vesting conditions shall be treated in accordance with the terms of the applicable award agreement.

(c)            Expiration of Agreement. If following the expiration of the Term, the Company causes the REIT Operator to terminate Executive’s employment for any reason or Executive resigns from Executive’s employment for any reason, then no further payments or benefits shall be due under this Agreement and all then unvested awards or benefits shall be forfeited, except that the REIT Operator shall pay or provide to Executive the Accrued Benefits. Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive. Notwithstanding the foregoing, if the Company elects not to renew this Agreement and the Company and Executive do not enter into a new agreement that supersedes this Agreement, then, following the expiration of the Term, (i) Executive shall be covered by a severance plan or policy providing (X) severance terms that are no less favorable than those provided in Section 4(d)(ii)(1), (2) and (4) hereof (the “Similar Severance Benefits”), and (Y) that Executive’s outstanding equity awards that are subject solely to time-based vesting conditions shall vest as to that portion of the award that would have become vested on the next vesting date following the effective date of Executive’s termination of employment by the REIT Operator other than for Cause or Disability, or Executive’s resignation for Good Reason (as such terms are defined herein), with the remaining unvested portion of such time-based equity awards treated in accordance with the terms of the applicable award agreement, or, if more beneficial to Executive, the vesting benefit provided under any such severance plan or policy (together with the Similar Severance Benefits, the “Non-Renewal Severance Benefits”); or (ii) if the REIT Operator fails to implement such a plan or policy and the Company causes the REIT Operator to terminate Executive’s employment other than for Cause or Disability, or Executive resigns for Good Reason (as such terms are defined herein), then, notwithstanding the expiration of the Term and subject to the Release Requirement (as defined in Section 4(d)(ii) hereof) and continued compliance with the obligations set forth in Section 6 hereof, the REIT Operator shall pay or provide Executive with the Non-Renewal Severance Benefits. For the avoidance of doubt, if Executive elects not to renew this Agreement, then the preceding sentence shall not apply.

(d)            Termination by the Company Without Cause or by Executive for Good Reason. The Company may cause the REIT Operator to terminate Executive’s employment immediately at any time without Cause (as defined in Section 4(i) hereof), and Executive may terminate Executive’s employment by resigning for Good Reason (as defined in Section 4(i) hereof) upon not less than sixty (60) days’ prior written notice of such resignation to the REIT. Upon any such termination of Executive’s employment without Cause or for Good Reason (each, a “Qualifying Termination”), the REIT Operator shall pay or provide Executive with the following:

(i)            The Accrued Benefits; and

(ii)            if Executive signs a general release of claims in favor of the Company substantially in the form attached hereto as Exhibit A, and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “Release Requirement”):

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(1)            the REIT Operator shall pay Executive a cash amount equal to one and one-half (1.5) times, if the Qualifying Termination occurs outside the Change-in-Control Window (as defined herein), or two (2) times, if the Qualifying Termination occurs within the Change in Control Window, the sum of (A) Executive’s then-current Base Salary and (B) Executive’s then-current Target Bonus. Subject to Section 24, the amount payable pursuant to this Section 4(d)(ii)(1)shall be paid in a single lump sum with the first payroll date to occur after the sixtieth (60^th) day following the effective date of Executive’s termination;

(2)            the Prorated Final Year Target Bonus, payable in a single lump sum with the first payroll date to occur after the sixtieth (60^th) day following the effective date of Executive’s termination;

(3)            the Vesting Acceleration for Time-Based Equity Awards; and

(4)            if Executive timely and properly elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive or Executive’s eligible dependents would be entitled under COBRA, then Executive shall be entitled to receive the Benefits Payments during the Applicable Benefits Payment Period, less withholding for taxes and other similar items, paid in accordance with the normal payroll practice of the REIT Operator during the Applicable Benefits Payment Period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination).

Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive. Executive’s continuing entitlement to receive the payments and benefits set forth in Section 4(d)(ii) is also contingent on Executive’s continued compliance in all material respects with the Restrictive Covenants set forth in Section 6 of this Agreement, and in the event that Executive breaches any of the Restrictive Covenants (which breach, if susceptible to a cure in the reasonable discretion of the REIT, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such breach), Executive’s entitlement to any payments and benefits set forth in Section 4(d)(ii) shall immediately cease as of the date of such breach. For the avoidance of doubt, Executive’s outstanding equity awards that are subject to performance-based vesting conditions shall be treated in accordance with the terms of the applicable award agreement.

(e)            Termination by the Company for Cause. The Company may cause the REIT Operator to terminate Executive’s employment at any time for Cause pursuant to the provisions of Section 4(i) hereof, in which event as of the effective date of such termination all payments and benefits under this Agreement shall cease and all then unvested awards or benefits shall be forfeited, except that the REIT Operator shall pay or provide to Executive the Accrued Benefits (with the exception of any earned but unpaid Annual Bonus). Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive.

(f)            Voluntary Termination by Executive without Good Reason. Executive may voluntarily terminate Executive’s employment without Good Reason upon sixty (60) days’ prior written notice. In any such event, after the effective date of such termination, no further payments or benefits shall be due under this Agreement and all then unvested awards or benefits shall be forfeited, except that the REIT Operator shall pay or provide to Executive the Accrued Benefits. Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive.

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(g)            Notice of Termination. Any termination of Executive’s employment shall be communicated by a written notice of termination to the other parties hereto given in accordance with Section 14 and shall specify the termination date in accordance with the requirements of this Agreement.

