10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

	OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission file number: 001-38597

The Necessity Retail REIT, Inc.

(Exact name of registrant as specified in its charter)

Maryland	90-0929989
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

650 Fifth Ave., 30th Floor, New York, NY                 10019 ____________________________________________________ _________________________________________________

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 415-6500

Former name, former address and former fiscal year, if changed since last report: Not Applicable

Securities registered pursuant to section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	RTL	The Nasdaq Global Select Market
7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share	RTLPP	The Nasdaq Global Select Market
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share	RTLPO	The Nasdaq Global Select Market
Preferred Stock Purchase Rights		The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

As of May 5, 2023, the registrant had 134,191,117 shares of common stock outstanding.

THE NECESSITY RETAIL REIT, INC.

TABLE OF CONTENTS

FORM 10-Q

	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 (Unaudited)	3
Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	4
Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	5
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	6
Notes to Consolidated Financial Statements (Unaudited)	8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.	41
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	66
Item 4. Controls and Procedures.	66
PART II - OTHER INFORMATION	67
Item 1. Legal Proceedings.	67
Item 1A. Risk Factors.	67
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	68
Item 3. Defaults Upon Senior Securities.	68
Item 4. Mine Safety Disclosures.	68
Item 5. Other Information.	68
Item 6. Exhibits.	68
Signatures	70

2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

THE NECESSITY RETAIL REIT, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

	March 31, 2023		December 31, 2022
ASSETS
Real estate investments, at cost:
Land	$	980,269	$	996,293
Buildings, fixtures and improvements	3,420,185		3,467,463
Acquired intangible lease assets	607,353		644,553
Total real estate investments, at cost	5,007,807		5,108,309
Less: accumulated depreciation and amortization	(789,664)		(784,946)
Total real estate investments, net	4,218,143		4,323,363
Cash and cash equivalents	43,095		70,795
Restricted cash	19,422		17,956
Deferred costs, net	23,864		22,893
Straight-line rent receivable	67,332		66,657
Operating lease right-of-use assets	17,713		17,839
Prepaid expenses and other assets	67,824		66,551
Total assets	$	4,457,393	$	4,586,054
LIABILITIES AND EQUITY
Mortgage notes payable, net	$	1,765,239	$	1,808,433
Credit facility	448,000		458,000
Senior notes, net	492,653		492,319
Below market lease liabilities, net	128,032		133,876
Accounts payable and accrued expenses (including $1,566 and $1,838 due to related parties as of March 31, 2023 and December 31, 2022, respectively)	41,540		64,169
Operating lease liabilities	19,110		19,132
Deferred rent and other liabilities	13,564		16,815
Dividends payable	5,837		5,837
Total liabilities	2,913,975		2,998,581
7.50% Series A cumulative redeemable perpetual preferred stock, $0.01 par value, liquidation preference $25.00 per share, 12,796,000 shares authorized, 7,933,711 shares issued and outstanding as of March 31, 2023 and December 31, 2022	79		79
7.375% Series C cumulative redeemable perpetual preferred stock, $0.01 par value, liquidation preference $25.00 per share, 11,536,000 shares authorized, 4,595,175 shares issued and outstanding as of March 31, 2023 and December 31, 2022	46		46
Common stock, $0.01 par value per share, 300,000,000 shares authorized, 134,224,313 shares issued and outstanding as of March 31, 2023 and December 31, 2022	1,342		1,342
Additional paid-in capital	2,999,417		2,999,163
Distributions in excess of accumulated earnings	(1,483,255)		(1,435,794)
Total stockholders’ equity	1,517,629		1,564,836
Non-controlling interests	25,789		22,637
Total equity	1,543,418		1,587,473
Total liabilities and equity	$	4,457,393	$	4,586,054

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

3

THE NECESSITY RETAIL REIT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended March 31,
	2023		2022
Revenue from tenants	$	113,594	$	94,943
Operating expenses:
Asset management fees to related party	7,956		7,826
Property operating expense	26,913		19,139
Impairment of real estate investments	—		5,942
Acquisition, transaction and other costs	565		279
Equity-based compensation	3,567		3,498
General and administrative	10,492		6,833
Depreciation and amortization	54,182		37,688
Total operating expenses	103,675		81,205
Operating income before gain on sale of real estate investments	9,919		13,738
Gain on sale of real estate investments	11,792		53,569
Operating income	21,711		67,307
Other (expense) income:
Interest expense	(34,675)		(23,740)
Other income	27		18
Gain on non-designated derivatives	—		2,250
Total other expense, net	(34,648)		(21,472)
Net (loss) income	(12,937)		45,835
Net loss (income) attributable to non-controlling interests	17		(64)
Allocation for preferred stock	(5,837)		(5,837)
Net (loss) income attributable to common stockholders	(18,757)		39,934
Weighted-average shares outstanding — Basic	133,715,627		128,640,845
Weighted-average shares outstanding — Diluted	133,715,627		130,048,111
Net (loss) income per share attributable to common stockholders — Basic and Diluted	$	(0.14)	$	0.31

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

4

THE NECESSITY RETAIL REIT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands, except share data)

(Unaudited)

	Three Months Ended March 31, 2023
	Total Equity
	Series A Preferred Stock			Series C Preferred Stock			Common Stock
	Number of Shares	Par Value		Number of Shares	Par Value		Number of Shares	Par Value		Additional Paid-in Capital		Distributions in excess of accumulated earnings		Total Stockholders’ Equity		Non-controlling Interests		Total Equity
Balance, December 31, 2022	7,933,711	$	79	4,595,175	$	46	134,224,313	$	1,342	$	2,999,163	$	(1,435,794)	$	1,564,836	$	22,637	$	1,587,473
Issuance of Common Stock, net	—	—		—	—		—	—		(42)		—		(42)		—		(42)
Issuance of Series A Preferred Stock, net	—	—		—	—		—	—		(30)		—		(30)		—		(30)
Issuance of Series C Preferred Stock, net	—	—		—	—		—	—		(35)		—		(35)		—		(35)
Equity-based compensation	—	—		—	—		—	—		391		—		391		3,176		3,567
Dividends declared on Common Stock, $0.21 per share	—	—		—	—		—	—		—		(28,523)		(28,523)		—		(28,523)
Dividends declared on Series A Preferred Stock, $0.47 per share	—	—		—	—		—	—		—		(3,719)		(3,719)		—		(3,719)
Dividends declared on Series C Preferred Stock, $0.46 per share	—	—		—	—		—	—		—		(2,118)		(2,118)		—		(2,118)
Distributions to non-controlling interest holders	—	—		—	—		—	—		—		(181)		(181)		(37)		(218)
Net loss	—	—		—	—		—	—		—		(12,920)		(12,920)		(17)		(12,937)
Rebalancing of ownership percentage	—	—		—	—		—	—		(30)		—		(30)		30		—
Balance, March 31, 2023	7,933,711	$	79	4,595,175	$	46	134,224,313	$	1,342	$	2,999,417	$	(1,483,255)	$	1,517,629	$	25,789	$	1,543,418

	Three Months Ended March 31, 2022
	Mezzanine Equity		Total Equity
			Series A Preferred Stock			Series C Preferred Stock			Common Stock
	Shares Subject to Repurchase		Number of Shares	Par Value		Number of Shares	Par Value		Number of Shares (1)	Par Value		Additional Paid-in Capital		Distributions in excess of accumulated earnings		Total Stockholders’ Equity		Non-controlling Interests		Total Equity
Balance, December 31, 2021	$	—	7,933,711	$	79	4,594,498	$	46	123,783,060	$	1,238	$	2,915,926	$	(1,217,435)	$	1,699,854	$	10,424	$	1,710,278
Issuance of Common Stock, net	—		—	—		—	—		2,761,711	27		24,467		—		24,494		—		24,494
Issuance of Shares subject to repurchase, at fair market value upon closing	49,965		—	—		—	—		6,450,107	—		—		—		—		—		—
Adjustments to redemption value	3,423		—	—		—	—		—	—		(3,423)		—		(3,423)		—		(3,423)
Issuance of Series A Preferred Stock, net	—		—	—		—	—		—	—		(19)		—		(19)		—		(19)
Issuance of Series C Preferred Stock, net	—		—	—		—	—		—	—		(36)		—		(36)		—		(36)
Equity-based compensation (2)	—		—	—		—	—		(275)	—		310		—		310		3,176		3,486
Dividends declared on Common Stock, $0.21 per share	—		—	—		—	—		—	—		—		(26,677)		(26,677)		—		(26,677)
Dividends declared on Series A Preferred Stock, $0.47 per share	—		—	—		—	—		—	—		—		(3,719)		(3,719)		—		(3,719)
Dividends declared on Series C Preferred Stock, $0.46 per share	—		—	—		—	—		—	—		—		(2,118)		(2,118)		—		(2,118)
Distributions to non-controlling interest holders	—		—	—		—	—		—	—		—		(159)		(159)		(37)		(196)
Net income	—		—	—		—	—		—	—		—		45,771		45,771		64		45,835
Rebalancing of ownership percentage	—		—	—		—	—		—	—		37		—		37		(37)		—
Balance, March 31, 2022	$	53,388	7,933,711	$	79	4,594,498	$	46	132,994,603	$	1,265	$	2,937,262	$	(1,204,337)	$	1,734,315	$	13,590	$	1,747,905

(1)Includes shares of Class A common stock subject to repurchase.

(2)Presented net of forfeitures. During the three months ended March 31, 2022, 275 restricted shares with a fair value of approximately $3,000 were forfeited.

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

5

THE NECESSITY RETAIL REIT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2023		2022
Cash flows from operating activities:
Net (loss) income	$	(12,937)	$	45,835
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation	27,866		24,407
Amortization of in-place lease assets	25,543		12,745
Amortization of deferred leasing costs	774		536
Amortization (including accelerated write-off) of deferred financing costs	3,760		2,893
Amortization of mortgage discounts (premiums) on borrowings, net	471		(13)
Accretion of market lease and other intangibles, net	(2,476)		(1,098)
Equity-based compensation	3,567		3,498
Gain on non-designated derivatives	—		(2,250)
Gain on sale of real estate investments	(11,792)		(53,569)
Impairment of real estate investments	—		5,942
Payments of prepayment costs on mortgages	450		—
Changes in assets and liabilities:
Straight-line rent receivable	(1,184)		(1,182)
Straight-line rent payable	63		68
Prepaid expenses and other assets	(1,817)		5,505
Accounts payable and accrued expenses	(10,953)		4,087
Deferred rent and other liabilities	(3,250)		(2,301)
Net cash provided by operating activities	18,085		45,103
Cash flows from investing activities:
Capital expenditures	(9,896)		(3,188)
Investments in real estate and other assets	(12,260)		(786,311)
Proceeds from sale of real estate investments	24,485		244,208
Deposits for real estate investments	—		(103)
Net cash provided by (used in) investing activities	2,329		(545,394)
Cash flows from financing activities:
Payments on mortgage notes payable	(1,603)		(8,765)
Proceeds from credit facility	10,000		378,000
Payments on credit facility	(20,000)		—
Payments of financing costs	(5)		(286)
Payments of prepayment costs on mortgages	(450)		—
Distributions on LTIP Units and Class A Units	(218)		(219)
Dividends paid on Class A common stock	(28,523)		(26,677)
Dividends paid on Series A preferred stock	(3,719)		(3,719)
Dividends paid on Series C preferred stock	(2,118)		(2,118)
Series A preferred stock offering costs	(2)		(19)
Series C preferred stock offering costs	(5)		(36)
Class A common stock offering costs	(5)		(399)
Proceeds from issuance of Class A common stock, net	—		24,917
Net cash (used in) provided by financing activities	(46,648)		360,679
Net change in cash, cash equivalents and restricted cash	(26,234)		(139,612)
Cash, cash equivalents and restricted cash beginning of period	88,751		236,849
Cash, cash equivalents and restricted cash end of period	$	62,517	$	97,237

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

6

THE NECESSITY RETAIL REIT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2023		2022
Cash and cash equivalents, end of period	$	43,095	$	82,106
Restricted cash, end of period	19,422		15,131
Cash, cash equivalents and restricted cash end of period	$	62,517	$	97,237
Supplemental Disclosures:
Cash paid for interest	$	36,200	$	25,755
Cash paid for income and franchise taxes	98		104
Non-Cash Investing and Financing Activities:
Accrued Series A preferred stock offering costs	$	28	$	—
Accrued Series C preferred stock offering costs	31		—
Accrued Class A common stock offering costs	37		24
Series A preferred stock dividend declared	3,719		3,719
Series C preferred stock dividend declared	2,118		2,118
Shares issued in acquisition	—		49,965
Adjustments to value of shares	—		3,423
Proceeds from real estate sales used to pay off related mortgage notes payable	45,000		940
Mortgage notes payable released in connection with disposition of real estate	(45,000)		(940)
Mortgages assumed in acquisition (including premiums of $276)	—		19,526
Accrued capital expenditures	—		269

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

7

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Note 1 — Organization

The Necessity Retail REIT, Inc. (the “Company”), is an externally managed real estate investment trust for U.S. federal income tax purposes (“REIT”) focusing on acquiring and managing a diversified portfolio of primarily necessity-based retail single-tenant and multi-tenant properties in the United States. As of March 31, 2023, the Company owned 1,039 properties, comprised of 27.6 million rentable square feet, which were 92.6% leased, including 930 single-tenant net-leased commercial properties (892 of which are retail properties) and 109 multi-tenant retail properties.

Substantially all of the Company’s business is conducted through The Necessity Retail REIT Operating Partnership, L.P. (the “OP”), a Delaware limited partnership, and its wholly-owned subsidiaries. Necessity Retail Advisors, LLC (the “Advisor”) manages the Company’s day-to-day business with the assistance of the Company’s property manager, Necessity Retail Properties, LLC, (the “Property Manager”). The Advisor and the Property Manager are under common control with AR Global Investments, LLC (“AR Global”) and these related parties receive compensation and fees for providing services to the Company. The Company also reimburses these entities for certain expenses they incur in providing these services to the Company.

On December 17, 2021, the Company signed a purchase and sale agreement to acquire 79 multi-tenant retail centers and two single-tenant properties for an aggregate contract purchase price of $1.3 billion (the “CIM Portfolio Acquisition”). The CIM Portfolio Acquisition was accounted for as an asset acquisition. The acquisition closed in multiple transactions from February 2022 through July 2022, and the consideration included cash (including cash sourced from borrowings under the Credit Facility, as defined below), assumption of existing mortgage debt securing certain of the properties and the issuance of shares of the Company’s Class A common stock.

The Company closed on the properties of the CIM Portfolio Acquisition in multiple stages as follows:

•In the three months ended March 31, 2022, the Company closed on the acquisition of 56 properties of the CIM Portfolio Acquisition for an aggregate contract purchase price of $801.1 million which was funded by $728.4 million in cash, including $378.0 million of borrowings under the Company’s Credit Facility, the assumption of $19.3 million of existing mortgage debt and the issuance of $50.0 million in fair value at issuance ($53.4 million in contractual value) of the Company’s Class A common stock to certain subsidiaries of the CIM Real Estate Finance Trust, Inc. (the “Sellers”), at its closing value on the respective closing dates on which the common stock was issued.

•In the three months ended June 30, 2022, the Company closed on 24 additional properties from the CIM Portfolio Acquisition for an aggregate contract purchase price of $452.8 million in three closings. The acquisitions were funded with the assumption of $294.5 million of fixed-rate mortgage debt, $128.2 million of $135.0 million of borrowings under the Credit Facility, the application of $23.8 million of the Company’s $40.0 million deposit and the remainder with cash on hand. The assumed mortgages bear stated interest rates between 3.65% and 4.62% and mature between April 2023 and September 2033.

•In the three months ended September 30, 2022, the Company closed on the one remaining property from the CIM Portfolio Acquisition for a contract purchase price of $71.1 million. The acquisition was funded with the assumption of $39.0 million of fixed-rate mortgage debt, the application of the remaining $16.2 million of the Company’s $40.0 million deposit, and the remainder with cash on hand (including $6.8 million of previous borrowings under the Credit Facility). The assumed mortgage bears a stated interest rate of 4.05% and matures in May 2024.

•The aggregate contract purchase prices above do not include contingent consideration relating to leasing activity at each respective acquired property for a six-month period subsequent to the respective closing dates of each acquired property. During the year ended December 31, 2022, the Company paid $59.3 million for such contingent consideration with cash on hand. As of December 31, 2022, the Company had accrued $6.7 million of contingent consideration based on leases executed prior to December 31, 2022. During the three months ended March 31, 2023, the Company accrued an additional $5.5 million based on leases executed after December 31, 2022. All accrued amounts were paid in the three months ended March 31, 2023, and no further contingent consideration is expected to be paid under the terms of the contract.

8

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Note 2 — Summary of Significant Accounting Policies

Basis of Accounting

The accompanying unaudited consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair statement of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three month periods ended March 31, 2023 and 2022 are not necessarily indicative of the results for the entire year or any subsequent interim periods.

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of, and for the year ended December 31, 2022, which are included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 23, 2023. Except for those required by new accounting pronouncements discussed below, there have been no significant changes to the Company’s significant accounting policies during the three months ended March 31, 2023.

Principles of Consolidation

The accompanying unaudited consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity (“VIE”) for which the Company is the primary beneficiary. The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company’s assets and liabilities are held by the OP. Except for the OP, as of March 31, 2023 and December 31, 2022, the Company had no interests in entities that were not wholly owned.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, and fair value measurements, as applicable.

Out-of-Period Adjustment

During the three months ended September 30, 2022, the Company concluded that it had understated amortization by $1.2 million in the three months ended March 31, 2022, and $2.5 million and $3.7 million, respectively, for the three and six month periods ended June 30, 2022, for certain in-place lease intangibles associated with certain leases with below market rents that were acquired as part of the CIM Portfolio Acquisition in the first and second quarters of 2022. The Company has concluded that this adjustment was not material to the financial position or results of operations for any prior quarterly periods and, accordingly, the Company recorded the cumulative adjustment to increase depreciation by $3.7 million in the three and nine month periods ended September 30, 2022.

Impacts of the COVID-19 Pandemic

During the first quarter of 2020, the global COVID-19 pandemic that spread around the world and to every state in the United States commenced. As a result, the Company experienced delays in rent collections in the second, third and fourth quarters of 2020 and the first quarter of 2021. The Company did not experience any material delays in the receipt of rental payments during the year ended December 31, 2022 or the three months ended March 31, 2023. The Company took a proactive approach to achieve mutually agreeable solutions with its tenants and in some cases, in the second, third and fourth quarters of 2020 and throughout 2021, the Company executed several types of lease amendments. These amendments included deferrals and abatements and also included extensions to the term of the leases. The Company did not execute any COVID-19-related deferrals or abatements during the year ended December 31, 2022 or the three months ended March 31, 2023. The Company has substantially collected all amounts of previously deferred rent.

9

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

For accounting purposes, in accordance with ASC 842: Leases, normally a company would be required to assess a lease modification to determine if the lease modification should be treated as a separate lease and if not, modification accounting would be applied which would require a company to reassess the classification of the lease (including leases for which the prior classification under ASC 840 was retained as part of the election to apply the package of practical expedients allowed upon the adoption of ASC 842, which does not apply to leases subsequently modified). However, in light of the COVID-19 pandemic in which many leases were being modified, the Financial Accounting Standards Board (“FASB”) and the SEC provided relief that allowed companies to make a policy election as to whether they treat COVID-19 related lease amendments as a provision included in the pre-concession arrangement, and therefore, not a lease modification, or to treat the lease amendment as a modification. In order to be considered COVID-19 related, cash flows must be substantially the same or less than those prior to the concession. For COVID-19 relief qualified changes, there are two methods to potentially account for such rent deferrals or abatements under the relief, (i) as if the changes were originally contemplated in the lease contract or (ii) as if the deferred payments are variable lease payments contained in the lease contract. For all other lease changes that did not qualify for FASB relief, the Company is required to apply modification accounting including assessing classification under ASC 842.

Some, but not all of the Company’s lease modifications qualify for the FASB relief. In accordance with the relief provisions, instead of treating these qualifying leases as modifications, the Company has elected to treat the modifications as if previously contained in the lease and recast rents receivable prospectively (if necessary). Under that accounting, for modifications that were deferrals only, there would be no impact on overall rental revenue and for any abatement amounts that reduced total rent to be received, the impact would be recognized ratably over the remaining life of the lease.

For leases not qualifying for this relief, the Company has applied modification accounting and determined that there were no changes in the current classification of its leases impacted by negotiations with its tenants.

Revenue Recognition

The Company’s revenues, which are derived primarily from lease contracts, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. As of March 31, 2023, these leases had an average remaining lease term of approximately 7.1 years. Because many of the Company’s leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable for, and include in revenue from tenants, unbilled rents receivable that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease modification is executed. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating expenses, in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. Under ASC 842, the Company elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For comparative purposes, the Company also elected to reflect prior revenue and reimbursements reported under ASC 842 on a single line. For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis.

10

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Future Base Rent Payments

The following table presents future base rent payments on a cash basis due to the Company over the next five years and thereafter as of March 31, 2023. These amounts exclude tenant reimbursements and contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items:

(In thousands)	Future  Base Rent Payments
2023 (remainder)	$	266,340
2024	339,560
2025	310,608
2026	280,647
2027	241,677
2028	192,489
Thereafter	1,104,857
	$	2,736,178

Contingent Rental Income

The Company owns certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant’s sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. As the lessor to the aforementioned leases, the Company defers the recognition of contingent rental income, until the specified target that triggered the contingent rental income is achieved, or until such sales upon which percentage rent is based are known. For the three months ended March 31, 2023 and 2022 such amounts were $0.6 million, and $0.4 million, respectively.

Collectability and Bad Debt Expense

The Company continually reviews receivables related to rent and unbilled rents receivable and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under the leasing standard adopted on January 1, 2019 (see the “Recently Issued Accounting Pronouncements” section below), the Company is required to assess, based on credit risk only, if it is probable that the Company will collect virtually all of the lease payments at lease commencement date and it must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are not permitted. If the Company determines that it’s probable it will collect virtually all of the lease payments (rent and common area maintenance), the lease will continue to be accounted for on an accrual basis (i.e. straight-line). However, if the Company determines it’s not probable that it will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and a full reserve would be recorded on previously accrued amounts in cases where it was subsequently concluded that collection was not probable. Cost recoveries from tenants are included in operating revenue from tenants beginning on January 1, 2019, in accordance with new accounting rules, on the accompanying consolidated statements of operations in the period the related costs are incurred, as applicable. Since the second quarter of 2020, this assessment has included consideration of the impacts of the COVID-19 pandemic on the ability of the Company’s tenants to pay rents in accordance with their contracts. The assessment included all of the Company’s tenants with a focus on the Company’s multi-tenant retail properties which have been more negatively impacted by the COVID-19 pandemic than the Company’s single-tenant properties.

In accordance with the lease accounting rules, the Company records uncollectable amounts as reductions in revenue from tenants. During the three months ended March 31, 2023 and 2022, uncollectable amounts were $3.4 million and $0.7 million, respectively. Included in the uncollectable amounts for the three months ended March 31, 2023, were $2.9 million of revenue reductions associated with 16 leases with one tenant which were terminated in bankruptcy proceedings.

Lease Termination Income

The Company entered into two lease termination agreements with tenants in its multi-tenant properties for a total of $0.1 million, which were recognized and received in the three months ended March 31, 2023.

11

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

The Company entered into lease termination agreements at two and six of its single-tenant properties in the first quarter of 2022 and the fourth quarter of 2021, respectively. Since these leases had short-term remaining occupancy periods for the tenant, these lease termination agreements were treated as lease modifications, and their termination fee income was recognized over the remaining occupancy periods of the respective leases on a straight-line basis. The Company recognized and received $4.5 million in the three months ended March 31, 2022 related to these agreements. As of June 30, 2022, the occupancy periods for these agreements expired and the tenants vacated. Accordingly, no related revenue was recognized on these leases in the three months ended March 31, 2023.

Investments in Real Estate

Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. At the time an asset is acquired, the Company evaluates the inputs, processes and outputs of the asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets. See the Purchase Price Allocation section in this Note for a discussion of the initial accounting for investments in real estate.

Disposal of real estate investments that represent a strategic shift in operations that will have a major effect on the Company's operations and financial results are required to be presented as discontinued operations in the consolidated statements of operations. No properties were presented as discontinued operations during the three months ended March 31, 2023 and 2022. Properties that are intended to be sold are to be designated as “held for sale” on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale, most significantly that the sale is probable within one year. The Company evaluates the probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits. Properties are no longer depreciated when they are classified as held for sale. As of March 31, 2023 and December 31, 2022, no properties were considered held for sale.

Purchase Price Allocation

In both a business combination and an asset acquisition, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. Intangible assets may include the value of in-place leases and above- and below-market leases and other identifiable assets or liabilities based on lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests (in a business combination) are recorded at their estimated fair values. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above- or below-market interest rates. In a business combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain. In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets acquired is allocated to the non-current assets. No acquisitions occurred during the three months ended March 31, 2023. All acquisitions during the three months ended March 31, 2022 were asset acquisitions.

For acquired properties with leases classified as operating leases, the Company allocates the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.

Tangible assets include land, land improvements, buildings, fixtures, and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. The Company estimates fair value using data from appraisals, comparable sales, discounted cash flow analysis and other methods. Fair value estimates are also made using significant assumptions such as capitalization rates, fair market lease rates, discount rates, and land values per square foot.

Identifiable intangible assets include amounts allocated to acquired leases for above- and below-market lease rates and the value of in-place leases. Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute

12

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 24 months. The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses.

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases.

Accounting for Leases

Lessor Accounting

In accordance with the lease accounting standard, all of the Company’s leases as lessor prior to adoption of ASC 842 were accounted for as operating leases and the Company continued to account for them as operating leases under the transition guidance. The Company evaluates new leases originated after the adoption date (by the Company or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than a major part of the remaining economic useful life of the asset (e.g., equal to or greater than 75%), if the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or if the asset is so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor.

Generally, all the Company’s leases as lessor had historically qualified as operating leases including land leases for which such accounting has been grandfathered. However, as of March 31, 2023 and December 31, 2022 the Company had two parcels of land leased to tenants that qualify as financing leases which were entered into during the year ended December 31, 2022 (subsequent to the three months ended March 31, 2022). The carrying value of these leases were $5.8 million and $5.7 million as of March 31, 2023 and December 31, 2022, respectively, and the amounts are included in prepaid expenses and other assets on the Company’s consolidated balance sheets. For the three months ended March 31, 2023, income of $0.2 million relating to these two leases is included in revenue from tenants in the Company’s consolidated statement of operations. As of March 31, 2023 and December 31, 2022, the Company had no leases as a lessor that were considered as sales-type leases under sales leaseback rules.

As a lessor of real estate, the Company has elected, by class of underlying assets, to account for lease and non-lease components (such as tenant reimbursements of property operating expenses) as a single lease component as an operating lease because (a) the non-lease components have the same timing and pattern of transfer as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease. Additionally, only incremental direct leasing costs may be capitalized under the accounting guidance. Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed.

Lessee Accounting

For lessees, the accounting standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease. Also, lessees must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Further, certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease, may now be required to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction. For additional information and disclosures related to the Company’s operating leases, see Note 9 — Commitments and Contingencies.

The Company is the lessee under certain land leases which were previously classified prior to adoption of lease accounting and will continue to be classified as operating leases under transition elections unless subsequently modified. These leases are reflected on the Company’s consolidated balance sheets and the rent expense is reflected on a straight-line basis over the lease term.

13

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Gain on Sale of Real Estate Investments

Gains on sales of rental real estate are not considered sales to customers and are generally recognized pursuant to the provisions included in ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”).

In accordance with ASC 845-10, Accounting for Non-Monetary Transactions, if a nonmonetary exchange has commercial substance, the cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain it, and a gain or loss shall be recognized on the exchange.

Impairment of Long-Lived Assets

When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If an impairment exists, due to the inability to recover the carrying value of a property, the Company would recognize an impairment loss on its consolidated statements of operations to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss recorded would equal the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net earnings.

Reportable Segments

As of March 31, 2023, the Company has determined that it has two reportable segments, with activities related to investing in single-tenant properties and multi-tenant properties.

Depreciation and Amortization

Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and improvements and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.

The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the initial remaining lease terms of the respective leases.

The value of customer relationship intangibles, if any, is amortized to expense over the initial term of the lease and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense.

Assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages.

Above- and Below-Market Lease Amortization

Capitalized above-market lease values are amortized as a reduction of revenue from tenants over the remaining terms of the respective leases and the capitalized below-market lease values are amortized as an increase to revenue from tenants over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. If a tenant with a below-market rent renewal does not renew, any remaining unamortized amount will be taken into income at that time.

Capitalized above-market ground lease values are amortized as a reduction of property operating expense over the remaining terms of the respective leases. Capitalized below-market ground lease values are amortized as an increase to property operating expense over the remaining terms of the respective leases and expected below-market renewal option periods.

Upon termination of an above- or below-market lease, any unamortized amounts would be recognized in the period of termination.

14

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Equity-Based Compensation

The Company has stock-based plans under which its directors, officers, and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, and certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company are eligible to receive awards. Awards granted thereunder are accounted for under the guidance for employee share-based payments. The cost of services received in exchange for these stock awards is measured at the grant date fair value of the award and the expense for such an award is included in the equity-based compensation line item of the consolidated statements of operations and is recognized in accordance with the service period (i.e., vesting) required or when the requirements for exercise of the award have been met.

On July 21, 2021, the Company entered into the multi-year outperformance agreement with the Advisor (the “2021 OPP”) pursuant to which the Advisor was granted an award of 8,528,885 units of limited partnership (“LTIP Units”), representing the quotient of $72.0 million divided by $8.4419. The LTIP Units issued under the 2021 OPP were reclassified as an equity award with the cumulative expense reflected as part of non-controlling interest in the Company’s consolidated balance sheets and equity statements.

In the event of a modification of any of the awards discussed above, any incremental increase in the value of the instrument measured on the date of the modification both before and after the modification, will result in an incremental amount to be reflected prospectively as a charge to earnings over the remaining service period.

For additional information on all of the Company’s equity-based compensation arrangements, see Note 12 — Equity-Based Compensation.

Recently Issued Accounting Pronouncements

Not Yet Fully Adopted as of March 31, 2023:

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). Topic 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in Topic 848 is optional and may be elected over the period from March 12, 2020 through June 30, 2023 as reference rate reform activities occur. During the year ended December 31, 2020, the Company elected to apply the hedge accounting expedients related to (i) the assertion that the Company’s hedged forecasted transactions remain probable and (ii) the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients would preserve the presentation of the Company’s derivatives, if any, which would be consistent with the Company’s past presentation. As of March 31, 2023, the Company did not have any outstanding derivative instruments but has LIBOR-based borrowings under its Credit Facility (see Note 5 — Credit Facility for additional information). The Company will continue to evaluate the impact of the guidance and may apply other elections, as applicable, as additional changes in the market occur.

15

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Note 3 — Real Estate Investments

Property Acquisitions

The following table presents the allocation of real estate assets acquired and liabilities assumed during the periods presented. All acquisitions were considered asset acquisitions for accounting purposes.

	Three Months Ended March 31,
(Dollar amounts in thousands)	2023 (2)		2022
Real estate investments, at cost:
Land	$	—	$	154,815
Buildings, fixtures and improvements	—		586,140
Total tangible assets	—		740,955
Acquired intangible assets and liabilities: (1)
In-place leases	5,535		145,178
Above-market lease assets	—		12,574
Below-market lease liabilities	—		(42,905)
Total intangible assets, net	5,535		114,847
Assets Reduced, Liabilities Assumed and Equity Issued:
Mortgage notes payable assumed in acquisitions (including premiums of $276)	—		(19,526)
Shares issued in acquisitions	—		(49,965)
Payment of previously accrued contingent consideration on acquired properties from the CIM Portfolio Acquisition	6,725		—
Cash paid for real estate investments	$	12,260	$	786,311
Number of properties purchased from the CIM Portfolio Acquisition (See Note 1 — Organization for additional information)	—		56
Number of other properties purchased	—		3

________

(1)Weighted-average remaining amortization periods for in-place lease assets, above-market lease assets and below-market lease liabilities acquired during the three months ended March 31, 2022 were 9.8 years, 6.2 years and 20.0 years, respectively, as of each property’s respective acquisition date.

(2)Real estate assets acquired during the three months ended March 31, 2023 were comprised entirely of contingent consideration relating to the CIM Portfolio Acquisition, $6.7 million of which was accrued as of December 31, 2022. See Note 1 — Organization for additional information.

The following table presents amortization expense and adjustments to revenue from tenants and property operating expenses for intangible assets and liabilities during the periods presented:

	Three Months Ended March 31,
(In thousands)	2023		2022
In-place leases, included in depreciation and amortization (2)	$	25,543	$	12,745
Above-market lease intangibles	$	(1,628)	$	(914)
Below-market lease liabilities	4,112		2,020
Total included in revenue from tenants	$	2,484	$	1,106
Below-market ground lease asset (1)	$	8	$	8
Above-market ground lease liability (1)	—		—
Total included in property operating expenses	$	8	$	8

16

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

______

(1)Intangible balances related to ground leases are included as part of the operating lease right-of-use assets presented on the consolidated balance sheets and the amortization expense of such balances is included in property operating expenses on the consolidated statements of operations.

(2)During the three months ended March 31, 2023, the Company recorded additional in-place lease amortization of $3.3 million associated with 16 leases with one tenant which were terminated in bankruptcy proceedings.

The following table provides the projected amortization expense and adjustments to revenue from tenants for intangible assets and liabilities for the next five years:

(In thousands)	2023 (remainder)		2024		2025		2026		2027
In-place leases, to be included in depreciation and amortization	$	53,289	$	56,539	$	44,902	$	35,224	$	26,804
Above-market lease intangibles	$	4,603	$	5,381	$	4,542	$	3,313	$	2,704
Below-market lease liabilities	(7,746)		(9,856)		(9,512)		(9,052)		(8,624)
Total to be included in revenue from tenants	$	(3,143)	$	(4,475)	$	(4,970)	$	(5,739)	$	(5,920)

Deposits for Real Estate Investments

The Company did not have any deposits for future acquisitions of real estate investments as of March 31, 2023 or December 31, 2022.

Real Estate Held for Sale

When assets are identified by management as held for sale, the Company ceases depreciation and amortization of the identified assets and estimates the sales price, net of costs to sell, of those assets. If the carrying amount of the assets classified as held for sale exceeds the estimated net sales price, the Company records an impairment charge equal to the amount by which the carrying amount of the assets exceeds the Company’s estimate of the net sales price of the assets. For additional information on impairment charges, see “Impairment Charges” section below.

As of March 31, 2023 and December 31, 2022, there were no properties classified as held for sale. The sales of other properties sold during their respective periods did not represent a strategic shift in the Company’s operations or strategy.

Real Estate Sales

During the three months ended March 31, 2023, the Company sold five properties for an aggregate contract price of $71.3 million, resulting in an aggregate gain of $11.8 million, which is reflected in gain on sale of real estate investments in the consolidated statement of operations for the three months ended March 31, 2023.

During the three months ended March 31, 2022, the Company sold six properties for an aggregate contract price of $265.2 million. These dispositions resulted in an aggregate gain of $53.6 million, which is reflected in gain on sale of real estate investments on the consolidated statement of operations for the three months ended March 31, 2022.

Real Estate Held for Use

When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. For the Company, the most common triggering events are (i) concerns regarding the tenant (i.e., credit or expirations) in the Company’s single-tenant properties, (ii) significant or sustained vacancy in the Company’s multi-tenant properties and (iii) changes to the Company’s expected holding period as a result of business decisions or non-recourse debt maturities. For all of its held for use properties, the Company had reconsidered the projected cash flows due to various performance indicators and, where appropriate, the Company evaluated the impact on its ability to recover the carrying value of such properties based on the expected cash flows over the intended holding period. See “Impairment Charges” below for discussion of specific charges taken.

If a triggering event for held for use single-tenant properties is identified, the Company uses either a market approach or an income approach to estimate the future cash flows expected to be generated.

The market approach involves evaluating comparable sales of properties in the same geographic region as the held for use properties in order to determine an estimated sale price. The Company makes certain assumptions including, among others, that

17

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

the properties in the comparable sales used in the analysis share similar characteristics to the held for use properties, and that market and economic conditions at the time of any potential sales of these properties, such as discount rates; demand for space; competition for tenants; changes in market rental rates; and costs to operate the property, would be similar to those in the comparable sales analyzed.

Under the income approach, the Company evaluates the impact on its ability to recover the carrying value of such properties based on the expected cash flows over its intended holding period. The Company makes certain assumptions in this approach including, among others, the market and economic conditions, expected cash flow projections, intended holding periods and assessments of terminal values.

Where more than one possible scenario exists, the Company uses a probability weighted approach. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses or additional impairment may be realized in the future.

Impairment Charges

There were no impairment charges recorded in the three months ended March 31, 2023. The following table details the impairment charges recorded by segment for the three months ended March 31, 2022:

	Three Months Ended March 31,
(In thousands)	2022
Single-tenant properties:
Various vacant single-tenant properties (1)	$	2,176
United Healthcare (2)	3,766
Total single-tenant impairment charges	5,942
Total impairment charges	$	5,942

(1)For the three months ended March 31, 2022, three properties were impaired, all of which were formerly leased to Truist Bank. All properties in the three months ended March 31, 2022 were impaired to their fair values as determined by their respective purchase and sale agreements and were sold in the year ended December 31, 2022.

(2)This property was vacant since June 30, 2021 when a tenant did not renew its lease. This property was impaired to its fair value as determined by the income approach in both the year ended December 31, 2022 and 2021 and disposed of in the year ended December 31, 2022.

18

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Note 4 — Mortgage Notes Payable, Net

The Company’s mortgage notes payable, net as of March 31, 2023 and December 31, 2022 consisted of the following:

		Outstanding Loan Amount as of				Effective Interest Rate as of
Portfolio	Encumbered Properties	March 31, 2023		December 31, 2022		March 31, 2023			Interest Rate	Maturity	Anticipated Repayment (4)
		(In thousands)		(In thousands)
2019 Class A-1 Net-Lease Mortgage Notes	102	$	117,470	$	117,620	3.83	%		Fixed	May 2049	May 2026
2019 Class A-2 Net-Lease Mortgage Notes	108	119,868		120,020		4.52	%		Fixed	May 2049	May 2029
2021 Class A-1 Net-Lease Mortgage Notes	49	53,381		53,601		2.24	%		Fixed	May 2051	May 2028
2021 Class A-2 Net-Lease Mortgage Notes	47	92,204		92,584		2.83	%		Fixed	May 2051	May 2031
2021 Class A-3 Net-Lease Mortgage Notes	33	34,997		34,997		3.07	%		Fixed	May 2051	May 2028
2021 Class A-4 Net-Lease Mortgage Notes	35	54,995		54,995		3.65	%		Fixed	May 2051	May 2031
Total Net-Lease Mortgage Notes	374	472,915		473,817
Stop & Shop (5)	—	—		45,000		3.50	%		Fixed	Jan. 2030	Jan. 2030
Column Financial Mortgage Notes	364	705,567		705,567		3.79	%		Fixed	Aug. 2025	Aug. 2025
Bob Evans I	22	22,633		22,740		4.71	%		Fixed	Sep. 2037	Sep. 2027
Mortgage Loan II	12	210,000		210,000		4.25	%		Fixed	Jan. 2028	Jan. 2028
Mortgage Loan III	22	33,400		33,400		4.12	%		Fixed	Jan. 2028	Jan. 2028
Cottonwood Commons	1	19,250		19,250		4.52	%		Fixed	Sep. 2023	Sep. 2023
The Marquis	1	8,556		8,556		3.95	%		Fixed	May 2023	May 2023
Assumed Multi-Tenant Mortgage I	3	16,700		16,700		4.68	%		Fixed	Sep. 2033	Sep. 2023
Assumed Multi-Tenant Mortgage II	4	25,000		25,000		4.54	%		Fixed	Feb. 2024	Feb. 2024
Assumed Multi-Tenant Mortgage III (6)	3	30,424		30,719		3.70	%		Fixed	Apr. 2023	Apr. 2023
Assumed Multi-Tenant Mortgage IV (6)	4	28,387		28,387		3.90	%		Fixed	Apr. 2023	Apr. 2023
Assumed Multi-Tenant Mortgage V	7	60,244		60,544		3.70	%		Fixed	Sep. 2023	Sep. 2023
The Plant (6)	1	123,000		123,000		3.87	%		Fixed	May 2033	May 2023
McGowin Park	1	39,025		39,025		4.11	%		Fixed	May 2024	May 2024
Gross mortgage notes payable	819	1,795,101		1,841,705		3.84	%	(1)
Deferred financing costs, net of accumulated amortization (2)		(29,009)		(31,948)
Mortgage premiums and discounts, net (3)		(853)		(1,324)
Mortgage notes payable, net		$	1,765,239	$	1,808,433

__________

(1)Calculated on a weighted-average basis for all mortgages outstanding as of March 31, 2023.