(h)            Resignation of All Other Positions. Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all positions that Executive holds as an officer of the Company or any affiliate of the Company, and from all positions that Executive holds as a member of the Board of Directors (or a committee thereof) or the board of directors (or a committee thereof) of any subsidiary or affiliate of the REIT, unless otherwise mutually agreed with the Board of Directors, and shall take all actions reasonably requested by the Company to effectuate the foregoing.

(i)            General Provisions; Definitions.

(i)            For purposes of this Agreement, “Accrued Benefits” shall mean: (1) any unpaid Base Salary and accrued but unused vacation and/or paid time off (determined in accordance with the REIT Operator’s policy) through the date of termination (paid in cash within 30 days, or such shorter period required by applicable law, following the effective date of termination), (2) reimbursement for all necessary, customary and usual business expenses and fees incurred and paid by Executive prior to the effective date of termination, in accordance with Section 3(c) above (payable in accordance with the REIT Operator’s expense reimbursement policy), (3) vested benefits, if any, to which Executive may be entitled under the REIT Operator’s employee benefit plans, including those as provided in Section 3(c) above (payable in accordance with the applicable employee benefit plan), and (4) any Annual Bonus earned but unpaid as of the effective date of termination.

(ii)            During any notice period required under Section 4, (A) Executive shall remain employed by the REIT Operator and shall continue to be bound by all the terms of this Agreement and any other applicable duties and obligations to the Company, (B) the REIT may direct Executive not to report to work, and (C) Executive shall only undertake such actions on behalf of the Company, consistent with Executive’s position, as expressly directed by the Board of Directors.

(iii)            For purposes of this Agreement, “Cause” shall mean any of the following:

(1)            conduct by Executive that amounts to willful misconduct, gross neglect, or a material refusal to perform Executive’s duties and responsibilities, which conduct, if susceptible to a cure in the reasonable discretion of the REIT, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such conduct;

(2)            any willful violation of any material law, rule, or regulation applicable to the Company generally;

(3)            Executive’s material violation of any material written policy, board committee charter, or code of ethics or business conduct (or similar code) of the Company to which Executive is subject, which violation, if susceptible to a cure in the reasonable discretion of the REIT, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such violation;

(4)            any act of fraud, misappropriation, or embezzlement by Executive, whether or not such act was committed in connection with the business of the Company;

(5)            a material breach of Section 6 hereof or of any other contractual obligations, or any breach of fiduciary duties owed by Executive to the Company (which breach, if

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susceptible to a cure in the reasonable discretion of the REIT, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such breach);

(6)            Executive’s charge with, indictment for, conviction of, or entry of a plea of guilty or nolo contendere or no contest with respect to: (X) any felony, or any misdemeanor involving dishonesty or moral turpitude (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining), whether or not such felony, crime or lesser offense is connected with the business of the Company, or (Y) any crime connected with the business of the Company; or

(7)            Executive’s deliberate misrepresentation in connection with, or willful failure to cooperate with, a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials as reasonably requested by the Company or its legal counsel.

No action or inaction shall be treated as willful unless done or not done in bad faith or without a reasonable belief it was in the best interests of the Company or any of its affiliates. Any action or inaction based upon the advice of counsel to the Company (or any of its affiliates) or the direction of the Board shall not be treated as Cause.

(iv)            For purposes of this Agreement, “Change in Control” means and includes the occurrence of any one of the following events:

(1)            during any consecutive 12-month period, individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the beginning of such 12-month period and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or

(2)            any individual, entity or group (within the meaning of Section 3(a)(9) of the Securities Exchange Act of 1934 Act (“1934 Act”) and as used in Section 13(d)(3) or 14(d)(2) of the 1934 Act) (a “Person”) becomes a “beneficial owner” (as defined in Rule 13d-3 of the General Rules and Regulations under the 1934 Act) (“Beneficial Owner”), directly or indirectly, of either (A) 50% or more of the then-outstanding shares of common stock of the REIT (“REIT Common Stock”) or (B) securities of the REIT representing 50% or more of the combined voting power of the REIT’s then outstanding securities eligible to vote for the election of directors (the “REIT Voting Securities”); provided, however, that for purposes of this subsection (2), the following acquisitions of REIT Common Stock or REIT Voting Securities shall not constitute a Change in Control: (w) an acquisition directly from the REIT, (x) an acquisition by the REIT or any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the REIT (a “Subsidiary”), (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the REIT or any Subsidiary, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (3) hereof); or

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(3)            the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the REIT or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the REIT’s assets (a “Sale”) or the acquisition of assets or stock of another corporation or other entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the outstanding REIT Common Stock and outstanding REIT Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or Acquisition (including, without limitation, an entity which as a result of such transaction owns the REIT or all or substantially all of the REIT’s assets or stock either directly or through one or more subsidiaries, the “Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding REIT Common Stock and the outstanding REIT Voting Securities, as the case may be, and (B) no person (other than (x) the REIT or any Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the Beneficial Owner, directly or indirectly, of 50% or more of the total common stock or 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and (C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of the Board of Director’s approval of the execution of the initial agreement providing for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or

(4)            approval by the stockholders of the REIT of a complete liquidation or dissolution of the Company.

(v)            For purposes of this Agreement, “Change-in-Control Window” shall mean the period starting on the date that is three (3) months prior to a Change in Control and ending on the date that is twelve (12) months following a Change in Control.