(2)Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that it is probable the financing will not close.

(3)Mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages.

(4)The Company determines an anticipated repayment date when the terms of a debt obligation provide for earlier repayment than the legal maturity and when the Company expects to repay such debt obligations earlier due to factors such as elevated interest rates or additional principal payment requirements.

(5)This mortgage note was fully repaid in the three months ended March 31, 2023 in connection with the disposition of the formerly encumbered properties.

(6)These mortgage notes were fully repaid subsequent to March 31, 2023 with proceeds from the Credit Facility. See Note 15 — Subsequent Events for additional information.

19

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

As of March 31, 2023 and December 31, 2022, the Company had pledged $3.0 billion in real estate investments, at cost as collateral for its mortgage notes payable. This real estate is not available to satisfy other debts and obligations unless first satisfying the mortgage notes payable on the properties. In addition, as of March 31, 2023, $2.0 billion in real estate investments, at cost were included in the unencumbered asset pool comprising the borrowing base under the Company’s revolving unsecured corporate credit facility (see Note 5 — Credit Facility for more details). The asset pool comprising the borrowing base under the credit facility is only available to serve as collateral or satisfy other debts and obligations if it is first removed from the borrowing base under the credit facility.

In connection with refinancing certain properties, the Company may incur prepayment penalties relating to its prior debt obligations. During the three months ended March 31, 2023, the Company incurred $0.5 million of prepayment penalties. These prepayment penalties, when incurred, are included in acquisition, transaction, and other costs in the consolidated statements of operations.

The Company’s mortgage notes payable agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of March 31, 2023, the Company was in compliance with financial covenants under its mortgage notes payable agreements.

Combined Debt Obligation Principal Payments

The following table summarizes the scheduled aggregate principal payments (based on anticipated repayment dates) on mortgage notes payable and the Company’s other debt based on anticipated repayment dates for the remainder of the year ended December 31, 2023, the five years subsequent to December 31, 2023 and thereafter:

	Future Principal Payments
(In thousands)	Mortgage Notes		Credit Facility (1)		Senior Notes (2)		Total
2023 (remainder) (3)	$	288,181	$	—	$	—	$	288,181
2024	65,672		—		—		65,672
2025	707,237		—		—		707,237
2026	116,917		448,000		—		564,917
2027	21,553		—		—		21,553
2028	332,242		—		500,000		832,242
Thereafter	263,299		—		—		263,299
	$	1,795,101	$	448,000	$	500,000	$	2,743,101

________

(1)The Credit Facility matures on April 1, 2026, subject to the Company’s right, subject to customary conditions, to extend the maturity date by up to two additional six-month terms. See Note 5 — Credit Facility for additional information.

(2)The Senior Notes mature on September 30, 2028. See Note 6 — Senior Notes, Net for additional information.

(3)Subsequent to March 31, 2023, the Company fully repaid $181.8 million of mortgage notes payable with borrowings sourced from the Credit Facility. See Note 15 — Subsequent Events for additional information. The Company intends to repay the remaining $106.4 million of principal amounts scheduled for repayment during the year ended December 31, 2023 with (i) proceeds from the Credit Facility by transferring some or all of the encumbered properties to the asset pool comprising the borrowing base thereunder (as defined in Note 5 — Credit Facility) and (ii) cash on hand, a portion of which may be generated from future property sales.

20

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Note 5 — Credit Facility

The Company has a credit facility (the “Credit Facility”) with BMO Harris Bank, N.A. (“BMO Bank”) as administrative agent, Citizens Bank, N.A. and SunTrust Robinson Humphrey, Inc., as joint lead arrangers, and the other lenders from time to time party thereto. On October 1, 2021, the Company entered into an amendment and restatement of the Credit Facility. Also, upon the closing of the Senior Notes (as defined in Note 6 — Senior Notes, Net) on October 7, 2021, the Company used a portion of the proceeds to repay all outstanding borrowings under the Credit Facility at the time. The aggregate total commitments after the amendment and restatement of the Credit Facility were increased from $540.0 million to $815.0 million including a $50.0 million sublimit for letters of credit and a $55.0 million sublimit for swingline loans. The Credit Facility includes an uncommitted “accordion feature” permitting the Company, subject to certain exceptions, to increase the commitments under the Credit Facility by up to an additional $435.0 million, subject to obtaining commitments from new lenders or additional commitments from participating lenders and certain customary conditions. The Credit Facility matures on April 1, 2026, subject to the Company’s right, subject to customary conditions, to extend the maturity date by up to two additional six-month terms. Borrowings under the Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty, subject to customary breakage costs.

The Credit Facility is supported by a pool of eligible unencumbered properties that are owned by the subsidiaries of the OP that serve as Guarantors. The Company may add or remove properties to or from this pool so long as at any time there are at least 15 eligible unencumbered properties with a value of at least $300.0 million, among other things. The amount available for future borrowings under the Credit Facility depends on the amount outstanding thereunder relative to the aggregate commitments; however, the amount the Company may borrow is limited by the financial maintenance covenants described below.

The amount available for future borrowings under the Credit Facility is based on the maximum amount of total unsecured indebtedness that could be incurred while maintaining a minimum unsecured interest coverage ratio with respect to the borrowing base, in each case, as of the determination date.

As of March 31, 2023, the Company had a total borrowing capacity under the Credit Facility of $494.6 million (net of a $2.0 million letter of credit) based on the value of the borrowing base under the Credit Facility, and of this amount, $448.0 million was outstanding under the Credit Facility as of March 31, 2023 and $46.6 million remained available for future borrowings. Subsequent to March 31, 2023, the Company (i) disposed of one property formerly part of the asset pool comprising the borrowing base under the Credit Facility, (ii) added seven properties formerly encumbered under mortgage notes to the asset pool comprising the borrowing base under the Credit Facility, (iii) borrowed $173.0 million to fully repay certain mortgage notes and (iv) borrowed $18.0 million for general corporate purposes. After these borrowings and net property additions to the asset pool comprising the borrowing base under the Credit Facility, the Company had $639.0 million outstanding on its Credit Facility and $28.2 million remained available for future borrowings. See Note 15 — Subsequent Events for additional information.

The Credit Facility currently requires payments of interest only prior to maturity. Borrowings under the Credit Facility bear interest at either (i) the Base Rate (as defined in the Credit Facility) plus an applicable spread ranging from 0.45% to 1.05%, or (ii) LIBOR plus an applicable spread ranging from 1.45% to 2.05%, in each case depending on the Company’s consolidated leverage ratio. In addition, (i) if the Company or the OP achieves an investment grade credit rating, the OP can elect for the spread to be based on the credit rating of the Company or the OP, and (ii) the “floor” on LIBOR is 0%.

As of March 31, 2023 and December 31, 2022, the Company elected to use LIBOR for all of its borrowings under the Credit Facility and the weighted-average interest rate under the Credit Facility was 6.92% and 6.51%, respectively. Subsequent to March 31, 2023, the Company amended its Credit Facility to utilize a SOFR-based interest rate for all of its borrowings thereunder. After completing the amendment, the Company has no further exposure to LIBOR-based contracts. See Note 15 — Subsequent Events for additional information.

Any subsidiary owning property that is included in the borrowing base is required to guarantee the OP’s obligations under the Credit Facility. This includes any wholly-owned domestic subsidiary of the OP that directly or indirectly owns or leases a real estate asset added to the pool of eligible unencumbered properties. For any Guarantor subsidiary of the OP, this guarantee will be released if the Company or the OP achieves an investment grade credit rating, but will again be required (i) if either the Company or the OP loses its investment grade credit rating, or (ii) with respect to any Guarantor subsidiary of the OP, for so long as the subsidiary is the primary obligor under or provides a guaranty to any holder of unsecured indebtedness.

The Credit Facility contains various customary operating covenants, including covenants restricting, among other things, restricted payments (including dividends and share repurchases), the incurrence of liens, the types of investments the Company

21

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

may make, fundamental changes, agreements with affiliates and changes in nature of business. The amended and restated Credit Facility also (i) continues to have financial maintenance covenants with respect to maximum consolidated leverage, maximum consolidated secured leverage, minimum fixed charge coverage, and minimum net worth, (ii) amended the maximum recourse debt to total asset value covenant to refer instead to secured recourse debt, and (iii) added new financial maintenance covenants with respect to maximum consolidated unsecured leverage and adjusted net operating income for the pool of eligible unencumbered properties required to be maintained under the Credit Facility to debt service paid on unsecured indebtedness.

Under the Credit Facility, subject to certain exceptions, the Company is not permitted to pay distributions, including cash dividends on equity securities, including the Company’s 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”) and 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series C Preferred Stock”), in an aggregate amount exceeding 95% of AFFO (as defined in the Credit Facility) for any look-back period of four consecutive fiscal quarters without seeking consent from the lenders under the Credit Facility. However, the Credit Facility also permits the Company to pay distributions in an aggregate amount not exceeding 105% of AFFO for any applicable period if, as of the last day of the period, the Company was able to satisfy a maximum leverage ratio after giving effect to the payments and maintain a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $60.0 million. Moreover, if applicable, during the continuance of an event of default under the Credit Facility, the Company could not pay dividends or other distributions in excess of the amount necessary for the Company to maintain its status as a REIT.

As of March 31, 2023, the Company was in compliance with the operating and financial covenants under the Credit Facility.

LIBOR Transition

In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced it intended to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to LIBOR in derivatives and other financial contracts. On March 5, 2021, the Financial Conduct Authority confirmed a partial extension of this deadline, announcing that it will cease the publication of the one-week and two-month USD LIBOR settings immediately following December 31, 2021. The remaining USD LIBOR settings will continue to be published through June 30, 2023. The Company is not able to predict when there will be sufficient liquidity in the SOFR market. The Company is monitoring and evaluating the risks related to changes in LIBOR availability, which include potential changes in interest paid on debt and amounts received and paid on interest rate swaps. In addition, the value of debt or derivative instruments tied to LIBOR will also be impacted as LIBOR is limited and discontinued and contracts must be transitioned to a new alternative rate. While the Company expects LIBOR to be available in substantially its current form until at least June 30, 2023, it is possible that LIBOR will become unavailable prior to that time. This could occur, for example, if a sufficient number of banks decline to make submissions to the LIBOR administrator. The Credit Facility contains language governing the establishment of a replacement benchmark index to serve as an alternative to LIBOR, when necessary.

Subsequent to March 31, 2023, the Company amended its Credit Facility to utilize a SOFR-based interest rate for all of its borrowings thereunder. After completing the amendment, the Company has no further exposure to LIBOR-based contracts. See Note 15 — Subsequent Events for additional information.

Note 6 — Senior Notes, Net

On October 7, 2021, the Company and the OP issued $500.0 million aggregate principal amount of 4.50% Senior Notes due 2028 (the “Senior Notes”). The Company, the OP and their subsidiaries that guarantee the Senior Notes entered into an indenture with U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee. As of March 31, 2023 and December 31, 2022, the carrying value of the Senior Notes on the Company’s consolidated balance sheets totaled $492.7 million and $492.3 million, respectively, which is net of $7.3 million and $7.7 million of deferred financing costs, respectively.

The Senior Notes, which were issued at par, will mature on September 30, 2028 and accrue interest at a rate of 4.500% per year. Interest on the Senior Notes, which began to accrue on October 7, 2021, is payable semi-annually in arrears on March 30 and September 30 of each year. The Senior Notes do not require any principal payments prior to maturity.

As of March 31, 2023, the Company was in compliance with the covenants under the Indenture governing the Senior Notes.

22

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Note 7 — Fair Value Measurements

Fair Value Hierarchy

GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring assets and liabilities at fair value. GAAP establishes market-based or observable inputs as the preferred sources of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:

Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

Level 3 — Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare.

A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets and liabilities. The Company’s policy with respect to transfers between levels of the fair value hierarchy is to recognize transfers into and out of each level as of the end of the reporting period. There were no transfers between levels of the fair value hierarchy during the three months ended March 31, 2023 and 2022.

Financial Instruments Measured at Fair Value on a Recurring Basis

Derivative Instruments

The Company’s derivative instruments are measured at fair value on a recurring basis. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with this derivative utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparty. However, as of March 31, 2023, the Company does not have any derivatives, but would assess the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions if it had any.

The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties.

Real Estate Investments Measured at Fair Value on a Non-Recurring Basis

Real Estate Investments - Held for Sale

The Company has had impaired real estate investments classified as held for sale (see Note 3 — Real Estate Investments for additional information on impairment charges recorded by the Company). However, there were no impaired real estate investments held for sale as of March 31, 2023 and December 31, 2022. The carrying value of impaired real estate investments held for sale on the consolidated balance sheets represents their estimated fair value less cost to sell. Impaired real estate investments held for sale are generally classified in Level 3 of the fair value hierarchy.

Real Estate Investments - Held for Use

The Company has had impaired real estate investments classified as held for use at the time of impairment (see Note 3 — Real Estate Investments for additional information on impairment charges recorded by the Company). The carrying value of these held for use impaired real estate investments on the consolidated balance sheets represents their estimated fair value at the

23

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

time of impairment. The Company primarily uses a market approach to estimate the future cash flows expected to be generated. Impaired real estate investments which are held for use are generally classified in Level 3 of the fair value hierarchy.

Financial Instruments that are not Reported at Fair Value

The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The carrying value of short-term financial instruments such as cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and accrued expenses and dividends payable approximates their fair value due to their short-term nature.

The fair values of the Company’s remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below:

		March 31, 2023				December 31, 2022
(In thousands)	Level	Carrying Value		Fair Value		Carrying Value		Fair Value
Gross mortgage notes payable and mortgage premiums and discounts, net (1)	3	$	1,795,101	$	1,650,370	$	1,841,705	$	1,648,505
Senior Notes	2	$	500,000	$	377,500	$	500,000	$	376,250
Credit Facility (1)	3	$	448,000	$	446,527	$	458,000	$	456,635

________

(1)Subsequent to March 31, 2023, the Company fully repaid three mortgage notes with an aggregate carrying value of $181.8 million and an aggregate fair value of $181.4 million. Additionally, the Company borrowed $191.0 million on its Credit Facility subsequent to March 31, 2023. See Note 15 — Subsequent Events for additional information.

The financial instruments noted above had lower fair values as compared to their respective carrying values as of March 31, 2023 and December 31, 2022 primarily because of increasing interest rates and widening credit spreads since the origination of the financial instruments.

Note 8 — Mezzanine Equity and Total Equity

Mezzanine Equity

Shares Formerly Subject to Repurchase

During the three months ended March 31, 2022, as part of the CIM Portfolio Acquisition, the Company issued a total of 6,450,107 shares of its Class A common stock to the Seller which had a value of $50.0 million, for accounting purposes, using the stock prices at the respective dates of issuance. The Company was required to register the resale of these shares, which it did in April 2022, and was required to subsequently maintain the effectiveness of that resale registration through the termination of the repurchase right. Otherwise, the Company could have been required to repurchase the securities for $53.4 million. The Seller’s repurchase right terminated on August 25, 2022 (six months following the date of the final issuance). Accordingly, during the three months ended September 30, 2022, these securities were reclassified from mezzanine equity to permanent equity.

The number of shares issued at the applicable closing was based on the value of the shares or units that were issuable at such closing divided by the per-share volume weighted average price of the Company’s Class A common stock measured over a five-day consecutive trading period immediately preceding (but not including) the date on which written notice for the closing was delivered, indicating the seller’s election to receive either shares or units, to the OP (the price of which was to be limited by a 7.5% collar in either direction from the per share volume weighted-average price of the Company’s Class A common stock measured over a ten-day consecutive trading period immediately preceding (but not including) the effective date of the purchase and sale agreement), which was $8.34 per share. The Company had concluded that as of December 31, 2021, this arrangement constituted an embedded derivative which required separate accounting. The initial value of the embedded derivative was an asset upon the signing of the purchase and sale agreement of $1.7 million, and was a liability of $2.3 million as of December 31, 2021. The shares were issued in two closings in the three months ending March 31, 2022 at contract prices within the collar. Accordingly, the value of the embedded derivative was considered to be zero immediately prior to closing. During the three months ended March 31, 2022, the Company reduced the prior liability at December 31, 2021 to zero at closing and recorded a gain on non-designated derivatives of $2.3 million in the consolidated statements of operations.

24

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Total Equity

Common Stock

As of both March 31, 2023 and December 31, 2022, the Company had 134.2 million shares, of Class A common stock outstanding including restricted shares of Class A common stock (“restricted shares”) and excluding LTIP Units. LTIP Units may ultimately be convertible into shares of Class A common stock in the future if certain conditions are met.

Distribution Reinvestment Plan

Effective on the listing of the Company’s Class A common stock on the Nasdaq Global Select Market (the “Nasdaq”) on July 19, 2018 (the “Listing Date”), an amendment and restatement of the then effective distribution reinvestment plan approved by the Company’s board of directors became effective (the “DRIP”). The DRIP allows stockholders who have elected to participate in the DRIP to have dividends payable with respect to all or a portion of their shares of Class A common stock reinvested in additional shares of Class A common stock. Shares issued pursuant to the DRIP represent shares that are, at the election of the Company, either (i) acquired directly from the Company, which would issue new shares, at a price based on the average of the high and low sales prices of Class A common stock on Nasdaq on the date of reinvestment, or (ii) acquired through open market purchases by the plan administrator at a price based on the weighted-average of the actual prices paid for all of the shares of Class A common stock purchased by the plan administrator with all participants’ reinvested dividends for the related quarter, less a per share processing fee.

Shares issued pursuant to the DRIP are recorded within stockholders’ equity in the accompanying consolidated balance sheets in the period dividends are declared. During the three months ended March 31, 2023 and 2022, all shares acquired by participants pursuant to the DRIP were acquired through open market purchases by the plan administrator and not acquired directly from the Company.

ATM Program — Class A Common Stock

In May 2019, the Company established an “at the market” equity offering program for its Class A common stock (the “Class A Common Stock ATM Program”), which was last updated in August 2022, pursuant to which the Company may from time to time, offer, issue and sell to the public up to $450.0 million in shares of Class A common stock, through sales agents. As of March 31, 2023, $254.0 million of issuable value remains available under the Class A Common Stock ATM Program.

The Company did not sell any shares of Class A common stock through its Class A Common Stock ATM Program during the three months ended March 31, 2023.

The Company sold 2,761,711 shares of Class A common stock through its Class A Common Stock ATM Program during the three months ended March 31, 2022, which generated $24.9 million of gross proceeds, and net proceeds of $24.5 million after commissions, fees and other offering costs incurred of $0.4 million.

Preferred Stock

The Company is authorized to issue up to 50,000,000 shares of preferred stock, of which it has classified and designated 12,796,000 as authorized shares of its Series A Preferred Stock, 120,000 as authorized shares of its Series B Preferred Stock, $0.01 par value per share (“Series B Preferred Stock”) and 11,536,000 as authorized shares of its Series C Preferred Stock as of March 31, 2023.

•The Company had 7,933,711 shares of its Series A Preferred Stock issued and outstanding as of both March 31, 2023 and December 31, 2022.

•No shares of Series B Preferred Stock were issued or outstanding as of March 31, 2023 or December 31, 2022.

•The Company had 4,595,175 shares of its Series C Preferred Stock issued and outstanding as of both March 31, 2023 and December 31, 2022.

ATM Program — Series A Preferred Stock

In May 2019, the Company established an “at the market” equity offering program for its Series A Preferred Stock (the “Series A Preferred Stock ATM Program”), which was last updated in August 2021, pursuant to which the Company may, from time to time, offer, issue and sell to the public, through sales agents, shares of the Series A Preferred Stock having an aggregate offering price of up to $200.0 million.

The Company did not sell any shares of its Series A Preferred Stock under the Series A Preferred Stock ATM Program during the three months ended March 31, 2023 or 2022.

25

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

ATM Program — Series C Preferred Stock

In January 2021, the Company established an “at the market” equity offering program for its Series C Preferred Stock (the “Series C Preferred Stock ATM Program”), which was last updated in August 2021, pursuant to which the Company may, from time to time, offer, issue and sell to the public, through sales agents, shares of the Series C Preferred Stock having an aggregate offering price of up to $200.0 million.

The Company did not sell any shares of its Series C Preferred Stock under the Series C Preferred Stock ATM Program during the three months ended March 31, 2023 or 2022.

Stockholder Rights Plan

In April 2020, the Company announced that its board of directors approved a stockholder rights plan (the “Plan”) to protect the long-term interests of the Company. The Company adopted the Plan due to the substantial volatility in the trading of the Company’s Class A common stock that resulted from the COVID-19 pandemic. The adoption of the Plan is intended to allow the Company to realize the long-term value of the Company’s assets by protecting the Company from the actions of third parties that the Company’s board of directors determines are not in the best interest of the Company. The Company’s Plan is designed to reduce the likelihood that any person or group (including a group of persons that are acting in concert with each other) would gain control of the Company through open market accumulation of stock by imposing significant penalties upon any person or group that acquires 4.9% or more of the outstanding shares of Class A common stock without the approval of the Company’s board of directors. In connection with the adoption of the Plan, the Company’s board of directors authorized a dividend of one preferred share purchase right for each outstanding share of Class A common stock to stockholders of record on April 23, 2020 to purchase from the Company one one-thousandth of a share of Series B Preferred Stock for an exercise price of $35.00 per one-thousandth of a share, once the rights become exercisable, subject to adjustment as provided in the related rights agreement. By the terms of the Plan, the rights will initially trade with Class A common stock and will generally only become exercisable on the 10th business day after the Company’s board of directors becomes aware that a person or entity has become the owner of 4.9% or more of the shares of Class A common stock or the commencement of a tender or exchange offer which would result in the offeror becoming an owner of 4.9% or more of the Class A common stock. In February 2021, the expiration date of these rights was extended to April 12, 2024 unless earlier exercised, exchanged, amended, redeemed or terminated.

Non-Controlling Interest

Non-controlling interests resulted from the issuance of 172,921 OP Units to an external party in conjunction with the Merger with American Realty Capital-Retail Centers of America, Inc. (“RCA”) in February 2017 (the “Merger”) and were originally recognized at fair value as of the effective time of the Merger on February 16, 2017.

In addition, under the 2021 OPP, the OP issued LTIP Units, which are also reflected as part of non-controlling interest. See Note 12 — Equity Based Compensation - Multi-Year Outperformance Agreement for more information regarding the LTIP Units and related accounting.

As of March 31, 2023 and December 31, 2022, non-controlling interest was comprised of the following components:

(In thousands)	March 31, 2023		December 31, 2022
Non-controlling interest attributable to LTIP Units	$	24,248	$	21,072
Non-controlling interest attributable to Class A Units	1,541		1,565
Total non-controlling interest	$	25,789	$	22,637

26

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Note 9 — Commitments and Contingencies

Lessee Arrangements - Ground Leases

The Company is a lessee in ground lease agreements for seven of its properties. The ground leases have lease durations, including assumed renewals, ranging from 14.8 years to 32.4 years as of March 31, 2023. The classification of these leases were grandfathered in by adoption of ASU 842, whereby they will continue to be classified as operating leases unless modified.

As of March 31, 2023, the Company’s balance sheet includes operating lease right-of-use assets and operating lease liabilities of $17.7 million and $19.1 million, respectively. In determining operating ROU assets and lease liabilities for the Company’s existing operating leases upon the initial adoption of the new lease guidance in 2019, as well as for new operating leases entered into after adoption, the Company estimated an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases. Because the terms of the Company’s ground leases are significantly longer than the terms of borrowings available to the Company on a fully-collateralized basis, the Company’s estimate of this rate required significant judgment. The Company did not enter into any additional ground leases during the three months ended March 31, 2023.

The Company’s operating ground leases have a weighted-average remaining lease term, including assumed renewals, of 25.9 years and a weighted-average discount rate of 7.5% as of March 31, 2023. For the three months ended March 31, 2023 and 2022, the Company paid cash of $0.4 million and $0.3 million, respectively, for amounts included in the measurement of lease liabilities and recorded expense of $0.5 million and $0.5 million, respectively. The lease expense is recorded on a straight-line basis in property operating expenses in the consolidated statements of operations.

The following table reflects the base cash rental payments due from the Company as of March 31, 2023:

(In thousands)	Future Base Rent Payments
2023 (remainder)	$	1,196
2024	1,560
2025	1,598
2026	1,628
2027	1,647
Thereafter	41,083
Total lease payments	48,712
Less: Effects of discounting	(29,602)
Total present value of lease payments	$	19,110

Litigation and Regulatory Matters

Merger Litigation

On October 26, 2018, Terry Hibbard, a purported stockholder of the Company, filed a putative class action complaint in New York State Supreme Court, New York County, against the Company, AR Global, the Advisor, both individuals who previously served as the Company’s chief executive officer and chair of the board of directors (the “Former Chairmen”), the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger (the “Hibbard Action”). All of the directors immediately prior to the Merger, except for David Gong, served as directors of the Company. The complaint alleged that the registration statement pursuant to which RCA shareholders acquired shares of the Company during the Merger contained materially incomplete and misleading information. The complaint asserted violations of Section 11 of the Securities Act of 1933, as amended (the “Securities Act”) against the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger, violations of Section 12(a)(2) of the Securities Act against the Company and the Company’s current chief executive officer, president and chair of the board of directors, and control person liability against the Advisor, AR Global and the Former Chairmen under Section 15 of the Securities Act. The complaint sought unspecified damages and rescission of the Company’s sale of stock pursuant to the registration statement.

27

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

On March 6, 2019, Susan Bracken, Michael P. Miller and Jamie Beckett, purported stockholders of the Company, filed a putative class action complaint in New York State Supreme Court, New York County, on behalf of themselves and others who purchased shares of common stock through the Company’s then effective distribution reinvestment plan, against the Company, AR Global, the Advisor, the Former Chairmen, the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger. The allegations, causes of action and remedies sought were similar to those in the Hibbard Action.

On April 30, 2019, Lynda Callaway, a purported stockholder of the Company, filed a putative class action complaint in New York State Supreme Court, New York County, against the Company, AR Global, the Advisor, the Former Chairmen, the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger. The allegations, causes of action and remedies sought were similar to those in the Hibbard Action.

On July 11, 2019, the New York State Supreme Court issued an order consolidating the three above-mentioned cases: Terry Hibbard, Bracken, and Callaway (the “Consolidated Cases”). The Court also stayed the Consolidated Cases pending a decision on the motions to dismiss in an action involving similar claims pending in the United States District Court for the Southern District of New York. Following the federal court’s decision dismissing that action on October 31, 2019, the plaintiffs filed an amended consolidated class action complaint in the Consolidated Cases seeking substantially similar remedies from the same defendants. The Company moved to dismiss the amended consolidated complaint on December 16, 2019. After the parties completed briefing on this motion, the United States Court of Appeals for the Second Circuit issued its decision affirming dismissal of the federal action. The plaintiffs moved to amend their complaint, purportedly to limit it to claims still viable in spite of the results of the federal action. The proposed second amended complaint no longer contains direct claims against the Company. Instead, the plaintiffs seek to pursue state law claims derivatively against the Advisor, AR Global, the Company’s initial chief executive officer and chair of the board of directors, the Company’s current directors and David Gong, a former director, with the Company as a nominal defendant. On December 20, 2021, the Court denied the plaintiffs’ motion to amend and dismissed the litigation. On January 26, 2022, the plaintiffs filed a notice of appeal from the Court’s decision. In a decision and order entered on March 9, 2023, the Supreme Court of the State of New York, Appellate Division, First Department, affirmed the dismissal of the complaint.

During the three months ended March 31, 2023, the Company incurred $0.1 million in litigation costs related to the above matters. No such amounts were incurred in the three months ended March 31, 2022. A portion of these litigation costs were subject to a claim for reimbursement under the insurance policies maintained by the Company (the “Policies”). There were no such reimbursements recorded during the three months ended March 31, 2023 or 2022. The Policies were subject to other claims that had priority over the Company’s claim for reimbursement, and have been exhausted.

Blackwells Litigation

On December 19, 2022, the Company filed a complaint against Blackwells Capital LLC (“Blackwells Capital”), an affiliate of Blackwells Onshore (together with Blackwells Capital, “Blackwells”), and certain others involved with Blackwells’ proxy solicitation (collectively the “Defendants”), captioned Global Net Lease, Inc. v. Blackwells Capital LLC, et al., No. 1:22-cv-10702 (Dec. 19, 2022), in the United States District Court for the Southern District of New York. The complaint alleges that Blackwells and the other Defendants violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by omitting or misstating material information in materials filed by the Defendants. The complaint seeks, among other things, to (i) declare that the proxy materials filed by Blackwells violate Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, (ii) order Blackwells and the other Defendants to publicly correct their material misstatements or omissions, (iii) enjoin Blackwells and the other Defendants from publishing any soliciting materials until each of them files corrective statements to address the material misstatements or omissions, and (iv) preliminarily and permanently enjoin Blackwells and the other Defendants from committing any further violations of federal securities law.

In addition, on December 19, 2022, Blackwells Onshore filed a complaint against the Company and another defendant captioned Blackwells Onshore I LLC v. Global Net Lease, Inc., et al., No. 24C22005195, in the Circuit Court of Maryland for Baltimore City. The complaint alleges that the Company committed a breach of contract and violated its duties under Maryland law by rejecting the purported nomination of two persons to the Company’s board proposed by Blackwells and various proposals which Blackwells seeks to have considered at the Company’s 2023 annual meeting of stockholders. The complaint seeks, among other things, (i) to enjoin the Company from interpreting its bylaws in a fashion that would preclude Blackwells Onshore from nominating two candidates for election to the Company’s board, (ii) to declare that the Company’s bylaws do not preclude Blackwells Onshore’s nominees or business proposals, (iii) to declare the previously announced Second Amendment to the Company’s bylaws void and unenforceable, (iv) to enjoin the Company from taking any steps to reject the nominations made by Blackwells Onshore and require the Company to count votes cast in favor of any of the persons nominated by

28

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Blackwells Onshore, and (v) unspecified damages for purported breach of the bylaws. The Company intends to vigorously defend against the claims.

On March 10, 2023, the Company filed a motion for a preliminary injunction seeking to enjoin Defendants from publishing any soliciting materials, or soliciting until they file corrective statements; and enjoining them from making false statements about the absence of any joint venture between Blackwells and Related. The Court denied the preliminary injunction motion on May 3, 2023. On May 4, 2023, the Company filed a notice of appeal with the Court of Appeals for the Second Circuit.

On April 21, Blackwells filed a motion in the Circuit Court of Maryland for Baltimore City for a preliminary injunction seeking to enjoin the Company from, among other things, (i) refusing to count votes in favor of Blackwells nominees; (ii) refusing to seat Blackwells’ nominees should they be elected; and (iii) communicating that Blackwells’ nominees are invalid or otherwise improperly nominated. The Company has filed its opposition to the preliminary injunction motion. The Court has not yet set a date for a hearing.

Other Litigation

There are no other material legal or regulatory proceedings pending or known to be contemplated against the Company.

Environmental Matters

In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company maintains environmental insurance for its properties that provides coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. As of March 31, 2023, the Company had not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on its financial position or results of operations.

Note 10 — Related Party Transactions and Arrangements

Fees and Participations Incurred in Connection with the Operations of the Company

Summary of Advisory Agreement

The initial term of the Advisory Agreement expires on April 29, 2035. This term is automatically renewed for successive 20-year terms upon expiration unless the Advisory Agreement is terminated (1) in accordance with an Internalization (as defined below), (2) by the Company or the Advisor with cause, without penalty, with 60 days’ notice, (3) by the Advisor for (a) a failure to obtain a satisfactory agreement for any successor to the Company to assume and agree to perform obligations under the Advisory Agreement or (b) any material breach of the Advisory Agreement of any nature whatsoever by the Company, or (4) by the Advisor in connection with a change of control of the Company. Upon the termination of the Advisory Agreement, the Advisor will be entitled to receive from the Company all amounts due to the Advisor, as well as the then-present fair market value of the Advisor’s interest in the Company.

The Advisory Agreement grants the Company the right to internalize the services provided under the Advisory Agreement (“Internalization”) and to terminate the Advisory Agreement pursuant to a notice received by the Advisor as long as (i) more than 67% of the Company’s independent directors have approved the Internalization; and (ii) the Company pays the Advisor an Internalization fee equal to (1) $15.0 million plus (2) either (x) if the Internalization occurs on or before December 31, 2028, the Subject Fees (as defined below) multiplied by 4.5 or (y) if the Internalization occurs on or after January 1, 2029, the Subject Fees multiplied by 3.5 plus (3) 1.0% multiplied by (x) the purchase price of properties or other investments acquired after the end of the fiscal quarter in which the notice of Internalization is received by the Advisor and prior to the Internalization and (y) without duplication, the cumulative net proceeds of any equity raised by the Company during the period following the end of the fiscal quarter in which notice is received and the Internalization. The “Subject Fees” are equal to (i) the product of four multiplied by the sum of (A) the actual base management fee (including both the fixed and variable portion thereof) plus (B) the actual variable management fee, in each of clauses (A) and (B), payable for the fiscal quarter in which the notice of Internalization is received by the Advisor, plus, (ii) without duplication, the annual increase in the base management fee resulting from the cumulative net proceeds of any equity raised in respect of the fiscal quarter in which the notice of Internalization is received by the Advisor. Up to 10% of the Internalization fee may be payable in shares of Class A common stock subject to certain conditions.

In-Sourced Expenses

The Advisor is reimbursed for costs it incurs in providing investment-related services, or “in-sourced expenses.” These in-sourced expenses may not exceed 0.5% of the contract purchase price of each acquired property or 0.5% of the amount

29

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

advanced for a loan or other investment. Additionally, the Company has paid and may continue to pay third party acquisition expenses. The aggregate amount of acquisition expenses, including in-sourced expenses, may not exceed 4.5% of the contract purchase price of the Company’s portfolio or 4.5% of the amount advanced for all loans or other investments and this threshold has not been exceeded through March 31, 2023.

The Company did not incur any acquisition expenses and related cost reimbursements for the three months ended March 31, 2023 and incurred $0.2 million of acquisition expenses and related cost reimbursements for the three months ended March 31, 2022.

Asset Management Fees and Incentive Management Fees

The Company pays the Advisor a base management fee, which includes a fixed and variable portion, and, if certain performance thresholds are met, an incentive variable management fee. Under the Advisory Agreement, the fixed portion of the base management fee is $24.0 million annually. If the Company acquires (whether by merger, consolidation or otherwise) any other REIT, that is advised by an entity that is wholly-owned, directly or indirectly, by AR Global, other than any joint venture, (a “Specified Transaction”), the fixed portion of the base management fee will be increased by an amount equal to the consideration paid for the acquired company’s equity multiplied by 0.0031 for the first year following the Specified Transaction, 0.0047 for the second year and 0.0062 thereafter. The variable portion of the base management fee is a monthly fee equal to one-twelfth of 1.25% of the cumulative net proceeds of any equity raised by the Company and its subsidiaries from and after the initial effective date of the Advisory Agreement on February 16, 2017. Base management fees, including the variable portion, are included in asset management fees to related party on the consolidated statements of operations. The Company incurred $8.0 million and $7.8 million during the three months ended March 31, 2023 and 2022, respectively, in asset management fees (including both the fixed and variable portion) and incentive management fees.

In addition, under the Advisory Agreement, the Company is required to pay the Advisor an incentive management fee equal to the product of (1) the fully diluted shares of common stock outstanding multiplied by (2) (x) 15.0% of the applicable quarter’s Core Earnings (as defined below) per share in excess of $0.275 per share plus (y) 10.0% of the applicable quarter’s Core Earnings per share in excess of $0.3125 per share, in each case as adjusted for changes in the number of shares of common stock outstanding. The definition of Adjusted Outstanding Shares (as defined in the Advisory Agreement), which is used to calculate Core Earnings per share, is based on the Company’s reported diluted weighted-average shares outstanding.

Core Earnings is defined as, for the applicable period, net income or loss computed in accordance with GAAP excluding non-cash equity compensation expense, the incentive management fee, acquisition and transaction related fees and expenses, financing related fees and expenses, depreciation and amortization, realized gains and losses on the sale of assets, any unrealized gains or losses or other non-cash items recorded in net income or loss for the applicable period, regardless of whether such items are included in other comprehensive loss, or in net income, one-time events pursuant to changes in GAAP and certain non-cash charges, impairment losses on real estate related investments and other than temporary impairments of securities, amortization of deferred financing costs, amortization of tenant inducements, amortization of straight-line rent, amortization of market lease intangibles, provision for loss loans, and other non-recurring revenue and expenses (in each case after discussions between the Advisor and the independent directors and the approval of a majority of the independent directors). The incentive management fee is payable to the Advisor or its assignees in cash or shares, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor and the value of any share to be determined by the Advisor acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. The Company did not incur any incentive management fees for the three months ended March 31, 2023 and 2022.

Property Management Fees

The Company has a property management agreement (the “Multi-Tenant Property Management Agreement”), a leasing agreement (the “Multi-Tenant Leasing Agreement”) and a net lease property management and leasing agreement (the “Net Lease Property Management Agreement”) with the Property Manager. The Multi-Tenant Property Management Agreement, the Multi-Tenant Leasing Agreement and the Net Lease Property Management Agreement each became effective on February 16, 2017. In connection with the Net Lease Mortgage Notes, the Issuers have entered into the Property Management and Servicing Agreement (as amended from time to time, the “ABS Property Management Agreement”), with the Property Manager, KeyBank National Association (“KeyBank”), as back-up property manager, and Citibank, N.A. as indenture trustee. See Note 4— Mortgage Notes Payable, Net for additional information regarding the Notes.

The Multi-Tenant Property Management Agreement provides that, unless a property is subject to a separate property management agreement with the Property Manager, the Property Manager is the sole and exclusive property manager for the Company’s multi-tenant properties, which are generally anchored, retail properties, such as power centers and lifestyle centers.

30

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

In December 2017, in connection with a $210.0 million mortgage loan secured by 12 of the Company’s retail properties, the Company entered into 12 identical property management agreements with the Property Manager, the substantive terms of which are substantially identical to the terms of the Multi-Tenant Property Management Agreement, except they do not provide for the transition fees described below.

The Multi-Tenant Property Management Agreement entitles the Property Manager to a management fee equal to 4.0% of the gross rental receipts from the multi-tenant properties, including common area maintenance reimbursements, tax and insurance reimbursements, percentage rental payments, utility reimbursements, late fees, vending machine collections, service charges, rental interruption insurance, and a 15.0% administrative charge for common area expenses.

In addition, the Property Manager is entitled to a one-time transition fee of up to $2,500 for each multi-tenant property managed, a construction fee equal to 6.0% of construction costs incurred, if any, and reimbursement of all expenses specifically related to the operation of a multi-tenant property, including compensation and benefits of property management, accounting, lease administration, executive and supervisory personnel of the Property Manager, and excluding expenses of the Property Manager’s corporate and general management office and excluding compensation and other expenses applicable to time spent on matters other than the multi-tenant properties.

Pursuant to the Multi-Tenant Leasing Agreement, the Company may, under certain circumstances and subject to certain conditions, pay the Property Manager a leasing fee for services in leasing multi-tenant properties to third parties.

The Company’s double- and triple-net leased single-tenant properties are managed by the Property Manager pursuant to the Net Lease Property Management Agreement, unless they are subject to a separate agreement with the Property Manager. The Net Lease Property Management Agreement permits the Property Manager to subcontract its duties to third parties and provides that the Company is responsible for all costs and expenses of managing the properties, except for general overhead and administrative expenses of the Property Manager.

In July 2020, in connection with the loan agreement with Column Financial, Inc., all but one of the Company’s borrower subsidiaries entered into a new property management and leasing agreement with the Property Manager with respect to all but one of the mortgaged properties, all of which are double- and triple-net leased single-tenant properties. The Company’s other double- and triple-net leased single-tenant properties, including the one mortgaged property excluded from the new property management and leasing agreement, are managed by the Property Manager pursuant to the Net Lease Property Management Agreement. The new property management and leasing agreement is identical to the Net Lease Property Management Agreement, except that the new property management and leasing agreement does not permit the Property Manager to subcontract its duties to third parties.

The initial term of the Net Lease Property Management Agreement ended on October 1, 2021, and has been and will be automatically renewed for successive one-year terms unless terminated 60 days prior to the end of a term or terminated for cause. The Multi-Tenant Property Management Agreement and the Multi-Tenant Leasing Agreement each expire on the later of (i) November 4, 2025 and (ii) the termination date of the Advisory Agreement. These agreements with the Property Manager may only be terminated for cause prior to the end of the term.

Additionally, during the second quarter of 2022, certain subsidiaries of the OP each entered into a property management agreement with the Property Manager in connection with debt assumptions related to the acquisition of the properties of the CIM Portfolio Acquisition. Each property management agreement entitles the Property Manager to a management fee equal to 4.0% of the gross rental receipts from the properties, including common area maintenance reimbursements, tax and insurance reimbursements, percentage rental payments, utility reimbursements, late fees, vending machine collections, service charges, rental interruption insurance, and a 15.0% administrative charge for common area expenses. In addition, under these property management agreements, the Property Manager is entitled to a construction fee equal to 6.0% of construction costs incurred, if any, and reimbursement of all expenses specifically related to the operation of a multi-tenant property, including compensation and benefits of property management, accounting, lease administration, executive and supervisory personnel of the Property Manager, and excluding expenses of the Property Manager’s corporate and general management office and excluding compensation and other expenses applicable to time spent on matters other than the properties.

Property Management and Services Agreement - Net Lease Mortgage Notes

Under the ABS Property Management Agreement, the Property Manager is responsible for servicing and administering the properties and leases securing the Net Lease Mortgage Notes under ordinary and special circumstances, and KeyBank, as the back-up property manager, is responsible for, among other things, maintaining current servicing records and systems for the assets securing the Net Lease Mortgage Notes in order to enable it to assume the responsibilities of the Property Manager in the

31

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

event the Property Manager is no longer the property manager and special servicer. Pursuant to the ABS Property Management Agreement, the Property Manager may also be required to advance principal and interest payments on the Net Lease Mortgage Notes to preserve and protect the value of the applicable assets. The Issuers are required to reimburse any of these payments or advances.

Pursuant to the ABS Property Management Agreement, as amended and restated in connection with the issuance of the 2021 Net Lease Mortgage Notes in June 2021, for all properties that are not specially serviced, the Issuers are required to pay the Property Manager a monthly fee equal to the product of (i) one-twelfth of 0.25% and (ii) the lower of (a) the aggregate allocated loan amounts and (b) the aggregate collateral value of the properties that are a part of the collateral pool. Prior to the amendment and restatement of the ABS Property Management Agreement, for all properties that were not specially serviced, the Issuers were required to pay the Property Manager a monthly fee equal to the product of (i) one-twelfth of 0.25%, and (ii) the aggregate allocated loan amounts of all the properties that serve as part of the collateral for the Net Lease Mortgage Notes. With respect to the specially serviced properties, the Property Manager is entitled to receive a workout fee or liquidation fee under certain circumstances based on 0.50% of applicable amounts recovered, as well as a monthly fee equal to the product of (i) one-twelfth of 0.75% and (ii) the lower of (a) the aggregate allocated loan amounts and (b) the aggregate collateral value of all the specially serviced properties that are part of the collateral pool. Prior to the amendment and restatement of the ABS Property Management Agreement, the monthly fee for specially serviced properties was equal to the product of (i) one-twelfth of 0.75%, and (ii) the aggregate allocated loan amounts of all the specially serviced properties that serve as part of the collateral pool for the Net Lease Mortgage Notes. The Property Manager has retained KeyBank as a sub-manager pursuant to a separate sub-management agreement pursuant to which KeyBank provides certain services that the Property Manager is required to provide as property manager under the ABS Property Management Agreement. Under the ABS Property Management Agreement, the Property Manager has agreed to waive (i) the portion of the monthly fee related to the properties that are not specially serviced that is in excess of the amount to be paid to KeyBank as sub-manager pursuant to the sub-management agreement, (ii) the workout fee, (iii) the liquidation fee and (iv) the monthly fee related to the properties that are specially serviced, although the Property Manager retains the right to revoke these waivers at any time. The Property Manager is also entitled to receive additional servicing compensation related to certain fees and penalties under the leases it is responsible for under the ABS Property Management Agreement.

The services provided by the Property Manager with respect to the double- and triple-net leased single-tenant properties in the collateral pool and related property management fees are separate and independent from the property management services the Property Manager has provided and will continue to provide with respect to those properties pursuant to the Net Lease Property Management Agreement.

Professional Fees and Other Reimbursements

The Company reimburses the Advisor’s costs of providing administrative services, including among other things, reasonable allocation of salaries and wages, benefits and overhead of employees of the Advisor or its affiliates, except for costs to the extent that the employees perform services for which the Advisor receives a separate fee. The reimbursement includes reasonable overhead expenses, including the reimbursement of an allocated portion of rent expense at certain properties that are both occupied by employees of the Advisor or its affiliates and owned by affiliates of the Advisor.

These reimbursements are included as part of Professional fees and other reimbursements in the table below and in general and administrative expense in the consolidated statements of operations. During the three months ended March 31, 2023 and 2022, the Company incurred $3.6 million and $2.7 million, respectively, (which includes $1.0 million and $0.5 million, respectively, of compensation and overhead costs related to the Multi-Tenant Property Management Agreement which is not subject to the Capped Reimbursement Amount under the Advisory Agreement, discussed below) of reimbursement expenses to the Advisor for providing administrative services.

Under the Advisory Agreement, the Company is required to reimburse the Advisor for a portion of the salary, wages, and benefits paid to the Company’s chief financial officer as part of the aggregate reimbursement for salaries, wages and benefits of employees of the Advisor or its affiliates, excluding any executive officer who is also a partner, member or equity owner of AR Global and subject to a limit on certain limitations.

The aggregate amount that may be reimbursed under the Advisory Agreement in each fiscal year for salaries, wages and benefits (excluding overhead) of employees of the Advisor or its affiliates (the “Capped Reimbursement Amount”) for each fiscal year is subject to a limit that is equal to the greater of: (a) a fixed component (the “Fixed Component”); and (b) a variable component (the “Variable Component”).

32

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Both the Fixed Component and the Variable Component increase by an annual cost of living adjustment equal to the greater of (x) 3.0% and (y) the CPI (as defined in the Advisory Agreement) for the prior year ended December 31. Initially, for the year ended December 31, 2019: (a) the annual Fixed Component was equal to $7.0 million; and (b) the Variable Component was equal to: (i) the sum of the total real estate investments, at cost as recorded on the balance sheet dated as of the last day of each fiscal quarter (the “Real Estate Cost”) in the year divided by four, which amount is then (ii) multiplied by 0.20%. As of March 31, 2023 and December 31, 2022, the annual Fixed Component was $8.1 million and $7.7 million, respectively.

If the Company sells real estate investments aggregating an amount equal to or more than 25% of Real Estate Cost in one or a series of related dispositions in which the proceeds of the disposition(s) are not reinvested in Investments (as defined in the Advisory Agreement), then within 12 months following the disposition(s), the Advisory Agreement requires the Advisor and the Company to negotiate in good faith to reset the Fixed Component; provided that if the proceeds of the disposition(s) are paid to stockholders of the Company as a special distribution or used to repay loans with no intent of subsequently refinancing and reinvesting the proceeds thereof in Investments, the Advisory Agreement requires these negotiations within 90 days thereof, in each case taking into account reasonable projections of reimbursable costs in light of the reduced assets of the Company.

Summary of Fees, Expenses and Related Payables

The following table details amounts incurred and payable to related parties in connection with the operations-related services described above as of and for the periods presented:

	Three Months Ended March 31,				Payable (Receivable) as of
(In thousands)	2023		2022		March 31, 2023		December 31, 2022
Non-recurring fees and reimbursements:
Acquisition cost reimbursements (1)	$	—	$	203	$	—	$	9
Ongoing fees:
Asset management fees to related party (2)	7,956		7,826		—		—
Property management and leasing fees (3)	4,545		1,914		1,441		1,302
Professional fees and other reimbursements (4)	4,118		3,294		125		527
Total related party operating fees and reimbursements	$	16,619	$	13,237	$	1,566	$	1,838

______

(1)Amounts included in acquisition and transaction related expenses in the consolidated statements of operations.

(2)There were no incentive management fees earned in these periods.

(3)Amounts included in property operating expenses in the consolidated statements of operations, with the exception of approximately $1.6 million and $0.3 million of leasing fees incurred in the three months ended March 31, 2023 and 2022, respectively, which were capitalized and are included in deferred costs, net in the consolidated balance sheets. A portion of leasing fees are ultimately paid to a third party. Property management fees increased significantly throughout the year ended December 31, 2022, related to fees on the CIM Portfolio Acquisition for each property acquired.

(4)Amounts included in general and administrative expense in the consolidated statements of operations. Includes amounts for directors’ and officers’ insurance.

Note 11 — Economic Dependency

Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting and legal services, human resources and information technology.

As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.

Note 12 — Equity-Based Compensation

Equity Plans

2018 Equity Plan

33

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Effective at the Listing, the Company’s board of directors adopted an equity plan for the Advisor (the “Advisor Plan”) and an equity plan for individuals (the “Individual Plan” and together with the Advisor Plan, the “2018 Equity Plan”). The Advisor Plan is substantially similar to the Individual Plan, except with respect to the eligible participants. Under the Individual Plan, the Company may only make awards to its directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. By contrast, under the Advisor Plan the Company may only make awards to the Advisor.

The 2018 Equity Plan succeeded and replaced the existing employee and director restricted share plan (the “RSP”). Following the effectiveness of the 2018 Equity Plan at the Listing, no further awards will be issued under the RSP; provided, however, that any outstanding awards under the RSP, such as unvested restricted shares held by the Company’s independent directors, remained outstanding in accordance with their terms and the terms of the RSP until all those awards are vested, forfeited, canceled, expired or otherwise terminated in accordance with their terms. The Company accounts for forfeitures when they occur. The 2018 Equity Plan permits awards of restricted shares, restricted stock units (“RSUs”), options, stock appreciation rights, stock awards, LTIP Units and other equity awards. The 2018 Equity Plan has a term of 10 years, expiring on July 19, 2028. Identical to the RSP, the number of shares of the Company’s capital stock available for awards under the 2018 Equity Plan, in the aggregate, is equal to 10.0% of the Company’s outstanding shares of common stock on a fully diluted basis at any time. Shares subject to awards under the Individual Plan reduce the number of shares available for awards under the Advisor Plan on a one-for-one basis and vice versa. If any awards granted under the 2018 Equity Plan are forfeited for any reason, the number of forfeited shares is again available for purposes of granting awards under the 2018 Equity Plan.

Restricted Shares

Restricted shares are shares of common stock awarded under terms that provide for vesting over a specified period of time. Holders of restricted shares may receive non-forfeitable cash dividends prior to the time that the restrictions on the restricted shares have lapsed. Any dividends to holders of restricted shares payable in shares of common stock are subject to the same restrictions as the underlying restricted shares. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested.

Prior to June 30, 2020, the Company only granted restricted shares to the Company’s directors. Since then, the Company has granted restricted shares to employees of the Advisor or its affiliates who are involved in providing services to the Company, including the Company’s chief financial officer, and certain consultants to the Company and the Advisor or its affiliates. No awards may be made to anyone who is also a partner, member or equity owner of the parent of the Advisor. No restricted shares were granted by the Company in the three months ended March 31, 2023.

The restricted shares granted to the Company’s directors vest on a straight-line basis over periods of one year to five years from the date of grant and provide for accelerated vesting of the portion of the unvested restricted shares scheduled to vest in the year of the recipient’s termination of his or her position as a director of the Company due to a voluntary resignation or failure to be re-elected to the Company’s board of directors following nomination therefor. All unvested restricted shares held by the Company’s directors also vest in the event of a Change of Control (as defined in the RSP or the Individual Plan) or a termination of a directorship without cause or as a result of death or disability.

The restricted shares granted to employees of the Advisor or its affiliates vest in 25% increments on each of the first four anniversaries of the grant date. Except in connection with a change in control (as defined in the award agreement) of the Company, any unvested restricted shares will be forfeited if the holder’s employment with the Advisor terminates for any reason. Upon a change in control of the Company, 50% of the unvested restricted shares will immediately vest and the remaining unvested restricted shares will be forfeited.

The following table reflects the activity of restricted shares for the three months ended March 31, 2023:

	Number of Shares of Common Stock	Weighted-Average Grant Price
Unvested, December 31, 2022	508,677	$	7.93
Granted	—	—
Vested	—	—
Forfeited	—	—
Unvested, March 31, 2023	508,677	$	7.93

34

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

As of March 31, 2023, the Company had $2.2 million of unrecognized compensation cost related to unvested restricted share awards granted, which is expected to be recognized over a weighted-average period of 2.7 years.

The fair value of restricted shares are expensed in accordance with the service period required. Compensation expense related to restricted shares is included in equity-based compensation on the accompanying consolidated statements of operations. Compensation expense related to restricted shares was approximately $0.4 million and $0.3 million for the three months ended March 31, 2023 and 2022, respectively.

Restricted Stock Units

RSUs represent a contingent right to receive shares of common stock at a future settlement date, subject to satisfaction of applicable vesting conditions and other restrictions, as set forth in the RSP and an award agreement evidencing the grant of RSUs. RSUs may not, in general, be sold or otherwise transferred until restrictions are removed and the rights to the shares of common stock have vested. Holders of RSUs do not have or receive any voting rights with respect to the RSUs or any shares underlying any award of RSUs, but such holders are generally credited with dividend or other distribution equivalents which are subject to the same vesting conditions and other restrictions as the underlying RSUs and only paid at the time such RSUs are settled in shares of common stock. The Company has not granted any RSUs, and no unvested RSUs were outstanding for the three months ended March 31, 2023 or 2022.

Multi-Year Outperformance Agreements

2021 OPP

On May 4, 2021, the Company’s independent directors authorized an award of LTIP Units under the 2021 OPP which was entered into on July 21, 2021. Based on a maximum award value of $72.0 million and the Initial Share Price of $8.4419, which was determined on July 20, 2021, the Advisor was granted a total of 8,528,885 LTIP Units pursuant to the 2021 OPP. These LTIP Units may be earned and become vested based on the Company’s total shareholder return (“TSR”), including both share price appreciation and reinvestment of Class A common stock dividends, compared to the Initial Share Price over a performance period commencing on July 20, 2021 and ending on the earliest of (i) July 20, 2024, (ii) the effective date of any Change of Control (as defined in the Advisor Plan) and (iii) the effective date of any termination of the Advisor’s services as the Company’s advisor.

The amortization of the fair value of the LTIP Units that were granted will be recorded evenly over the requisite service period which is approximately 38.5 months from May 4, 2021, the date that the Company’s independent board of directors approved the award of LTIP Units under the 2021 OPP, through July 20, 2024, the end of the performance period.

Compensation Expense - 2021 OPP

During the three months ended March 31, 2023 and 2022, the Company recorded equity-based compensation expense related to the LTIP Units of $3.2 million in each period. These expenses are recorded in equity-based compensation in the unaudited consolidated statements of operations. As of March 31, 2023, the Company had $16.6 million of unrecognized compensation expense related to the LTIP Units awarded under the 2021 OPP which is expected to be recognized over a period of 1.3 years.

LTIP Units Distributions/Redemptions

The rights of the Advisor as the holder of the LTIP Units are governed by the terms of the LTIP Units set forth in the agreement of limited partnership of the OP. Holders of LTIP Units are entitled to distributions on the LTIP Units equal to 10% of the distributions made per Class A Unit (other than distributions of sale proceeds) until the LTIP Units are earned. Distributions paid on a Class A Unit are equal to dividends paid on a share of Class A common stock. Distributions paid on LTIP Units are not subject to forfeiture, even if the LTIP Units are ultimately forfeited. The Advisor is entitled to a priority catch-up distribution on each earned LTIP Unit equal to 90% of the aggregate distributions paid on Class A Units during the applicable performance period. Any LTIP Units that are earned become entitled to receive the same distributions paid on Class A Units. If and when the Advisor’s capital account with respect to an earned LTIP Unit is equal to the capital account balance of a Class A Unit, the Advisor, as the holder of the earned LTIP Unit, in its sole discretion, is entitled to convert the LTIP Unit into a Class A Unit, which may in turn be redeemed on a one-for-one basis for, at the Company’s election, a share of Class A common stock or the cash equivalent thereof.

The Company paid distributions on LTIP Units of $0.2 million for both the three months ended March 31, 2023 and 2022. These amounts are recorded in the Company’s consolidated statements of changes in equity.

Performance Measures

35

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

As indicated above, on July 19, 2021, at the end of the performance period, the compensation committee of the Company’s board of directors determined that none of the 4,496,796 LTIP Units under the 2018 OPP had been earned. These LTIP Units were thus automatically forfeited effective as of July 19, 2021, without the payment of any consideration by the Company or the OP.

With respect to one-half of the LTIP Units granted under the 2021 OPP, the number of LTIP Units that become earned (if any) will be determined as of the last day of the performance period based on the Company’s achievement of absolute TSR levels as shown in the table below.

Performance Level	Absolute TSR				Percentage of LTIP Units Earned		Number of LTIP Units Earned
Below Threshold	Less than	18	%		0	%	0
Threshold		18	%		25	%	1,066,110.625
Target		24	%		50	%	2,132,221.250
Maximum		36	%	or higher	100	%	4,264,442.500

If the Company’s absolute TSR is more than 18% but less than 24%, or more than 24% but less than 36%, the number of LTIP Units that become earned is determined using linear interpolation as between those tiers, respectively.

With respect to the remaining one-half of the LTIP Units granted under the 2021 OPP, the number of LTIP Units that become earned (if any) will be determined as of the last day of the performance period based on the difference (expressed in terms of basis points, whether positive or negative, as shown in the table below) between the Company’s absolute TSR on the last day of the performance period relative to the average TSR of a peer group (consisting of Broadstone Net Lease, Inc., Office Properties Income Trust, RPT Realty and Spirit Realty Capital, Inc.) as of the last day of the performance period as follows:

Performance Level	Relative TSR Excess			Percentage of LTIP Units Earned		Number of LTIP Units Earned
Below Threshold	Less than	-600	Basis points	0	%	0
Threshold		-600	Basis points	25	%	1,066,110.625
Target		0	Basis points	50	%	2,132,221.250
Maximum		+600	Basis points	100	%	4,264,442.500

If the relative TSR excess is more than -600 basis points but less than zero basis points, or more than zero basis points but less than +600 basis points, the number of LTIP Units that become earned is determined using linear interpolation as between those tiers, respectively.

Other Terms

In the case of a Change of Control or a termination of the Advisor without Cause (as defined in the Advisory Agreement), the number of LTIP Units that become earned will be calculated based on actual performance through the last trading day prior to the effective date of the Change of Control or termination (as applicable), with the hurdles for calculating absolute TSR prorated to reflect a performance period of less than three years but without prorating the number of LTIP Units that may become earned to reflect the shortened performance period.

In the case of a termination of the Advisor for Cause, the number of LTIP Units that become earned will be calculated based on actual performance through the last trading day prior to the effective date of the termination, with the hurdles for calculating absolute TSR and the number of LTIP Units that may become earned each prorated to reflect a performance period of less than three years.

Pursuant to the terms of the Advisor Plan, the LTIP Units will be administered by the Company’s board or a committee thereof, defined as the “Committee” in the Advisor Plan. Promptly following the performance period, the Committee will, except in certain circumstances, determine the number of LTIP Units earned (if any) based on calculations prepared by an independent consultant engaged by the Committee and as approved by the Committee in its reasonable and good faith discretion. The Committee also must approve the transfer of any LTIP Units or any Class A Units into which LTIP Units may be converted in accordance with the terms of the agreement of limited partnership of the OP. Any LTIP Units that are not earned will automatically be forfeited effective as of the end of the performance period and neither the Company nor the OP will be required to pay any future consideration in respect thereof.

36

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Director Compensation

Under the current director compensation program, on a regular basis, each independent director receives an annual cash retainer of $60,000 and, in connection with each of the Company’s annual meetings of stockholders, a grant of $85,000 in restricted shares, vesting on the one-year anniversary of the annual meeting.

The lead independent director receives an additional annual cash retainer of $100,000, the chair of the audit committee of the Company’s board of directors receives an additional annual cash retainer of $30,000, each other member of the audit committee receives an additional annual cash retainer of $15,000, the chair of each of the compensation committee and the nominating and corporate governance committee of the Company’s board of directors receives an additional annual cash retainer of $15,000, and each other member of each of the compensation committee and the nominating and corporate governance committee receives an additional annual cash retainer of $10,000.

Other Equity-Based Compensation

The Company may issue common stock in lieu of cash to pay fees earned by the Company’s directors at each director’s election. If the Company did so, there would be no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. There were no shares of common stock issued to directors in lieu of cash compensation during the three months ended March 31, 2023 and 2022.

Note 13 — Net (Loss) Income Per Share

The following table sets forth the basic and diluted net loss per share computations:

	Three Months Ended March 31,
(In thousands, except share and per share amounts)	2023		2022
Net (loss) income attributable to common stockholders	$	(18,757)	$	39,934
Adjustments to net (loss) income for common share equivalents	(326)		(206)
Adjusted net (loss) income attributable to common stockholders	$	(19,083)	$	39,728
Weighted-average shares outstanding — Basic	133,715,627		128,640,845
Weighted-average shares outstanding — Diluted	133,715,627		130,048,111
Net (loss) income per share attributable to common stockholders — Basic and Diluted	$	(0.14)	$	0.31

Under current authoritative guidance for determining earnings per share, all unvested share-based payment awards that contain non-forfeitable rights to distributions are considered to be participating securities and therefore are included in the computation of earnings per share under the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The Company’s unvested restricted shares, Class A Units and unearned LTIP Units contain rights to receive distributions considered to be non-forfeitable, except in certain limited circumstances, and therefore the Company applies the two-class method of computing earnings per share. The calculation of earnings per share above excludes the distributions to the unvested restricted shares, Class A Units and the unearned LTIP Units that were issued under the 2021 OPP from the numerator.

Diluted net income per share assumes the conversion of all common stock share equivalents into an equivalent number of shares of common stock, unless the effect is antidilutive. The Company considers unvested restricted shares, Class A Units and unvested LTIP Units to be common share equivalents. The following table shows common share equivalents on a weighted average basis that were excluded from the calculation of diluted earnings per share as their effect would have been antidilutive for the periods presented:

37

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

	Three Months Ended March 31,
	2023	2022
Unvested restricted shares (1)	508,677	422,218
Class A Units (2)	172,921	172,921
2021 LTIP Units (3)	8,528,885	7,121,619
Total	9,210,483	7,716,758

_______

(1)Weighted-average number of unvested restricted shares outstanding for the periods presented. There were 508,677 and 422,108 unvested restricted shares outstanding as of March 31, 2023 and 2022, respectively.

(2)Weighted-average number of Class A Units outstanding for the periods presented. There were 172,921 Class A Units outstanding as of March 31, 2023 and 2022.

(3)Weighted-average number of 2021 LTIP Units outstanding for the periods presented. There were 8,528,885 2021 LTIP Units outstanding as of March 31, 2023 and 2022. For more information see Note 12 — Equity-Based Compensation. Under the relative TSR portion of the 2021 OPP award, 1,407,266 LTIP Units would have been issued had March 31, 2022 been the end of the measurement period and these units were included in the calculation for diluted EPS purposes.

If dilutive, conditionally issuable shares relating to the 2021 OPP award would be included, as applicable, in the computation of fully diluted earnings per share on a weighted-average basis for the three months ended March 31, 2023 and 2022 based on shares that would be issued if the applicable balance sheet date was the end of the measurement period.

No LTIP Unit share equivalents were included in the computation for the three ended March 31, 2023 because (i) no LTIP Units would have been earned based on the trading price of Class A common stock including any cumulative dividends paid (since inception of the 2021 OPP) at March 31, 2023 or (ii) the Company recorded a net loss attributable to common stockholders for the period, thus any shares conditionally issuable under the LTIP Units would be antidilutive.

Under the relative TSR portion of the 2021 OPP award, 1,407,266 LTIP Units would have been issued had March 31, 2022 been the end of the measurement period, and the Company recorded net income attributable to common stockholders for the period. Accordingly, these 1,407,266 LTIP Units were included in the calculation for diluted EPS purposes.

Note 14 - Segment Reporting

As of March 31, 2023, the Company concluded it operates in two reportable segments consistent with its current management internal financial reporting purposes: single-tenant properties and multi-tenant properties. The Company evaluates performance and make resource allocations based on its two business segments.

Net Operating Income

The Company evaluates the performance of the combined properties in each segment based on net operating income (“NOI”). NOI is defined as total revenues from tenants, less property operating and maintenance expense. NOI excludes all other items of expense and income included in the financial statements in calculating net (loss) income. The Company uses NOI to assess and compare property level performance and to make decisions concerning the operation of the properties. The Company believes that NOI is useful as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis, providing perspective not immediately apparent from net (loss) income.

NOI excludes certain components from net (loss) income in order to provide results that are more closely related to a property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by the Company may not be comparable to NOI reported by other REITs that define NOI differently. The Company believes that in order to facilitate a clear understanding of the Company’s operating results, NOI should be compared with net (loss) income prepared in accordance with GAAP and as presented in the Company’s consolidated financial statements. NOI should not be considered as an alternative to net (loss) income as an indication of the Company’s performance or to cash flows as a measure of the Company’s liquidity or ability to pay distributions.

The following table reconciles the segment activity to consolidated net loss (income) for the three months ended March 31, 2023 and 2022:

38

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

	Three Months Ended March 31, 2023						Three Months Ended March 31, 2022
(In thousands)	Single-Tenant Properties		Multi-Tenant Properties		Consolidated		Single-Tenant Properties		Multi-Tenant Properties		Consolidated
Revenue from tenants	$	46,166	$	67,428	$	113,594	$	53,282	$	41,661	$	94,943
Property operating expense	4,450		22,463		26,913		3,924		15,215		19,139
NOI	$	41,716	$	44,965	86,681		$	49,358	$	26,446	75,804
Asset management fees to related party					(7,956)						(7,826)
Impairment of real estate investments					—						(5,942)
Acquisition, transaction and other costs					(565)						(279)
Equity-based compensation					(3,567)						(3,498)
General and administrative					(10,492)						(6,833)
Depreciation and amortization					(54,182)						(37,688)
Gain on sale of real estate investments					11,792						53,569
Interest expense					(34,675)						(23,740)
Other income					27						18
Gain on non-designated derivatives					—						2,250
Net loss (income) attributable to non-controlling interests					17						(64)
Allocation for preferred stock					(5,837)						(5,837)
Net loss (income) attributable to common stockholders					$	(18,757)					$	39,934

The following table reconciles the segment activity to consolidated total assets as of the periods presented:

(In thousands)	March 31, 2023		December 31, 2022
ASSETS
Investments in real estate, net:
Single-tenant properties	$	1,798,895	$	1,880,418
Multi-tenant properties	2,419,248		2,442,945
Total investments in real estate, net	4,218,143		4,323,363
Cash and cash equivalents	43,095		70,795
Restricted cash	19,422		17,956
Deferred costs, net	23,864		22,893
Straight-line rent receivable	67,332		66,657
Operating lease right-of-use assets	17,713		17,839
Prepaid expenses and other assets	67,824		66,551
Total assets	$	4,457,393	$	4,586,054

The following table reconciles capital expenditures by reportable business segment, excluding corporate non-real estate expenditures, for the periods presented:

39

THE NECESSITY RETAIL REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

	Three Months Ended March 31,
(In thousands)	2023 (1)		2022
Single-tenant properties	$	67	$	208
Multi-tenant properties	2,533		3,249
Total capital expenditures	$	2,600	$	3,457

(1)Excludes $6.4 million of accrued capital expenditures as of December 31, 2022 which was paid in the three months ended March 31, 2023.

Note 15 — Subsequent Events

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there were not any material events that have occurred that would require adjustments to, or disclosures in, the consolidated financial statements except those stated below:

Dispositions Subsequent to March 31, 2023

Subsequent to March 31, 2023, the Company disposed of one property for a contract sales price of $1.1 million. This property was formerly part of the asset pool comprising the borrowing base under the Credit Facility.

Mortgage Note Repayments and Credit Facility Borrowings Subsequent to March 31, 2023

In April 2023, the Company fully repaid its “Assumed Multi-Tenant Mortgage III” and “Assumed Multi-Tenant Mortgage IV” mortgage notes, both of which were scheduled for repayment in April 2023. These mortgage notes had an aggregate balance of $58.8 million as of March 31, 2023. The Company repaid these mortgage notes with draws of $50.0 million under its Credit Facility. Of the seven total properties formerly encumbered under these mortgage notes, six were added to the asset pool comprising the borrowing base under the Credit Facility. The Company also separately drew $18.0 million on its Credit Facility for general corporate purposes in April 2023.

In May 2023, the Company fully repaid its “The Plant” mortgage note, which was scheduled for repayment in May 2023. This mortgage note had a gross balance of $123.0 million as of March 31, 2023. The Company repaid this mortgage note with a draw of $123.0 million under its Credit Facility. The property formerly encumbered under this mortgage note was added to the asset pool comprising the borrowing base under the Credit Facility.

After these draws and net property additions to the asset pool comprising the borrowing base under the Credit Facility, the Company had $639.0 million outstanding on its Credit Facility and $28.2 million remained available for future borrowings.

Credit Facility Amendment

In April 2023, the Company amended its Credit Facility to utilize a SOFR-based interest rate on all of its borrowings thereunder.

Lease Terminations

Subsequent to March 31, 2023, four single-tenant leases with a Burger King franchisee were terminated in bankruptcy proceedings.

40

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of The Necessity Retail REIT, Inc. and the notes thereto. As used herein, the terms “Company,” “we,” “our” and “us” refer to The Necessity Retail REIT, Inc., a Maryland corporation, including, as required by context, The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership, which we refer to as the “OP,” and its subsidiaries. We are externally managed by The Necessity Retail Advisors, LLC (our “Advisor”), a Delaware limited liability company.

Forward-Looking Statements

Certain statements included in this Quarterly Report on Form 10-Q are forward-looking statements, including statements regarding the intent, belief or current expectations of us, our Advisor and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements are set forth under “Risk Factors” and “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2022.

Overview

We are an externally managed real estate investment trust for U.S. federal income tax purposes (“REIT”) focusing on acquiring and managing a diversified portfolio of primarily necessity-based retail single-tenant and multi-tenant properties in the United States. As of March 31, 2023, we owned 1,039 properties, comprised of 27.6 million rentable square feet, which were 92.6% leased, including 930 single-tenant net-leased commercial properties (892 of which are retail properties) and 109 multi-tenant retail properties. Based on annualized rental income on a straight-line basis as of March 31, 2023, the total single-tenant properties comprised 47% of our total portfolio and were 67% leased to service retail tenants, and the total multi-tenant properties comprised 53% of our portfolio, and were 42% leased to experiential retail tenants, defined as tenants in the restaurant, discount retail, entertainment, salon/beauty and grocery store sectors, among others.

Substantially all of our business is conducted through the OP and its wholly-owned subsidiaries. Our Advisor manages our day-to-day business with the assistance of our property manager, Necessity Retail Properties, LLC (the “Property Manager”). The Advisor and the Property Manager are under common control with AR Global Investments, LLC (“AR Global”) and these related parties receive compensation and fees for providing services to us. We also reimburse these entities for certain expenses they incur in providing these services to us.

On December 17, 2021, we signed a purchase and sale agreement to acquire 79 multi-tenant retail centers and two single-tenant properties for an aggregate contract purchase price of $1.3 billion (the “CIM Portfolio Acquisition”). The CIM Portfolio Acquisition was accounted for as an asset acquisition. The acquisition closed in multiple transactions from February 2022 through July 2022, and the consideration included cash (including cash sourced from borrowings under the Credit Facility, as defined below), assumption of existing mortgage debt securing certain of the properties and the issuance of shares of our Class A common stock.

We closed on the properties of the CIM Portfolio Acquisition in multiple stages as follows:

•In the three months ended March 31, 2022, we closed on the acquisition of 56 properties of the CIM Portfolio Acquisition for an aggregate contract purchase price of $801.1 million which was funded by $728.4 million in cash, including $378.0 million of borrowings under our Credit Facility, the assumption of $19.3 million of existing mortgage debt and the issuance of $50.0 million in fair value at issuance ($53.4 million in contractual value) of our Class A common stock to certain subsidiaries of the CIM Real Estate Finance Trust, Inc. (the “Sellers”), at its closing value on the respective closing dates on which the common stock was issued.

•In the three months ended June 30, 2022, we closed on 24 additional properties from the CIM Portfolio Acquisition for an aggregate contract purchase price of $452.8 million in three closings. The acquisitions were funded with the assumption of $294.5 million of fixed-rate mortgage debt, $128.2 million of $135.0 million of borrowings under the Credit Facility, the application of $23.8 million of our $40.0 million deposit and the remainder with cash on hand. The assumed mortgages bear stated interest rates between 3.65% and 4.62% and mature between April 2023 and September 2033.

41

•In the three months ended September 30, 2022, we closed on the one remaining property from the CIM Portfolio Acquisition for a contract purchase price of $71.1 million. The acquisition was funded with the assumption of $39.0 million of fixed-rate mortgage debt, the application of the remaining $16.2 million of our $40.0 million deposit, and the remainder with cash on hand (including $6.8 million of previous borrowings under the Credit Facility). The assumed mortgage bears a stated interest rate of 4.05% and matures in May 2024.

•The aggregate contract purchase prices above do not include contingent consideration relating to leasing activity at each respective acquired property for a six-month period subsequent to the respective closing dates of each acquired property. During the year ended December 31, 2022, we paid $59.3 million for such contingent consideration with cash on hand. As of December 31, 2022, we had accrued $6.7 million of contingent consideration based on leases executed prior to December 31, 2022. During the three months ended March 31, 2023, we accrued an additional $5.5 million based on leases executed after December 31, 2022. All accrued amounts were paid in the three months ended March 31, 2023, and no further contingent consideration is expected to be paid under the terms of the contract.

For our purposes, tenants that are considered “investment grade” include both tenants (or lease guarantors) with actual investment grade ratings or tenants with “implied” investment grade ratings. Implied investment grade may include the actual rating of a tenant’s parent or the guarantor of the parent (regardless of whether the parent has guaranteed the tenant’s obligation under the lease) or tenants that are identified as investment grade by using a proprietary Moody’s analytical tool which generates an implied rating by measuring an entity’s probability of default. Based on annualized rental income on a straight-line basis as of March 31, 2023, approximately 58.4% of the tenants in our single-tenant portfolio were considered “investment grade” consisting of 43.4% with actual investment grade ratings and 15.0% with implied investment grade ratings, and approximately 36.4% of the anchor tenants in our multi-tenant portfolio were considered “investment grade” consisting of 29.7% with actual investment grade ratings and 6.7% with implied investment grade ratings.

Impacts of the COVID-19 Pandemic

During the first quarter of 2020, the global COVID-19 pandemic that spread around the world and to every state in the United States commenced. As a result, we experienced delays in rent collections in the second, third and fourth quarters of 2020 and the first quarter of 2021. We did not experience any material delays in the receipt of rental payments during the year ended December 31, 2022 or the three months ended March 31, 2023. We took a proactive approach to achieve mutually agreeable solutions with our tenants and in some cases, in the second, third and fourth quarters of 2020 and throughout 2021, we executed several types of lease amendments. These amendments included deferrals and abatements and also included extensions to the term of the leases. We did not execute any COVID-19-related deferrals or abatements during the year ended December 31, 2022 or the three months ended March 31, 2023. We have substantially collected all amounts of previously deferred rent.

Significant Accounting Estimates and Critical Accounting Policies

For a discussion about our significant accounting estimates and critical accounting policies, see the “Significant Accounting Estimates and Critical Accounting Policies” section of our 2022 Annual Report on Form 10-K. Except for those required by new accounting pronouncements discussed below, there have been no material changes from these significant accounting estimates and critical accounting policies.

Recently Issued Accounting Pronouncements

Please see Note 2 — Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements to our consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion.