(vi)            For purposes of this Agreement, “Good Reason” shall mean, without Executive’s express written consent:

(1)            a material diminution in Executive’s title, position, authority, duties, or responsibilities;

(2)            a material diminution in the authority, duties, or responsibilities of the supervisor to whom Executive is required to report;

(3)            a material diminution in Executive’s Base Salary or Target Bonus;

(4)            a willful and material breach by the Company of this Agreement; or

(5)            the relocation (without the written consent of Executive) of Executive’s principal place of employment by more than thirty-five (35) miles from the Principal Location.

Notwithstanding the foregoing, (I) Good Reason shall not be deemed to exist unless notice of termination on account thereof is given no later than ninety (90) days after the time at which Executive has knowledge that the event or condition purportedly giving rise to Good Reason first occurs or arises , (II) if there exists

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an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date notice of such termination is received to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder and (III) Executive provides written notice of termination with Good Reason within sixty (60) days following the Company’s failure to cure such event or condition.

(vii)            For purposes of this Agreement, the “Applicable Benefits Payment Period” shall begin on the effective date of Executive’s termination, or, in the case of Executive’s death, the effective date of COBRA continuation coverage for Executive’s eligible dependents under the REIT Operator’s group health plans, and shall end on the date that is twelve (12) months following the effective date of Executive’s termination by reason of Executive’s death or Disability, or the date that is twenty-four (24) months following the effective date of Executive’s Qualifying Termination, as applicable. Notwithstanding the foregoing, the Applicable Benefits Payment Period shall end immediately upon Executive becoming eligible to receive group health benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse).

(viii)            The REIT Operator-paid portion of the monthly premium Benefits Payments shall be determined in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, and shall be treated as taxable compensation by including such amount in Executive’s income in accordance with applicable rules and regulations. Any Benefits Payments made to the Executive’s eligible dependents shall be treated as taxable compensation by including such amount in the eligible dependents’ income and withholding from such amounts in accordance with applicable rules and regulations.

(ix)            The parties agree that a termination of Executive’s employment pursuant to this Section 4 will not be a breach of this Agreement and does not relieve either party of its other obligations hereunder.

5. Code Section 280G.

(a)            Treatment of Payments. Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary, in the event that an accounting firm or a nationally recognized tax firm specializing in Code Section 280G calculations which shall be designated by the Company prior to a Change in Control with Executive’s written consent (which consent shall not be unreasonably withheld) (the “Accounting Firm”) shall determine that any payment or benefit received or to be received by Executive from the Company or any of its affiliates or from any person who effectuates a change in control or effective control of the Company or any of such person’s affiliates (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, the “Total Payments”) would fail to be deductible under Section 280G of the Code or otherwise would be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the payments or benefits to be received by Executive that are subject to Section 280G or 4999 of the Code shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax, but such reduction shall occur if and only to the extent that the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes, and employment, Social Security and Medicare taxes on such reduced Total Payments), is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes and employment, Social Security and Medicare taxes on such Total Payments and the amount of Excise Tax (or any other excise tax) to which Executive would be subject in respect of such unreduced Total Payments). For purposes of this Section 5(a), the above tax amounts shall be determined by the Accounting Firm, applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied (or is likely to apply) to Executive’s taxable income for the tax

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year in which the transaction which causes the application of Section 280G or 4999 of the Code occurs, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s) in which any of the Total Payments is expected to be made. If the Accounting Firm determines that Executive would not retain a larger amount on an after-tax basis if the Total Payments were so reduced, then Executive shall retain all of the Total Payments.

(b)            Ordering of Reduction. In the case of a reduction in the Total Payments pursuant to Section 5(a), the Total Payments will be reduced in the following order: (A) payments that are payable in cash (and that are not deferred compensation within the meaning of Section 409A of the Code) that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (B) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) (and that are not deferred compensation within the meaning of Section 409A of the Code), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (C) payments that are payable in cash (and that are not deferred compensation within the meaning of Section 409A of the Code) that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (D) payments and benefits (that are not deferred compensation within the meaning of Section 409A of the Code) due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (E) all other cash or non-cash benefits not otherwise described in above will be next reduced pro-rata with any payments or benefits that are deferred compensation within the meaning of Section 409A of the Code being reduced last.

(c)            Certain Determinations. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (A) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (B) no portion of the Total Payments will be taken into account which, in the opinion of the Accounting Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of the Accounting Firm, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Executive and the Company shall furnish such documentation and documents as may be necessary for the Accounting Firm to perform the requisite calculations and analysis under this Section 5 (and shall cooperate to the extent necessary for any of the determinations in this Section 5(c) to be made), and the Accounting Firm shall provide a written report of its determinations hereunder, including detailed supporting calculations. If the Accounting Firm determines that aggregate Total Payments should be reduced as described above, it shall promptly notify Executive and the Company to that effect. In the absence of manifest error, all determinations by the Accounting Firm under this Section 5 shall be binding on Executive and the Company and shall be made as soon as reasonably practicable following the later of Executive’s date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm and any legal counsel retained by the Accounting Firm.

(d)            Additional Payments. If Executive receives reduced payments and benefits by reason of this Section 5 and it is established pursuant to a determination of a court of competent jurisdiction which is not subject to review or as to which the time to appeal has expired, or pursuant to an Internal

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Revenue Service proceeding, that Executive could have received a greater amount without resulting in any Excise Tax, then the Company shall thereafter pay Executive the aggregate additional amount which could have been paid without resulting in any Excise Tax as soon as reasonably practicable following such determination.

6.            Restrictive Covenants.

(a)            Acknowledgments.

(i)            Consideration. Executive acknowledges and agrees that Executive has received good and valuable consideration for entering into this Agreement, including, without limitation, access to and use of Company’s Confidential Information and access to the Company’s Protected Business Relationships (as defined below) and employee relationships and goodwill.

(ii)            Access to Confidential Information, Relationships, and Goodwill. Executive acknowledges and agrees that Executive is being provided and entrusted with Confidential Information (as that term is defined below), including highly sensitive information that is subject to extensive measures to maintain its secrecy within the Company, is not known in the trade or disclosed to the public, and would materially harm the Company’s legitimate business interests if it was disclosed or used in violation of this Agreement. Executive also acknowledges and agrees that Executive is being provided and entrusted with access to the Company’s Protected Business Relationships and employee relationships and goodwill. Executive further acknowledges and agrees that the Company would not provide access to the Confidential Information, Protected Business Relationships, employee relationships, and goodwill in the absence of Executive’s execution of and compliance with this Agreement. Executive further acknowledges and agrees that the Company’s Confidential Information, Protected Business Relationships, employee relationships, and goodwill are valuable assets of the Company and are legitimate business interests that are properly subject to protection through the covenants contained in this Agreement.

(iii)            Potential Unfair Competition. Executive acknowledges and agrees that as a result of Executive’s employment with the Company, Executive’s knowledge of and access to Confidential Information, and Executive’s relationships with the Company’s Protected Business Relationships and employees, Executive would have an unfair competitive advantage if Executive were to engage in activities in violation of this Agreement.

(iv)            No Undue Hardship. Executive acknowledges and agrees that, in the event that Executive’s employment with the REIT Operator terminates, Executive possess marketable skills and abilities that will enable Executive to find suitable employment without violating the Restrictive Covenants set forth in this Agreement.

(v)            Voluntary Execution. Executive acknowledges and agrees that Executive is executing this Agreement voluntarily, that Executive has read this Agreement carefully and had a full and reasonable opportunity to consider this Agreement (including an opportunity to consult with legal counsel), and that Executive has not been pressured or in any way coerced, threatened or intimidated into signing this Agreement.

(b)            Definitions. The following capitalized terms used in this Agreement shall have the meanings assigned to them below, which definitions shall apply to both the singular and the plural forms of such terms.

(i)            “Competitive Services” means (1) for the business of any private or publicly traded real estate investment trust, fund or other investment vehicle or program, or real estate

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operating company or other real estate-related business, in each case whose business strategy is based, in whole or in material part, on investing in, acquiring, managing, holding and/or leasing single tenant net lease commercial real estate properties (including, without limitation, retail properties (such as quick service and casual dining restaurants), healthcare facilities, industrial manufacturing facilities, warehouse and distribution centers, and corporate offices), whether directly or indirectly through joint ventures; (2) the business of advising (including as an external advisor) any of the types of businesses described in Section 6(b)(i)(1); and (3) the business of providing any other material activities, products, or services of the type conducted, authorized, offered, or provided by the Company as of Executive’s date of termination, or during the two (2) years immediately prior to Executive’s date of termination.

(ii)            “Confidential Information” means any and all data and information relating to the Company, its activities, business, or clients that (1) is disclosed to Executive or of which Executive become aware as a consequence of Executive’s employment with the REIT Operator and services to the Company; (2) has value to the Company; and (3) is not generally known outside of the Company. “Confidential Information” shall include, but is not limited to the following types of information regarding, related to, or concerning the Company: trade secrets (as defined by applicable law); financial plans and data; management planning information; business plans; operational methods; market studies; marketing plans or strategies; pricing information; product development techniques or plans; tenant, investor, and customer lists; tenant, investor, and customer files, data and financial information; details of tenant, investor, and customer contracts; current and anticipated tenant, investor, and customer requirements; identifying and other information pertaining to business referral sources; past, current and planned research and development; computer aided systems, software, strategies and programs; business acquisition plans; management organization and related information (including, without limitation, data and other information concerning the compensation and benefits paid to officers, directors, employees and management); personnel and compensation policies; new personnel acquisition plans; and other similar information. “Confidential Information” also includes combinations of information or materials which individually may be generally known outside of the Company, but for which the nature, method, or procedure for combining such information or materials is not generally known outside of the Company. In addition to data and information relating to the Company, “Confidential Information” also includes any and all data and information relating to or concerning a third party that otherwise meets the definition set forth above, that was provided or made available to the Company by such third party, and that the Company has a duty or obligation to keep confidential. This definition shall not limit any definition of “confidential information” or any equivalent term under state or federal law. “Confidential Information” shall not include information that has become generally available to the public (or within the Company’s industry) by the act of one who has the right to disclose such information without violating any right or privilege of the Company.

(iii)            “Material Contact” means (1) having dealings with an actual or potential tenant, investor, customer, client, or other business relation on behalf of the Company; (2) coordinating or supervising dealings with an actual or potential tenant, investor, customer, client, or other business relation on behalf of the Company; or (3) obtaining Confidential Information about an actual or potential tenant, investor, customer, client, or other business relation in the ordinary course of business as a result of Executive’s employment with the Company.

(iv)            “Person” means any individual or any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise.

(v)            “Principal or Representative” means a principal, owner, partner, shareholder, joint venturer, investor, member, trustee, director, officer, manager, employee, agent, representative or consultant.