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Properties

The following table represents certain additional information about the properties we owned at March 31, 2023:

Portfolio	Segment	Acquisition Date	Number of Properties	Rentable Square Feet (In thousands)	Remaining Lease Term (1)	Percentage Leased
Dollar General I	Single-Tenant	Apr 2013; May 2013	2	18	5.1	100.0%
Walgreens I	Single-Tenant	Jul 2013	1	10	14.5	100.0%
Dollar General II	Single-Tenant	Jul 2013	2	18	5.2	100.0%
AutoZone I	Single-Tenant	Jul 2013	1	8	4.3	100.0%
Dollar General III	Single-Tenant	Jul 2013	5	46	5.1	100.0%
BSFS I	Single-Tenant	Jul 2013	1	9	0.8	100.0%
Dollar General IV	Single-Tenant	Jul 2013	2	18	5.9	100.0%
Tractor Supply I	Single-Tenant	Aug 2013	1	19	4.7	100.0%
Dollar General V	Single-Tenant	Aug 2013	1	12	4.8	100.0%
Mattress Firm I	Single-Tenant	Aug 2013; Nov 2013; Feb 2014; Mar 2014; Apr 2014	5	24	3.7	100.0%
Family Dollar I	Single-Tenant	Aug 2013	1	8	—	100.0%
Lowe's I	Single-Tenant	Aug 2013	5	671	19.4	100.0%
O'Reilly Auto Parts I	Single-Tenant	Aug 2013	1	11	7.3	100.0%
Food Lion I	Single-Tenant	Aug 2013	1	45	6.6	100.0%
Family Dollar II	Single-Tenant	Aug 2013	1	8	0.2	100.0%
Walgreens II	Single-Tenant	Aug 2013	1	14	10.0	100.0%
Dollar General VI	Single-Tenant	Aug 2013	1	9	2.9	100.0%
Dollar General VII	Single-Tenant	Aug 2013	1	9	5.0	100.0%
Family Dollar III	Single-Tenant	Aug 2013	1	8	4.5	100.0%
Chili's I	Single-Tenant	Aug 2013	2	13	2.7	100.0%
CVS I	Single-Tenant	Aug 2013	1	10	2.8	100.0%
Joe's Crab Shack I	Single-Tenant	Aug 2013	1	8	4.0	100.0%
Dollar General VIII	Single-Tenant	Sep 2013	1	9	5.3	100.0%
Tire Kingdom I	Single-Tenant	Sep 2013	1	7	2.0	100.0%
AutoZone II	Single-Tenant	Sep 2013	1	7	10.2	100.0%
Family Dollar IV	Single-Tenant	Sep 2013	1	8	0.2	100.0%
Fresenius I	Single-Tenant	Sep 2013	1	6	2.3	100.0%
Dollar General IX	Single-Tenant	Sep 2013	1	9	2.1	100.0%
Advance Auto I	Single-Tenant	Sep 2013	1	11	8.3	100.0%
Walgreens III	Single-Tenant	Sep 2013	1	15	3.0	100.0%
Walgreens IV	Single-Tenant	Sep 2013	1	14	1.5	100.0%
CVS II	Single-Tenant	Sep 2013	1	16	13.8	100.0%
Arby's I	Single-Tenant	Sep 2013	1	3	5.3	100.0%
Dollar General X	Single-Tenant	Sep 2013	1	9	5.0	100.0%
AmeriCold I	Single-Tenant	Sep 2013	9	1,407	4.5	100.0%
Home Depot I	Single-Tenant	Sep 2013	2	1,315	3.8	100.0%
New Breed Logistics I	Single-Tenant	Sep 2013	1	390	3.8	100.0%
Truist Bank I	Single-Tenant	Sep 2013	16	86	5.2	97.2%
National Tire & Battery I	Single-Tenant	Sep 2013	1	11	0.7	100.0%
Circle K I	Single-Tenant	Sep 2013	19	55	5.6	100.0%
Walgreens V	Single-Tenant	Sep 2013	1	14	4.4	100.0%
Walgreens VI	Single-Tenant	Sep 2013	1	15	6.1	100.0%
FedEx Ground I	Single-Tenant	Sep 2013	1	22	5.2	100.0%
Walgreens VII	Single-Tenant	Sep 2013	8	113	6.3	100.0%
O'Charley's I	Single-Tenant	Sep 2013	20	135	8.6	100.0%
Krystal I	Single-Tenant	Sep 2013	5	11	6.5	100.0%
1st Constitution Bancorp I	Single-Tenant	Sep 2013	1	3	0.8	100.0%
Tractor Supply II	Single-Tenant	Oct 2013	1	23	0.5	100.0%

43

Portfolio	Segment	Acquisition Date	Number of Properties	Rentable Square Feet (In thousands)	Remaining Lease Term (1)	Percentage Leased
National Tire & Battery II	Single-Tenant	Oct 2013	1	7	9.2	100.0%
Tractor Supply III	Single-Tenant	Oct 2013	1	19	5.1	100.0%
Verizon Wireless	Single-Tenant	Oct 2013	1	4	6.5	100.0%
Dollar General XI	Single-Tenant	Oct 2013	1	9	4.1	100.0%
Talecris Plasma Resources I	Single-Tenant	Oct 2013	1	22	5.0	100.0%
Amazon I	Single-Tenant	Oct 2013	1	79	0.3	100.0%
Fresenius II	Single-Tenant	Oct 2013	2	16	4.4	100.0%
Dollar General XII	Single-Tenant	Nov 2013; Jan 2014	2	18	5.7	100.0%
Dollar General XIII	Single-Tenant	Nov 2013	1	9	8.7	100.0%
Advance Auto II	Single-Tenant	Nov 2013	2	14	8.3	100.0%
FedEx Ground II	Single-Tenant	Nov 2013	1	49	5.3	100.0%
Burger King I (3)	Single-Tenant	Nov 2013	41	169	15.0	79.2%
Dollar General XIV	Single-Tenant	Nov 2013	3	27	5.2	100.0%
Dollar General XV	Single-Tenant	Nov 2013	1	9	5.6	100.0%
FedEx Ground III	Single-Tenant	Nov 2013	1	24	0.4	100.0%
Dollar General XVI	Single-Tenant	Nov 2013	1	9	2.7	100.0%
Family Dollar V	Single-Tenant	Nov 2013	1	8	5.0	100.0%
CVS III	Single-Tenant	Dec 2013	1	11	0.8	100.0%
Mattress Firm III	Single-Tenant	Dec 2013	1	5	5.3	100.0%
Arby's II	Single-Tenant	Dec 2013	1	4	5.1	100.0%
Family Dollar VI	Single-Tenant	Dec 2013	2	17	0.7	100.0%
SAAB Sensis I	Single-Tenant	Dec 2013	1	91	2.0	100.0%
Citizens Bank I	Single-Tenant	Dec 2013	9	31	8.2	100.0%
Truist Bank II	Single-Tenant	Jan 2014	8	49	6.0	100.0%
Mattress Firm IV	Single-Tenant	Jan 2014	1	5	1.4	100.0%
FedEx Ground IV	Single-Tenant	Jan 2014	1	59	5.3	100.0%
Mattress Firm V	Single-Tenant	Jan 2014	1	6	0.6	100.0%
Family Dollar VII	Single-Tenant	Feb 2014	1	8	1.3	100.0%
Aaron's I	Single-Tenant	Feb 2014	1	8	0.4	100.0%
AutoZone III	Single-Tenant	Feb 2014	1	7	10.0	100.0%
Advance Auto III	Single-Tenant	Feb 2014	1	6	8.8	100.0%
Family Dollar VIII	Single-Tenant	Mar 2014	3	25	0.3	100.0%
Dollar General XVII	Single-Tenant	Mar 2014; May 2014	3	27	5.0	100.0%
Truist Bank III	Single-Tenant	Mar 2014	55	268	6.6	98.5%
Truist Bank IV	Single-Tenant	Mar 2014	6	33	6.8	100.0%
First Horizon Bank	Single-Tenant	Mar 2014	8	40	6.0	100.0%
Draper Aden Associates	Single-Tenant	Mar 2014	1	78	7.7	100.0%
Church of Jesus Christ	Single-Tenant	Mar 2014	1	3	0.5	100.0%
Dollar General XVIII	Single-Tenant	Mar 2014	1	9	5.0	100.0%
Family Dollar IX	Single-Tenant	Apr 2014	1	8	1.0	100.0%
Stop & Shop I	Single-Tenant	May 2014	3	219	3.8	100.0%
Bi-Lo I	Single-Tenant	May 2014	1	56	14.1	100.0%
Dollar General XIX	Single-Tenant	May 2014	1	12	5.4	100.0%
Dollar General XX	Single-Tenant	May 2014	5	49	4.1	100.0%
Dollar General XXI	Single-Tenant	May 2014	1	9	5.4	100.0%
Dollar General XXII	Single-Tenant	May 2014	1	11	4.1	100.0%
FedEx Ground V	Single-Tenant	Feb 2016	1	46	2.3	100.0%
FedEx Ground VI	Single-Tenant	Feb 2016	1	121	2.4	100.0%
FedEx Ground VII	Single-Tenant	Feb 2016	1	42	2.5	100.0%
FedEx Ground VIII	Single-Tenant	Feb 2016	1	79	2.6	100.0%
Liberty Crossing	Multi-Tenant	Feb 2017	1	106	3.2	91.6%
San Pedro Crossing	Multi-Tenant	Feb 2017	1	207	7.0	91.0%

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Portfolio	Segment	Acquisition Date	Number of Properties	Rentable Square Feet (In thousands)	Remaining Lease Term (1)	Percentage Leased
Tiffany Springs MarketCenter	Multi-Tenant	Feb 2017	1	265	3.4	86.6%
The Streets of West Chester	Multi-Tenant	Feb 2017	1	237	8.0	92.1%
Prairie Towne Center	Multi-Tenant	Feb 2017	1	264	6.3	92.5%
Southway Shopping Center	Multi-Tenant	Feb 2017	1	182	4.8	100.0%
Stirling Slidell Centre (8)	Multi-Tenant	Feb 2017	1	208	2.9	63.5%
Northwoods Marketplace	Multi-Tenant	Feb 2017	1	236	3.6	97.8%
Centennial Plaza	Multi-Tenant	Feb 2017	1	234	4.0	99.5%
Northlake Commons	Multi-Tenant	Feb 2017	1	109	3.8	93.3%
Shops at Shelby Crossing	Multi-Tenant	Feb 2017	1	236	4.7	87.7%
Shoppes of West Melbourne (7)	Multi-Tenant	Feb 2017	1	144	5.7	96.4%
The Centrum (8)	Multi-Tenant	Feb 2017	1	274	9.1	86.4%
Shoppes at Wyomissing	Multi-Tenant	Feb 2017	1	103	2.4	58.7%
Southroads Shopping Center	Multi-Tenant	Feb 2017	1	409	5.0	83.3%
Parkside Shopping Center	Multi-Tenant	Feb 2017	1	183	3.0	83.8%
Colonial Landing (7)	Multi-Tenant	Feb 2017	1	264	6.4	95.1%
Township Marketplace	Multi-Tenant	Feb 2017	1	289	3.9	88.9%
Cross Pointe Centre (7)	Multi-Tenant	Feb 2017	1	226	14.7	98.6%
Towne Centre Plaza (7)	Multi-Tenant	Feb 2017	1	94	4.2	100.0%
Village at Quail Springs	Multi-Tenant	Feb 2017	1	100	4.2	100.0%
Pine Ridge Plaza (7)	Multi-Tenant	Feb 2017	1	239	3.5	95.8%
Bison Hollow (7)	Multi-Tenant	Feb 2017	1	135	1.7	100.0%
Jefferson Commons	Multi-Tenant	Feb 2017	1	206	4.2	97.9%
Northpark Center	Multi-Tenant	Feb 2017	1	318	3.7	96.2%
Anderson Station (7)	Multi-Tenant	Feb 2017	1	244	4.1	99.5%
Patton Creek (7)	Multi-Tenant	Feb 2017	1	491	2.6	71.4%
North Lakeland Plaza	Multi-Tenant	Feb 2017	1	171	2.4	97.1%
Riverbend Marketplace	Multi-Tenant	Feb 2017	1	143	2.3	89.5%
Montecito Crossing	Multi-Tenant	Feb 2017	1	180	3.4	81.3%
Best on the Boulevard	Multi-Tenant	Feb 2017	1	205	3.4	95.6%
Shops at RiverGate South	Multi-Tenant	Feb 2017	1	145	3.3	93.4%
Dollar General XXIII	Single-Tenant	Mar 2017; May 2017; Jun 2017	8	71	6.4	100.0%
Jo-Ann Fabrics I	Single-Tenant	Apr 2017	1	18	1.8	100.0%
Bob Evans I	Single-Tenant	Apr 2017	22	111	14.1	100.0%
FedEx Ground IX	Single-Tenant	May 2017	1	54	3.2	100.0%
Chili's II	Single-Tenant	May 2017	1	6	4.6	100.0%
Sonic Drive In I	Single-Tenant	Jun 2017	2	3	9.3	100.0%
Bridgestone HOSEPower I	Single-Tenant	Jun 2017	2	41	6.4	100.0%
Bridgestone HOSEPower II	Single-Tenant	Jul 2017	1	25	6.6	100.0%
FedEx Ground X	Single-Tenant	Jul 2017	1	142	4.3	100.0%
Chili's III	Single-Tenant	Aug 2017	1	6	4.6	100.0%
FedEx Ground XI	Single-Tenant	Sep 2017	1	29	4.3	100.0%
Hardee's I	Single-Tenant	Sep 2017	1	4	—	—%
Tractor Supply IV	Single-Tenant	Oct 2017	2	51	3.6	100.0%
Circle K II	Single-Tenant	Nov 2017	6	20	14.3	100.0%
Sonic Drive In II	Single-Tenant	Nov 2017	20	31	14.7	100.0%
Bridgestone HOSEPower III	Single-Tenant	Dec 2017	1	21	7.3	100.0%
Sonny's BBQ I	Single-Tenant	Jan 2018	3	19	10.8	100.0%
Mountain Express I (6)	Single-Tenant	Jan 2018	9	30	14.8	100.0%
Kum & Go I	Single-Tenant	Feb 2018	1	5	5.2	100.0%
DaVita I	Single-Tenant	Feb 2018	2	13	2.9	100.0%
Imperial I	Single-Tenant	Mar 2018	9	22	17.6	100.0%
Mountain Express II (6)	Single-Tenant	Jun 2018	15	59	15.1	100.0%

45

Portfolio	Segment	Acquisition Date	Number of Properties	Rentable Square Feet (In thousands)	Remaining Lease Term (1)	Percentage Leased
Dialysis I	Single-Tenant	Jul 2018	7	65	5.8	100.0%
Children of America I	Single-Tenant	Aug 2018	2	33	10.4	79.7%
Burger King II	Single-Tenant	Aug 2018	1	3	10.4	100.0%
Imperial II	Single-Tenant	Aug 2018	9	18	17.6	100.0%
Bob Evans II	Single-Tenant	Aug 2018	22	112	14.1	100.0%
Mountain Express III (6)	Single-Tenant	Sep 2018	14	47	15.3	100.0%
Taco John's	Single-Tenant	Sep 2018	7	15	10.6	100.0%
HIFZA Trading	Single-Tenant	Oct 2018	1	4	17.8	100.0%
DaVita II	Single-Tenant	Oct 2018	1	10	4.5	100.0%
Pizza Hut I	Single-Tenant	Oct 2018	9	23	10.6	100.0%
Little Caesars I	Single-Tenant	Dec 2018	11	19	15.8	100.0%
Caliber Collision I	Single-Tenant	Dec 2018	3	48	9.0	100.0%
Tractor Supply V	Single-Tenant	Dec 2018; Mar 2019	5	97	8.4	100.0%
Fresenius III	Single-Tenant	Jan 2019	6	44	4.7	100.0%
Pizza Hut II	Single-Tenant	Jan 2019	30	86	15.8	100.0%
Mountain Express IV (6)	Single-Tenant	Feb 2019	8	28	15.8	100.0%
Mountain Express V (6)	Single-Tenant	Feb 2019; Mar 2019; Apr 2019	18	96	15.9	100.0%
Fresenius IV	Single-Tenant	Mar 2019	1	9	8.7	100.0%
Mountain Express VI (6)	Single-Tenant	Jun 2019	1	3	15.8	100.0%
IMTAA (4)	Single-Tenant	May 2019; Jan 2020	12	40	14.8	100.0%
Pizza Hut III	Single-Tenant	May 2019; Jun 2019	13	47	16.2	100.0%
Fresenius V	Single-Tenant	Jun 2019	2	19	9.1	100.0%
Fresenius VI	Single-Tenant	Jun 2019	1	10	3.8	100.0%
Fresenius VII	Single-Tenant	Jun 2019	3	59	7.5	50.1%
Caliber Collision II	Single-Tenant	Aug 2019	1	19	6.0	100.0%
Dollar General XXV	Single-Tenant	Sep 2019	5	44	7.7	100.0%
Dollar General XXIV	Single-Tenant	Sep 2019; Oct 2019	9	82	11.4	100.0%
Mister Carwash I	Single-Tenant	Sep 2019	3	13	16.5	100.0%
Checkers I	Single-Tenant	Sep 2019	1	1	16.4	100.0%
DaVita III	Single-Tenant	Sep 2019; Mar 2020	2	20	6.4	100.0%
Dialysis II	Single-Tenant	Sep 2019	50	426	6.0	100.0%
Mister Carwash II	Single-Tenant	Nov 2019	2	8	16.7	100.0%
Advance Auto IV	Single-Tenant	Dec 2019; Jan 2020	14	96	6.3	100.0%
Advance Auto V	Single-Tenant	Dec 2019	11	73	7.2	100.0%
Dollar General XXVI	Single-Tenant	Dec 2019	12	114	9.1	100.0%
Pizza Hut IV	Single-Tenant	Dec 2019; Mar 2020	16	50	16.8	100.0%
American Car Center I (5)	Single-Tenant	Mar 2020	16	178	—	—%
BJ's Wholesale Club	Single-Tenant	Mar 2020	1	110	7.6	100.0%
Mammoth Car Wash	Single-Tenant	Mar 2020	9	56	17.0	100.0%
Mammoth Car Wash	Single-Tenant	Apr 2020	1	18	17.0	100.0%
Mammoth Car Wash	Single-Tenant	Apr 2020	1	4	17.1	100.0%
DaVita IV	Single-Tenant	Apr 2020	1	10	8.3	100.0%
GPM	Single-Tenant	Jul. 2020	30	112	13.2	100.0%
IMTAA II (4)	Single-Tenant	Aug 2020; Dec 2020	10	54	14.8	100.0%
Fresenius IX	Single-Tenant	Nov 2020	6	46	7.9	100.0%
Kalma Kaur	Single-Tenant	Dec 2020	10	37	17.8	100.0%
Dialysis III	Single-Tenant	Dec 2020	16	139	3.2	100.0%
National Convenience Distributors	Single-Tenant	Mar 2021	5	385	18.0	100.0%
Advance Auto VI	Single-Tenant	Mar 2021	2	14	4.2	100.0%
Dollar General XXVII	Single-Tenant	May 2021; Sept 2021	17	162	4.8	100.0%
Pick N'Save	Single-Tenant	Jun 2021	1	61	5.8	100.0%
Tidal Wave I	Single-Tenant	Jul 2021	14	54	18.3	100.0%

46

Portfolio	Segment	Acquisition Date	Number of Properties	Rentable Square Feet (In thousands)	Remaining Lease Term (1)	Percentage Leased
Imperial Reliance	Single-Tenant	Jul 2021	2	4	18.3	100.0%
Aaron's II	Single-Tenant	Aug 2021	16	139	4.1	100.0%
Heritage I	Single-Tenant	Dec 2021; Jan 2022	6	51	18.8	100.0%
Fidelity I	Single-Tenant	Dec 2021; Sept 2022	7	82	19.7	100.0%
BJ's Wholesale Club II	Single-Tenant	Jan 2022	1	68	5.5	100.0%
McCain Plaza (7)	Multi-Tenant	Jan 2022	1	308	3.5	96.6%
Ventura Place (2)	Multi-Tenant	Feb. 2022	1	67	5.4	92.5%
Market at Clifty Crossing (2)	Multi-Tenant	Feb. 2022	1	198	3.9	77.1%
Crosspoint Shopping Center (2) (8) (9)	Multi-Tenant	Feb. 2022	1	170	4.3	91.6%
Melody Mountain (2)	Multi-Tenant	Feb. 2022	1	66	2.1	100.0%
Owensboro Town Center (2)	Multi-Tenant	Feb. 2022	1	165	2.2	91.8%
Plainfield Marketplace (2)	Multi-Tenant	Feb. 2022	1	125	4.4	89.4%
Pecanland Plaza (2)	Multi-Tenant	Feb. 2022	1	112	3.2	98.1%
Mattress Firm & Aspen Dental (2)	Multi-Tenant	Feb. 2022	1	10	1.3	34.9%
Mattress Firm & Five Guys (2)	Multi-Tenant	Feb. 2022	1	8	4.8	100.0%
Shoppes at Stroud (2) (7)	Multi-Tenant	Feb. 2022	1	141	4.8	94.3%
FreshThyme & DSW (2)	Multi-Tenant	Feb. 2022	1	49	2.9	100.0%
Carlisle Crossing (2)	Multi-Tenant	Feb. 2022	1	152	4.0	80.8%
Shippensburg Marketplace (2)	Multi-Tenant	Feb. 2022	1	60	5.4	84.3%
Southwest Plaza (2) (7) (8)	Multi-Tenant	Feb. 2022	1	368	3.7	66.5%
Lord Salisbury Center (2)	Multi-Tenant	Feb. 2022	1	114	4.3	100.0%
Derby Marketplace (2)	Multi-Tenant	Feb. 2022	1	100	5.3	100.0%
Fairlane Green (2)	Multi-Tenant	Feb. 2022	1	95	7.3	52.6%
Shoe Carnival & Buffalo Wild Wings (2)	Multi-Tenant	Feb. 2022	1	15	4.6	100.0%
Tellico Village (2)	Multi-Tenant	Feb. 2022	1	41	5.0	100.0%
Triangle Town Place (2) (7)	Multi-Tenant	Feb. 2022	1	149	3.5	93.9%
Mattress Firm & Panera Bread (2)	Multi-Tenant	Feb. 2022	1	9	4.8	100.0%
Enid Crossing (2)	Multi-Tenant	Feb. 2022	1	48	2.8	100.0%
Dick's PetSmart Center (2)	Multi-Tenant	Feb. 2022	1	52	2.9	100.0%
Rolling Acres (2)	Multi-Tenant	Feb. 2022	1	189	3.4	94.4%
Mattress Firm & Kay Jewelers (2)	Multi-Tenant	Feb. 2022	1	7	2.6	100.0%
Fountain Square (2) (7)	Multi-Tenant	Feb. 2022	1	166	2.7	73.4%
Shops at Abilene (2) (7)	Multi-Tenant	Feb. 2022	1	176	2.6	97.3%
Shoppes of Gary Farms (2) (7)	Multi-Tenant	Feb. 2022	1	100	0.9	95.5%
PetSmart & Old Navy (2)	Multi-Tenant	Feb. 2022	1	29	7.2	100.0%
Crossroads Annex (2)	Multi-Tenant	Feb. 2022	1	41	3.7	75.2%
Crossroads Commons (2) (7)	Multi-Tenant	Feb. 2022	1	47	2.3	100.0%
Sutters Creek (2)	Multi-Tenant	Feb. 2022	1	80	6.0	100.0%
Darien Towne Center (2)	Multi-Tenant	Feb. 2022	1	177	1.8	93.1%
Summerfield Crossing (2)	Multi-Tenant	Feb. 2022	1	114	7.8	100.0%
University Marketplace (2)	Multi-Tenant	Feb. 2022	1	86	4.7	100.0%
The Market at Polaris (2)	Multi-Tenant	Feb. 2022	1	111	4.6	68.4%
Beaver Creek Shopping Center (2)	Multi-Tenant	Feb. 2022	1	284	5.6	88.7%
Wallace Commons (2)	Multi-Tenant	Feb. 2022	1	111	3.9	100.0%
Plaza San Mateo (2) (7)	Multi-Tenant	Feb. 2022	1	63	1.8	96.2%
Turfway Crossing (2) (9)	Multi-Tenant	Feb. 2022	1	100	4.4	95.0%
Nordstrom Rack (2)	Multi-Tenant	Feb. 2022	1	45	7.7	97.7%
Evergreen Marketplace (2)	Multi-Tenant	Feb. 2022	1	50	4.6	100.0%
Lawton Marketplace (2)	Multi-Tenant	Feb. 2022	1	188	6.3	84.8%
Cottonwood Commons (2)	Multi-Tenant	Feb. 2022	1	192	5.4	87.7%
Houma Crossing (2)	Multi-Tenant	Feb. 2022	1	181	6.6	82.5%
Target Center (2)	Multi-Tenant	Feb. 2022	1	84	3.6	43.2%

47

Portfolio	Segment	Acquisition Date	Number of Properties	Rentable Square Feet (In thousands)	Remaining Lease Term (1)	Percentage Leased
The Center at Hobbs Brook (2)	Multi-Tenant	Feb. 2022	1	231	4.1	87.4%
Fourth Creek Landing (2)	Multi-Tenant	Feb. 2022	1	68	3.7	100.0%
Lafayette Pavillion (2) (8)	Multi-Tenant	Feb. 2022	1	382	6.7	87.4%
North Lake Square (2)	Multi-Tenant	Feb. 2022	1	140	6.0	99.0%
Western Crossing (2)	Multi-Tenant	Feb. 2022	1	68	6.8	100.0%
Almeda Crossing (2)	Multi-Tenant	Mar. 2022	1	223	4.1	94.2%
Boston Commons (2)	Multi-Tenant	Mar. 2022	1	103	5.1	95.5%
Wallace Commons (2)	Single-Tenant	Apr. 2022	1	99	4.6	100.0%
Academy Sports (2)	Single-Tenant	Apr. 2022	1	72	7.8	100.0%
Walgreens (2)	Multi-Tenant	Apr. 2022	1	15	3.2	100.0%
Parkway Centre South (2)	Multi-Tenant	Apr. 2022	1	132	4.2	100.0%
The Marquis (2)	Multi-Tenant	Apr. 2022	1	135	4.8	66.6%
HEB Center (2)	Multi-Tenant	Apr. 2022	1	135	14.7	96.4%
Golf Road Center (2)	Multi-Tenant	Apr. 2022	1	101	5.1	29.7%
Walgreens & KeyBank (2)	Multi-Tenant	Apr. 2022	1	18	10.9	100.0%
Terrell Mill Village (2)	Multi-Tenant	Apr. 2022	1	75	5.9	100.0%
Roosevelt Road Center (2)	Multi-Tenant	Apr. 2022	1	32	12.0	75.8%
Decatur Commons (2)	Multi-Tenant	Apr. 2022	1	126	3.6	85.9%
Stoneridge Village (2)	Multi-Tenant	Apr. 2022	1	72	11.6	100.0%
Albany Square (2)	Multi-Tenant	Apr. 2022	1	118	2.7	63.8%
Coventry Crossing (2)	Multi-Tenant	Apr. 2022	1	21	8.7	94.9%
Springfield Commons (2)	Multi-Tenant	Apr. 2022	1	207	5.5	95.3%
Waterford Park South (2)	Multi-Tenant	Apr. 2022	1	92	5.1	93.4%
The Ridge at Turtle Creek (2)	Multi-Tenant	Apr. 2022	1	99	9.3	95.8%
Tire Kingdom & Starbucks (2)	Multi-Tenant	Apr. 2022	1	7	7.0	100.0%
Walmart Neighborhood Market (2)	Multi-Tenant	Apr. 2022	1	51	8.9	100.0%
Harbor Town Center (2)	Multi-Tenant	Apr. 2022	1	139	4.1	97.8%
East West Commons (2)	Multi-Tenant	Apr. 2022	1	173	4.9	99.4%
Morganton Heights (2)	Multi-Tenant	Apr. 2022	1	285	2.7	96.6%
Poplar Springs (2)	Multi-Tenant	Apr. 2022	1	64	4.0	96.7%
The Plant (2)	Multi-Tenant	May 2022	1	509	7.3	76.0%
Imperial Reliance II	Single-Tenant	May 2022	8	32	19.2	100.0%
McGowin Park (2)	Multi-Tenant	July 2022	1	375	3.2	98.2%
Fidelity II	Single-Tenant	Nov. 2022	2	22	19.7	100.0%
			1,039	27,601	7.1	92.6%

________

(1)Remaining lease term in years as of March 31, 2023. If the portfolio has multiple properties with varying lease expirations, remaining lease term is calculated on a weighted-average basis.

(2)Acquired in the CIM Portfolio Acquisition. See Note 1 — Organization to our consolidated financial statements in this Quarterly Report on Form 10-Q for additional information.

(3)The tenant at these 41 single-tenant properties filed for Chapter 11 bankruptcy protection in January 2023, and nine of the 41 leases were terminated in bankruptcy proceedings. We accounted for these leases as terminations as of December 31, 2022. Subsequent to March 31, 2023, four additional leases were rejected in bankruptcy proceedings (see Note 15 — Subsequent Events for additional information).

(4)The former tenant at these 22 single-tenant properties reassigned its leases in January 2023 to another tenant in the single-tenant segment who leased 28 properties as of December 31, 2022.

(5)American Car Center filed for Chapter 7 bankruptcy protection in March 2023, and these 16 leases were terminated in bankruptcy proceedings in April 2023. We accounted for these leases as terminations as of March 31, 2023.

(6)Mountain Express Oil Company filed for Chapter 11 bankruptcy protection in March 2023. Bankruptcy proceedings are ongoing and we have not yet been notified of any lease rejections, although there is a pending motion to reject 28 of these leases. Accordingly, we have not accounted for any lease terminations at this time. Mountain Express Oil Company leased 71 of our single-tenant properties as of March 31, 2023.

(7)Bed Bath & Beyond and their subsidiaries filed for Chapter 11 bankruptcy protection in April 2023.Bankruptcy proceedings are ongoing and we have not yet been notified of any lease rejections. Accordingly, we have not accounted for any lease terminations at this time. Bed Bath & Beyond and their subsidiaries had 19 leases at these 17 multi-tenant properties as of March 31, 2023, totaling approximately 505,000 square feet.

(8)David’s Bridal filed for Chapter 11 bankruptcy protection in April 2023. Bankruptcy proceedings are ongoing and we have not been notified of any lease rejections. Accordingly, we have not accounted for any lease terminations at this time. David’s Bridal had five leases at these five multi-tenant properties as of March 31, 2023, totaling approximately 45,000 square feet.

(9)Christmas Tree Shops filed for Chapter 11 bankruptcy protection in May 2023. Bankruptcy proceedings are ongoing and we have not yet been notified of any lease rejections. Accordingly, we have not accounted for any lease terminations at this time. Christmas Tree Shops had two leases at these two multi-tenant properties as of March 31, 2023, totaling 67,000 square feet.

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The following table details the classification of our properties by segment:

Segment	Number of Properties	Rentable Square Feet	Remaining Lease Term (1)	Percentage Leased
		(In thousands)
Single-Tenant	930	11,229	9.7	97.7	%
Multi-Tenant	109	16,372	4.9	89.2	%
Total	1,039	27,601	7.1	92.6	%

___________

(1)Remaining lease term in years as of March 31, 2023. If the portfolio has multiple properties with varying lease expirations, remaining lease term is calculated as a weighted-average based on annualized rental income on a straight-line basis.

Leasing Activity

The following table summarizes our leasing activity by segment during the period indicated:

	Three Months Ended March 31, 2023
			(In thousands)
Single-Tenant Properties	Number of Leases	Rentable Square Feet	Annualized SLR (1) prior to Lease Execution/Renewal		Annualized SLR (1) after Lease Execution/Renewal		Costs to execute lease		Costs to execute lease per square foot
New leases (2)	—	—	$	—	$	—	$	—	$	—
Lease renewals/amendments (2)	23	102,888	$	6,601	$	6,329	$	—	$	—
Lease terminations (3)	16	178,247	$	3,798	$	—	$	—	$	—
Multi-Tenant Properties
New leases (2)	26	273,806	$	—	$	4,039	$	1,598	$	5.84
Lease renewals/amendments (2)	44	722,042	$	6,573	$	7,405	$	1,327	$	1.84
Lease terminations (3)	12	67,567	$	945	$	—	$	—	$	—

______

(1)Annualized rental income on a straight-line basis as of March 31, 2023. Represents the GAAP basis annualized straight-line rent that is recognized over the term on the respective leases, which includes free rent, periodic rent increases, and excludes recoveries.

(2)New leases reflect leases in which a new tenant took possession of the space during the three months ended March 31, 2023, excluding new property acquisitions. Lease renewals/amendments reflect leases in which an existing tenant executed terms to extend the term or change the rental terms of the lease during the three months ended March 31, 2023.

(3)Represents leases that were terminated prior to their contractual lease expiration dates, including leases terminated in bankruptcy proceedings.

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Results of Operations

We operate in two reportable business segments for management and internal financial reporting purposes. In our single-tenant operating segment, we own, manage and lease single-tenant properties where tenants are required to pay for property operating expenses, which may be subject to expense exclusions and floors, in addition to base rent. In our multi-tenant operating segment, we own, manage and lease multi-tenant properties where we generally pay for the property operating expenses for those properties and most of our tenants are required to pay their pro rata share of property operating expenses.

As more fully discussed in Note 1 — Organization to our consolidated financial statements included in this Quarterly Report on Form 10-Q, during the year ended December 31, 2022, we completed the CIM Portfolio Acquisition and other property acquisitions which significantly affected and will continue to affect the comparable results from operations until they have been held for all periods presented. Accordingly, we discuss financial results on a same-store basis (details below) and the related impacts of acquisitions and dispositions.

In addition to the comparative period-over-period discussion below, please see the Inflation section below (as well as Part 1, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022) for additional information on the risks and uncertainties associated with inflation, rising interest rates and labor shortages and costs.

Comparison of the Three Months Ended March 31, 2023 and 2022

	Three Months Ended March 31,				Increase (Decrease)
	2023		2022		$
Revenue from tenants	$	113,594	$	94,943	$	18,651
Operating expenses:
Asset management fees to related party	7,956		7,826		130
Property operating expense	26,913		19,139		7,774
Impairment of real estate investments	—		5,942		(5,942)
Acquisition, transaction and other costs	565		279		286
Equity-based compensation	3,567		3,498		69
General and administrative	10,492		6,833		3,659
Depreciation and amortization	54,182		37,688		16,494
Total operating expenses	103,675		81,205		22,470
Operating income before gain on sale of real estate investments	9,919		13,738		(3,819)
Gain on sale of real estate investments	11,792		53,569		(41,777)
Operating income	21,711		67,307		(45,596)
Other (expense) income:
Interest expense	(34,675)		(23,740)		(10,935)
Other income	27		18		9
Gain on non-designated derivatives	—		2,250		(2,250)
Total other expense, net	(34,648)		(21,472)		(13,176)
Net (loss) income	(12,937)		45,835		(58,772)
Net loss (income) attributable to non-controlling interests	17		(64)		81
Allocation for preferred stock	(5,837)		(5,837)		—
Net (loss) income attributable to common stockholders	$	(18,757)	$	39,934	$	(58,691)

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Net (Loss) Income Attributable to Common Stockholders

Net loss attributable to common stockholders was $18.8 million for the three months ended March 31, 2023, as compared to net income of $39.9 million for the three months ended March 31, 2022. The change in net loss (income) attributable to common stockholders is discussed in detail for each line item of the consolidated statements of operations in the sections that follow.

Same Store Properties

Information based on Same Store Properties, Acquired Properties and Disposed Properties (as each are defined below) allows us to evaluate the performance of our portfolio based on a consistent population of properties owned for the entire period of time covered. As of March 31, 2023, we owned 1,039 properties. There were 947 properties owned for the entire three months ended March 31, 2023 and 2022 (our “Same Store Properties”) which were 94.6% leased as of March 31, 2023. Since January 1, 2022 and through March 31, 2023, we acquired 92 properties (our “Acquired Properties”) which were 89.1% leased as of March 31, 2023, and disposed of 32 properties (our “Disposed Properties”).

	Single-Tenant Properties	Multi-Tenant Properties	Total Properties
Number of properties, December 31, 2021	943	33	976
Acquisition activity during the year ended December 31, 2022 (1)	15	80	95
Disposition activity during the year ended December 31, 2022 (2)	(23)	(4)	(27)
Number of properties, December 31, 2022	935	109	1,044
Acquisition activity during the three months ended March 31, 2023	—	—	—
Disposition activity during the three months ended March 31, 2023	(5)	—	(5)
Number of properties, March 31, 2023	930	109	1,039
Number of Same Store Properties	915	32	947
Number of Acquired Properties (3)	15	77	92
Number of Disposed Properties (3)	28	4	32

(1)Acquisition activity during the year ended December 31, 2022 includes two single-tenant properties and 79 multi-tenant properties acquired in the CIM Portfolio Acquisition.

(2)Disposition activity during the year ended December 31, 2022 includes three multi-tenant properties acquired in the CIM Portfolio Acquisition.

(3)The three multi-tenant properties acquired in the CIM Portfolio Acquisition and disposed in the year ended December 31, 2022 have been excluded from Acquired Properties and are included in Disposed Properties.

Net Operating Income

Net operating income (“NOI”) is a non-GAAP financial measure used by us to evaluate the operating performance of our real estate portfolio. NOI is equal to revenue from tenants less property operating expense. NOI excludes all other financial statement amounts included in net (loss) income attributable to common stockholders. We believe NOI provides useful and relevant information because it reflects only those income and expense items that are incurred at the property level and presents such items on an unlevered basis. See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and a reconciliation to our net (loss) income attributable to common stockholders.

Segment Results — Single-Tenant Properties

The following table presents the components of NOI and the period change within the single-tenant segment for the three months ended March 31, 2023 and 2022:

	Same Store (1)						Acquisitions (2)						Disposals (3)						Segment Total (4)
	Three Months Ended March 31,				Increase (Decrease)		Three Months Ended March 31,				Increase (Decrease)		Three Months Ended March 31,				Increase (Decrease)		Three Months Ended March 31,				Increase (Decrease)
	2023		2022		$		2023		2022		$		2023		2022		$		2023		2022		$
Net income (loss) attributable to common stockholders	$	1,097	$	8,888	$	(7,791)	$	691	$	107	$	584	$	12,181	$	51,740	$	(39,559)	$	13,969	$	60,735	$	(46,766)
Revenue from tenants	$	44,213	$	47,355	$	(3,142)	$	1,205	$	200	$	1,005	$	748	$	5,727	$	(4,979)	$	46,166	$	53,282	$	(7,116)
Less: Property operating	4,346		3,545		801		91		1		90		13		378		(365)		4,450		3,924		526
NOI	$	39,867	$	43,810	$	(3,943)	$	1,114	$	199	$	915	$	735	$	5,349	$	(4,614)	$	41,716	$	49,358	$	(7,642)

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______

(1)Our single-tenant segment included 915 Same Store Properties.

(2)Our single-tenant segment included 15 Acquired Properties.

(3)Our single-tenant segment included 28 Disposed Properties.

(4)Our single-tenant segment included 930 total properties.

Revenue from Tenants

Revenue from tenants decreased $7.1 million to $46.2 million for the three months ended March 31, 2023, compared to $53.3 million for the three months ended March 31, 2022. This decrease in revenue from tenants was due to decreases in revenue of $5.0 million from our Disposed Properties and $3.1 million from our Same Store Properties, partially offset by an increase in revenue of $1.0 million from our Acquired Properties.

The decrease in our Same Store Properties revenue was primarily due to $2.6 million of increased bad debt expense in the three months ended March 31, 2023 as compared to March 31, 2022 related to tenant bankruptcies, as well as $1.3 million of lease termination fee income recorded in the three months ended March 31, 2022, with no such amounts recorded in the three months ended March 31, 2023. These decreases were partially offset by increased operating expense reimbursement revenue of $0.8 million.

For additional information on our exposure to tenant bankruptcies, please see Liquidity — Tenant Bankruptcies below.

Property Operating Expenses

Property operating expenses primarily consist of the costs associated with maintaining our properties including real estate taxes, utilities, and repairs and maintenance. Property operating expenses increased $0.5 million to $4.5 million for the three months ended March 31, 2023 compared to $3.9 million for the three months ended March 31, 2022. This increase was driven by increases in property operating expenses of $0.8 million from our Same Store Properties and $0.1 million from our Acquired Properties, partially offset by a decrease of $0.4 million from our Disposed Properties.

Segment Results — Multi-Tenant Properties

The following table presents the components of NOI and the period change within the multi-tenant segment for the three months ended March 31, 2023 and 2022:

	Same Store (1)						Acquisitions (2)						Disposals (3)						Total (4)
	Three Months Ended March 31,				Increase (Decrease)		Three Months Ended March 31,				Increase (Decrease)		Three Months Ended March 31,				Increase (Decrease)		Three Months Ended March 31,				Increase (Decrease)
	2023		2022		$		2023		2022		$		2023		2022		$		2023		2022		$
Net income (loss) attributable to common stockholders	$	4,721	$	6,981	$	(2,260)	$	1,853	$	995	$	858	$	(81)	$	(335)	$	254	$	6,493	$	7,641	$	(1,148)
Revenue from tenants	$	27,625	$	26,551	$	1,074	$	39,545	$	12,302	$	27,243	$	258	$	2,808	$	(2,550)	$	67,428	$	41,661	$	25,767
Less: Property operating	9,505		9,316		189		12,782		4,066		8,716		176		1,833		(1,657)		22,463		15,215		7,248
NOI	$	18,120	$	17,235	$	885	$	26,763	$	8,236	$	18,527	$	82	$	975	$	(893)	$	44,965	$	26,446	$	18,519

______

(1)Our multi-tenant segment included 32 Same Store Properties.

(2)Our multi-tenant segment included 77 Acquired Properties, excluding three properties recently acquired in the CIM Portfolio Acquisition that were disposed in the year ended December 31, 2022.

(3) Our multi-tenant segment included four Disposed Properties, including three properties recently acquired in the CIM Portfolio Acquisition that were disposed in the year ended December 31, 2022.

(4)Our multi-tenant segment included 109 total properties.

Revenue from Tenants

Revenue from tenants increased $25.8 million to $67.4 million for the three months ended March 31, 2023, compared to $41.7 million for the three months ended March 31, 2022. This increase in revenue from tenants was primarily due to increases in revenue of $27.2 million from our Acquired Properties and $1.1 million from our Same Store Properties, partially offset by a decrease in revenue of $2.6 million from our Disposed Properties.

The increase in our Same Store Properties revenue was primarily due to higher occupancy in our Same Store Properties as well as higher leasing rates in the three months ended March 31, 2023 as compared to the three months ended March 31, 2022.

For information on our exposure to tenant bankruptcies, please see Liquidity — Tenant Bankruptcies below.

Property Operating Expenses

Property operating expenses primarily consist of costs associated with maintaining our properties including real estate taxes, utilities, and repairs and maintenance. Property operating expenses increased $7.2 million to $22.5 million for the three

52

months ended March 31, 2023 compared to $15.2 million for the three months ended March 31, 2022. This increase in property operating expenses was due to increases of $8.7 million from our Acquired Properties and $0.2 million from our Same Store Properties, partially offset by a decrease of $1.7 million from our Disposed Properties.

Other Results of Operations

Asset Management Fees to Related Party

Asset management fees paid to the Advisor increased $0.1 million to $8.0 million for the three months ended March 31, 2023, compared to $7.8 million for the three months ended March 31, 2022, primarily due to an increase of $0.1 million in the variable portion of the base management fee due to our equity issuances in the year ended December 31, 2022, including shares issued in connection with the CIM Portfolio Acquisition.

The variable portion of the base management fee is calculated on a monthly basis and is equal to one-twelfth of 1.25% of the cumulative net proceeds of any equity raised by us (including, among other things, common stock, including shares subject to repurchase, preferred stock and certain convertible debt but excluding, among other things, equity-based compensation). The variable portion of the base management fee will increase in connection with future issuances of equity securities.

Impairment Charges

We did not record any impairment charges for the three months ended March 31, 2023.

We recorded $5.9 million of impairment charges for the three months ended March 31, 2022, $3.8 million of which related to one single-tenant property formerly leased to United Healthcare, and $2.1 million of which related to three properties leased to Truist bank.

All of the impaired properties were impaired to adjust the carrying values of the properties to their fair values as determined by their respective purchase and sale agreements. Please see Note 3 — Real Estate Investments to our consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information regarding impairment charges.

Acquisition, Transaction and Other Costs

Acquisition, transaction and other costs increased by $0.3 million to $0.6 million for the three months ended March 31, 2023, compared to $0.3 million for the three months ended March 31, 2022. The increase was primarily due to $0.5 million of prepayment penalties on mortgage note repayments during the three months ended March 31, 2023. This increase was partially offset by $0.2 million of less costs related to acquisition activity in the three months ended March 31, 2023 as compared to March 31, 2022 due to less acquisition activity in the three months ended March 31, 2023.

Equity-Based Compensation

Equity-based compensation increased by $0.1 million to $3.6 million during the three months ended March 31, 2023, compared to $3.5 million during the three months ended March 31, 2022. Equity-based compensation expenses relate to restricted shares of Class A common stock (“restricted shares”) granted to our board of directors and employees of the Advisor or its affiliates who are involved in providing services to us and the units of limited partnership interests in the OP designated as “LTIP Units” (“LTIP Units”) that were granted to our Advisor in 2021 pursuant to the 2021 multi-year outperformance agreement with the Advisor (the “2021 OPP”). The increase was primarily due to additional expense recorded in the three months ended March 31, 2023 for restricted shares granted after March 31, 2022.

General and Administrative Expense

General and administrative expense increased $3.7 million to $10.5 million for the three months ended March 31, 2023, compared to $6.8 million for the three months ended March 31, 2022. The increase was primarily due to increased legal expenses of $0.8 million, as well as $0.8 million of increased professional expense reimbursements, (primarily as a result of the CIM Portfolio Acquisition, of which $0.5 million was related to increased compensation and overhead costs related to the Multi-Tenant Property Management Agreement not subject to the Capped Reimbursement Amount under the Advisory Agreement). The increased professional expense reimbursements were primarily due to additional staffing needed by the Advisor and the Property Manager as a result of the CIM Portfolio Acquisition.

The overall increase in general and administrative expense was also a result of $2.2 million of legal and other costs incurred in the three months ended March 31, 2023, which were attributable to the proxy contest and related litigation with Blackwells described herein. There were no similar costs in the three months ended March 31, 2022. We anticipate our fees for legal and other costs to continue at a rate higher than our historical expenses due to, among other things, the proxy contest and related litigation for the foreseeable future in 2023. See Note 9 — Commitments and Contingencies for additional information.