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(vi)            “Protected Business Relationship” means any Person (1)(A) to whom or which the Company has leased any property or actively solicited to lease property, (B) with respect to whom or which the Company has engaged in any Competitive Services or actively solicited to engage in any Competitive Services during the two (2) years preceding the conduct in question (if the conduct occurs while Executive is still employed by the Company) or the termination date (if the conduct occurs after Executive’s termination), as applicable, or (C) who or which has, during the two (2) years preceding the conduct in question (if the conduct occurs while Executive is still employed by the Company) or the termination date (if the conduct occurs after Executive’s termination), as applicable invested in any properties which the Company owns, and (2) with whom Executive has had Material Contact on behalf of the Company during Executive’s employment with the Company.

(vii)            “Restricted Period” means any time during Executive’s employment with the Company, as well as twelve (12) months following Executive’s termination date.

(viii)            “Restricted Territory” means (1) the United States; and (2) any other territory where Executive is working on behalf of the Company during the one (1) year preceding the conduct in question (if the conduct occurs while Executive is still employed by the Company) or the termination date (if the conduct occurs after Executive’s termination), as applicable.

(ix)            “Restrictive Covenants” means the covenants contained in Section 6(c) through Section 6(i) hereof.

(c)            Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than Company, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by the Company to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees that Executive shall fully cooperate with the Company in maintaining the Confidential Information to the extent permitted by law. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from: (i) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal or governmental process; provided, however, that in the event such disclosure is required by law, Executive shall, to the extent legally permitted, provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; or (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for: (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Executive may also disclose Confidential Information to the extent reasonably appropriate in the course of any litigation between Executive and the Company or any of its affiliates, provided that Executive shall make reasonable efforts to file any documents containing Confidential Information under seal (including without limitation seeking leave of

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court to file such documents under seal) and shall only file such documents in the public record if such reasonable efforts to file under seal are unsuccessful.

(d)             Non-Competition. Executive agrees that, during the Restricted Period, Executive shall not, without prior written consent of the Company, directly or indirectly (i) carry on or engage in Competitive Services in an executive or managerial capacity within the Restricted Territory on Executive’s own or on behalf of any Person or any Principal or Representative of any Person, or (ii) own, manage, operate, join, control or participate in the ownership, management, operation or control, of any business, whether in corporate, proprietorship or partnership form or otherwise where such business is engaged in the provision of Competitive Services within the Restricted Territory. Notwithstanding the foregoing, neither (i) Executive’s passive ownership of less than five (5)% of the equity of an entity engaging in Competitive Services nor (ii) Executive providing services to a division, unit, subsidiary or affiliate of an entity engaging in Competitive Services so long as the division, unit, subsidiary or affiliate for which Executive provides services does not provide Competitive Services and Executive has no involvement in or with such entity’s engaging in Competitive Services, shall be treated as a violation of this Section 6(d).

(e)             Non-Solicitation of Protected Business Relationships. Executive agrees that, during the Restricted Period, Executive shall not, without the prior written consent of the Company, directly or indirectly, on Executive’s own behalf or as a Principal or Representative of any Person (i) solicit, entice, or induce, or attempt to solicit, entice, or induce a Protected Business Relationship for the purpose of engaging in, providing, or selling Competitive Services, except on behalf of the Company; or (ii) solicit, entice, or induce a Protected Business Relationship to terminate or reduce his, hers, or its business with (or refrain from increasing his, hers, or its business with) the Company.

(f)             Non-Recruitment of Employees and Independent Contractors. Executive agrees that during the Restricted Period, Executive shall not, directly or indirectly, whether on Executive’s own behalf or as a Principal or Representative of any Person, recruit, solicit, or induce or attempt to recruit, solicit or induce any employee or independent contractor of the Company to terminate his/her employment or other relationship with the Company, or to enter into employment or any other kind of business relationship with Executive or any other Person. Executive shall not violate this Section 6(f) as a result of (i) a general advertisement soliciting employees or independent contractors that is not focused specifically on employees or independent contractors of the Company; (ii) by providing a personal reference; or (iii) seeking to engage independent contractors who or which provide generic goods or services, such as attorneys or accountants, as along as such efforts to do not result in such independent contractors terminating or curtailing their business relationship with the Company.

(g)            Proprietary Rights. Executive acknowledges and agrees that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s actual or anticipated business, research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or reduced to practice by Executive (whether alone or jointly with others) while employed by the Company, whether before or after the date of this Agreement (“Work Product”), belong to the Company. Executive shall promptly disclose such Work Product to the Company and, at the Company’s expense, perform all actions reasonably requested by the Company (whether during or after the term of Executive’s employment with the Company) to establish and confirm such ownership (including assignments, consents, powers of attorney and other instruments). Executive acknowledges and agrees that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act, as amended, and that the Company shall own all rights therein. To the extent that any Work Product is not a “work made for hire,” Executive hereby assign and

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agree to assign to the Company all right, title and interest, including a copyright, in and to such Work Product. The foregoing provisions of this Section 6 shall not apply to any invention that Executive developed entirely on Executive’s own time without using the Company’s equipment, supplies, facilities or Confidential Information, except for those inventions that (a) relate to the Company’s business or actual or demonstrably anticipated research or development, or (b) result from any work performed by Executive for the Company.

(h)              Non-Disparagement.

(i)            Executive agrees that, during the Restricted Period, Executive will not make any slanderous, defamatory, disparaging or negative statement (whether orally or in writing and whether publicly or privately) about the Company or its officers, directors, employees, affiliates, products, or services to any Person, including but not limited to television media, print media, social media, any other forms of media or via the Internet (other than in the course of performance reviews for employees of the Company); provided, however, that this Section 6(h)(i) shall not in any way limit any of Executive’s rights that are expressly reserved in the final two sentences of Section 6(c) above, or in any way limit Executive’s ability to provide truthful testimony or information in response to a subpoena, court order, or valid request by a government agency, as otherwise required by law, or as otherwise reasonably appropriate in connection with any litigation between Executive and the Company or any of its subsidiaries or other affiliates. Executive may also make truthful statements to refute inaccurate comments made about him by the Company or any of its subsidiaries or other affiliates, or their respective directors or officers.

(ii)            The Company agrees that, during the Restricted Period, the Company will not make any official statement about Executive that is slanderous, defamatory, disparaging or negative; provided, however, that this Section 6(h)(ii) shall not in any way limit the Company’s ability to provide truthful testimony or information in response to a subpoena, court order, or valid request by a government agency, as otherwise required by law, or as otherwise reasonably appropriate in connection with any litigation between Executive and the Company or any of its subsidiaries or other affiliates. The Company may also make truthful official statements to refute inaccurate comments made about the Company or any of its subsidiaries or other affiliates by Executive. The Company further agrees that, following the termination of Executive’s employment, the Company will instruct its directors and elected officers not to make any statements about Executive that are slanderous, defamatory, disparaging or negative, if Executive, within ten (10) business days after the termination date, makes a written request to the Company to give such an instruction.

(i)             Return of Materials. Executive agrees that Executive will not retain or destroy (except as set forth below), and will immediately return to the Company on or as soon as reasonably practicable following the termination date, or at any other time the Company requests such return, any and all property of the Company that is in Executive’s possession or subject to Executive’s control, including, but not limited to, tenant, investor, and customer files and information, papers, drawings, notes, manuals, specifications, designs, devices, code, email, documents, diskettes, CDs, tapes, keys, access cards, credit cards, identification cards, equipment, computers, mobile devices, other electronic media, all other files and documents relating to the Company and its business (regardless of form, but specifically including all electronic files and data of the Company), together with all Confidential Information and Work Product belonging to the Company or that Executive received from or through Executive’s employment with the Company. Executive will not make, distribute, or retain copies of any such information or property. To the extent that Executive has electronic files or information in Executive’s possession or control that belong to the Company and contain Confidential Information, or constitute Work Product (specifically including but not limited to electronic files or information stored on personal computers, mobile devices, electronic media, or in cloud storage), on or as soon as practicable following the termination date, or at any other time the Company requests, Executive shall (1) provide the Company with an electronic copy of all of such files

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or information (in an electronic format that readily accessible by the Company); (2) after doing so, delete all such files and information, including all copies and derivatives thereof, from all non-Company-owned computers, mobile devices, electronic media, cloud storage, and other media, devices, and equipment, such that such files and information are permanently deleted and irretrievable; and (3) provide a written certification to the Company that the required deletions have been completed. Notwithstanding the foregoing, Executive shall be permitted to retain any portions of his calendar, contacts, and personal correspondence that do not contain any Confidential Information, as well as any information reasonably needed for Executive’s personal tax return preparation, provided that Executive first reasonably cooperates with the Company’s IT and human resources staff to allow such staff to take reasonable steps to ensure that any documents or materials so retained by Executive do not contain any Confidential Information.

(j)             Enforcement of Protective Covenants.

(i)            Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Restrictive Covenants will be inadequate, and that in the event Executive breaches, or threatens to breach, any of the Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to seek to enjoin Executive, preliminarily and permanently, from violating or threatening to violate the Restrictive Covenants and to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Executive understands and agrees that if Executive violates any of the obligations set forth in the Restrictive Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. The Company’s ability to enforce its rights under the Restrictive Covenants or applicable law against Executive shall not be impaired in any way by the existence of a claim or cause of action on Executive’s part based on, or arising out of, this Agreement or any other event or transaction.

(ii)            Severability and Modification of Covenants. Executive acknowledges and agrees that each of the Restrictive Covenants is reasonable and valid in time and scope and in all other respects. The parties agree that it is their intention that the Restrictive Covenants be enforced in accordance with their terms to the maximum extent permitted by law. Each of the Restrictive Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Restrictive Covenants be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement or such Restrictive Covenant. If any of the provisions of the Restrictive Covenants should ever be held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shall be automatically modified to such lesser scope as such court may deem just and proper for the reasonable protection of the Company’s legitimate business interests and may be enforced by the Company to that extent in the manner described above and all other provisions of this Agreement shall be valid and enforceable.

(k)             Disclosure of Agreement. Executive acknowledges and agrees that, during the Restricted Period, Executive will disclose the existence and terms of this Agreement to any prospective employer, business partner, investor or lender prior to entering into an employment, partnership or other business relationship with such prospective employer, business partner, investor or lender. Executive further agrees that the Company shall have the right to make any such prospective employer, business partner, investor or lender of Executive aware of the existence and terms of this Agreement.

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(l)            Survival of Provisions. Section 6 of this Agreement and all other provisions necessary to interpret or enforce Section 6 shall survive and continue in full force in accordance with their respective terms notwithstanding the expiration of the Term or this Agreement or the termination of Employee’s employment with the Company for any reason.