Depreciation and Amortization Expense

Depreciation and amortization expense increased $16.5 million to $54.2 million for the three months ended March 31, 2023, compared to $37.7 million for the three months ended March 31, 2022. Depreciation and amortization expense was

53

impacted by increases of $15.3 million from our Acquired Properties (including, most notably, the CIM Portfolio Acquisition) and $3.2 million from our Same Store Properties, partially offset by a decrease in depreciation and amortization of $2.1 million from our Disposed Properties.

The increase to our Same Store Properties depreciation and amortization was primarily due to $3.3 million of intangible lease asset write-offs as a result of tenant bankruptcies and lease terminations which occurred in the three months ended March 31, 2023, partially offset by less depreciation and amortization from fully depreciated real estate assets.

For additional information on our exposure to tenant bankruptcies, please see Liquidity — Tenant Bankruptcies below.

Gain on Sale of Real Estate Investments

During the three months ended March 31, 2023, we sold five properties. These properties sold for an aggregate contract price of $71.3 million, resulting in an aggregate gain on sale of $11.8 million. During the three months ended March 31, 2022, we sold six properties. These properties sold for an aggregate contract price of $265.2 million, resulting in an aggregate gain on sale of $53.6 million.

Interest Expense

Interest expense increased $10.9 million to $34.7 million for the three months ended March 31, 2023, compared to $23.7 million for the three months ended March 31, 2022. This increase was mainly due to increased interest expense on our borrowings under the Credit Facility due to (i) increased borrowings on the Credit Facility, which were used primarily to partially fund the CIM Portfolio Acquisition, as well as higher variable rates on these borrowings and (ii) higher interest expense from assumed mortgage debt from the CIM Portfolio Acquisition. We also recorded $0.5 million of additional deferred financing cost amortization in the three months ended March 31, 2023 due to the early repayment of the Stop & Shop mortgage note.

During the three months ended March 31, 2023 and 2022, the average outstanding balances on our mortgage notes payable were $1.8 billion and $1.5 billion, respectively, and the average outstanding balances under our revolving, unsecured corporate credit facility (the “Credit Facility”) were $451.8 million and $165.7 million, respectively. For the three months ended March 31, 2023 and 2022, the weighted-average interest rates on our mortgage notes payable were 3.84% and 3.80%, respectively, and the weighted-average interest rates on our Credit Facility were 6.67% and 2.01%, respectively. The increase in the weighted-average interest rate on our Credit Facility during the three months ended March 31, 2023 as compared to the three months ended March 31, 2022 is primarily due to increases in one-month LIBOR rates during the year ended December 31, 2022 and the three months ended March 31, 2023.

As of March 31, 2023 the weighted-average annual interest rate on our Credit Facility was 6.92%. In light of recent increases to variable rates, we expect to experience further increases to our interest expense in future periods when compared to respective prior periods. We expect that these increases will be material.

Other Income

Other income was $27,000 and $18,000 for the three months ended March 31, 2023 and 2022, respectively.

Gain on Non-Designated Derivatives

Gain on non-designated derivative instruments for the quarter ended March 31, 2022 was $2.3 million, and was related to an embedded derivative on the common stock issued in connection with the CIM Portfolio Acquisition. The stock was issued in the three months ended March 31, 2022.

Allocation for Preferred Stock

Allocation for preferred stock was $5.8 million for the three months ended March 31, 2023 and 2022. These amounts represent the allocation of our net (loss) income that is attributable to holders of Series A Preferred Stock and holders of Series C Preferred Stock.

Cash Flows from Operating Activities

Our cash flows provided by operating activities are affected by, among other things; (i) the rental income generated from leasing activities as well as payments for leasing commissions, (ii) the timing and amounts of interest payments (which have increased due to recent increases in market rates), (iii) the receipts of scheduled rent payments and (iv) the timing and amounts of property operating expense payments and related cash reimbursements from tenants over time.

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Our cash flows from operating activities were $18.1 million during the three months ended March 31, 2023 and consisted of net loss of $12.9 million, adjusted for non-cash items of $47.7 million, including depreciation and amortization of tangible and intangible real estate assets, amortization of deferred financing costs, amortization of mortgage premiums on borrowings, share-based compensation and gain on sale of real estate investments. In addition, cash flows from operating activities were impacted by an increase in the straight-line rent receivable of $1.1 million, a decrease in deferred rent of $3.3 million, a decrease in accounts payable and accrued expenses of $11.0 million and an increase in prepaid expenses and other assets of $1.8 million.

Our cash flows from operating activities was $45.1 million during the three months ended March 31, 2022 and consisted of net income of $45.8 million, adjusted for non-cash items of $6.9 million, including depreciation and amortization of tangible and intangible real estate assets, amortization of deferred financing costs, amortization of mortgage premiums on borrowings, share-based compensation, gain on sale of real estate investments and impairment charges. In addition, cash flows from operating activities were impacted by an increase in the straight-line rent receivable of $1.1 million, a decrease in deferred rent of $2.3 million, an increase in accounts payable and accrued expenses of $4.1 million and a decrease in prepaid expenses and other assets of $5.5 million.

Cash Flows from Investing Activities

The net cash provided by investing activities during the three months ended March 31, 2023 of $2.3 million consisted of cash received from the sale of real estate investments of $24.5 million, partially offset by investments in real estate and other assets of $12.3 million and capital expenditures of $9.9 million.

The net cash used in investing activities during the three months ended March 31, 2022 of $545.4 million consisted primarily of cash paid for investments in real estate and other assets of $786.3 million, capital expenditures of $3.2 million and deposits for real estate acquisitions of $0.1 million, partially offset by cash received from the sale of real estate investments of $244.2 million.

Cash Flows from Financing Activities

The net cash used in financing activities of $46.6 million during the three months ended March 31, 2023 consisted of cash dividends paid to holders of our Class A common stock of $28.5 million, payments on our Credit Facility of $20.0 million, payments on our mortgage notes of $1.6 million, cash dividends paid to holders of our Series A Preferred Stock (as defined below) of $3.7 million and cash dividends paid to holders of our Series C Preferred Stock (as defined below) of $2.1 million, partially offset by proceeds from our Credit Facility of $10.0 million.

The net cash provided by financing activities of $360.7 million during the three months ended March 31, 2022 consisted primarily of proceeds from our Credit Facility of $378.0 million and net proceeds from the issuance of Class A common stock of $24.9 million. These cash inflows were partially offset by cash dividends paid to holders of Class A common stock of $26.7 million, cash dividends paid to holders of our Series A Preferred Stock of $3.7 million and cash dividends paid to holders of Series C Preferred Stock of $2.1 million.

Liquidity and Capital Resources

Our principal demands for cash are to fund operating and administrative expenses, debt service obligations, dividends on our Class A common stock, dividends on our Series A Preferred Stock, dividends on our Series C Preferred Stock, distributions on our LTIP Units and distributions for limited partnership units owned by third parties that correspond to shares of our Class A common stock, and capital expenditures. In addition, we may also use cash to purchase additional properties.

Material Cash Requirements

As of March 31, 2023 and December 31, 2022, we had cash and cash equivalents of $43.1 million and $70.8 million, respectively.

We expect to fund our material cash requirements over the next year through a combination of cash on hand, net cash provided by our property operations and borrowings under our Credit Facility (see Credit Facility section below for more information). We may also generate additional liquidity through property dispositions and, to the extent available, secured or unsecured borrowings including the issuance of additional Senior Notes or similar securities, issuances under our “at the market” equity offering program for Class A common stock (the “Class A Common Stock ATM Program”), our “at the market” equity offering program for Series A Preferred Stock (the “Series A Preferred Stock ATM Program”), our “at the market” equity offering program for Series C Preferred Stock (the “Series C Preferred Stock ATM Program”), as well as other offerings of debt or equity securities. See Mortgage Notes Payable below for a discussion of the $288.2 million of debt scheduled for repayment in the remainder of 2023 and the potential methods to repay or refinance the debt.

Deleveraging Initiative

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In May 2021, we began an initiative to reduce the ratio of our net debt to adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”). We hope to achieve this initiative by:

•reducing outstanding debt over time;

•funding acquisitions through cash on hand rather than proceeds from debt, or at lower debt-to-equity ratios;

•raising equity to fund acquisitions and pay down debt; and

•increasing revenues through external and internal growth factors such as property acquisitions and multi-tenant leasing activity.

We decided, however, to increase our leverage to complete the CIM Portfolio Acquisition, but we plan to opportunistically continue focusing on this deleveraging strategy now that the CIM Portfolio Acquisition is complete. We may, however, issue additional Senior Notes or similar securities in the future particularly as we revise our capital structure following the CIM Portfolio Acquisition in a similar fashion as we may add or refinance existing mortgage debt or indebtedness under our Credit Facility. We are evaluating other assets in our portfolio for potential sale, including assets recently acquired in the CIM Portfolio Acquisition, and if we are able to sell these assets, we intend to use the net proceeds primarily to repay indebtedness. Below is a summary of asset sales (including properties which we have entered into agreements to sell) since the completion of the CIM Portfolio Acquisition as part of this initiative, however there can be no assurance that the future sales of any properties will be completed on favorable terms, or at all.

The following lists our dispositions and debt repayments beginning with the completion of the CIM Portfolio Acquisition in July 2022:

•From the completion of the CIM Portfolio Acquisition in July 2022 through December 31, 2022, we disposed of 16 properties (three properties from the CIM Portfolio Acquisition, one legacy multi-tenant property and 12 single-tenant properties). A portion of the funds received from these dispositions was used to repay $75.0 million of amounts outstanding under our Credit Facility in the year ended December 31, 2022 (including $40.0 million repaid at the closing of certain property dispositions).

•During the three months ended March 31, 2023, we sold five properties for an aggregate contract price of $71.3 million. A portion of the funds received was used to repay $10.0 million of amounts outstanding under our Credit Facility in the three months ended March 31, 2023 (net of $10.0 million of borrowings). We also fully repaid $45.0 million of mortgages at the closings of these dispositions.

•Subsequent to March 31, 2023, we disposed of one property for contract sales price of $1.1 million. We have also entered into four purchase and sale agreements to dispose of four properties for an aggregate contract sales price of $14.7 million, and we have entered into four non-binding letters of intent to dispose of 47 properties for an aggregate contract sales price of $96.8 million. We anticipate using a portion of the net proceeds generated from these dispositions to repay indebtedness, although there can be no assurance that the sales of these properties will close on their contemplated terms, or at all.

Tenant Bankruptcies

Below is a summary of certain recent tenant bankruptcies:

•A Burger King franchisee at 41 of our single-tenant properties filed for Chapter 11 bankruptcy protection in January 2023, and nine of the 41 leases were terminated in bankruptcy proceedings. We accounted for these leases as terminations as of December 31, 2022. Subsequent to March 31, 2023, four additional leases were rejected in bankruptcy proceedings. The 41 leases had annual rents of $5.5 million, and the 13 terminated leases had annual rents of $1.4 million. We are actively marketing to re-lease or dispose of some or all of the 13 vacant properties.

•American Car Center filed for Chapter 7 bankruptcy protection in March 2023, and all 16 leases were terminated in bankruptcy proceedings in April 2023. The 16 leases had annual rents of $3.8 million. We accounted for these terminations as of March 31, 2023 and we recorded $2.9 million of bad debt expense associated with these terminations in the three months ended March 31, 2023. We are actively marketing to re-lease or dispose of some or all of these 16 vacant properties.

•Mountain Express Oil Company filed for Chapter 11 bankruptcy protection in March 2023. Bankruptcy proceedings are ongoing and we have not yet been notified of any lease rejections, although there is a pending motion to reject 28 of these leases. Accordingly, we have not accounted for any lease terminations at this time. Mountain Express Oil Company leased 71 of our single-tenant properties as of March 31, 2023, totaling $13.2 million. We are actively marketing to re-lease or dispose of some or all of these properties.

•Bed Bath & Beyond and their subsidiaries filed for Chapter 11 bankruptcy protection in April 2023. Bankruptcy proceedings are ongoing and we have not yet been notified of any lease rejections. Accordingly, we have not

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accounted for any lease terminations at this time. Bed Bath & Beyond and their subsidiaries had 19 leases at 17 of our multi-tenant properties as of March 31, 2023, totaling approximately 505,000 square feet and $5.2 million of annual rents. We are actively marketing to re-lease these properties.

•David’s Bridal filed for Chapter 11 bankruptcy protection in April 2023. Bankruptcy proceedings are ongoing and we have not yet been notified of any lease rejections. Accordingly, we have not accounted for any lease terminations at this time. David’s Bridal had five leases at five of our multi-tenant properties as of March 31, 2023, totaling 45,000 square feet and $0.7 million of annual rents. We are actively marketing to re-lease these properties.

•Christmas Tree Shops filed for Chapter 11 bankruptcy protection in May 2023. Bankruptcy proceedings are ongoing and we have not yet been notified of any lease rejections. Accordingly, we have not accounted for any lease terminations at this time. Christmas Tree Shops had two leases at two of our multi-tenant properties as of March 31, 2023, totaling 67,000 square feet and $0.8 million of annual rents. We are actively marketing to re-lease these properties.

Please see Part II — Item 1A. “Risk Factors” below (as well as Part I — Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022) for additional information on the risks and uncertainties associated with tenant bankruptcies.

Total Borrowings

As of March 31, 2023, we had total gross debt outstanding of $2.7 billion, bearing interest at a weighted-average interest rate per annum equal to 4.4%, and the weighted average maturity of our indebtedness was 3.8 years as of March 31, 2023. As of March 31, 2023, $288.2 million and $65.7 million of our fixed-rate mortgage debt is scheduled for repayment in the remainder of 2023 and the year ended December 31, 2024, respectively (see Mortgage Notes Payable below for more information). Subsequent to March 31, 2023, we fully repaid $181.8 million of mortgage notes which were scheduled for repayment during the year ended December 31, 2023 using $173.0 million of borrowings funded by draws under our Credit Facility (which was achieved by adding certain of the previously encumbered properties to the asset pool comprising the borrowing base thereunder) and the remainder with cash on hand. We also separately drew $18.0 million on our Credit Facility for general corporate purposes. After these borrowings and property additions to the Credit Facility borrowing base, we had $639.0 million of outstanding borrowings under our Credit Facility and $28.2 million remained available for future borrowings.

As of March 31, 2023, 83.7% of our total gross debt outstanding was fixed-rate (77.1% after considering the mortgage note repayments subsequent to March 31, 2023) which bore interest at a weighted average annual rate of 4.0%, and 16.3% was variable-rate (22.9% after considering the Credit Facility borrowings subsequent to March 31, 2023), consisting solely of amounts outstanding under our Credit Facility, which bore interest at a weighted average annual rate of 6.9%. As of March 31, 2023, we had $5.0 billion in gross real estate assets, at cost, and we had pledged approximately $3.0 billion in gross real estate assets, at cost, as collateral for our mortgage notes payable. In addition, approximately $2.0 billion of these gross real estate assets, at cost, were included in the unencumbered asset pool comprising the borrowing base under the Credit Facility and therefore, this real estate is only available to serve as collateral or satisfy other debts and obligations if it is first removed from the borrowing base under the Credit Facility, which would reduce the amount available to us on the Credit Facility.

As of March 31, 2023, our net debt to gross asset value ratio was 51.5%. We define net debt as the principal amount of our outstanding debt (excluding the effect of deferred financing costs, net and mortgage premiums and discounts, net) less cash and cash equivalents. Gross asset value is defined as total assets plus accumulated depreciation and amortization.

Mortgage Notes Payable

As of March 31, 2023, we had $1.8 billion of gross mortgage notes payable outstanding, bearing interest at a weighted-average interest rate per annum equal to 3.8%. As of March 31, 2023 all of our existing mortgage debt was fixed-rate.

Based on debt outstanding as of March 31, 2023, future anticipated principal payments on our mortgage notes payable for the remainder of 2023 and the year ended December 31, 2024 are $288.2 million and $65.7 million, respectively. Subsequent to March 31, 2023, we fully repaid $181.8 million of mortgage notes which were scheduled for repayment during the year ended December 31, 2023 using $173.0 million of borrowings funded by draws under our Credit Facility and the remainder with cash on hand. We intend to repay the remaining $106.4 million of principal amounts scheduled for repayment during the year ended December 31, 2023 with (i) proceeds from the Credit Facility by transferring some or all of the encumbered properties to the asset pool comprising the borrowing base thereunder (as defined in Note 5 — Credit Facility) and (ii) cash on hand, a portion of which may be generated from future property sales.

Our mortgage notes payable agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of March 31, 2023, we were in compliance with financial covenants under our mortgage notes payable agreements.

Credit Facility

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As of March 31, 2023 we had $448.0 million outstanding under our Credit Facility which had a weighted average annual interest rate of 6.9%.

The aggregate total commitments under the Credit Facility are $815.0 million, including a $50.0 million sublimit for letters of credit and a $55.0 million sublimit for swingline loans. The Credit Facility includes an uncommitted “accordion feature” permitting us to increase the commitments under the Credit Facility by up to an additional $435.0 million, subject to obtaining commitments from new lenders or additional commitments from participating lenders and certain customary conditions.

The Credit Facility is supported by a pool of eligible unencumbered properties that are owned by the subsidiaries of the OP that serve as Guarantors. We may add or remove properties to or from this pool so long as at any time there are at least 15 eligible unencumbered properties with a value of at least $300.0 million, among other things. The amount available for future borrowings under the Credit Facility depends on the amount outstanding thereunder relative to the aggregate commitments; however, the amount we may borrow under the Credit Facility will be limited by financial maintenance covenants.

The Credit Facility requires payments of interest only prior to maturity. The Credit Facility bears interest at a rate equal to either (i) the Base Rate (as defined in the Credit Facility) plus an applicable spread ranging from 0.45% to 1.05%, or (ii) LIBOR plus an applicable spread ranging from 1.45% to 2.05%, in each case depending on our consolidated leverage ratio. In addition, (i) if either we or the OP achieves an investment grade credit rating, the OP can elect for the spread to be based on the credit rating of ours or the OP, and (ii) the “floor” on LIBOR is 0%. As of March 31, 2023, we elected to use LIBOR for all our borrowings under the Credit Facility. Subsequent to March 31, 2023, we amended our Credit Facility to utilize a SOFR-based (as defined below) interest rate on our borrowings thereunder.

The Credit Facility matures on April 1, 2026, subject to our right, subject to customary conditions, to extend the maturity date by up to two additional six-month terms. Borrowings under the Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty, subject to customary breakage costs.

As of March 31, 2023, we were in compliance with the operating and financial covenants under the Credit Facility.

As of March 31, 2023, we had $46.6 million available for future borrowings under the Credit Facility based on the asset pool comprising the borrowing base under the Credit Facility. We may increase this available amount, up to the maximum total commitments of the Credit Facility, by transferring additional unencumbered properties to the asset pool comprising the borrowing base. Subsequent to March 31, 2023, we (i) disposed of one property formerly part of the asset pool comprising the borrowing base under the Credit Facility, (ii) added seven properties formerly encumbered under mortgage notes to the asset pool comprising the borrowing base under the Credit Facility, (iii) borrowed $173.0 million to fully repay certain mortgage notes and (iv) borrowed $18.0 million for general corporate purposes. After these borrowings and net property additions to the asset pool comprising the borrowing base under the Credit Facility, we had $639.0 million outstanding on our Credit Facility and $28.2 million remained available for future borrowings.

See Note 5 — Credit Facility to our consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information regarding our Credit Facility and Note 15 — Subsequent Events for additional information on our Credit Facility activities subsequent to March 31, 2023.

Senior Notes

The $500.0 million aggregate principal amount of 4.50% Senior Notes due 2028 (the “Senior Notes”) were issued on October 7, 2021 and are fully and unconditionally guaranteed (the “Senior Note Guarantees”) on a joint and several basis by our subsidiaries and the OP that are guarantors under the Credit Facility. Subject to certain exceptions, each future subsidiary of these entities that subsequently guarantees indebtedness under the Credit Facility, any other syndicated loan facility or certain capital markets indebtedness, in each case, will be required to execute a Senior Note Guarantee.

As of March 31, 2023, the amount of the Senior Notes on our balance sheet totaled $492.7 million, which is net of $7.3 million of deferred financing costs. The Senior Notes require interest-only payments at an annual rate of 4.50% with the principal due at maturity. As of March 31, 2023, we were in compliance with the covenants under the Senior Notes. See Note 6 — Senior Notes, Net to our consolidated financial statements included in this Quarterly Report on Form 10-Q for further discussion on the Senior Notes and related covenants.

LIBOR Exposure

In July 2017, the Financial Conduct Authority (which regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to LIBOR in derivatives and other financial contracts. On November 30, 2020, the Financial Conduct Authority announced a partial extension of this deadline, indicating its intention to cease the publication of the one-week and two-month USD LIBOR settings immediately following December 31, 2021, and the remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023.

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While we expect LIBOR to be available in substantially its current form until at least the end of June 2023, it is possible that LIBOR will become unavailable prior to that time. Subsequent to March 31, 2023, we amended our Credit Facility to utilize a SOFR-based interest rate for all of our borrowings thereunder. After completing the amendment, we have no further exposure to LIBOR-based contracts. See Note 15 — Subsequent Events for additional information.

Acquisitions and Dispositions — Three Months Ended March 31, 2023

During the three months ended March 31, 2023, we did not acquire any properties.

During the three months ended March 31, 2023, we sold five properties for an aggregate contract sales price of $71.3 million, excluding disposition related costs. Of the five properties sold in the three months ended March 31, 2023, four were formerly encumbered under a mortgage note totaling $45.0 million and one was formerly a part of the asset pool comprising the borrowing base under the Credit Facility.

Acquisitions and Dispositions — Subsequent to March 31, 2023

Subsequent to March 31, 2023, we did not acquire any properties.

Subsequent to March 31, 2023, we disposed of one property for a contract sales price of $1.1 million. We have entered into four purchase and sale agreements to dispose of four properties for an aggregate contract sales price of $14.7 million. We have also entered into four non-binding letters of intent to dispose of 47 properties for an aggregate contract sales price of $96.8 million. The purchase and sale agreements and non-binding letters of intent are subject to conditions, and there can be no assurance we will complete any of these dispositions on their contemplated terms, or at all.

ATM Programs

We did not sell any shares of Class A common stock, Series A Preferred Stock or Series C Preferred Stock through their respective ATM Programs during the three months ended March 31, 2023.

Distribution Reinvestment Plan

Our distribution reinvestment plan (“DRIP”) allows stockholders who have elected to participate in the DRIP to have dividends payable with respect to all or a portion of their shares of Class A common stock reinvested in additional shares of Class A common stock. Shares issued pursuant to the DRIP are, at our election, either (i) acquired directly from us, by issuing new shares, at a price based on the average of the high and low sales prices of Class A common stock on Nasdaq on the date of reinvestment, or (ii) acquired through open market purchases for each participant by the plan administrator at a price based on the weighted-average of the actual prices paid for all of the shares of Class A common stock purchased by the plan administrator with all participants’ reinvested dividends for the related quarter, less a per share processing fee. During the three months ended March 31, 2023 and the year ended December 31, 2022, all shares acquired by participants pursuant to the DRIP were acquired through open market purchases by the plan administrator and not issued to stockholders by us.

Capital Expenditures and Construction in Progress

We invest in capital expenditures to enhance and maintain the value of our properties. We anticipate that, in light of the additional properties acquired in 2022 from the CIM Portfolio Acquisition, capital expenditures in 2023 will be approximately $35 million. Actual amounts could differ from this estimate.

We have historically been able to fund our capital expenditures with available cash on hand or through borrowings under our Credit Facility. We define revenue enhancing capital expenditures as improvements to our properties that we believe will result in higher income generation over time. Capital expenditures for maintenance are generally necessary, non-revenue generating improvements that extend the useful life of the property and are less frequent in nature. By providing this metric, we believe we are presenting useful information for investors that can help them assess the components of our capital expenditures that are expected to either grow or maintain our current revenue. Detail related to our capital expenditures during the three months ended March 31, 2023 is as follows:

	Three Months Ended March 31, 2023 (1)
(In thousands)	Single-Tenant Properties		Multi-Tenant Properties		Total
Capital Expenditures
Revenue enhancing	$	—	$	1,525	$	1,525
Maintenance	67		1,008		1,075
Total Capital Expenditures	67		2,533		2,600
Leasing commissions	111		2,116		2,227
Total	$	178	$	4,649	$	4,827

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(1)Excludes $6.4 million of accrued capital expenditures as of December 31, 2022 which was paid in the three months ended March 31, 2023.

Also, as of March 31, 2023 and December 31, 2022, we had $7.2 million and $8.3 million, respectively, of construction in progress which is included in the prepaid expenses and other assets on the consolidated balance sheets.

Non-GAAP Financial Measures

This section discusses the non-GAAP financial measures we use to evaluate our performance, including Funds from Operations (“FFO”), Adjusted Funds from Operations (“AFFO”) and NOI. While NOI is a property-level measure, AFFO is based on our total performance and therefore reflects the impact of other items not specifically associated with NOI such as interest expense, general and administrative expenses and operating fees to related parties. Additionally, NOI as defined herein, does not reflect an adjustment for straight-line rent but AFFO does include this adjustment. A description of these non-GAAP measures and reconciliations to the most directly comparable GAAP measure, which is net (loss) income, are provided below. Adjustments for unconsolidated partnerships and joint ventures are calculated to exclude the proportionate share of the non-controlling interest to arrive at FFO, AFFO and NOI attributable to stockholders.

Funds from Operations and Adjusted Funds from Operations

Funds from Operations

Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts (“NAREIT”), an industry trade group, has promulgated a performance measure known as FFO, which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. FFO is not equivalent to net income or loss as determined under GAAP.

We calculate FFO, a non-GAAP measure, consistent with the standards established over time by the Board of Governors of NAREIT, as restated in a White Paper and approved by the Board of Governors of NAREIT effective in December 2018 (the “White Paper”). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding depreciation and amortization related to real estate, gains and losses from sales of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. Adjustments for consolidated partially-owned entities (including our OP) and equity in earnings of unconsolidated affiliates are made to arrive at our proportionate share of FFO attributable to our stockholders. Our FFO calculation complies with NAREIT’s definition.

The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, and straight-line amortization of intangibles, which implies that the value of a real estate asset diminishes predictably over time. We believe that, because real estate values historically rise and fall with market conditions, including inflation, interest rates, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation and certain other items may be less informative. Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization, among other things, provides a more complete understanding of our performance to investors and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income.

Adjusted Funds from Operations

In calculating AFFO, we start with FFO, then we exclude certain income or expense items from AFFO that we consider to be more reflective of investing activities, such as non-cash income and expense items and the income and expense effects of other activities that are not a fundamental attribute of our day to day operating business plan, such as amounts related to litigation arising out of the merger with American Realty Capital-Retail Centers of America, Inc. in February 2017 (the “RCA Merger”). These excluded amounts include legal costs incurred as a result of the litigation, portions of which have been and may in the future be reimbursed under insurance policies maintained by us. Insurance reimbursements are deducted from AFFO in the period of reimbursement. We believe that excluding the litigation costs arising out of the RCA Merger helps to provide a better understanding of the operating performance of our business. Other income and expense items also include early extinguishment of debt and unrealized gains and losses, which may not ultimately be realized, such as gains or losses on derivative instruments and gains and losses on investments. In addition, by excluding non-cash income and expense items such as amortization of above-market and below-market lease intangibles, amortization of deferred financing costs, straight-line rent, and share-based compensation related to restricted shares and the 2021 OPP from AFFO, we believe we provide useful information regarding those income and expense items which have a direct impact on our ongoing operating performance.

In calculating AFFO, we exclude certain expenses which under GAAP are characterized as operating expenses in determining net (loss) income, such as (i) acquisition, transaction and other costs, (ii) legal fees and expenses associated with COVID-19-related lease disputes involving certain tenants and (iii) certain other expenses, including general and administrative

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expenses incurred for the 2023 proxy that were specifically related to our 2023 proxy contest and related Blackwells litigation (as described herein). These expenses negatively impact our operating performance during the period in which they are incurred and thus have negative effects on returns to investors, but are excluded by us as we believe they are not reflective of our on-going performance. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net (loss) income. In addition, as discussed above, we view gains and losses from fair value adjustments as items which are unrealized and may not ultimately be realized and not reflective of ongoing operations and are therefore typically adjusted for when assessing operating performance. Excluding income and expense items detailed above from our calculation of AFFO provides information consistent with management’s analysis of our operating performance. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gains or losses, we believe AFFO provides useful supplemental information. By providing AFFO, we believe we are presenting useful information that can be used, among other things, to assess our performance without the impact of transactions or other items that are not related to our portfolio of properties. AFFO presented by us may not be comparable to AFFO reported by other REITs that define AFFO differently. Furthermore, we believe that in order to facilitate a clear understanding of our operating results, AFFO should be examined in conjunction with net (loss) income as presented in our consolidated financial statements. AFFO should not be considered as an alternative to net (loss) income as an indication of our performance or to cash flows as a measure of our liquidity or ability to pay dividends. FFO and AFFO may include income from lease termination fees, which is recorded in revenue from tenants in the consolidated statements of operations.

Accounting Treatment of Rent Deferrals/Abatements  

The majority of the concessions granted to our tenants as a result of the COVID-19 pandemic have been rent deferrals or temporary rent abatements with the original lease term unchanged and collection of deferred rent deemed probable (see the “Overview — Impacts of the COVID-19 Pandemic” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information). As a result of relief granted by the FASB and SEC related to lease modification accounting, rental revenue used to calculate Net Income and NAREIT FFO was not significantly impacted by these types of deferrals. In addition, since these deferral amounts were substantially collected, we have excluded from the increase in straight-line rent for AFFO purposes the amounts recognized under GAAP relating to these types of rent deferrals. Conversely, for abatements where contractual rent was reduced, the reduction in revenue is reflected over the remaining lease term for accounting purposes but represents a permanent reduction in revenue and we have, accordingly, reduced our AFFO. For a detailed discussion of our revenue recognition policy, including details related to the relief granted by the FASB and SEC, see Note 2 — Significant Accounting Polices to our consolidated financial statements included in the Quarterly Report on Form 10-Q.

The table below reflects the items deducted from or added to net income or loss in our calculation of FFO and AFFO for the periods presented:

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	Three Months Ended March 31,
(In thousands)	2023		2022
Net loss attributable to common stockholders (in accordance with GAAP)	$	(18,757)	$	39,934
Impairment of real estate investments	—		5,942
Depreciation and amortization	54,182		37,688
Gain on sale of real estate investments	(11,792)		(53,569)
Proportionate share of adjustments for non-controlling interests to arrive at FFO	(55)		13
FFO (as defined by NAREIT) attributable to common stockholders (1)	23,578		30,008
Acquisition, transaction and other costs (2)	565		279
Legal fees and expenses — COVID-19 lease disputes (3)	(12)		(8)
Accretion of market lease and other intangibles, net	(2,476)		(1,098)
Straight-line rent	(1,121)		(1,114)
Straight-line rent (rent deferral agreements) (4)	(4)		(442)
Amortization of mortgage (premiums) and discounts on borrowings, net	471		(13)
Gain on non-designated derivatives (5)	—		(2,250)
Equity-based compensation (6)	3,567		3,498
Amortization of deferred financing costs, net	3,760		2,893
Expenses attributable to 2023 proxy contest and related litigation (7)	2,181		—
Proportionate share of adjustments for non-controlling interests to arrive at AFFO	(8)		(2)
AFFO attributable to common stockholders (1)	$	30,501	$	31,751

___________

(1)FFO and AFFO for the three months ended March 31, 2023 and 2022 include income from lease modification/termination revenue of $0.1 million, and $4.5 million, respectively, which are recorded in revenue from tenants in the consolidated statements of operations. See Note 2 — Summary of Significant Accounting Policies – Revenue Recognition to our consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information.

(2)Includes primarily prepayment costs incurred in connection with early debt extinguishment as well as litigation costs related to the RCA Merger.

(3)Reflects legal costs incurred related to disputes with tenants due to store closures or other challenges resulting from COVID-19. The tenants involved in these disputes had not recently defaulted on their rent and, prior to the second and third quarters of 2020, had recently exhibited a pattern of regular payment. Based on the tenants involved in these matters, their history of rent payments, and the impact of the pandemic on current economic conditions, we view these costs as COVID-19-related and separable from our ordinary general and administrative expenses related to tenant defaults. We engaged counsel in connection with these issues separate and distinct from counsel we typically engage for tenant defaults. The amount reflects what we believe to be only those incremental legal costs above what we typically incur for tenant-related dispute issues. We may continue to incur these COVID-19 related legal costs in the future.

(4)Represents amounts related to deferred rent pursuant to lease negotiations which qualify for FASB relief for which rent was deferred but not reduced. These amounts are included in the straight-line rent receivable on our consolidated balance sheet but are considered to be earned revenue attributed to the current period for which rent was deferred for purposes of AFFO as they are expected to be collected. Accordingly, when the deferred amounts are collected, the amounts reduce AFFO. For rent abatements (including those qualified for FASB relief), where contractual rent has been reduced, the reduction in revenue is reflected over the remaining lease term for accounting purposes but represents a permanent reduction in revenue and we have, accordingly reduced our AFFO. As of March 31, 2023, we have substantially collected all previously deferred rents.

(5)In the three months ended March 31, 2022, we recognized a gain of $2.3 million related to the change in fair value of an embedded derivative within the purchase and sale agreement of the CIM Portfolio Acquisition. We do not consider non-cash gains or losses for embedded derivative fair value adjustments to be capital in nature, nor do we consider them a part of recurring operations. Accordingly, such amounts are excluded for AFFO purposes.

(6)Includes expense related to the amortization of our restricted common shares and LTIP Units related to our multi-year outperformance agreements for all periods presented.

(7)Amount relates to general and administrative expenses incurred for our 2023 proxy contest and related Blackwells litigation. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for this amount. See Note 9 — Commitments and Contingencies — Litigation and Regulatory Matters — Blackwells Litigation to our consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information.

Net Operating Income

NOI is a non-GAAP financial measure used by us to evaluate the operating performance of our real estate. NOI is equal to total revenues, excluding contingent purchase price consideration, less property operating and maintenance expense. NOI excludes all other items of expense and income included in the financial statements in calculating net (loss) income. We believe NOI provides useful and relevant information because it reflects only those income and expense items that are incurred at the property level and presents such items on an unleveraged basis. We use NOI to assess and compare property level performance and to make decisions concerning the operation of the properties. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis, providing perspective not immediately apparent from net (loss) income.

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NOI excludes certain items included in calculating net (loss) income in order to provide results that are more closely related to a property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net (loss) income as presented in our consolidated financial statements. NOI should not be considered as an alternative to net (loss) income as an indication of our performance or to cash flows as a measure of our liquidity or ability to pay dividends.

The following table reflects the items deducted from or added to net income (loss) attributable to common stockholders in our calculation of NOI for the three months ended March 31, 2023:

	Same Store				Acquisitions				Disposals				Non-Property Specific		Total
(In thousands)	Single-Tenant		Multi-Tenant		Single-Tenant		Multi-Tenant		Single-Tenant		Multi-Tenant
Net income (loss) attributable to common stockholders (in accordance with GAAP)	$	1,097	$	4,721	$	691	$	1,853	$	12,181	$	(81)	$	(39,219)	$	(18,757)
Asset management fees to related party	—		—		—		—		—		—		7,956		7,956
Acquisition, transaction and other costs	451		3		—		—		—		—		111		565
Equity-based compensation	—		—		—		—		—		—		3,567		3,567
General and administrative	67		1,423		—		402		—		—		8,600		10,492
Depreciation and amortization	21,316		9,867		423		22,166		410		—		—		54,182
Interest expense	17,051		2,106		—		2,353		—		—		13,165		34,675
(Gain) loss on sale of real estate investments	(99)		—		—		—		(11,856)		163		—		(11,792)
Other income	(16)		—		—		(11)		—		—		—		(27)
Allocation for preferred stock	—		—		—		—		—		—		5,837		5,837
Net loss attributable to non-controlling interests	—		—		—		—		—		—		(17)		(17)
NOI	$	39,867	$	18,120	$	1,114	$	26,763	$	735	$	82	$	—	$	86,681

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The following table reflects the items deducted from or added to net income (loss) attributable to common stockholders in our calculation of NOI for the three months ended March 31, 2022:

	Same Store				Acquisitions				Disposals				Non-Property Specific		Total
(In thousands)	Single-Tenant		Multi-Tenant		Single-Tenant		Multi-Tenant		Single-Tenant		Multi-Tenant
Net income (loss) attributable to common stockholders (in accordance with GAAP)	$	8,888	$	6,981	$	107	$	995	$	51,740	$	(335)	$	(28,442)	$	39,934
Asset management fees to related party	—		—		—		—		—		—		7,826		7,826
Impairment of real estate investments			—		—		—		5,942		—		—		5,942
Acquisition, transaction and other costs	60		—		—		—		—		—		219		279
Equity-based compensation	—		—		—		—		—		—		3,498		3,498
General and administrative	56		232		—		—		5		43		6,497		6,833
Depreciation and amortization	17,915		10,023		92		7,160		1,231		1,267		—		37,688
Interest expense	16,908		—		—		81		—		—		6,751		23,740
Gain on sale of real estate investments	—		—		—		—		(53,569)		—		—		(53,569)
Other income	(17)		(1)		—		—		—		—		—		(18)
Gain on non-designated derivatives	—		—		—		—		—		—		(2,250)		(2,250)
Allocation for preferred stock	—		—		—		—		—		—		5,837		5,837
Net income attributable to non-controlling interests	—		—		—		—		—		—		64		64
NOI	$	43,810	$	17,235	$	199	$	8,236	$	5,349	$	975	$	—	$	75,804

Dividends and Distributions

Dividends on our Class A common stock have been declared on a quarterly basis in an amount equal to $0.85 per share each year. This dividend rate has been in effect since our April 1, 2020 dividend declaration. The amount of dividends payable on our Class A common stock to our common stock holders is determined by our board of directors and is dependent on a number of factors, including funds available for dividends, our financial condition, provisions in our Credit Facility or other agreements that may restrict our ability to pay dividends, capital expenditure requirements, as applicable, requirements of Maryland law and annual distribution requirements needed to maintain our status as a REIT. We anticipate dividends will continue to be paid on a quarterly basis in arrears on or around the 15th day of the first month following the end of each fiscal quarter (unless otherwise specified) to Class A common stockholders of record on the record date for such payment, although there can be no assurance that the board will declare dividends in future periods.

Dividends on our Series A Preferred Stock have been declared quarterly in an amount equal to $1.875 per share each year, which is equivalent to the rate of 7.50% of the $25.00 liquidation preference per share per annum. Dividends on the Series A Preferred Stock are payable quarterly in arrears on the 15th day of each of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicable record date.

Dividends on our Series C Preferred Stock have been declared quarterly in an amount equal to $1.844 per share each year, which is equivalent to the rate of 7.375% of the $25.00 liquidation preference per share per annum. Dividends on the Series C Preferred Stock are payable quarterly in arrears on the 15th day of each of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicable record date.

Our Credit Facility contains provisions restricting our ability to pay distributions, including paying cash dividends on equity securities (including the Series A Preferred Stock and Series C Preferred Stock). We are generally permitted to pay dividends on the Series A Preferred Stock, Series C Preferred Stock, and Class A common stock and other distributions for any fiscal quarter in an aggregate amount of up to 105% of annualized Adjusted Funds from Operations (“AFFO”, as defined in the Credit Facility) for a look-back period of four consecutive fiscal quarters but only if, as of the last day of the period, after giving effect to the payment of those dividends and distributions, we are able to satisfy a maximum leverage ratio and maintain a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $60.0 million. If these conditions are not satisfied, the applicable threshold percentage of AFFO will be 95% instead of 105%. If applicable, during the continuance of an event of default under the Credit Facility, we may not pay dividends or other distributions in excess of the amount necessary for us to maintain our status as a REIT.

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We may repurchase shares if we satisfy a maximum leverage ratio after giving effect to the repurchase and also have a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $40.0 million.

Notwithstanding the previous amendments, there is no assurance that the lenders will consent to any additional amendments to the Credit Facility that may become necessary to maintain compliance with the Credit Facility.

During the three months ended March 31, 2023, cash used to pay dividends on our Class A common stock, dividends on our Series A Preferred Stock, dividends on our Series C Preferred Stock, distributions on our LTIP Units and distributions for our limited partnership units that correspond to shares of our Class A common stock was generated from cash flows provided by operations as well as cash on hand. We have, in prior periods, funded dividends from other sources. If we need to identify financing sources other than operating cash flows to fund dividends at their current level, there can be no assurance that other sources will be available on favorable terms, or at all.

Complying with the restriction on the payment of dividends and other distributions in our Credit Facility may limit our ability to incur additional indebtedness and use cash that would otherwise be available to us. Funding dividends from borrowings restricts the amount we can borrow for property acquisitions and investments. Using proceeds from the sale of assets or the issuance of our Class A common stock, Series A Preferred Stock, Series C Preferred Stock or other equity securities to fund dividends rather than invest in assets will likewise reduce the amount available to invest. Funding dividends from the sale of additional securities could also dilute our stockholders.