7.            Additional Acknowledgments.

(a)            [Reserved]

(b)            Executive also agrees that, in addition to any other remedies available to the Company and notwithstanding any provision of this Agreement to the contrary, in the event Executive breaches in any material respect any of Executive’s obligations under Section 6 (which breach, if susceptible to a cure in the reasonable discretion of the Company, remains uncured for ten (10) business days following delivery of a written notice to Executive setting forth the nature of such breach), the Company shall immediately cease all payments and benefits (including vesting of equity-based awards) under Section 4 and will have no further obligations thereunder.

(c)            Executive and the Company further agree that REIT Operator is the employer of Executive for all U.S. federal income tax and employment tax purposes. In accordance with such status, to the extent that any provision herein permits the Company to control, supervise, or otherwise determine the rights, responsibilities, or obligations of Executive hereunder; to remunerate, reimburse, or otherwise provide any economic benefit to Executive hereunder (or to determine the amount of such payments or benefits); or to otherwise initiate, terminate, or otherwise alter the terms of Executive’s employment with REIT Operator hereunder, it is acknowledged and agreed by all parties hereto that such actions are taken on behalf of REIT Operator, which hereby grants all necessary power and authority to the Company to take such actions on behalf of REIT Operator.

8.            Executive’s Cooperation. During and following the Term of Employment, Executive shall cooperate with the Company in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or any dispute with a third party as reasonably requested by the Company to the extent that such investigation, proceeding or dispute may relate to matters in which Executive has knowledge as a result of Executive’s employment with the Company or Executive’s serving as an officer or director of the Company (including Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request, after reasonable notice, to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). In the event the Company requires Executive’s reasonable assistance or cooperation in accordance with this Section 8, the REIT Operator shall reimburse Executive solely for reasonable travel expenses (including lodging and meals) upon submission of receipts and for reasonable legal fees incurred by Executive to the extent Executive reasonably believes that independent counsel would be appropriate. Any such cooperation shall take into account Executive’s personal and business commitments, and Executive shall not be required to cooperate against his legal interests or the legal interests of any subsequent employer.

9.            Executive’s Representations. Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (b) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity and (c) upon the execution and delivery of this Agreement by the Company, this

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Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that Executive has consulted with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein.

10.            [Reserved]

11.            Insurance for Company’s Own Behalf. The Company may, at its discretion, apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered advisable. Executive agrees to cooperate in any medical or other examination, supply any information and execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance.

12.            Withholding. The REIT Operator shall be entitled to deduct or withhold from any amounts owing from the Company to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes that it reasonably determines are required to be imposed with respect to Executive’s compensation or other payments or benefits from the Company or Executive’s ownership interest in the Company (including wages, bonuses, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity).

13.            Survival. The rights and obligations of the parties under this Agreement shall survive as provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions following the termination of Executive’s employment with the Company, regardless of the manner of or reasons for such termination.

14.            Notices. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally against written receipt or mailed by prepaid first class certified mail, return receipt requested, or mailed by overnight courier prepaid, to (a) Executive at the address on file with the Company, and (b) Company at the following address:

Notices to the Company:	800 Clinton Square
	Rochester, New York 14604
	Attn:	Chairman of the Board of Directors
	Chairman of the Governance Committee of the Board of Directors
Notices to Executive:	Address on file with the Company

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 14, be deemed given on the day so delivered, or, if delivered after 5:00 p.m. local time or on a day other than a Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close (a “Business Day”), then on the next proceeding Business Day, (ii) if delivered by certified mail in the manner described above to the address as provided in this Section 14, be deemed given on the earlier of the third Business Day following mailing or upon receipt and (iii) if delivered by overnight courier to the address as provided for in this Section 14, be deemed given on the earlier of the first Business Day following the date sent by such overnight courier or upon receipt, in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section 14. Any party hereto from time to time may change its address or other information for the purpose of notices to that party by giving notice specifying such change to the other party hereto.

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15.            Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

16.            Entire Agreement. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, including but not limited to the Prior Agreement. For the avoidance of doubt, Executive shall not be eligible to participate in any severance plan or program during the Term of Employment to the extent such participation would result in a duplication of benefits.

17.            No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

18.            Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

19.            Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign Executive’s rights or delegate Executive’s duties or obligations hereunder without the prior written consent of the Company. The Company may only assign this Agreement to a successor to all or substantially all of the business and/or assets of the Company. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

20.            Choice of Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

21.            Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved by the Board) and Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including the Company’s right to terminate the Term of Employment for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

22.            Consent to Jurisdiction. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL, RETURN RECEIPT REQUESTED, TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN THE STATE OF NEW YORK WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS SECTION 22. EACH OF THE PARTIES HERETO

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IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

23.            Waiver of Jury Trial. AS A SPECIFICALLY BARGAINED-FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

24.            Section 409A.

(a)            Interpretation. Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of Section 409A of the Code and regulations thereunder (“Section 409A”) or any exemption thereunder, to the extent applicable, and this Agreement shall be interpreted accordingly. If necessary, any provisions of this Agreement that would otherwise violate Section 409A shall be amended by the parties to comply with Section 409A; provided, that, such amendment shall endeavor to maintain the economic benefits of this Agreement. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of any payment that constitutes deferred compensation for purposes of Section 409A. To the extent any payment or benefit provided under Section 4 is contingent upon Executive’s execution of the general release of claims described in Section 4(d)(ii), if such payment or benefit constitutes deferred compensation for purposes of Section 409A and the 60-day period described in Section 4(d)(ii) spans calendar years, such payment and/or benefit shall be paid or commence, as applicable, in the latter calendar year. Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments or benefits hereunder that constitute deferred compensation for purposes of Section 409A only upon a “separation from service” within the meaning of Section 409A.

(b)            Payment Delay. Notwithstanding any provision to the contrary in this Agreement, if on the date of Executive’s termination of employment, Executive is a “specified employee” (as such term is used in Section 409A), then any amounts payable to Executive that constitute deferred compensation for purposes of Section 409A that are payable due to Executive’s termination of employment shall be postponed and paid (without interest) to Executive in a lump sum on the date that is six (6) months and one (1) day following Executive’s “separation from service” with the Company (or any successor thereto); provided, however, that if Executive dies during such six-month period and prior to payment of the postponed cash amounts hereunder, the amounts delayed on account of Section 409A shall be paid to the personal representative of Executive’s estate on the sixtieth (60th) day after Executive’s death.

(c)            Reimbursements. If Executive is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Executive’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was

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incurred. No right of Executive to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers or agents hereunto duly authorized, all as of the Effective Date.

BROADSTONE NET LEASE, INC.
By:	/s/ Christopher J. Czarnecki
	Christopher J. Czarnecki
Its:	President and Chief Executive Officer
BROADSTONE NET LEASE, LLC
By:	Broadstone Net Lease, Inc.
Its:	Managing Member
	By:	/s/ Christopher J. Czarnecki
		Christopher J. Czarnecki
	Its:	President and Chief Executive Officer
BROADSTONE EMPLOYEE SUB, LLC
By:	Broadstone Net Lease, LLC
Its:	Manager
	By:	Broadstone Net Lease, Inc.
	Its:	Managing Member
		By:	/s/ Christopher J. Czarnecki
			Christopher J. Czarnecki
		Its:	President and Chief Executive Officer

EXECUTIVE

/s/ John D. Moragne                    

John D. Moragne

[Signature Page to Amended and Restated Employment Agreement]

EX-99.1

Exhibit 99.1

For Immediate Release

February 7, 2020

Company Contact: John D. Callan Jr. Senior Vice President & General Counsel john.callan@broadstone.com 585.402.7879

Broadstone Net Lease, Inc. Announces Completion of Management Internalization

ROCHESTER, N.Y. – Broadstone Net Lease, Inc. (“BNL”) today announced that it has successfully completed the internalization of its management pursuant to the previously announced transaction with Broadstone Real Estate, LLC (the “Former Manager”) and its affiliates through a series of transactions involving the acquisition of the Former Manager by BNL’s operating company, Broadstone Net Lease, LLC (the “Internalization”).

As a result of the Internalization, approximately 69 employees, including BNL’s current executive officers, management team, and corporate staff, are now employees of BNL through a subsidiary, providing a seamless transition and clarity as to future senior leadership. Each of Christopher J. Czarnecki, Ryan M. Albano, Sean T. Cutt, and John D. Moragne entered into employment agreements to serve as BNL’s Chief Executive Officer, Chief Financial Officer, Chief Investment Officer, and Chief Operating Officer, respectively.

As previously announced in November 2019, the Internalization was approved by a special committee comprised entirely of independent and disinterested members of BNL’s Board of Directors, which retained independent legal and financial advisors, as well as BNL’s Board of Directors.

The Internalization was consummated for upfront consideration of $300 million, consisting of a combination of cash, common stock, and operating partnership units, with the potential for additional earnout consideration of up to $75 million over four tranches of increasing performance incentives. Additional information regarding the terms of the Internalization are available in the Current Report on Form 8-K filed today by BNL with the U.S. Securities and Exchange Commission.

About Broadstone Net Lease, Inc.

Broadstone Net Lease, Inc. is an internally-managed real estate investment trust (“REIT”) that acquires, owns, and manages primarily single-tenant commercial real estate properties that are net leased on a long-term basis to a diversified group of tenants. We utilize an investment strategy underpinned by strong fundamental credit analysis and prudent real estate underwriting. Since our inception in 2007, we have selectively invested more than $4.3 billion in net leased real estate. As of December 31, 2019, BNL’s diversified portfolio consisted of 645 properties in 41 U.S. states and one property in Canada across the industrial, healthcare, restaurant, office, and retail property types, with an aggregate gross asset value of approximately $4.0 billion. For additional information about BNL, please visit its corporate website at http://investors.bnl.broadstone.com.

Forward Looking Statements

This press release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our plans, strategies, and prospects, both business and financial. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “intend,” “anticipate,” “estimate,” “would be,” “believe,” “continue,” or other similar words. Forward-looking statements involve known and unknown risks, which may cause BNL’s actual future results to differ materially from expected results, including, without limitation, risks related to general economic conditions, local real estate conditions, tenant financial health, property acquisitions and the timing of these acquisitions, the availability of capital to finance planned growth, BNL’s success in its deleveraging efforts, and BNL’s ability to effectively and efficiently manage and realize the anticipated benefits of the Internalization. These and other risks, assumptions and uncertainties are described in Item 1A “Risk Factors” of BNL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which we filed with the SEC on March 14, 2019, and BNL’s Quarterly Report on Form 10-Q for the period ended September 30, 2019, which was filed on November 12, 2019. These documents, which you are encouraged to read, are available on the SEC’s website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. BNL expressly disclaims any current intention to update publicly any forward-looking statement after the distribution of this release, whether as a result of new information, future events, changes in assumptions or otherwise.

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