The following table shows the sources for the payment of dividends to stockholders, including dividends on unvested restricted shares and other dividends and distributions for the period indicated:

	Three Months Ended March 31, 2023
(In thousands)	Amount		Percentage of Dividends
Dividends and other cash distributions:
Cash dividends paid to common stockholders	$	28,523	82.5	%
Cash dividends paid to Series A preferred stockholders	3,719		10.8	%
Cash dividends paid to Series C preferred stockholders	2,118		6.1	%
Cash distributions on LTIP Units	181		0.5	%
Cash distributions on Class A Units	37		0.1	%
Total dividends and other cash distributions paid	$	34,578	100.0	%
Source of dividend and other cash distributions coverage:
Cash flows provided by operations	$	18,085	52.3	%
Available cash on hand	16,493		47.7	%
Total sources of dividend and other cash distributions coverage	$	34,578	100.0	%
Cash flows provided by operations (GAAP basis)	$	18,085
Net loss (in accordance with GAAP)	$	(12,937)

Loan Obligations

The payment terms of certain of our mortgage loan obligations require principal and interest payments monthly, with all unpaid principal and interest due at maturity. Our loan agreements stipulate that we comply with specific reporting covenants. As of March 31, 2023, we were in compliance with the debt covenants under our loan agreements, including our Senior Notes and Credit Facility.

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Election as a REIT

We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), effective for our taxable year ended December 31, 2013. We believe that, commencing with such taxable year, we have been organized and have operated in a manner so that we qualify for taxation as a REIT under the Code. We intend to continue to operate in such a manner, but can provide no assurances that we will operate in a manner so as to remain qualified as a REIT. To continue to qualify for taxation as a REIT, we must distribute annually at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard for the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements. If we continue to qualify for taxation as a REIT, we generally will not be subject to federal corporate income tax on the portion of our REIT taxable income that we distribute to our stockholders. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and properties, as well as federal income and excise taxes on our undistributed income.

Inflation

We may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions, or those leases which have escalations at rates which do not exceed or approximate current inflation rates. As of March 31, 2023, the increase to the 12-month CPI for all items, as published by the Bureau of Labor Statistics, was 5.0%. To help mitigate the adverse impact of inflation, approximately 65.1% of our leases with our tenants contain rent escalation provisions which increase the cash that is due under these leases over time by an average of 1.1% per year. These provisions generally increase rental rates during the terms of the leases either at fixed rates or indexed escalations (based on the Consumer Price Index or other measures). Approximately 62.7% are fixed-rate, 2.4% are based on the Consumer Price Index and 34.9% do not contain any escalation provisions.

In addition, we may be required to pay costs for maintenance and operation of properties which may adversely impact our results of operations due to potential increases in costs and operating expenses resulting from inflation. However, our net leases require the tenant to pay its allocable share of operating expenses, which may include common area maintenance costs, real estate taxes and insurance. This may reduce our exposure to increases in costs and operating expenses resulting from inflation. As the costs of general goods and services continue to rise, we may be adversely impacted by increases in general and administrative costs due to overall inflation.

Related-Party Transactions and Agreements

Please see Note 10 — Related Party Transactions and Arrangements to our consolidated financial statements in this Quarterly Report on Form 10-Q for a discussion of the various related party transactions, agreements and fees.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There has been no material change in our exposure to market risk during the three months ended March 31, 2023. For a discussion of our exposure to market risk, refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

No change occurred in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

Refer to “Litigation and Regulatory Matters” in Part I — Item 1 — Note 9 — Commitments and Contingencies, in our accompanying Consolidated Financial Statements.

Item 1A. Risk Factors.

There have been no material changes to the risk factors disclosed in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022, and we direct your attention to those risk factors, except for those listed below:

We are subject to risks associated with proxy contests and other actions of activist stockholders.

On October 24, 2022, Blackwells Onshore I LLC (“Blackwells Onshore”) (together with its affiliates, “Blackwells”) delivered a purported notice of intent to nominate two candidates for election to our board of directors at the 2023 annual meeting of stockholders (the “2023 Annual Meeting”) and to submit six non-binding proposals at the 2023 Annual Meeting. We have advised Blackwells that its notice did not satisfy the requirements for notice of these matters set forth in our bylaws and that we intend to exclude them from being considered at the 2023 Annual Meeting. Blackwells subsequently filed a preliminary proxy statement with the SEC relating to the solicitation of our shareholders in favor of its purported nominees and proposals.

We and Blackwells have each filed complaints related to the purported nominations and proposals and related matters. The outcome of this ongoing litigation is uncertain and we will likely continue to incur substantial expenses associated with the litigation as well as any resulting proxy contest. The litigation could also be costly, time consuming and distracting. Further, a court may require us to consider Blackwell’s nominees and proposals at the 2023 Annual Meeting. The proxy statement we filed with the SEC on April 10, 2023 did not contain the names of Blackwell’s purported nominees. If the court determines that Blackwells’ purported nominations are valid, we would have to discard any proxy cards received from the GOLD proxy card accompanying the proxy statement that was mailed to stockholders on April 11, 2023. We would then be required to furnish universal proxy cards including the candidates nominated by Blackwells.

In addition, a proxy contest, unsolicited takeover or other form of stockholder activism or related activities on the part of Blackwells or another stockholder, including in the event that we are required to consider Blackwells’ nominees and proposals at the 2023 Annual Meeting, could adversely affect our business for a number of reasons, including, without limitation, the following:

•responding to proxy contests and other actions by activist stockholders can be costly and time-consuming, disrupting our operations and diverting the attention of management and our Advisor;

•stockholder activism or actual or potential changes to the composition of our board of directors may lead to the perception of a change in the direction of our business, instability or lack of continuity, which may be exploited by our competitors, cause concern to current or potential sellers of properties, clients and financing sources. If potential or existing sellers of properties, clients or financing sources choose to delay, defer or reduce transactions with us or transact with our competitors instead of us because of any such issues, then our results of operations could be adversely affected;

•we may suffer damage to our reputation or brand by way of actions taken or statements made by outside constituents, including activist investors and shareholder advisory firms, which could adversely affect the trading price of our securities; and

•if the nominees advanced by an activist stockholder were to be elected to our board of directors with a specific agenda, it could adversely affect our ability to effectively and timely run our business or to realize long-term value from our assets, and this could in turn have an adverse effect on our business and on our results of operations and financial condition.

Proxy contests and related litigation may also cause our stock price to experience periods of volatility based upon temporary or speculative market perceptions or other factors that do not necessarily reflect our underlying fundamentals and prospects.

If a tenant or lease guarantor declares bankruptcy or becomes insolvent, we may be unable to collect balances due under relevant leases.

A bankruptcy filing of our other tenants or any guarantor of one of our tenant’s lease obligations would result in a stay of all efforts by us to collect pre-bankruptcy debts from these entities or their assets, unless we receive an enabling order from the bankruptcy court. Post-bankruptcy debts would be required to be paid currently. If a lease is assumed by one of our other

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tenants, all pre-bankruptcy balances owing under it must be paid in full. In the event of additional bankruptcies by our other tenants, we cannot assure our stockholders that the debtor in possession or the bankruptcy trustee will assume our lease and that our cash flow and the amounts available for dividends or other distributions to our stockholders will not be adversely affected.

Tenants with leases representing approximately 8% of our annualized SLR as of December 31, 2022, have recently filed or become subject to bankruptcy proceedings including: (i) the tenant at 16 properties known as the American Car Center I portfolio which has terminated the master lease for all of the properties; (ii) the tenant known as the Burger King I portfolio which leased 41 properties but terminated 13 of the leases; (iii) Mountain Express Oil Company which leases 71 properties and is seeking to reject 28 of the leases; (iv) Bed Bath & Beyond and its subsidiaries which lease 19 suites at 17 multi-tenant properties; (v) David’s Bridal which leases five suites at five of our multi-tenant properties; and (vi) Christmas Tree Shops which leases two suites at two of our multi-tenant properties. With respect to those leases that have been rejected, we have a general unsecured claim for damages, but our claim is capped at the rent reserved under the lease, without acceleration, for the greater of one year or 15% of the remaining term of the lease, but not greater than three years, plus rent already due but unpaid as of the date of the bankruptcy filing. This claim could be paid only if funds were available, and then only in the same percentage as that realized on other unsecured claims. There is no assurance we will be able to release the vacated space at rental rates comparable to the rates on the rejected leases, if at all.

Further deterioration in the economy could lead to additional losses or defaults from space leased to these or other tenants which may result in additional filings by tenants seeking eject or modify leases through the bankruptcy process all of which could cause us to incur material losses and may have a material adverse impact on our financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Recent Sale of Unregistered Equity Securities

There were no sales of unregistered equity securities by the Company and affiliated purchasers during the three months ended March 31, 2023.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

There were no purchases of equity securities by the Company and affiliated purchasers during the three months ended March 31, 2023.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

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EXHIBITS INDEX

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (and are numbered in accordance with Item 601 of Regulation S-K).

Exhibit No.	Description
3.1 (1)	Articles of Restatement
3.2 (2)	Articles Supplementary relating to reclassification of common stock, classification of additional shares of 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share, and classification of additional shares of 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, filed on January 13, 2021
3.3 (4)	Fifth Amended and Restated Bylaws
3.4 (5)	Amendment to Fifth Amended and Restated Bylaws
3.5 (3)	Articles of Amendment to the Articles of Restatement of American Finance Trust, Inc. as filed with the State Department of Assessments and Taxation of Maryland on February 10, 2022
10.1 *	Amendment No. 1, dated as of April 17, 2023, to Amended and Restated Credit Agreement, dated as of October 1, 2021, by and among American Finance Operating Partnership, L.P., American Finance Trust, Inc. and the other guarantors party thereto, BMO Harris Bank, N.A., as administrative agent, and the other lender parties thereto
31.1 *	Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 *	Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 *	Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS *	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH *	Inline XBRL Taxonomy Extension Schema Document.
101.CAL *	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF *	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB *	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE *	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 *	Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

_________

*    Filed herewith.

(1)Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 25, 2021 and incorporated herein by reference.

(2)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on January 13, 2021 and incorporated herein by reference.

(3)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on February 14, 2022 and incorporated herein by reference.

(4)Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 24, 2022 and incorporated herein by reference.

(5)Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 19, 2022 and incorporated herein by reference.

69

SIGNATURES

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

The Necessity Retail REIT, Inc.
By:	/s/ Edward M. Weil, Jr.
	Edward M. Weil, Jr.
	Chief Executive Officer and President (Principal Executive Officer)
By:	/s/ Jason F. Doyle
	Jason F. Doyle
	Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)

Dated: May 10, 2023

70

EX-10.1

EXHIBIT 10.1

First Amendment to Amended and Restated Credit Agreement

This First Amendment to Amended and Restated Credit Agreement (this “Amendment”) is entered into as of April 17, 2023 (the “First Amendment Effective Date”) among The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), The Necessity Retail REIT, Inc., a Maryland corporation (formerly known as American Finance Trust, Inc., “AF REIT”), as a Guarantor, the other Guarantors party hereto, the Lenders party hereto, and BMO HARRIS BANK N.A., as administrative agent (in such capacity, the “Administrative Agent”).

Preliminary Statements

    A.    The Borrower, AF REIT, the other Guarantors party thereto, the Lenders party thereto, and the Administrative Agent have heretofore entered into that certain Amended and Restated Credit Agreement dated as of October 1, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and as amended by this Amendment, the “Credit Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement, as amended by this Amendment.

    B.    The Borrower has requested that the Lenders and the Administrative Agent make certain amendments to the Credit Agreement, and the Lenders and the Administrative Agent are willing to do so under the terms and conditions set forth in this Amendment.

    C.    This Amendment shall constitute a Loan Document and these Preliminary Statements shall be construed as part of this Amendment.

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

Section 1.    Amendments to Credit Agreement.

1.1.    Subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Credit Agreement shall be and hereby is amended as follows:

The Credit Agreement and Exhibits are hereby amended to delete the struck text (indicated textually in the same manner as the following example: struck text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement and Exhibits attached as Annex I hereto, except that any Schedule to the Credit Agreement not amended pursuant to the terms of this Amendment or otherwise included as part of said Annex I shall remain in effect without any amendment or other modification thereof.

1.2.    Notwithstanding the foregoing, (i) all outstanding Loans that are LIBOR Loans immediately prior to the effectiveness of this Amendment (the “Existing LIBOR Loans”) shall continue as LIBOR Loans (as such term is defined in the Existing Credit Agreement immediately prior to the effectiveness of this Amendment) until the last day of each such Interest Period (as such term is defined in the Existing Credit Agreement immediately prior to the effectiveness of this Amendment) applicable to the outstanding Existing LIBOR Loans and thereafter, all Interest Periods for the outstanding Existing LIBOR Loans shall be selected in accordance with the Credit Agreement after giving effect to this Amendment and (ii) notwithstanding clause (i) above, the terms of the Existing Credit Agreement, as in effect immediately prior to the effectiveness of this Amendment, in respect of the calculation, payment and administration of the Existing LIBOR Loans shall remain in effect from and after the First Amendment Effective Date, in each case, solely for purposes of making, and the administration of, interest payments on the Existing LIBOR Loans.

Section 2.    Reaffirmation of Guaranties.

    Each Guarantor hereby (i) acknowledges and consents to the terms of this Amendment and the Credit Agreement as amended by this Amendment, (ii) confirms that its Guaranty in favor of the Administrative Agent, for the benefit of the Lenders, and all of its obligations thereunder, as amended, remain in full force and effect and (iii) reaffirms all of the terms, provisions, agreements and covenants contained in its Guaranty. Each Guarantor agrees that its consent to any further amendments or modifications to the Credit Agreement and other Loan Documents shall not be required solely as a result of this acknowledgment and consent having been obtained, except to the extent, if any, required by any Guaranty.

Section 3.    Conditions Precedent.

The effectiveness of this Amendment is subject to the satisfaction of the following condition precedent: the Administrative Agent having received this Amendment duly executed by the Borrower, each Guarantor, the Administrative Agent and the Lenders.

Section 4.    Representations.

In order to induce the Administrative Agent and the Lenders to execute and deliver this Amendment, the Borrower, AF REIT and each other Guarantor hereby represents to the Administrative Agent and the Lenders that (a) after giving effect to this Amendment, the representations and warranties set forth in Section 6 of the Credit Agreement, as amended by this Amendment, are and shall be and remain true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of the date hereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (b) no Default or Event of Default has occurred and is continuing under the Credit Agreement or shall result after giving effect to this Amendment.

Section 5.    Miscellaneous.

5.1.    Except as specifically amended herein, the Credit Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Credit Agreement, the Notes, the other Loan Documents, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby.

    5.2.    The Borrower agrees to pay on demand all reasonable and documented costs and out-of-pocket expenses of or incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, including the reasonable and documented fees and out-of-pocket expenses of one outside counsel for the Administrative Agent.

    5.3.    This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (e.g., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment. This Amendment, and the rights and duties of the parties hereto, shall be construed and determined in accordance with the laws of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations law of the State of New York) without regard to conflicts of law principles that would require application of the laws of another jurisdiction.

[Signature Pages Follow]

This Amendment is entered into as of the date and year first above written.

Borrower:

The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P.)

By:     The Necessity Retail REIT, Inc., its general partner

By:     /s/ Jason F. Doyle    

    Name:    Jason F. Doyle    

    Title:    Chief Financial Officer, Treasurer and Secretary

Guarantors:

The Necessity Retail REIT, Inc., a Maryland corporation

By: /s/ Michael Anderson    

Name:    Michael Anderson

Title:    Authorized Signatory

ARC BHTVCMI001, LLC

ARC CLORLFL001, LLC

ARC CTCHRNC001, LLC

ARC CVDETMI001, LLC

ARC DB5PROP001, LLC

ARC DB5SAAB001, LLC

ARC HR5GRSC001, LLC

ARC HR5STP1001, LLC

ARC HR5STP1002, LLC

ARC HR5STP2001, LLC

ARC HR5STP3001, LLC

ARC HR5STP3002, LLC

ARC JCWSTCO001, LLC

ARC LCROWTX001, LLC

ARC MFAKNSC001, LLC

ARC MFFNCAL001,LLC

ARC MFHLDMI001, LLC

ARC MFMCDGA001, LLC

ARC MFMDNID001, LLC

ARC MFSGWMI001, LLC

ARC MFTSEFL002, LLC

ARC MFVALGA001, LLC

ARC NCCHRNC001, LLC

ARC NTSNTTX001, LLC

ARC NWNCHSC001, LLC

ARC PCBIRAL001, LLC

ARC PRLAWKS001, LLC

ARC PSFKFKY001, LLC

ARC PTSCHIL001, LLC

ARC QSOKCOK001, LLC

ARC SRTULOK001, LLC

ARC SSSEBFL001, LLC

ARC SWHOUTX001, LLC

By:        The Necessity Retail REIT Operating Partnership, L.P., its sole member

By:        The Necessity Retail REIT, Inc., its general partner

By: /s/ Michael Anderson    

Name:    Michael Anderson

Title:    Authorized Signatory

ARC SWWCHOH001, LLC

ARC SWWMGPA001, LLC

ARC TCMESTX001, LLC

ARC TMMONPA001, LLC

ARC TSKCYMO001, LLC

ARG ACHOUTX001, LLC

ARG AR16PCK001, LLC

ARG ARDRDLA001, LLC

ARG BCBEAOH001, LLC

ARG BCSPRMA001, LLC

ARG BJBTVNY001, LLC

ARG CALAFLA001, LLC

ARG CCCARPA001, LLC

ARG CCPLOWI001, LLC

ARG CRHAGMD001, LLC

ARG DCDARIL001, LLC

ARG DDFLTMI001, LLC

ARG DDHBLTX001, LLC

ARG DG17PCK001, LLC

ARG DMDERKS001, LLC

ARG DPOSHWI001, LLC

ARG ECENIOK001, LLC

ARG EMEVGIL001, LLC

ARG FCSTANC001, LLC

ARG FG7PSLB001, LLC

ARG FGALPMI001, LLC

ARG FM16PCK001, LLC

ARG FMDADAL001, LLC

ARG FMJCKAL001, LLC

ARG FMPHIMS001, LLC

ARG FMTALAL001, LLC

ARG FSBROWI001, LLC

ARG FTFTWIN001, LLC

ARG GFBOGKY001, LLC

By:        The Necessity Retail REIT Operating Partnership, L.P., its sole member

By:        The Necessity Retail REIT, Inc., its general partner

By: /s/ Michael Anderson    

Name:    Michael Anderson

Title:    Authorized Signatory

ARG HBSTUMA001, LLC

ARG HCHOULA001, LLC

ARG IRL8SLB001, LLC

ARG KGOMHNE001, LLC

ARG LMLAWOK001, LLC

ARG LPLAFIN001, LLC

ARG LSSALMD001, LLC

ARG MCCOLIN001, LLC

ARG MFMUSMI001, LLC

ARG MKASHOH001, LLC

ARG MMASHKY001, LLC

ARG MPELYOH001, LLC

ARG MPLTRAR001, LLC

ARG NCD5PCK001, LLC

ARG NLGAIGA001, LLC

ARG NRTAMFL001, LLC

ARG OTOWEKY001, LLC

ARG PMPLAIL001, LLC

ARG PPMONLA001, LLC

ARG PSALBNM001, LLC

ARG PSFKNWI001, LLC

ARG PSREYOH001, LLC

ARG RALLAFL001, LLC

ARG SAABITX001, LLC

ARG SBSALKS001, LLC

ARG SCRIVFL001, LLC

ARG SCROCNC001, LLC

ARG SMSHPPA001, LLC

ARG SPSPRIL001, LLC

ARG SSSTRPA001, LLC

ARG TACOLSC001, LLC

ARG TCFLOKY001, LLC

By:        The Necessity Retail REIT Operating Partnership, L.P., its sole member

By:        The Necessity Retail REIT, Inc., its general partner

By: /s/ Michael Anderson    

Name:    Michael Anderson

Title:    Authorized Signatory

ARG TMMARGA001, LLC

ARG TTRALNC001, LLC

ARG TVLOUTN001, LLC

ARG TW15PCK001, LLC

ARG UMMARIN001, LLC

ARG VPALBNM001, LLC

ARG WCJACNC001, LLC

ARG WCSLNNC001, LLC

ARG WO19PCK001, LLC

By:        The Necessity Retail REIT Operating Partnership, L.P., its sole member

By:        The Necessity Retail REIT, Inc., its general partner

By: /s/ Michael Anderson    

Name:    Michael Anderson

Title:    Authorized Signatory

Administrative Agent:

BMO Harris Bank N.A.

By: /s/ Darin Mainquist    

    Name:    Darin Mainquist

    Title:    Director

Lenders:

BMO Harris Bank N.A., as a Lender

By: /s/ Darin Mainquist    

    Name:    Darin Mainquist

    Title:    Director

Capital One, National Association, as a Lender

By:    /s/ Dennis Haydel    

    Name:    Dennis Haydel    

    Title:    Vice President    

Citizens Bank, N.A., as a Lender

By:     /s/ Donald Woods    

    Name:    Donald Woods    

    Title:    Senior Vice President    

Truist Bank, as a Lender

By:     /s/ Ryan Almond    

    Name:    Ryan Almond    

    Title:    Director    

Société Générale, as a Lender

By:     /s/ Kimberly Metzger    

    Name:    Kimberly Metzger    

    Title:    Director    

Comerica Bank, as a Lender

By:     /s/ Charles Weddell    

    Name:    Charles Weddell    

    Title:    Senior Vice President    

KeyBank, National Association, as a Lender

By:     /s/ Sara Jo Smith    

    Name:    Sara Jo Smith    

    Title:    Senior Vice President    

Synovus Bank, as a Lender

By:     /s/ Zachary Braun    

    Name:    Zachary Braun    

    Title:    Corporate Banker    

Credit Suisse AG, New York Branch, as a Lender

By:    /s/ Mikhail Faybusovich    

    Name:    Mikhail Faybusovich    

    Title:    Authorized Signatory    

By:    /s/ John Basilici    

    Name:    John Basilici    

    Title:    Authorized Signatory    

Annex I

Revised Credit Agreement

[See attached]

Amended and Restated Credit Agreement


Dated as of October 1, 2021


among


The Necessity Retail REIT Operating Partnership, L.P.,
as Borrower


The Guarantors from Time to Time Party hereto,


The Lenders from Time to Time Party Hereto,


Capital One, National Association,

Citizens Capital Markets, Inc.,

KeyBank National Association, and

Truist Securities, Inc.,
as Co-Syndication Agents,

Société Générale,
as Sustainability Agent,


and


BMO Harris Bank N.A.,
as Administrative Agent

BMO Capital Markets Corp., Capital One, National Association, Citizens Bank, N.A.,
KeyBanc Capital Markets, Inc., and Truist Securities, Inc.,
as Joint Lead Arrangers and Joint Book Runners

Table of Contents

Section    Heading    Page

SECTION 1.The Credit Facility	1
Section 1.1.Commitments	1
Section 1.2.Swing Loans	2
Section 1.3.Letters of Credit	3
Section 1.4.Applicable Interest Rates.	7
Section 1.5.Minimum Borrowing Amounts; Maximum Daily Simple SOFR Loans and SOFR Loans	8
Section 1.6.Manner of Borrowing Loans and Designating Applicable Interest Rates	8
Section 1.7.Maturity of Loans	10
Section 1.8.Prepayments	11
Section 1.9.Default Rate	11
Section 1.10.Evidence of Indebtedness	12
Section 1.11.Funding Indemnity	13
Section 1.12.Commitment Terminations	13
Section 1.13.Substitution of Lenders	13
Section 1.14.Defaulting Lenders	14
Section 1.15.Increase in Commitments	17
Section 1.16.Extension of Stated Maturity Date	18
Section 1.17.Sustainability-linked Margin Adjustments	19
SECTION 2.Fees.	20
Section 2.1.Fees	20
SECTION 3.Place and Application of Payments.	21
Section 3.1.Place and Application of Payments	21
Section 3.2.Payments Set Aside	22
Section 3.3.Account Debit	23
SECTION 4.Guaranties.	23
Section 4.1.(a) Guaranties	23
Section 4.2.Further Assurances	24
Section 4.3.Depository Bank	24
SECTION 5.Definitions; Interpretation	24
Section 5.1.Definitions	24
Section 5.2.Interpretation	59
Section 5.3.Change in Accounting Principles	60
Section 5.4.Non-Wholly Owned Subsidiary Computations	60
Section 5.5.Divisions	60

i

Section 5.6.Interest Rates	61
SECTION 6.Representations and Warranties	61
Section 6.1.Organization and Qualification	61
Section 6.2.Subsidiaries	61
Section 6.3.Authority and Validity of Obligations	62
Section 6.4.Use of Proceeds; Margin Stock	62
Section 6.5.Financial Reports	63
Section 6.6.No Material Adverse Change	63
Section 6.7.Full Disclosure	63
Section 6.8.Trademarks, Franchises, and Licenses	64
Section 6.9.Governmental Authority and Licensing	64
Section 6.10.Good Title	64
Section 6.11.Litigation and Other Controversies	64
Section 6.12.Taxes	64
Section 6.13.Approvals	65
Section 6.14.Affiliate Transactions	65
Section 6.15.Investment Company	65
Section 6.16.ERISA	65
Section 6.17.Compliance with Laws	65
Section 6.18.OFAC	66
Section 6.19.Other Agreements	66
Section 6.20.Solvency	66
Section 6.21.No Default	67
Section 6.22.No Broker Fees	67
Section 6.23.Condition of Property; Casualties; Condemnation	67
Section 6.24.Legal Requirements and Zoning	67
Section 6.25.REIT Status	67
SECTION 7.Conditions Precedent	68
Section 7.1.All Credit Events	68
Section 7.2.Initial Credit Event	68
Section 7.3.Eligible Property Additions and Deletions of Unencumbered Pool Properties	70
SECTION 8.Covenants	72
Section 8.1.Maintenance of Existence	73
Section 8.2.Maintenance of Properties	73
Section 8.3.Taxes and Assessments	73
Section 8.4.Insurance	73

ii

Section 8.5.Financial Reports	74
Section 8.6.Inspection	76
Section 8.7.Liens	76
Section 8.8.Investments, Acquisitions, Loans and Advances	76
Section 8.9.Mergers, Consolidations and Sales	78
Section 8.10.Maintenance of Subsidiaries	80
Section 8.11.ERISA	80
Section 8.12.Compliance with Laws	80
Section 8.13.Compliance with OFAC Sanctions Programs and Anti-Corruption Laws	81
Section 8.14.Burdensome Contracts With Affiliates	83
Section 8.15.No Changes in Fiscal Year	83
Section 8.16.Formation of Subsidiaries	83
Section 8.17.Change in the Nature of Business	83
Section 8.18.Use of Proceeds	83
Section 8.19.No Restrictions	83
Section 8.20.Financial Covenants	83
Section 8.21.[Reserved]	85
Section 8.22.Electronic Delivery of Certain Information	85
Section 8.23.REIT Status	85
Section 8.24.Restricted Payments	85
Section 8.25.Management Agreement	87
SECTION 9.Events of Default and Remedies	87
Section 9.1.Events of Default	87
Section 9.2.Non-Bankruptcy Defaults	89
Section 9.3.Bankruptcy Defaults	90
Section 9.4.Collateral for Undrawn Letters of Credit	90
SECTION 10.Change in Circumstances	92
Section 10.1.Change of Law	92
Section 10.2.Inability to Determine Rates; Effect of Benchmark Transition Event	92
Section 10.3.Increased Cost and Reduced Return.	94
Section 10.4.Lending Offices.	96
Section 10.5.Discretion of Lender as to Manner of Funding.	96
SECTION 11.The Administrative Agent	96
Section 11.1.Appointment and Authorization of Administrative Agent	96
Section 11.2.Administrative Agent and its Affiliates	96
Section 11.3.Action by Administrative Agent	97
Section 11.4.Consultation with Experts	97

iii

Section 11.5.Liability of Administrative Agent; Credit Decision	97
Section 11.6.Indemnity	98
Section 11.7.Resignation and Removal of Administrative Agent and Successor Administrative Agent	98
Section 11.8.L/C Issuer and Swing Line Lender	99
Section 11.9.Hedging Liability and Bank Product Obligations	100
Section 11.10.Designation of Additional Agents	100
Section 11.11.Authorization to Enter into Subordination Agreement	100
Section 11.12.Recovery of Erroneous Payments	101
SECTION 12.Miscellaneous.	101
Section 12.1.Taxes	101
Section 12.2.[Reserved]	105
Section 12.3.No Waiver, Cumulative Remedies	105
Section 12.4.Non-Business Days	105
Section 12.5.Survival of Representations	105
Section 12.6.Survival of Indemnities	105
Section 12.7.Sharing of Set-Off	105
Section 12.8.Notices	106
Section 12.9.Counterparts; Integration; Effectiveness	108
Section 12.10.Successors and Assigns	108
Section 12.11.Participants	108
Section 12.12.Assignments	109
Section 12.13.Amendments	112
Section 12.14.Headings	113
Section 12.15.Costs and Expenses; Indemnification	113
Section 12.16.Set-off	115
Section 12.17.Entire Agreement	116
Section 12.18.Waiver of Jury Trial	116
Section 12.19.Severability of Provisions	116
Section 12.20.Excess Interest	116
Section 12.21.Construction	117
Section 12.22.Lender’s and L/C Issuer’s Obligations Several	117
Section 12.23.Governing Law; Jurisdiction; Consent to Service of Process	117
Section 12.24.USA Patriot Act	118
Section 12.25.Confidentiality	118
Section 12.26.No Advisory or Fiduciary Responsibility	119
Section 12.27.Acknowledgement and Consent to Bail-In of Affected Financial Institutions	120

iv

Section 12.28.Acknowledgement Regarding Any Supported QFCs	120
SECTION 13.The Guarantees.	121
Section 13.1.The Guarantees	121
Section 13.2.Guarantee Unconditional	122
Section 13.3.Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances	123
Section 13.4.Subrogation	123
Section 13.5.Waivers	123
Section 13.6.Limit on Recovery	124
Section 13.7.Stay of Acceleration	124
Section 13.8.Benefit to Guarantors	124
Section 13.9.Guarantor Covenants	124
Section 13.10.Subordination	124
Section 13.11.Keepwell	124
Section 13.12.Amendment and Restatement; No Novation	125
Section 13.13.Equalization of Loans and Commitments	125
Signature Page	127

v

Exhibit A    —    Notice of Payment Request
Exhibit B    —    Notice of Borrowing
Exhibit C    —    Notice of Continuation/Conversion
Exhibit D-1    —    Revolving Note
Exhibit D-2    —    Swing Note
Exhibit E    —    Compliance Certificate
Exhibit F    —    Assignment and Acceptance
Exhibit G    —    Additional Guarantor Supplement
Exhibit H    —    Commitment Amount Increase Request
Exhibit I    —    [Reserved]
Exhibit J-1    —    Form of U.S. Tax Compliance Certificate
Exhibit J-2    —    Form of U.S. Tax Compliance Certificate
Exhibit J-3    —    Form of U.S. Tax Compliance Certificate
Exhibit J-4    —    Form of U.S. Tax Compliance Certificate

Schedule 1    —    Commitments
Schedule 1.1    —    Initial Unencumbered Pool Properties
Schedule 1.2    —    Existing Letters of Credit
Schedule 1.3    —    Permitted Liens
Schedule 6.2    —    Subsidiaries
Schedule 6.11    —    Litigation
Schedule 8.8    —    Investments

vi

Amended and Restated Credit Agreement

This Amended and Restated Credit Agreement (this “Agreement”) is entered into as of October 1, 2021, by and among The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), the Guarantors from time to time party to this Agreement, the several financial institutions from time to time party to this Agreement, as Lenders, Capital One, National Association, Citizens Capital Markets, Inc., KeyBank National Association, and Truist Securities, Inc., as Co-Syndication Agents, and BMO Harris Bank N.A., as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.

Preliminary Statement

Whereas, the Borrower, the “Guarantors” from time to time party thereto, the several financial institutions party thereto as “Lenders,” Citizens Bank, N.A., SunTrust Robinson Humphrey, Inc., and BBVA USA, as Syndication Agents, and the Administrative Agent previously entered into that certain Credit Agreement dated as of April 26, 2018, as amended by the First Amendment to Credit Agreement dated as of September 24, 2018, the Second Amendment to Credit Agreement dated as of November 4, 2019, and Third Amendment to Credit Agreement and Consent dated as of July 24, 2020 (as heretofore extended, renewed, amended, modified, amended and restated or supplemented, the “Existing Credit Agreement”).

Whereas, the Borrower has requested, and the Lenders have agreed to (i) extend certain credit facilities, and (ii) amend and restate the Existing Credit Agreement in its entirety on the terms and subject to the conditions set forth in this Agreement.

Now, Therefore, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, and hereby amend and restate the Existing Credit Agreement in its entirety, as follows:

SECTION 1.The Credit Facility.

Section 1.1.Commitments. Subject to the terms and conditions hereof, each Lender, by its acceptance hereof, severally agrees to make a loan or loans (individually a “Revolving Loan” and collectively for all the Lenders the “Revolving Loans”) in U.S. Dollars to the Borrower from time to time on a revolving basis up to the amount of such Lender’s Commitment, subject to any reductions thereof pursuant to the terms hereof, before the Termination Date. The sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C Obligations at any time outstanding shall not exceed the Commitments of all Lenders in effect at such time as then determined and computed. Each Borrowing of Revolving Loans shall be made ratably by the Lenders in proportion to their respective Percentages. As provided in Section 1.6(a) hereof, the Borrower may elect that each Borrowing of Revolving Loans be either Base Rate Loans, Daily Simple SOFR Loans or SOFR Loans. Revolving Loans may be repaid and the principal amount thereof reborrowed before the Termination Date, subject to the terms and conditions hereof.

Section 1.2.Swing Loans. (a) Generally. Subject to the terms and conditions hereof, as part of the Revolving Credit, the Swing Line Lender may make loans in U.S. Dollars to the Borrower under the Swing Line (individually a “Swing Loan” and collectively the “Swing Loans”) which shall not in the aggregate at any time outstanding exceed the Swing Line Sublimit. Swing Loans may be availed of from time to time and borrowings thereunder may be repaid and

used again during the period ending on the Termination Date. Each Swing Loan shall be in a minimum amount of $250,000 or such greater amount which is an integral multiple of $100,000.

(a)Interest on Swing Loans. Each Swing Loan shall bear interest until maturity (whether by acceleration or otherwise) at a rate per annum equal to (i) the sum of the Base Rate plus the Applicable Margin for Base Rate Loans under the Revolving Credit as from time to time in effect (computed on the basis of a year of 360 daysfor the actual number of days elapsed) or (ii) the Swing Line Lender’s Quoted Rate (computed on the basis of a year of 360 days for the actual number of days elapsed). Interest on each Swing Loan shall be due and payable by the Borrower on each Interest Payment Date and at maturity (whether by acceleration or otherwise).

(b)Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 1:00 p.m. (Chicago time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from the Borrower. Thereafter, the Swing Line Lender shall notify the Administrative Agent (who shall thereafter promptly notify the Borrower) whether or not it has elected to make such Swing Loan. If the Swing Line Lender agrees to make such Swing Loan, it may in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to the Borrower shall be deposited or otherwise wire transferred to an account of the Borrower maintained with the Administrative Agent or its Affiliate or as the Borrower, the Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders).

(c)Refunding Loans. In its sole and absolute discretion, the Swing Line Lender may at any time (and shall no later than the tenth Business Day after each Swing Loan is advanced if such Loan has not been sooner repaid), on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to act on its behalf for such purpose) and with notice to the Borrower and the Administrative Agent, request each Lender to make a Revolving Loan in the form of a Base Rate Loan in an amount equal to such Lender’s Percentage of the amount of the Swing Loans outstanding on the date such notice is given (which Loans shall thereafter bear interest as provided for in Section 1.4(a) hereof). Unless an Event of Default described in Section 9.1(j) or 9.1(k) exists with respect to the Borrower, regardless of the existence of any other Event of Default, each Lender shall make the proceeds of its requested Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender, in immediately available funds, at the Administrative Agent’s office in Chicago, Illinois (or such other location designated by the Administrative Agent), before 12:00 Noon (Chicago time) on the Business Day following the day such notice is given. The Administrative Agent shall

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promptly remit the proceeds of such Borrowing to the Swing Line Lender to repay the outstanding Swing Loans.

(d)Participations. If any Lender refuses or otherwise fails to make a Revolving Loan when requested by the Swing Line Lender pursuant to Section 1.2(d) above (because an Event of Default described in Section 9.1(j) or 9.1(k) exists with respect to the Borrower or otherwise), such Lender will, by the time and in the manner such Revolving Loan was to have been funded to the Swing Line Lender, purchase from the Swing Line Lender an undivided participating interest in the outstanding Swing Loans in an amount equal to its Percentage of the aggregate principal amount of Swing Loans that were to have been repaid with such Revolving Loans. From and after the date of any such purchase, such Swing Loans shall thereafter bear interest as provided for in Section 1.2(b)(i) above. Each Lender that so purchases a participation in a Swing Loan shall thereafter be entitled to receive its Percentage of each payment of principal received on the Swing Loan and of interest received thereon accruing from the date such Lender funded to the Swing Line Lender its participation in such Loan. The several obligations of the Lenders under this Section shall be absolute, irrevocable, and unconditional under any and all circumstances whatsoever and shall not be subject to any set off, counterclaim or defense to payment which any Lender may have or have had against the Borrower, any other Lender, or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of the Commitments of any Lender, and each payment made by a Lender under this Section shall be made without any offset, abatement, withholding, or reduction whatsoever.

Section 1.3.Letters of Credit. (a) General Terms. Subject to the terms and conditions hereof, as part of the Revolving Credit, the L/C Issuer shall issue standby and commercial letters of credit (each a “Letter of Credit”) for the account of the Borrower or any one or more of its Subsidiaries in an aggregate undrawn face amount up to the L/C Sublimit. Each Letter of Credit shall be issued by the L/C Issuer, but each Lender shall be obligated to reimburse the L/C Issuer for such Lender’s Percentage of the amount of each drawing thereunder and, accordingly, each Letter of Credit shall constitute usage of the Commitment of each Lender pro rata in an amount equal to its Percentage of the L/C Obligations then outstanding. The Existing Letters of Credit shall be considered “Letters of Credit” for all purposes hereunder and under the Loan Documents, to the same extent, and with the same force and effect as if the Existing Letters of Credit had been issued on the Closing Date under this Agreement at the request of the Borrower.

(a)Applications. At any time before the Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one or more Letters of Creditin U.S. Dollars, in a form reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of (x) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance) and (y) thirty (30) days prior to the Termination Date (subject to the sentence below in respect of Letters of Credit with expiration dates that are automatically extended), in an aggregate face amount up to the L/C Sublimit, upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”); provided, however, that the L/C Issuer may issue Letters of Credit with expiration dates later than the date that is thirty (30) days prior to the Termination Date if the Borrower and the L/C Issuer enter into arrangements for the Cash Collateralization or backstop of such Letters of Credit in a manner satisfactory to the L/C Issuer. Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.1 hereof, (ii) except as otherwise provided in Section 1.8(b) or Section 1.14 hereof, unless an Event of Default is then continuing, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing

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under a Letter of Credit on the date such drawing is paid, unless a Loan shall be made on such date in the amount of the Reimbursement Obligations and the proceeds thereof applied to pay such Reimbursement Obligations as contemplated by the last sentence of Section 1.3(c) hereof, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will give such notice of non-renewal before the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such Letter of Credit if so extended would be after (x) the date that is thirty (30) days prior to the Termination Date or (y) 12 months after the current expiration date, (ii) the Commitments have been terminated, or (iii) a Default or an Event of Default is then continuing and either the Administrative Agent or the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit; provided, however, that, with respect to the foregoing clauses (i) and (ii), the L/C Issuer may extend the expiration date of such Letter of Credit to a date of not more than one year beyond the Termination Date (any such Letter of Credit, an “Extended Letter of Credit”)if the Borrower and the L/C Issuer enter into arrangements for the Cash Collateralization or backstop of such Letter of Credit in a manner satisfactory to the L/C Issuer no later than thirty (30) days prior to the Termination Date (or such shorter period as agreed to by the L/C Issuer and the Administrative Agent in their sole discretion); provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral or backstop with respect to any Extended Letter of Credit by the date thirty (30) days prior to the Termination Date (or such shorter period as agreed to by the L/C Issuer and the Administrative Agent in their sole discretion), such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum stated amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Lenders in accordance with subsection (c) below, with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 7 hereof and the other terms of this Section 1.3.

(b)The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that, in the event that any amount is drawn under a Letter of Credit by the beneficiary thereof, reimbursement shall be made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is paidif the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is paid, by no later than 1:00 p.m. (Chicago time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all

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payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below.

(c)Obligations Absolute. The Borrower’s obligation to reimburse L/C Obligations as provided in subsection (c) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the relevant Application under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the L/C Issuer under a Letter of Credit against presentation of a draft or other document that does not strictly comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 1.3, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder, except, in each case, to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable Legal Requirements) suffered by the Borrower that are caused by the L/C Issuer’s gross negligence, bad faith or willful misconduct on the part of the L/C Issuer (as determined by a court of competent jurisdiction by final and nonappealable judgment). None of the Administrative Agent, the Lenders, or the L/C Issuer shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable Legal Requirements) suffered by the Borrower that are caused by the L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of the L/C Issuer (as determined by a court of competent jurisdiction by final and nonappealable judgment), the L/C Issuer shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(d)The Participating Interests. Each Lender (other than the Lender acting as L/C Issuer in issuing the relevant Letter of Credit), by its acceptance hereof, severally agrees to purchase from the L/C Issuer, and the L/C Issuer hereby agrees to sell to each such Lender (a “Participating Lender”), an undivided percentage participating interest (a “Participating Interest”), to the extent of its Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the L/C Issuer. Upon any failure by the Borrower to pay any Reimbursement Obligation at the time required as set forth in Section 1.3(c) above, or if the L/C Issuer is required at any time to return to the Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from the L/C Issuer (with a copy to the Administrative Agent) to such effect, if

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such certificate is received before 1:00 p.m. (Chicago time), or not later than 1:00 p.m. (Chicago time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the L/C Issuer an amount equal to such Participating Lender’s Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by the L/C Issuer to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, the Base Rate in effect for each such day. Each such Participating Lender shall thereafter be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the L/C Issuer retaining its Percentage thereof as a Lender hereunder. The several obligations of the Participating Lenders to the L/C Issuer under this Section 1.3 shall be absolute, irrevocable, and unconditional under any and all circumstances whatsoever and shall not be subject to any set off, counterclaim or defense to payment which any Participating Lender may have or have had against the Borrower, the L/C Issuer, the Administrative Agent, any Lender or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Commitment of any Lender, and each payment by a Participating Lender under this Section 1.3 shall be made without any offset, abatement, withholding or reduction whatsoever.

(e)Indemnification. The Participating Lenders shall, to the extent of their respective Percentages, indemnify the L/C Issuer (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such L/C Issuer’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment) that the L/C Issuer may suffer or incur in connection with any Letter of Credit issued by it. The obligations of the Participating Lenders under this Section 1.3(f) and all other parts of this Section 1.3 shall survive termination of this Agreement and of all Applications, Letters of Credit, and all drafts and other documents presented in connection with drawings thereunder.

(f)Manner of Requesting a Letter of Credit. The Borrower shall provide at least five (5) Business Days’ advance written notice to the Administrative Agent of each request for the issuance of a Letter of Credit, such notice in each case to be accompanied by an Application for such Letter of Credit properly completed and executed by the Borrower and, in the case of an extension or amendment or an increase in the amount of a Letter of Credit, a written request therefor, in a form reasonably acceptable to the Administrative Agent and the L/C Issuer, in each case, together with the fees called for by this Agreement. The Administrative Agent shall promptly notify the L/C Issuer of the Administrative Agent’s receipt of each such notice (and the L/C Issuer shall be entitled to assume that the conditions precedent to any such issuance, extension, amendment or increase have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders) and the L/C Issuer shall promptly notify the Administrative Agent and the Lenders of the issuance of the Letter of Credit so requested.

(g)Replacement of the L/C Issuer. The L/C Issuer may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced L/C Issuer and the successor L/C Issuer. The Administrative Agent shall notify the Lenders of any such replacement of the L/C Issuer. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced L/C Issuer. From and after the effective date of any such replacement (i) the successor L/C Issuer shall have all the rights and obligations of the L/C Issuer under this Agreement with respect to Letters of Credit to

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be issued thereafter and (ii) references herein to the term “L/C Issuer” shall be deemed to refer to such successor or to any previous L/C Issuer, or to such successor and all previous L/C Issuers, as the context shall require. After the replacement of a L/C Issuer hereunder, the replaced L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of a L/C Issuer under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

Section 1.4.Applicable Interest Rates.

(a)    Base Rate Loans. Each Base Rate Loan made or maintained by a Lender shall bear interest (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced, or created by conversion from a Daily Simple SOFR Loan or a SOFR Loan, as applicable, until maturity (whether by acceleration or otherwise) at a rate per annum equal to the sum of the Applicable Margin plus the Base Rate from time to time in effect, payable by the Borrower on each Interest Payment Date and at maturity (whether by acceleration or otherwise).

(a)SOFR Loans. Each SOFR Loan made or maintained by a Lender shall bear interest during each Interest Period it is outstanding (computed on the basis of a year of 360 days and actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced or continued, or created by conversion from a Base Rate Loan or a Daily Simple SOFR Loan, until maturity (whether by acceleration or otherwise) at a rate per annum equal to the sum of the Applicable Margin plus the Adjusted Term SOFR applicable for such Interest Period, payable by the Borrower on each Interest Payment Date and at maturity (whether by acceleration or otherwise).

(b)Daily Simple SOFR Loans. Each Daily Simple SOFR Loan made or maintained by a Lender shall bear interest (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced, or created by conversion from a Base Rate Loan or SOFR Loan, as applicable, until maturity (whether by acceleration or otherwise) at a rate per annum equal to the sum of the Applicable Margin plus Adjusted Daily Simple SOFR from time to time in effect, payable by the Borrower on each Interest Payment Date and at maturity (whether by acceleration or otherwise).

(c)Rate Determinations. The Administrative Agent shall determine each interest rate applicable to the Loans and the Reimbursement Obligations hereunder, and its good faith determination thereof shall be conclusive and binding except in the case of manifest error. In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Section 1.5.Minimum Borrowing Amounts; Maximum Daily Simple SOFR Loans and SOFR Loans. Each Borrowing of Base Rate Loans shall be in an amount not less than $100,000. Each Borrowing of Daily Simple SOFR Loans or SOFR Loans, as applicable, advanced, continued or converted to a Daily Simple SOFR Loan or a SOFR Loan shall be in an amount equal to $500,000 or such greater amount which is an integral multiple of $100,000. Without the Administrative Agent’s consent, there shall not be more than five (5) Borrowings of Daily Simple SOFR Loans or SOFR Loans in the aggregate outstanding hereunder. Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or a portion

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of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.

Section 1.6.Manner of Borrowing Loans and Designating Applicable Interest Rates. (a) Notice to the Administrative Agent. The Borrower shall give notice to the AdministrativeAgent by no later than 2:00 p.m. (Chicago time): (i) at least three (3) Business Days before the date on which the Borrower requests the Lenders to advance a Borrowing of SOFR Loans and (ii) one Business Day before the date the Borrower requests the Lenders to advance a Borrowing of either Daily Simple SOFR Loans or Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, subject to the terms and conditions hereof, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to the minimum amount requirement for each outstanding Borrowing set forth in Section 1.5 hereof, a portion thereof, as follows: (i) if such Borrowing is of Daily Simple SOFR Loans or SOFR Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Daily Simple SOFR Loans or SOFR Loans or convert part or all of such Borrowing into Base Rate Loans or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing into Daily Simple SOFR Loans or SOFR Loans for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such notices requesting the advance, continuation or conversion of a Borrowing to the AdministrativeAgent by telephone, telecopy, or other telecommunication device acceptable to the Administrative Agent (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the AdministrativeAgent. Notice of the continuation of a Borrowing of SOFR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Base Rate Loans into SOFR Loans must be given by no later than 2:00 p.m. (Chicago time) at least three (3) Business Days before the date of the requested continuation or conversion. Notice of the continuation of a Borrowing of Daily Simple SOFR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Daily Simple SOFR Loans into Base Rate Loans must be given by no later than 2:00 p.m. (Chicago time) at least one (1) Business Day before the date of the requested continuation or conversion. All such notices concerning the advance, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Daily Simple SOFR Loans or SOFR Loans, the Interest Period applicable thereto. No Borrowing of Daily Simple SOFR Loans or SOFR Loans shall be advanced, continued, or created by conversion if any Default or Event of Default is then continuing. The Borrower agrees that the Administrative Agent may rely on any such telephonic, telecopy or other telecommunication notice given by any person the Administrative Agent in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation such telephonic notice shall govern if the Administrative Agent has acted in reliance thereon.

(a)Notice to the Lenders. The Administrative Agent shall give prompt telephonic, telecopy or other telecommunication notice to each Lender of any notice from the Borrower received pursuant to Section 1.6(a) above and, if such notice requests the Lenders to make Daily Simple SOFR Loans or SOFR Loans, as applicable, the Administrative Agent shall give notice to the Borrower and each Lender by like means of the interest rate applicable thereto promptly after the Administrative Agent has made such determination.

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(b)Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to Section 1.6(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Daily Simple SOFR Loans or SOFR Loans, as applicable, before the last day of its then current Interest Period within the period required by Section 1.6(a) and such Borrowing is not prepaid in accordance with Section 1.8(a), such Borrowing shall automatically be continued as a Borrowing of Daily Simple SOFR Loans or SOFR Loans, as applicable, with an Interest Period of one (1) month. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 2:00 p.m. (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or, at the option of the Swing Line Lender, under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

(c)Disbursement of Loans. Not later than 1:00 p.m. (Chicago time) on the date of any requested advance of a new Borrowing, subject to Section 7 hereof, each Lender shall make available its Loan comprising part of such Borrowing in funds immediately available at the principal office of the Administrative Agent in Chicago, Illinois (or at such other location as the Administrative Agent shall designate). The Administrative Agent shall make the proceeds of each new Borrowing available to the Borrower on the date of such Borrowing as instructed by the Borrower.

(d)Administrative Agent Reliance on Lender Funding. Unless the Administrative Agent shall have been notified by a Lender prior to (or, in the case of a Borrowing of Base Rate Loans, by 1:00 p.m. (Chicago time) on) the date on which such Lender is scheduled to make payment to the Administrative Agent of the proceeds of a Loan (which notice shall be effective upon receipt) that such Lender does not intend to make such payment, the Administrative Agent may assume that such Lender has made such payment when due and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to the Borrower the proceeds of the Loan to be made by such Lender and, if any Lender has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, pay to the Administrative Agent the amount made available to the Borrower attributable to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower and ending on (but excluding) the date such Lender pays such amount to the Administrative Agent at a rate per annum equal to: (i) from the date the related advance was made by the Administrative Agent to the date two (2) Business Days after payment by such Lender is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day. If such amount is not received from such Lender by the Administrative Agent immediately upon demand, the Borrower will, on demand, repay to the Administrative Agent the proceeds of the Loan attributable to such Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a Loan under Section 1.11 hereof so that the Borrower will have no liability under such Section with respect to such payment. 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 such payment to the Administrative Agent.

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Section 1.7.Maturity of Loans. Each Loan, including both the outstanding principal balance thereof and any accrued but unpaid interest thereon, shall mature and be due and payable by the Borrower on the Termination Date.

Section 1.8.Prepayments. (a) Optional. The Borrower may prepayin whole or in part (but, if in part, only in an amount not less than $50,000 and, in each case, in an amount such that the minimum amount required for a Borrowing pursuant to Section 1.2 and 1.5 hereof remains outstanding) any Borrowing (i) in the case of a Borrowing of SOFR Loans, at any time upon three (3) Business Days prior written notice by the Borrower to the Administrative Agent (or such shorter period of time agreed to by the Administrative Agent) or (ii) in the case of a Borrowing of Daily Simple SOFR Loans or Base Rate Loans, upon written notice delivered by the Borrower to the Administrative Agent no later than 12:00 noon (Chicago time) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and, in the case of any SOFR Loans or Swing Loans, accrued interest thereon to the date fixed for prepayment plus any amounts due the Lenders under Section 1.11 hereof.

(a)Mandatory. (i) If at any time the sum of the unpaid principal balance of the Revolving Loans, Swing Loans and the L/C Obligations then outstanding shall be in excess of the Commitments, the Borrower shall, within three (3) Business Days and without notice or demand, pay the amount of the excess to the Administrative Agent for the account of the Lenders as a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Loans until paid in full with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the L/C Obligations owing with respect to the Letters of Credit.

(i)Unless the Borrower otherwise directs, prepayments of Loans under this Section 1.8(b) shall be applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Daily Simple SOFR Loans or SOFR Loans, as applicable, in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 1.8(b) shall be made by the payment of the principal amount to be prepaid and, in the case of any Daily Simple SOFR Loans, SOFR Loans or Swing Loans, accrued interest thereon to the date of prepayment together with any amounts due the Lenders under Section 1.11 hereof. Each prefunding of L/C Obligations shall be made in accordance with Section 9.4 hereof.

(b)Borrowings. Any amount of Loans paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again.

Section 1.9.Default Rate. Notwithstanding anything to the contrary contained herein, while any Event of Default is continuing (subject to the proviso below) or after acceleration of the Obligations as a result of an Event of Default, the Borrower shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the principal amount of all outstanding Loans and Reimbursement Obligations, letter of credit fees and other amounts of outstanding Obligations at a rate per annum equal to:

(a)for any Base Rate Loan or any Swing Loan bearing interest based on the Base Rate, the sum of 2.0% plus the Applicable Margin plus the Base Rate from time to time in effect;

(b)for any Daily Simple SOFR Loan, SOFR Loan or any Swing Loan bearing interest at the Swing Line Lender’s Quoted Rate, the sum of 2.0% plus, (i) in the case of any Daily Simple SOFR Loan, the Applicable Margin applicable thereto plus, in the case of any Daily Simple SOFR Loan, Adjusted Daily Simple SOFR applicable at the time of such Event of

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Default, (ii) in the case of any SOFR Loan, the Applicable Margin applicable thereto plus, in the case of any SOFR Loan, the Adjusted Term SOFR applicable at the time of such Event of Default, or, (iii) in the case of any Swing Loan bearing interest at the Swing Line Lender’s Quoted Rate, the Swing Line Lender’s Quoted Rate applicable to such Swing Loan, in each case, until the end of the Interest Period applicable thereto and, thereafter, at a rate per annum equal to the sum of 2.0% plus the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect;

(c)for any Reimbursement Obligation, the sum of 2.0% plus the amounts due under Section 1.3(b) with respect to such Reimbursement Obligation;

(d)for any Letter of Credit, the sum of 2.0% plus the L/C Participation Fee (for the avoidance of doubt, this shall not affect the Borrower’s obligation to pay a letter of credit fee due under Section 2.1 with respect to such Letter of Credit); and

(e)for any other amount owing hereunder not covered by clauses (a) through (d) above, the sum of 2.0% plus the Applicable Margin plus the Base Rate from time to time in effect;

provided, however, that in the absence of an acceleration of the Obligations as a result of an Event of Default, any adjustments pursuant to this Section 1.9 shall be made at the election of the Administrative Agent, acting at the request or with the consent of the Required Lenders, with written notice to the Borrower. Interest accruing pursuant to this Section 1.9 shall be paid on the demand of the Administrative Agent at the request or with the consent of the Required Lenders.

Section 1.10.Evidence of Indebtedness. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(a)[Reserved].

(b)The entries maintained in the Register pursuant to Section 12.12(b) shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts pursuant to paragraphs (a) above or Section 12.12(b) or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms.

(c)Any Lender may request that its Loans be evidenced by a promissory note or notes in the forms of Exhibit D-1 (each a “Revolving Note” and collectively, the “Revolving Notes”) or D-2 (the “Swing Note”), as applicable (the Revolving Notes and Swing Note being hereinafter referred to collectively as the “Notes”). In such event, the Borrower shall prepare, execute and deliver to such Lender a Revolving Note or Swing Note payable to such Lender or its registered assigns in the amount of its Commitment or Swing Line Sublimit, as applicable. Thereafter, the Loans evidenced by such Note or Notes and interest thereon shall at all times (including after any assignment pursuant to Section 12.12) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 12.12, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in subsections (a) and (b) above.

Section 1.11.Funding Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense reasonably incurred by reason of the

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liquidation or employment of deposits or other funds acquired by such Lender to fund or maintain any SOFR Loan or Swing Loan bearing interest at the Swing Line Lender’s Quoted Rate or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of:

(a)any payment, prepayment or conversion of a SOFR Loan or such Swing Loan on a date other than the last day of its Interest Period,

(b)any failure (because of a failure to meet the conditions of Section 7 or otherwise) by the Borrower to borrow or continue a SOFR Loan or to convert a Base Rate Loan into a SOFR Loan, on the date specified in a notice given pursuant to Section 1.6(a) hereof,

(c)any failure by the Borrower to make any payment of principal on any SOFR Loan or such Swing Loan when due (whether by acceleration or otherwise), or

(d)any acceleration of the maturity of a SOFR Loan or such Swing Loan as a result of the occurrence of any Event of Default hereunder,

then, upon the demand of such Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail(including an explanation of the basis for and the computation of such loss, cost or expense) and the amounts shown on such certificate shall be deemed prima facie correct absent manifest error.

Section 1.12.Commitment Terminations. (a) Optional Terminations. The Borrower shall have the right at any time and from time to time, upon three (3) Business Days’ prior written notice to the Administrative Agent (or such shorter period of time agreed to by the Administrative Agent), to terminate the Commitments without premium or penalty and in whole or in part, any partial termination to be (i) in an amount not less than $5,000,000 and (ii) allocated ratably among the Lenders in proportion to their respective Percentages, provided that the Commitments may not be reduced to an amount less than the sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C Obligations then outstanding. Any termination of the Commitments below the L/C Sublimit or the Swing Line Sublimit then in effect shall reduce the L/C Sublimit and the Swing Line Sublimit, as applicable, by a like amount. The Administrative Agent shall give prompt notice to each Lender of any such termination of the Commitments.

(a)Reinstatement. Any termination of the Commitments pursuant to this Section 1.12 may not be reinstated.

Section 1.13.Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 1.17 or Section 12.13 hereof requiring the consent of all Lenders or all affected Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirements, require, at the Borrower’s expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and Swing Loans and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other

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Governmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower). In connection with any such assignment, such Affected Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Acceptance, it being agreed and understood that the relevant Affected Lender will be deemed to have agreed to and entered into such assignment upon the payment of such amounts set forth in the foregoing clauses (ii) and (iii), regardless of whether or not such Affected Lender executes and/or delivers any Assignment and Acceptance, and each Lender, by being party to this Agreement, in the event it is an Affected Lender, hereby agrees to and accepts an assignment of its Loans and Commitments on the terms and conditions set forth in this Section 1.13.

Section 1.14.Defaulting Lenders. (a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Legal Requirements:

(i)Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 12.13 hereof.

(ii)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 12.7 hereto shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issueror the Swing Line Lenderhereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 9.4; fourth, as the Borrower may request (so long as no Default or Event of Default is then continuing), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 9.4; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issueror the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default is then continuing, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans

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were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 7.1 hereof were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Loans are held by the Lenders pro rata in accordance with their Percentages of the relevant Commitments without giving effect to Section 1.14(a)(iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 1.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)Certain Fees.

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

(B)Each Defaulting Lender shall be entitled to receive L/C Participation Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 9.4 hereof.

(C)With respect to any L/C Participation Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swing Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each L/C Issuer and Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s or Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv)Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligationsand Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages of the relevant Commitments (calculated without regard to such Defaulting Lender’s Commitments) but only to the extent that (x) the conditions set forth in Section 7.1 hereof are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans of any Non-Defaulting Lender, together with the interests in L/C Obligations and Swing Loans of such Non-Defaulting Lender, to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

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(v)Cash Collateral; Repayment of Swing Loans. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to them hereunder or under law, (x) first, prepay Swing Loans in an amount equal to the Swing Line Lender’s Fronting Exposure and (y) second, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 9.4.

(a)Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Loans to be held pro rata by the Lenders in accordance with their respective Percentages of the relevant Commitments (without giving effect to Section 1.14(a)(iv) hereof), 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.

(b)New Swing Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required to fund any Swing Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Loan and (ii) no L/C Issuer shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

(c)Purchase of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject and in accordance with the provisions of Section 12.12. No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated to, in its sole discretion, acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 12.12. In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Acceptance and shall pay to the Administrative Agent an assignment fee in the amount of $3,500, it being agreed and understood that the relevant Defaulting Lender will be deemed to have agreed to and entered into such Assignment and Acceptance upon the payment of such amounts set forth in this Section 1.14(d), regardless of whether or not such Defaulting Lender executes and/or delivers any Assignment and Acceptance, and each Lender, by being party to this Agreement, in the event it is a Defaulting Lender, hereby agrees to and accepts an assignment of its Loans and Commitments on the terms and conditions set forth in this Section 1.14(d). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenders.

Section 1.15.Increase in Commitments. The Borrower may, from time to time, on any Business Day prior to the Termination Date, increase the aggregate amount of the Commitments by delivering a commitment amount increase request substantially in the form attached hereto as

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Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (each such increase, a “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Commitments provided by existing Lender(s) or by a combination of existing Lenders and additional Lenders (each such Lender providing (or increasing) its Commitment pursuant to any Commitment Amount Increase, a “Commitment Amount Increase Lender”)) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) the aggregate amount of increases in the Commitments from and after the Closing Date shall not exceed $435,000,000, and the aggregate Commitments after all such increases shall not exceed $1,250,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of such Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such date). The effective date of a Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness of any Commitment Amount Increase, (i) each Lender hereunder immediately prior to the effectiveness of such Commitment Amount Increase will automatically and without further act be deemed to have assigned to each relevant Commitment Amount Increase Lender, and each relevant Commitment Amount Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans, if applicable, such that, after giving effect to each deemed assignment and assumption of participations, all of the Lenders’ (including each Commitment Amount Increase Lender) (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swing Loans shall be held on a pro rata basis on the basis of their respective Commitments (after giving effect to any increase in the aggregate Commitments pursuant to this Section 1.15) and (ii) each Lender hereunder immediately prior to the effectiveness of such Commitment Amount Increase will automatically and without further act be deemed to have assigned Loans to the other Lenders (including the Commitment Amount Increase Lenders), and such other Lenders (including the Commitment Amount Increase Lenders) shall be deemed to have purchased such Loans, in each case to the extent necessary so that all of the Lenders participate in each outstanding borrowing of Loans pro rata on the basis of their respective Commitment (after giving effect to any Commitment Amount Increase pursuant to this Section 1.15); it being understood and agreed that the minimum borrowing, pro rata borrowing, pro rata payment and funding indemnity requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. It shall be a condition to such effectiveness that the Borrower shall not have previously terminated any portion of the Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase pursuant to Section 12.15 and arrangement fees related thereto as agreed between Administrative Agent and the Borrower in that certain fee letter dated September 1, 2021. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment.

Section 1.16.Extension of Stated Maturity Date. The Borrower shall have the right and subject to the satisfaction of the conditions set forth in this Section 1.16, to extend the then current Stated Maturity Date by up to two (2) consecutive additional six-month periods. The Borrower, for each such extension, may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 210 days prior to the then current Stated

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Maturity Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject solely to satisfaction of the following conditions, the Stated Maturity Date shall be extended for an additional six months effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default has occurred and is continuing at such time and (B) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of said time, except to the extent the same expressly relate to an earlier date, in which case the same shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such earlier date and (y) at the time of each extension, the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee equal to 0.075% of the amount of such Lender’s Commitment (whether or not utilized) in effect at said time, which shall be due and payable in full on the effective date of such extension. At any time after the Administrative Agent’s receipt of an Extension Request and prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer of the Borrower certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Section 1.17.Sustainability-linked Margin Adjustments. At any time following the Closing Date, but on or prior to the date which is December 31, 2024:

(a)The Borrower may supply the Administrative Agent with a written proposal in respect of the incorporation of margin adjustments and applicable conditions, with no fewer than two key performance indicators and the corresponding sustainability performance targets that will constitute the reference for sustainability linked adjustments to the Applicable Margin, defined with the assistance of the Sustainability Agent in accordance with the most updated version of the Sustainability Linked Loan Principles (SLLP) published by the Loan Syndications and Trading Association (LSTA) available at the time. The performance on these sustainability key performance indicators vis-à-vis the sustainability performance targets should be verified by the Borrower’s auditor or a sustainability auditor (the “Sustainability Proposal”).

(b)The Administrative Agent shall notify and provide a copy of the Sustainability Proposal to the Lenders, which the Lenders shall consider in good faith. By no later than the date falling one month after the delivery of the Sustainability Proposal, the Administrative Agent (on behalf of the Lenders) shall carry out consultations and communicate its response on the Sustainability Proposal to the Borrower.

(c)If all Lenders agree to the Sustainability Proposal, the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to implement such Sustainability Proposal without any further action or requirement from any Lender and the Administrative Agent is hereby authorized to execute any such amendment on behalf of the Lenders.

(d)If no agreement can be reached between the Borrower and the Administrative Agent (acting on the instructions of all the Lenders) within such time period, no such sustainability-linked margin adjustments shall apply.

(e)The maximum adjustment to the Applicable Margin on the basis of a Sustainability Proposal shall not exceed 0.01 per cent. per annum.

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(f)Prior to the Sustainability Proposal being agreed between the Borrower and the Administrative Agent (acting on behalf of the Lenders), the Borrower shall not include any reference to the Agreement being classified as a sustainability-linked loan in any publicly available information.

SECTION 2.Fees.

Section 2.1.Fees. (a) Commitment Fee. Prior to the Investment Grade Pricing Effective Date, the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders in accordance with their Percentages a commitment fee at a rate per annum equal to (x) 0.15% if the average daily Unused Commitments are less than 50% of the Commitments then in effect and (y) 0.25% if the average daily Unused Commitments are greater than or equal to 50% of the Commitments then in effect (in each case, computed on the basis of a year of 360 days and the actual number of days elapsed) and determined based on the average daily Unused Commitments during such quarter. Such commitment fee shall be payable quarterly in arrears on the last day of each March, June, September, and December in each year (commencing December 31, 2021) and on the Termination Date, unless the Commitments are terminated in whole on an earlier date, in which event the commitment fee for the period to the date of such termination in whole shall be calculated and paid on the date of such termination. For the avoidance of doubt, all unused fees accrued under the Existing Credit Agreement through September 30, 2021 shall be due and payable on the terms of the Existing Credit Agreement. Any such commitment fee (i) for the first quarter ending after the Closing Date shall be prorated according to the number of days this Agreement was in effect during such quarter and (ii) after the Investment Grade Pricing Effective Date shall be pro rated to apply to the number of days for the then current Fiscal Quarter prior to the occurrence of the Investment Grade Pricing Effective Date.

(a)Letter of Credit Fees. On the date of issuance or extension, or increase in the amount, of any Letter of Credit (other than with respect to any deemed issuance hereunder on the Closing Date of any Existing Letter of Credit) pursuant to Section 1.3 hereof, the Borrower shall pay to the L/C Issuer for its own account a fronting fee equal to 0.125% of the face amount of (or of the increase in the face amount of) such Letter of Credit. Quarterly in arrears, on the last day of each March, June, September, and December, commencing on the first such date occurring after the date hereof, the Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders in accordance with their Percentages, a letter of credit fee (the “L/C Participation Fee”) at a rate per annum equal to the Applicable Margin for SOFR Loans and for Daily Simple SOFR Loans, as applicable (each computed on the basis of a year of 360 days and the actual number of days elapsed) in effect during each day of such quarter applied to the daily average face amount of Letters of Credit outstanding during such quarter. In addition, the Borrower shall pay to the L/C Issuer for its own account the L/C Issuer’s customary issuance, drawing, negotiation, amendment, cancellation, assignment, and other administrative fees for each Letter of Credit as established by the L/C Issuer from time to time.

(b)Administrative Agent and Other Fees. The Borrower shall pay to the Administrative Agent, for its own use and benefit, the fees agreed to between the Administrative Agent and the Borrower in that certain fee letter dated October 1, 2021, or as otherwise agreed to in writing between the Borrower and the Administrative Agent. The Borrower shall pay to the Administrative Agent, for the benefit of the Lenders and the Arrangers, as applicable, the fees agreed to between the Administrative Agent, the Arrangers and the Borrower in that certain fee letter dated October 1, 2021, or as otherwise agreed to in writing among the Borrower, the Administrative Agent, and the Arrangers.

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(c)Facility Fee. On and after the Investment Grade Pricing Effective Date, the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders in accordance with their respective Percentages a facility fee (the “Facility Fee”) calculated at a rate per annum equal to the applicable Facility Fee Percentage on the aggregate Commitments. The Facility Fee shall be calculated for each day and shall be payable quarterly in arrears on the last day of each March, June, September and December in each year, and on any earlier date on which the Commitments shall be reduced or terminated as provided in Section 1.12, with a final payment on the Termination Date. Any Facility Fee for any Fiscal Quarter in which an Investment Grade Pricing Effective Date first occurs shall be pro-rated to apply to the number of days following the occurrence of Investment Grade Pricing Effective Date.

SECTION 3.Place and Application of Payments.

Section 3.1.Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 1:00 p.m. (Chicago time) on the due date thereof at the office of the Administrative Agent in Chicago, Illinois (or such other location as the Administrative Agent may designate to the Borrower), for the benefit of the Lender(s) or L/C Issuer entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement; provided, that if the Administrative Agent does not distribute such funds to the Lenders on the date the Administrative Agent receives (or is deemed to receive) payment from the Borrower, the Administrative Agent shall promptly thereafter distribute such funds together with interest thereon in respect of each day during the period commencing on the date such payment from the Borrower was received by the Administrative Agent (or the date the Administrative Agent was deemed to receive such payment) and ending on (but excluding) the date the Administrative Agent distributes such funds to the Lenders, at a rate per annum equal to the Federal Funds Rate for each such day. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Lender is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.

Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.8(b) hereof), all payments and collections received in respect of the Obligations and all payments under or in respect of the Guaranties received, in each instance, by the Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Commitments as a result of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:

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(a)first, to the payment of any outstanding costs and expenses incurred by the Administrative Agentin protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);

(b)second, to the payment of the Swing Loans, both for principal and accrued but unpaid interest;

(c)third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;

(d)fourth, to the payment of principal on the Loans, unpaid Reimbursement Obligations, together with amounts to be held by the Administrative Agent as collateral security for any outstanding L/C Obligations pursuant to Section 9.4 hereof (until the Administrative Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations) and any Hedging Liability (other than any Excluded Swap Obligation), the aggregate amount paid to, or held as collateral security for, the Lenders and L/C Issuer and, in the case of Hedging Liability, their Affiliates to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;

(e)fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Borrower and the Guarantors evidenced by the Loan Documents (including, without limitation, Bank Product Obligations) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and

(f)finally, to the Borrower or whoever else may be lawfully entitled thereto.

Section 3.2.Payments Set Aside. To the extent that any payment by or on behalf of the Borrower or any other Loan Party is made to the Administrative Agent, any L/C Issuer or any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for each such day.

Section 3.3.Account Debit. The Borrower hereby irrevocably authorizes the Administrative Agent to, solely during the continuation of an Event of Default, charge any of the Borrower’s deposit accounts maintained with the Administrative Agent for the amounts from time to time necessary to pay any then due Obligations; provided thatthe Borrower acknowledges and agrees that the Administrative Agent shall not be under an obligation to do so and the

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Administrative Agent shall not incur any liability to the Borrower or any other Person for the Administrative Agent’s failure to do so.

SECTION 4.Guaranties.

Section 4.1.(a)    Guaranties. The payment and performance of the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations shall at all times be guaranteed by AF REIT and each wholly-owned Subsidiary (that is a U.S. Person) of the Borrower that owns an Unencumbered Pool Property, and each wholly-owned Subsidiary (that is a U.S. Person) of the Borrower that owns an Unencumbered Pool Property Subsidiary (any such wholly-owned Subsidiary executing and delivery this Agreement or any such separate Guaranty, a “Subsidiary Guarantor” and collectively the “Subsidiary Guarantors”) , in each case pursuant to Section 13 hereof or pursuant to one or more guaranty agreements in form and substance reasonably acceptable to the Administrative Agent, as the same may be amended, modified or supplemented from time to time (individually a “Guaranty” and collectively the “Guaranties”; and AF REIT and each Subsidiary Guarantor being referred to herein as a “Guarantor” and collectively the “Guarantors”). As of the Closing Date, Genie Acquisition, LLC is released by the Administrative Agent and Lenders from its Guaranty under the Existing Credit Agreement; provided, that, at all times prior to the merger contemplated by Section 8.9(b) hereof, AF REIT shall cause Genie Acquisition, LLC to hold no assets other than the Class A units in the Borrower held by it immediately prior to the effectiveness of this Agreement.

(b)    Investment Grade Status. Notwithstanding the terms of Section 4.1(a) and Section 4.2, from and after any date that the Administrative Agent first receives written notice from the Borrower that the Borrower or AF REIT has achieved an Investment Grade Rating from at least one Rating Agency, then (i) subject to the terms of this Section 4.1(b), all Subsidiary Guarantors shall no longer be required to be Guarantors under this Agreement or any separate Guaranty, and (ii) the Administrative Agent shall promptly release all such Subsidiary Guarantors from the Guaranties; provided however that notwithstanding the foregoing, the Administrative Agent shall not be obligated to release any Subsidiary Guarantor from the Guaranties in the event that a Default or Event of Default shall have occurred and be continuing. In the event that at any time after Borrower or AF REIT obtains an Investment Grade Rating, (a) the Borrower and AF REIT fail to have an Investment Grade Rating from any Rating Agency or (b) any such Subsidiary Guarantor is the primary obligor under, or provides a guaranty to any holder of, Unsecured Indebtedness, the Borrower shall within thirty (30) days after such occurrence cause such Subsidiary Guarantor to cause to be satisfied within such thirty (30) day period all of the provisions of Section 4.2 that would be applicable to the addition of a new Guarantor.

Section 4.2.Further Assurances. In the event the Borrower desires to include any additional Eligible Property in the Unencumbered Pool Value after the Closing Date, to the extent that such Eligible Property is not owned by an existing Guarantor or is not owned by a Controlled Affiliate that is owned by an existing Guarantor, as a condition to the inclusion of such Eligible Property in the Unencumbered Pool Value, the Borrower shall cause the Subsidiary which owns such Eligible Property or the Subsidiary that owns such Controlled Affiliate which owns such Eligible Property to execute a Guaranty or an Additional Guarantor Supplement in the form of Exhibit G attached hereto (the “Additional Guarantor Supplement”) as the Administrative Agent may then require, and the Borrower shall also deliver to the Administrative Agent, or cause such Subsidiary to deliver to the Administrative Agent, at the Borrower’s cost and expense, such other instruments, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith.

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Section 4.3.Depository Bank. The Borrower shall maintain the Depository Account with the Administrative Agent (or such designated Affiliate).

SECTION 5.Definitions; Interpretation

Section 5.1.Definitions. The following terms when used herein shall have the following meanings:

“Act” is defined in Section 12.24 hereof.

“Additional Guarantor Supplement” is defined in Section 4.2 hereof.

“Adjusted Daily Simple SOFR” means, for any day and subject to the provisions of Section 10.2(b), the per annum rate equal to the sum of (i) Daily Simple SOFR for such day plus (ii) 0.10% (10.0 basis points); provided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted EBITDA” means, as of any date of determination, an amount equal to (i) EBITDA for the most recently completed Rolling Period, minus (ii) the Capital Reserve on such date.

“Adjusted Property Net Operating Income” means, as of any date of determination, with respect to any Real Property, the Property NOI for the most recently completed Rolling Period minus (i) the Capital Reserve, and (ii) the greater of (a) 3% of Property Income for the most recently completed Rolling Period and (b) actual management fees paid in cash to third party managers for the most recently completed Rolling Period. The Borrower’s Ownership Share of management fees received by, Property Income from and Capital Reserves held by Unconsolidated Affiliates shall be included in the calculation of Adjusted Property Net Operating Income consistent with the above described treatment for assets owned by AF REIT or a Subsidiary.

“Adjusted Term SOFR” means, for any Interest Period and subject to the provisions of Section 10.2(b), the per annum rate equal to the sum of (i) Term SOFR for such Interest Period plus (ii) 0.10% (10.0 basis points); provided that if the Adjusted Term SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Administrative Agent” means BMO Harris Bank N.A., in its capacity as Administrative Agent hereunder, and any successor in such capacity pursuant to Section 11.7 hereof.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“AF REIT” means The Necessity Retail REIT, Inc. (formerly known as American Finance Trust, Inc.), a Maryland corporation.

“AFFO”means AF REIT’s “Adjusted Funds From Operations” calculated by taking “Funds from Operations” as such term is defined by the National Association of Real Estate Investment Trusts (NAREIT) adjusted for the following items, as applicable, included in the determination of net income (or loss) (without duplication of any adjustments included in “Funds from Operations”): (i) acquisition fees and expenses; (ii) amounts relating to amortization of above and below market leases and liabilities (which are adjusted in order to reflect such

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payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments); (iii) accretion of discounts and amortization of premiums on debt investments; (iv) mark-to-market adjustments included in net income (or loss); (v) non-recurring expenses; (vi) gains or losses included in net income (or loss) from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, determined in a manner consistent with the Investment Program Association’s Guideline 2010-01 (it being understood that AFFO shall not include an adjustment for amounts relating to deferred rent receivables), Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations, or the Practice Guideline, issued in November 2010; and (vii) other non-cash charges. Adjustments for Unconsolidated Affiliates will be calculated to reflect AFFO on the same basis.

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

“Affected Lender” is defined in Section 1.13 hereof.

“Affiliate” means any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, another Person. A Person shall be deemed to control another Person for purposes of this definition if such Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the other Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise; provided that, in any event for purposes of this definition, any Person that owns, directly or indirectly, 10% or more of the securities having the ordinary voting power for the election of directors or governing body of a corporation or 10% or more of the partnership or other ownership interest of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person.

“Aggregate Unencumbered Pool Value” means, as of any date of determination, the sum of Unencumbered Pool Values of all Unencumbered Pool Properties.

“Agreement” means this Amended and Restated Credit Agreement, as the same may be amended, modified, restated or supplemented from time to time pursuant to the terms hereof.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to a Loan Party or any of their Subsidiaries from time to time concerning or relating to bribery or corruption.

“Anti-Money Laundering Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable to a Loan Party or its Subsidiaries related to terrorism financing or money laundering, including any applicable provision of the Patriot Act.

“Applicable Margin” means:

    (a)     Until the first Pricing Date after the Closing Date, the rates per annum shown opposite Level IV in the schedule set forth in clause (b) below (unless an Investment Grade Pricing Effective Date occurs sooner).

    (b)    From and after the first Pricing Date, at all times prior to the occurrence of an Investment Grade Pricing Effective Date, from one Pricing Date to the next, the Applicable

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Margin for Base Rate Loans, Daily Simple SOFR Loans, SOFR Loans and Letter of Credit fees shall be a percentage per annum as set forth below based on the Consolidated Leverage Ratio:

Pricing Level	Consolidated Leverage Ratio for Such Pricing Date	Applicable Margin for Base Rate Loans	Applicable Margin for Daily Simple SOFR Loans, SOFR Loans and Letter of Credit fees
I	Less than or equal to 40%	0.45%	1.45%
II	Greater than 40% but less than or equal to 45%	0.60%	1.60%
III	Greater than 45% but less than or equal to 50%	0.75%	1.75%
IV	Greater than 50% but less than or equal to 55%	0.90%	1.90%
V	Greater than 55%	1.05%	2.05%

For purposes hereof, the term “Pricing Date” means, for any Fiscal Quarter of the Borrower ending on or afterSeptember 30, 2021,the date on which the Administrative Agent is in receipt of the Borrower’s most recent Compliance Certificate and financial statements (and, in the case of the year-end financial statements, audit report) (the “Borrower Information”) for the Fiscal Quarter then ended, pursuant to Section 8.5 hereof. The Applicable Margin shall be established based on the Consolidated Leverage Ratio for the most recently completed Fiscal Quarter and the Applicable Margin established on a Pricing Date shall remain in effect until the next Pricing Date. If the Borrower has not delivered the Borrower Information by the date the same is required to be delivered under Section 8.5 hereof, then until such Borrower Information is delivered, the Applicable Margin shall be the highest Applicable Margin (i.e., Level V shall apply); provided, the Administrative Agent will provide notice to Borrower when such highest Applicable Margin goes into effect. If the Borrower subsequently delivers such Borrower Information before the next Pricing Date, the Applicable Margin established by such late delivered Borrower Information shall take effect from the date of delivery until the next Pricing Date. In all other circumstances, the Applicable Margin established by such Borrower Information shall be in effect from the Pricing Date that occurs immediately after the end of the Fiscal Quarter covered by such Borrower Information until the next Pricing Date. Each determination of the Applicable Margin made by the Administrative Agent in accordance with the foregoing shall be conclusive and binding on the Borrower and the Lenders if reasonably determined. The parties understand that the Applicable Margin set forth herein shall be determined and may be adjusted from time to time based upon 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 the Lenders, 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 Applicable Margin for such period shall be automatically recalculated using the 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 within five (5) Business Days of receipt of such

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written notice such additional interest or fees due to the Administrative Agent, for the account of each Lender holding Commitments and Loans at the time the additional interest and fee payment is received. Any recalculation of the Applicable Margin 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.

    (c)    From and after the occurrence of an Investment Grade Pricing Effective Date, a percentage per annum determined by reference to the Credit Rating level as set forth below (provided that any accrued interest payable at the Applicable Margin determined by reference to the Consolidated Leverage Ratio under clause (b) above shall be payable as provided in Section 1.4):

Pricing Level	Credit Rating	Applicable Margin for Base Rate Loans	Applicable Margin for Daily Simple SOFR Loans, SOFR Loans and Letter of Credit Fee	Facility Fee
I	At least A- or A3	0.00%	0.725%	0.125%
II	At least BBB+ or Baa1	0.00%	0.775%	0.15%
III	At least BBB or Baa2	0.00%	0.85%	0.20%
IV	At least BBB- or Baa3	0.05%	1.00%	0.25%
V	Below BBB-, Baa3 or unrated	0.40%	1.40%	0.30%

At such time as this subparagraph (c) is applicable, the Applicable Margin for each Base Rate Loan shall be determined by reference to the Credit Rating level in effect from time to time, and the Applicable Margin for any Interest Period for all Daily Simple SOFR Loans or SOFR Loans comprising part of the same borrowing shall be determined by reference to the Credit Rating level in effect on the first day of such Interest Period; provided, however that no change in the Applicable Margin resulting from the application of the Credit Rating levels or a change in the Credit Rating level shall be effective until three (3) Business Days after the date on which the Administrative Agent receives written notice of the application of the Credit Rating levels or a change in such Credit Rating level. From and after the first time that the Applicable Margin is based on AF REIT’s Credit Rating, the Applicable Margin shall no longer be calculated by reference to the Consolidated Leverage Ratio.

If the Rating Agencies assign Credit Ratings which correspond to two different levels in the Credit Rating based pricing grid in this clause (c), the Applicable Margin for Base Rate

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Loans, Daily Simple SOFR Loans and SOFR Loans and the Letter of Credit fees and the Facility Fee will be determined based on the higher of such two levels of Credit Ratings so long as the next highest Credit Rating is only one level below that of the highest Credit Rating. If the next highest Credit Rating is more than one level below that of the highest Credit Rating, pricing will be determined by the Credit Rating one level higher than the next highest of the Credit Ratings. If the Rating Agencies do not rate AF REIT or assign Credit Ratings below BBB- or Baa3, the Applicable Margin for Base Rate Loans, Daily Simple SOFR Loans and SOFR Loans and the Facility Fee will be determined based on Level V.

“Application” is defined in Section 1.3(b) hereof.

“Appraisal” means an appraisal performed by (i) Butler Burgher Group, (ii) CBRE Group, (iii) Cushman & Wakefield, (iv) Duff & Phelps, (v) Integra Realty Resources or (vi) any other appraiser reasonably acceptable to the Administrative Agent according to FIRREA standards.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means BMO Capital Markets Corp., Capital One, National Association, Citizens Bank, N.A., KeyBanc Capital Markets, Inc., and Truist Securities, Inc., as Joint Lead Arrangers and Joint Book Runners.

“Asset Under Development” means any Real Property under construction (excluding (i) any completed Real Property under minor renovation, (ii) any Real Property that is contiguous to and purchased simultaneously with any completed Real Property, and (iii) any Real Property that is substantially completed with an Occupancy Rate of at least 65%).

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 12.12 hereof), and accepted by the Administrative Agent, in substantially the form of Exhibit F or any other form approved by the Administrative Agent.

“Authorized Representative” means those persons shown on the list of officers provided by the Borrower pursuant to Section 7.2 hereof or on any update of any such list provided by the Borrower to the Administrative Agent, or any further or different officers of the Borrower so named by any Authorized Representative of the Borrower in a written notice to the Administrative Agent.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 10.2(b)(iv).

“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.

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“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank Products” means treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services) provided to the Borrower or any Guarantor by any Lender or any of its Affiliates.

“Bank Product Obligations” of the Borrower and the Guarantors means any and all of their obligations, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Bank Products.

“Bankruptcy Event” means,with respect to any Person, any event of the type described in clause (j) or (k) of Section 9.1 hereof with respect to such Person.

“Base Rate” means, for any day, the rate per annum equal to the greatest of: (a) the rate of interest announced or otherwise established by the Administrative Agent from time to time as its prime commercial rateas in effect on such day (it being acknowledged and agreed that such rate is a reference rate and may not be the Administrative Agent’s best or lowest rate charged to any customer), (b) the sum of (i) the Federal Funds Rate in effect for such day, plus (ii) 0.50%, or (c) the sum of (i) Adjusted Term SOFR for a one-month tenor as published two (2) U.S. Government Securities Business Days prior to such day plus (ii) 1.00%. Any change in the Base Rate due to a change in the prime rate, the Federal Funds Rate or Adjusted Term SOFR, as applicable, shall be effective from and including the effective date of the change in such rate, respectively. If the Base Rate is being used as an alternative rate of interest pursuant to Section 10.2, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above, provided that if the Base Rate as determined above shall ever be less than the Floor, then Base Rate shall be deemed to be the Floor.

“Base Rate Loan” means a Loan bearing interest at the Base Rate.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 10.2(b).

“Benchmark Replacement” means the first alternative set forth in the order below that can be determined for the applicable Benchmark Replacement Date.

    (a)    Adjusted Daily Simple SOFR; or

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    (b)    the sum of (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. Dollar-denominated syndicated credit facilities.

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

    (a)    in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

    (b)    in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness or non-compliance will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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

    (a)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all

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Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

    (b)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

    (c)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 10.2(b) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 10.2(b).

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

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

“Borrower” is defined in the introductory paragraph of this Agreement.

“Borrowing” means the total of Loans of a single type advanced, continued for an additional Interest Period, or converted from a different type into such type by the Lenders on a single date and, in the case of SOFR Loans, for a single Interest Period. Borrowings of Loans are made and maintained ratably from each of the Lenders according to their Percentages. A Borrowing is “advanced” on the day Lenders advance funds comprising such Borrowing to the Borrower, is “continued” on the date a new Interest Period for the same type of Loans commences for such Borrowing, and is “converted” when such Borrowing is changed from one type of Loans to the other, all as determined pursuant to Section 1.6 hereof. Borrowings of Swing Loans are made by the Swing Line Lender in accordance with the procedures set forth in Section 1.2 hereof.

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“Business Day” means any day (other than a Saturday or Sunday) on which banks are not authorized or required to close in Chicago, Illinois.

“Capital Lease” means any lease of Property which in accordance with GAAP as in effect on December 31, 2018, is required to be capitalized on the balance sheet of the lessee.

“Capital Reserve” means, as of any date of determination, an amount equal to the product of (i) $0.25 multiplied by (ii) the square footage of all Real Properties on such date.

“Capitalization Rate” means (i) for single-tenant net lease Real Properties occupied by Tenants maintaining (or a parent company of such Tenant maintaining) a BBB- or Baa3 Credit Rating or better from S&P’s or Moody’s, 7.00%, and (ii) for all other Real Properties, 7.50%.

“Capitalized Lease Obligation” means, with respect to any Person as of any date of determination, the amount of the liability shown on the balance sheet of such Person in respect of a Capital Lease determined in accordance with GAAP.

“Cash Collateralize” means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or Lenders, as collateral for L/C Obligations or obligations of Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances subject to a first priority perfected security interest in favor of the Administrative Agent or, if the Administrative Agent and each applicable L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and each applicable L/C Issuer.

“Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§9601 et seq., and any future amendments.

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

“Change of Control” means any of (a) the acquisition by 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), other than the Manager and its Affiliates at any time of beneficial ownership of 35% or more of the outstanding capital stock or other equity interests of AF REIT on a fully diluted basis, (b) the failure of individuals who are members of the board of directors (or similar governing body) of AF REIT on the Closing Date (together with any new or replacement directors whose initial nomination for election was approved by a majority of the directors who were either directors on the Closing Date or previously so approved) to constitute a majority of

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the board of directors (or similar governing body) of AF REIT, (c) the failure of AF REIT to own, directly or indirectly, at least 76% of the Stock of the Borrower, (d) the failure of AF REIT to Control the Borrower, (e) the failure of Edward M. Weil to be chairman of the board of directors, chief executive officer or director of AF REIT, provided that no “Change of Control” shall be deemed to have occurred if a replacement executive of comparable experience and reasonably satisfactory to the Required Lenders shall have been retained within six (6) months of such event, (f) Jason F. Doyle , Lisa D. Kabnick or Leslie Michelson shall die or become disabled or otherwise cease to be active on a daily basis in the management of AF REIT or serve as directors of AF REIT, and such event results in fewer than two (2) of such individuals being active on a daily basis in the management of AF REIT or serving as directors of AF REIT; provided that notwithstanding the above, the provisions of this clause (f) shall not apply if the nomination of any replacement directors for Lisa D. Kabnick or Leslie Michelson was approved by a majority of the directors who were either directors on the Closing Date or previously so approved in accordance with clause (b) above; provided further that if fewer than two (2) of such individuals shall continue to be active on a daily basis in the management of AF REIT or serve as directors of AF REIT, it shall not be a “Change of Control” if a replacement executive of comparable experience and reasonably satisfactory to the Required Lenders shall have been retained within six (6) months of such event such that there are not fewer than two (2) such individuals active in the daily management of AF REIT or serving as directors of AF REIT, or (g) before an Internalization, the Manager, or a replacement advisor consented to in writing by the Required Lenders (such consent to not be unreasonably withheld or delayed) shall fail to be the advisor of the Borrower.

“Closing Date” means the date of this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto.

“Collateral Account” is defined in Section 9.4 hereof.

“Commitment” means, as to any Lender, the obligation of such Lender to make Revolving Loans and to participate in Swing Loans and Letters of Credit issued for the account of the Borrower hereunder in an aggregate principal or face amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1 attached hereto and made a part hereof, as the same may be reduced or modified at any time or from time to time pursuant to the terms hereof. The Borrower and the Lenders acknowledge and agree that the Commitments of the Lenders, in the aggregate, are equal to$815,000,000 on the Closing Date.

“Commitment Amount Increase” is defined in Section 1.15 hereof.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” is defined in Section 8.5 hereof.

“Conforming Changes” means with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” the definition of “U.S. Government Securities Business Day”, the timing and frequency of determining rates and making payments of interest, the timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of

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any such rate or to permit the use and 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 any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“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 profit Taxes.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (i) Total Indebtedness of AF REIT and its Subsidiaries on a consolidated basis as of such date to (ii) Total Asset Value as of such date.

“Consolidated Secured Leverage Ratio” means, as of any date of determination, the ratio of (i) Total Secured Indebtedness of AF REIT and its Subsidiaries on a consolidated basis as of such date to (ii) Total Asset Value as of such date.

“Consolidated Unsecured Leverage Ratio” means, as of any date of determination, the ratio of (i) Total Unsecured Indebtedness of AF REIT and its Subsidiaries on a consolidated basis as of such date to (ii) Aggregate Unencumbered Pool Value as of such date.

“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.

“Controlled Affiliate” means a Subsidiary (i) that is not a Wholly Owned Subsidiary of the Borrower, (ii) the equity interests of which are greater than or equal to ninety-five percent (95%) owned by a Loan Party, and (iii) with respect to which such Loan Party has Control, including, without limitation, the right to take the following management actions without the need to obtain the consent of any Person: (a) to create Liens on such Subsidiary’s Property as security for Indebtedness and (B) to sell, convey, transfer or otherwise dispose of such Subsidiary’s Property.

“Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower, are treated as a single employer under Section 414 of the Code.

“Credit Event” means the advancing of any Loan, or the issuance of, or extension of the expiration date or increase in the amount of, any Letter of Credit.

“Credit Rating” means, with respect to any Person, the rating assigned by a Rating Agency with respect to the senior, unsecured, non-credit enhanced long term debt of such Person.

“Customary Recourse Exceptions” means, with respect to any Indebtedness, personal recourse that is limited to fraud, misrepresentation, misapplication of cash, waste, Environmental Claims and liabilities, prohibited transfers, and violations of single purpose entity covenants (and other standard “bad boy” carveouts).

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“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Daily Simple SOFR Loan” means each Loan bearing interest at a rate based upon Adjusted Daily Simple SOFR.

“Dark Property” means Real Property not being operated by the applicable tenant and in respect of which the applicable tenant is paying in full the rent and other amounts due under its lease for such Real Property and is in compliance with its other material obligations under its lease.

“Debt Service” means, with respect to any Person for any Fiscal Quarter, the sum of (a) Interest Expense for such period and (b) the greater of (i) zero or (ii) scheduled principal amortization paid on Indebtedness for such period (exclusive of any balloon payments or prepayments of principal paid on such Total Indebtedness).

“Debt Service Indebtedness” means, with respect to any Person as of any date of determination, the Total Unsecured Indebtedness of such Person, with assumed payment terms that (i) amortize over a period of thirty (30) years with equal payments of principal and interest due and payable on a monthly basis, and (ii) bear interest at a per annum rate equal to the greater of (x) 6.50% per annum, and (y) the current yield on United States treasuries having the closest maturity date to the tenth (10th) anniversary of the date of determination, plus 2.50%.

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

“Default” means any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute an Event of Default.

“Defaulting Lender” means, subject to Section 1.14(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (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 (provided that

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such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) 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 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 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 1.14(b)) upon delivery of written notice of such determination to the Borrower, the L/C Issuer, the Swing Line Lender and each Lender.

“Depository Account” means the Borrower’s central operating account or any successor account thereto.

“EBITDA” means, for any period, determined on a consolidated basis of AF REIT and its Subsidiaries in accordance with GAAP, net income (or loss) for such period plus, without duplication and to the extent included as an expense in the calculation of net income (or loss) for such period, the sum of (i) depreciation and amortization expense; (ii) Interest Expense; (iii) franchise, excise and income tax expense (including any interest or penalties related to the foregoing); (iv) extraordinary, unrealized, non recurring or unusual losses, including impairment charges and reserves and losses on sales of assets outside of the ordinary course of business and costs and expenses incurred during such period with respect to acquisitions consummated; (v) amortization of intangibles (including goodwill) and organization costs; (vi) any other non-cash charges; (vii) all commissions, guaranty fees, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and the net costs under Hedge Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP; (viii) fees, expenses and charges incurred during such period, directly relating to the negotiation of and entry into of (A) this Agreement, the other Loan Documents and any amendments thereto or any agreement entered into in connection therewith, (B) any investment, acquisition, equity issuance or incurrence of indebtedness permitted hereunder, any associated financings or any other asset purchase permitted hereunder, or (C) arrangements in connection with the entry into the Outperformance Agreement and any amendments, restatements or replacements of the Outperformance Agreement entered into from time to time thereafter, and any tender offer or share repurchase program consummated in connection with, or after, the listing of the Stock of AF REIT on a national securities exchange; (ix) any loss in connection with extinguishment or modification of debt; and (x) to the extent required to be treated as an expense under GAAP, reasonable transaction costs and expenses incurred during such period in connection with acquisitions permitted hereunder (whether or not consummated), minus, without duplication and to the extent included as income in the calculation of net income (or loss) for such period, (a) funds received by the Borrower or a Subsidiary as rent but which are reserved for capital expenses; (b) unrealized gains on the sale of assets; (c) income tax benefits; (d) interest income; (e) any extraordinary, unusual or non-recurring income or gains (including, whether or not included as a separate item in the statement of net income for such period, gains on the sales of assets outside of the ordinary course of business); (f) any other non-cash income; and (g) any cash payment made during such period described in clause (vi) above subsequent to the Fiscal Quarter in which the relevant non-cash expenses or losses were reflected as a charge in

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the statement of net income. The Borrower’s Ownership Share of the EBITDA of its Unconsolidated Affiliates will be included when determining EBITDA of AF REIT and its Subsidiaries.

“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.

“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 (i) the Administrative Agent, (ii) in the case of any assignment of a Revolving Credit Commitment, the L/C Issuer and Swing Line Lender as provided for in Section 12.12 hereof, and (iii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld, conditioned or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower, any Subsidiary or any other Affiliate of the Borrower or any Subsidiary.

“Eligible Property” means a Real Property that satisfies the following conditions:

1(a)as of the date such Real Property first becomes an Unencumbered Pool Property, (i) such Real Property has an Occupancy Rate of not less than 70% and (ii) the percentage of the rentable area of such Real Property occupied by Tenants pursuant to bona fide Leases is not less than 70%;

1(b)as of the date such Real Property first becomes an Unencumbered Pool Property, (i) such Real Property is operating and open for business (to the extent occupied) and (ii) any Tenant of such Real Property with a Significant Lease has not given any indication of its intent to cease operating or being open for business, provided, however, that a Dark Property may become an Unencumbered Pool Property subject to compliance with the applicable Unencumbered Pool Requirements;

1(c)such Real Property is one hundred percent (100%) owned in fee simple or one hundred percent (100%) leased pursuant to a Qualified Ground Lease, individually or collectively, by a Wholly Owned Subsidiary or a Controlled Affiliate;

1(d)such Real Property is a property located in the contiguous United States, including the District of Columbia (but excluding, for the sake of clarity, its territories);

1(e)(i) regardless of whether such Real Property is owned or leased by the Borrower, a Wholly Owned Subsidiary of the Borrower or a Controlled Affiliate, the Borrower has the right directly, or indirectly through a Wholly Owned Subsidiary of the Borrower or Controlled Affiliate, to take the following actions without the need to obtain consent of any Person: (x) to create Liens on such Real Property as security for Indebtedness of the Borrower or such Wholly Owned Subsidiary of the Borrower or

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Controlled Affiliate, as applicable and (y) to sell, transfer or otherwise dispose of such Real Property, and (ii) the Wholly Owned Subsidiary of the Borrower or Controlled Affiliate shall have either executed this Agreement as a Guarantor or shall have delivered to the Administrative Agent (A) an Additional Guarantor Supplement or a separate Guaranty pursuant to Section 4.2 hereof, and (B) each of the documents required by Section 7.3 hereof;

1(f)such Real Property is free of all material structural defects, material title defects, material environmental conditions or other adverse matters which, individually or collectively, materially impair the value of such Real Property; and

1(g)Tenants of such Real Property under Significant Leases, if any, are no more than 90 days in arrears on base rental or other similar monthly rent payments due under their applicable Significant Leases.

“Environmental Claim” means any investigation, notice, violation, demand, allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising (a) pursuant to, or in connection with an actual or alleged violation of, any Environmental Law, (b) in connection with any Hazardous Material, (c) from any abatement, removal, remedial, corrective or response action in connection with a Hazardous Material, Environmental Law or order of a Governmental Authority or (d) from any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“Environmental Law” means any current or future Legal Requirement pertaining to (a) the protection of health, safety and the indoor or outdoor environment, (b) the conservation, management or use of natural resources and wildlife, (c) the protection or use of surface water or groundwater, (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation or handling of, or exposure to, any Hazardous Material or (e) pollution (including any Release to air, land, surface water or groundwater), and any amendment, rule, regulation, order or directive issued thereunder.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto.

“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 event or condition identified as such in Section 9.1 hereof.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

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“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 Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 1.13 hereof) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 12.1 amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 12.1(b) or Section 12.1(d), and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Credit Agreement” is defined in the Recitals hereof.

“Existing Letters of Credit” means those letters of credit issued on account of the Borrower by BMO Harris Bank N.A. and listed on Schedule 1.2.

“Extension Request” is defined in Section 1.16 hereof.

“Facility Fee Percentage” means the percentage set forth in the table in clause (c) of the definition of the term “Applicable Margin” corresponding to the level at which the Credit Rating based Applicable Margin is determined in accordance with the definition thereof; provided, however, that no change in the Facility Fee Percentage resulting from a change in the Credit Rating level shall be effective until three (3) Business Days after the date on which the Administrative Agent receives written notice of a change.

“FATCA” means Sections 1471 through 1474 of the 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), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b) of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreements with respect thereto.

“FCPA” means the Foreign Corrupt Practices Act, 15 U.S.C. §§78dd-1, et seq.

“Federal Funds Rate”means, for any day, the rate calculated by the Federal Reserve Bank of New York based on such day’s Federal Funds transactions by the depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the Business Day next succeeding such day by the Federal Reserve Bank of New York as the Federal funds effective rate; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent; provided that in no event shall the Federal Funds Rate be less than the Floor.

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“FIRREA” means the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, and all regulations promulgated pursuant thereto.

“Fiscal Quarter” means each of the three-month periods ending on March 31, June 30, September 30 and December 31 of each Fiscal Year.

“Fiscal Year” means each twelve-month period ending on December 31.

“Fitch” means Fitch Ratings Inc., or any successor thereof.

“Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (i) Adjusted EBITDA to (ii) Fixed Charges of AF REIT and its Subsidiaries for the most recently completed Rolling Period.

“Fixed Charges” means, with respect to any Person for any period of time, Debt Service for such period, plus (a) cash dividends to preferred equity holdersand required cash Distributions (other than cash Distributions by the Borrower to holders of operating partnership units, Distributions by the Borrower to the manager in respect of LTIP Units, and Distributions byAF REIT to common equity holders) made or to be made during such period, and (b) cash payments of base rent under Ground Leases made or to be made during such period, unless such payments are deducted from Property NOI and EBITDA. The Borrower’s Ownership Share of the Fixed Charges of its Unconsolidated Affiliates will be included when determining Fixed Charges of AF REIT and its Subsidiaries.

“Floor” means the rate per annum of interest equal to 0.00%.

“Foreign Lender” means a Lender that is not a U.S. Person.

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

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by such L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Percentage of outstanding Swing Loans made by the Swing Line Lender other than Swing Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.

“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 set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency,

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authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Affiliated Loan Corporations” means Federal Home Loan Mortgage Corporation, Student Loan Marketing Association, Federal Home Loan Banks, Federal National Mortgage Association, Government National Mortgage Association, Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Financing Banks, Export-Import Bank of the United States, Federal Land Banks, or any other agency or instrumentality of the United States of America.

“Ground Lease” means a ground lease of real Property.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guarantor” and “Guarantors” are defined in Section 4.1 hereof.

“Guaranty” and “Guaranties” are defined in Section 4.1 hereof.

“Hazardous Material” means any substance, chemical, compound, product, solid, gas, liquid, waste, byproduct, pollutant, contaminant or material which is hazardous or toxic and is regulated under Environmental Law, and includes, without limitation, (a) asbestos, polychlorinated biphenyls and petroleum (including crude oil or any fraction thereof) and (b) any material classified or regulated as “hazardous” or “toxic” or words of like import pursuant to an Environmental Law.

“Hazardous Material Activity” means any activity, event or occurrence involving a Hazardous Material, including, without limitation, the manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation, handling of or corrective or response action to any Hazardous Material.

“Hedging Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or its Subsidiaries shall be a Hedging Agreement.

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“Hedging Liability” means the liability of the Borrower or any Guarantor to any of the Lenders, or any Affiliates of any such Lenders in respect of any Hedging Agreement as the Borrower or such Guarantor, as the case may be, may from time to time enter into with any one or more of the Lenders party to this Agreement or their Affiliates, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor).

“Implied Unencumbered Debt Service Coverage Ratio” means, as of any date of determination, the ratio of (i) the Adjusted Property Net Operating Income for all Unencumbered Pool Properties as of such date to (ii) the Implied Unencumbered Debt Service for the Rolling Period then ended.

“Implied Unencumbered Debt Service” means, with respect to any Person for any period of time, the sum of (a) the aggregate Interest Expense for such period that would be due and payable on the Debt Service Indebtedness and (b) the greater of (i) zero or (ii) scheduled principal amortization that would be payable on Debt Service Indebtedness for such period (exclusive of any balloon payments or prepayments of principal paid on such Debt Service Indebtedness) .

“Indebtedness” means for any Person (without duplication) (a) all indebtedness created, assumed or incurred in any manner by such Person representing money borrowed (including as evidenced by bonds, debentures, notes, loan agreements and other similar instruments), (b) all indebtedness for the deferred purchase price of property or services (other than trade accounts payable arising in the ordinary course of business which are not more than one hundred eighty (180) days past due and which are being contested in good faith by appropriate proceedings diligently conducted), (c) all Capitalized Lease Obligations of such Person, (d) all direct or contingent obligations of such Person on or with respect to letters of credit, bankers’ acceptances, bank guarantees, surety bonds and other similar extensions of credit whether or not representing obligations for borrowed money, (e) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of disqualified stock, (f) guarantees of such Person in respect of obligations of the kind referred to in clauses (a) through (e) above, (g) the negative mark-to-market value of interest rate swaps, and (h) all obligations of the kind referred to in clauses (a) through (g) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien upon Property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such indebtedness, but limited to the lesser of (1) the fair market value of the Property subject to such Lien and (2) the aggregate amount of the obligations so secured. Indebtedness of the type described in clause (g) will constitute Indebtedness solely for the purposes of determining whether an Event of Default arising from a default under other Indebtedness shall have occurred pursuant to Section 9.1(f).

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

“Initial Unencumbered Pool Properties” means, collectively, the Real Property listed on Schedule 1.1 and “Initial Unencumbered Pool Property” means any of such Real Property.

“Interest Expense” means, with respect to any Person for any period of time, the cash interest expense whether paid, accrued or capitalized (without deduction of consolidated interest income) of such Person for such period. Interest Expense shall exclude any amortization of (A) deferred financing fees, including the write-off of such fees relating to the early retirement of the related Indebtedness for borrowed money, and (B) debt premiums and discounts. The

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Borrower’s Ownership Share of the Interest Expense of its Unconsolidated Affiliates will be included when determining Interest Expense of AF REIT and its Subsidiaries.

“Interest Payment Date” means (a) with respect to any SOFR Loan, the last day of each Interest Period with respect to such SOFR Loan and, if the applicable Interest Period is longer than (3) three months, each day occurring every three (3) months after the commencement of such Interest Period, (b) with respect to any Daily Simple SOFR Loan, the last day of every calendar month, (c) with respect to any Base Rate Loan (other than Swing Loans), the last day of every calendar quarter, (d) with respect to any Daily Simple SOFR Loan, SOFR Loan and/or any Base Rate Loan, the Termination Date, and (e) as to any Swing Loan, (i) bearing interest by reference to the Base Rate, the last day of every calendar month, and on the Termination Date and (ii) bearing interest by reference to the Swing Line Lender’s Quoted Rate, the last day of the Interest Period with respect to such Swing Loan, and on the Termination Date.

“Interest Period” means the period commencing on the date a Borrowing of SOFR Loans or Swing Loans (bearing interest at the Swing Line Lender’s Quoted Rate)is advanced, continued, or created by conversion and ending (a) in the case of SOFR Loans, 1, 3, or 6 months thereafter and (b) in the case of Swing Loans bearing interest at the Swing Line Lender’s Quoted Rate, on the date one (1) to five (5) Business Days thereafter as mutually agreed by the Borrower and the Swing Line Lender, provided, however, that:

    (i)    no Interest Period shall extend beyond the Termination Date;

    (ii)    whenever the last day of any Interest Period would otherwise be a day that is not a Business Day, the last day of such Interest Period shall be extended to the next succeeding Business Day, provided that, if such extension would cause the last day of an Interest Period for a Borrowing of SOFR Loans to occur in the following calendar month, the last day of such Interest Period shall be the immediately preceding Business Day; and

    (iii)    for purposes of determining an Interest Period for a Borrowing of SOFR Loans, a month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month; provided, however, that if there is no numerically corresponding day in the month in which such an Interest Period is to end or if such an Interest Period begins on the last Business Day of a calendar month, then such Interest Period shall end on the last Business Day of the calendar month in which such Interest Period is to end.

“Investment Grade Pricing Effective Date” means the first Business Day following the date on which (a) Borrower or AF REIT has obtained an Investment Grade Rating from at least two (2) of the Rating Agencies and (b) the Borrower has delivered to the Administrative Agent (and the Administrative Agent shall promptly provide a copy of such notice to the Lenders) a certificate signed by an Authorized Representative of the Borrower (i) certifying that an Investment Grade Rating has been obtained (which certification shall also set forth the Credit Rating(s) as in effect, if any, from each of S&P, Fitch and Moody’s as of such date) and (ii) notifying the Administrative Agent that the Borrower has irrevocably elected to have the Credit Rating based Applicable Margin apply to the pricing of the Loans.

“Investment Grade Rating” means a Credit Rating of at least BBB- by S&P or Fitch or Baa3 by Moody’s.

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“Internalization” means an internalization by AF REIT of the services provided to it by the Manager.

“Land Assets” means any Real Property which is not an Asset Under Development and on which no significant improvements have been constructed (excluding any Real Property that is contiguous to and purchased simultaneously with any completed Real Property or any Asset Under Development).

“L/C Issuer” means (a) BMO Harris Bank N.A., in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 1.3(h) hereof, or (b) at Borrower’s election upon written notice to the Administrative Agent, any Co-Syndication Agent, to the extent such Co-Syndication Agent has agreed in its sole discretion to act as an “L/C Issuer” hereunder.

“L/C Obligations” means the aggregate undrawn face amounts of all outstanding Letters of Credit and all unpaid Reimbursement Obligations.

“L/C Participation Fee” is defined in Section 2.1(b) hereof.

“L/C Sublimit” means $50,000,000, as such amount may be reduced pursuant to the terms hereof.

“Lease” means each existing or future lease, sublease (to the extent of any property owner’s rights thereunder), license, or other similar agreement under the terms of which any Person has or acquires any right to occupy or use any Real Property or any part thereof, or interest therein, as the same may be amended, supplemented or modified.

“Legal Requirement” means any treaty, convention, statute, law, regulation, ordinance, license, permit, governmental approval, injunction, judgment, order, consent decree or other requirement of any Governmental Authority, whether federal, state, or local.

“Lenders” means and includes BMO Harris Bank N.A. and the other financial institutions from time to time party to this Agreement, including each assignee Lender pursuant to Section 12.12 hereof and, unless the context otherwise requires, the Swing Line Lender.

“Lending Office” means the branch, office or affiliate specified on the appropriate signature page hereof.

“Letter of Credit” is defined in Section 1.3(a) hereof.

“Lien” means any mortgage, lien, security interest, pledge, charge or encumbrance of any kind in respect of any Property, including the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement.

“Loan” means any Revolving Loan or Swing Loan, whether outstanding as a Base Rate Loan, Daily Simple SOFR Loan or SOFR Loan or otherwise, each of which is a “type” of Loan hereunder.

“Loan Documents” means this Agreement, the Notes (if any), the Applications, the Guaranties, if any, and each other instrument or document to be delivered hereunder or thereunder or otherwise in connection therewith.

“Loan Parties” means, collectively, AF REIT, the Borrower and each other Guarantor.

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“Manager” means American Finance Advisors, LLC, a Delaware limited liability company.

“Management Agreement” means that certain Third Amended and Restated Advisory Agreement dated as of September 6, 2016, among AF REIT, the Borrower and the Manager, as the same may be further modified or amended in accordance with the terms of this Agreement.

“Material Acquisition” means a simultaneous acquisition of one or more assets by AF REIT and/or its Subsidiaries with an aggregate purchase price equal to or greater than ten percent (10%) of Total Asset Value at the time of such acquisition.

“Material Adverse Effect” means (a) a material adverse change in, or material adverse effect upon, the operations, performance, business, Property or financial condition of AF REIT and its Subsidiaries taken as a whole, (b) a material impairment of the ability of the Borrower or any Guarantor to perform its obligations under any Loan Document or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower or any Guarantor of any Loan Document or the rights and remedies of the Administrative Agent and the Lenders thereunder.

“Metropolitan Statistical Area” means any of the metropolitan statistical areas as defined from time to time by the United States Office of Management and Budget.

“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 105% of the Fronting Exposure of the L/C Issuers with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion except as otherwise provided for herein.

“Moody’s” means Moody’s Investors Service, Inc., or any successor thereof.

“Net Worth” means, as of any date of determination, total stockholders’ equity reflected on AF REIT’s consolidated balance sheet as reported in its Form 10-K or 10-Q, as the case may be, most recently delivered prior to any date of determination.

“Non-Recourse Indebtedness” means, with respect to a Person, Indebtedness in respect of which recourse for payment (except for Customary Recourse Exceptions until a written claim is made with respect thereto, and then such Indebtedness shall not constitute Non-Recourse Indebtedness only to the extent of the anticipated liability under such claim determined in accordance with GAAP (or prior to any determination by AF REIT’s independent auditors of such amount, only to the extent of the anticipated liability reasonably determined by the Borrower of such amount, such amount to be reasonably acceptable to the Administrative Agent)) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness.

“Note” and “Notes” are defined in Section 1.10 hereof.

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

“Obligations” means all obligations of the Borrower to pay principal and interest on the Loans, all Reimbursement Obligations owing under the Applications, all fees and charges payable hereunder, and all other payment obligations of the Borrower or any Guarantor arising under or in relation to any Loan Document, in each case whether now existing or hereafter

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arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired.

“Occupancy Rate” means (i) for any Real Property, the percentage of the rentable area of such Real Property leased by Tenants pursuant to bona fide Leases, in each case, which Tenants are not subject to a then continuing Bankruptcy Event, or if subject to a then continuing Bankruptcy Event (i) the trustee in bankruptcy of such Tenant shall have accepted and assumed such Lease or the Tenant shall be not more than 30 days in arrears on base rental or other similar payments due under the Leases;(ii) to the extent that the Tenant shall have filed, and the bankruptcy court shall have approved, the Tenant’s plan for reorganization, the Tenant shall be performing its obligations pursuant to the approved plan of reorganization; or (iii) the status of such Tenant’s Lease shall be otherwise reasonably acceptable to the Administrative Agent, and (ii) for any single tenant Dark Property, zero percent (0%).

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

“OFAC Event” is defined in Section 8.13(c) hereof.

“OFAC Sanctions Programs” means all laws, regulations, and Executive Orders administered by OFAC, including without limitation, the Bank Secrecy Act, anti-money laundering laws (including, without limitation, the Patriot Act), and all economic and trade sanctions programs administered by OFAC, any and all similar United States federal laws, regulations or Executive Orders (whether administered by OFAC or otherwise), and any similar laws, regulations or orders adopted by any State within the United States.

“OFAC SDN List” means the list of the Specially Designated Nationals and Blocked Persons maintained by OFAC.

“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 1.13 hereof).

“Outperformance Agreement” means the Advisor Multi-Year Outperformance Award Agreement, entered into on July 21, 2021 among AF REIT, the Borrower and the Manager , and any amendments, restatements or replacements of the Outperformance Agreement entered into from time to time thereafter.

“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

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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.

“Participating Interest” is defined in Section 1.3(e) hereof.

“Participating Lender” is defined in Section 1.3(e) hereof.

“Patriot Act” means the USA PATRIOT ACT (Title III of Pub. L. 107 56 (signed into law October 26, 2001)).

“PBGC” means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all of its functions under ERISA.

“Percentage” means, for each Lender, the percentage of the Commitments represented by such Lender’s Commitment or, if the Commitments have been terminated, the percentage held by such Lender (including through participation interests in Reimbursement Obligations) of the aggregate principal amount of all Loans and L/C Obligations then outstanding.

“Permitted Liens” means each of the following: (a) Liens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 8.3; (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than thirty (30) days or that are being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained; (c) pledges or deposits to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (d) easements, zoning restrictions, rights of way and other encumbrances on title to real property that do not materially and adversely affect the value of such real property or the use of such real property for its present purposes; (e) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of like nature incurred in the ordinary course of business; (f) Liens in favor of the United States of America for amounts paid to the Borrower or any Guarantor as progress payments under government contracts entered into by it; (g) attachment, judgment and other similar Liens arising in connection with court, reference or arbitration proceedings, provided that the same have been in existence less than twenty (20) days, that the same have been discharged or that execution or enforcement thereof has been stayed pending appeal; (h) the rights of tenants or lessees under leases or subleases not interfering with the ordinary conduct of business of such Person; (i) Liens in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer; (j) Liens on Real Properties that are not Unencumbered Pool Properties and Liens on Stock and Stock Equivalents of any Subsidiary that is neither (x) a Guarantor or an Unencumbered Pool Property Subsidiary nor (y) a direct or indirect parent of a Guarantor or an Unencumbered Pool Property Subsidiary; (k) Liens existing on the date hereof and listed on Schedule 1.3 attached hereto; (l) Liens securing obligations in the nature of personal property financing leases for furniture, furnishings or similar assets, Capital Lease Obligations and other purchase money obligations for fixed or capital assets; providedthat (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the obligations secured thereby do not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, and (iii) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets other than the assets subject to such

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Capital Leases; (m) such other title and survey exceptions as the Administrative Agent has approved in writing in the Administrative Agent’s reasonable discretion and (n) other Liens securing Indebtedness or other obligations in an aggregate principal amount at any time outstanding not to exceed $1,000,000 determined as of the date of incurrence.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or any other entity or organization, including a government or agency or political subdivision thereof.

“Plan” means any employee pension benefit plan covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code that either (a) is maintained by a member of the Controlled Group for employees of a member of the Controlled Group or (b) is maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions.

“Property” or “Properties” means, as to any Person, all types of real (including the Real Property), personal, tangible, intangible or mixed property, including leasehold estates created by Ground Leases, owned by such Person whether or not included in the most recent balance sheet of such Person and its subsidiaries under GAAP, including, as to any Subsidiary, any Real Property owned by it.

“Property Expenses” means, as to any Real Property, the costs (including, but not limited to, management fees, payments under Ground Leases, bad debt expenses, payroll, real estate taxes, assessments, insurance, utilities, landscaping and other similar charges) of operating and maintaining such Real Property, which are the responsibility of the Borrower or the applicable Subsidiary that are not paid directly by the applicable Tenant, but excluding Debt Service, income tax expense, capital expenses, depreciation, amortization, interest costs and other non-cash expenses.

“Property Income” means, as to any Real Property, cash rents (excluding non cash straight line rent) and other cash revenues received by a Subsidiary in the ordinary course for such Real Property, but excluding security deposits and prepaid rent except to the extent applied in satisfaction of applicable Tenants’ obligations for rent. The Borrower’s Ownership Share of assets held by Unconsolidated Affiliates shall be included in the calculation of Property Income consistent with the above described treatment for assets owned by AF REIT or a Subsidiary.

“Property NOI” means, with respect to any Real Property for any period of time, the aggregate amount of (i) Property Income for such period minus (ii) Property Expenses for such period. The Borrower’s Ownership Share of assets held by Unconsolidated Affiliates shall be included in the calculation of Property NOI consistent with the above described treatment for assets owned by AF REIT or a Subsidiary.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Ground Lease” means any Ground Lease (a) which is a direct Ground Lease granted by the fee owner of real property, (b) which may be transferred and/or assigned without

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the consent of the lessor (or as to which the lease expressly provides that (i) such lease may be transferred and/or assigned with the consent of the lessor and (ii) such consent shall not be unreasonably withheld or delayed) or subject to certain reasonable pre-defined requirements, (c) which has a remaining term (including any renewal terms exercisable at the sole option of the lessee) of at least twenty (20) years, (d) under which no material default has occurred and is continuing, (e) with respect to which a Lien may be granted without the consent of the lessor, (f) which contains lender protection provisions acceptable to the Administrative Agent, including, without limitation, provisions to the effect that (i) the lessor shall notify any holder of a leasehold mortgage Lien in such lease of the occurrence of any default by the lessee under such lease and shall afford such holder the option to cure such default, and (ii) in the event that such lease is terminated, such holder shall have the option to enter into a new lease having terms substantially identical to those contained in the terminated lease and (g) which is otherwise reasonably acceptable in form and substance to the Administrative Agent.

“Rating Agency” means Fitch, Moody’s and S&P.

“RCRA” means the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§6901 et seq., and any future amendments.

“Real Property” or “Real Properties” means the real property owned by the Borrower or any of its Subsidiaries.

“Recipient” means (a) the Administrative Agent, (b) any Lender, and (c) any L/C Issuer, as applicable.

“Reimbursement Obligation” is defined in Section 1.3(c) hereof.

“REIT” means a “real estate investment trust” in accordance with Section 856 of the Code.

“Related Parties”means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migration, dumping, or disposing into the indoor or outdoor environment, including, without limitation, the abandonment or discarding of barrels, drums, containers, tanks or other receptacles containing or previously containing any Hazardous Material.

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

“Required Lenders” means, as of the date of determination thereof, (i) if there is only one (1) Lender, such Lender, (ii) if there are two (2) or three (3) Lenders at such time, at least two (2) Lenders, and (iii) if there are more than three (3) Lenders at such time, Lenders whose outstanding Loans, interests in Letters of Credit and Unused Commitments constitute more than 50% of the sum of the total outstanding Loans, interests in Letters of Credit, and Unused Commitments of the Lenders.

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“Rescindable Amount”means any payment that Administrative Agent makes to any Lender or L/C Issuer as to which Administrative Agent determines (in its sole and absolute discretion) that any of the following applies: (1) Borrower has not in fact made the corresponding payment to Administrative Agent; (2) Administrative Agent has made a payment in excess of the amount(s) received by it from Borrower either individually or in the aggregate (whether or not then owed); or (3) Administrative Agent has for any reason otherwise erroneously made such payment.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means, with respect to AF REIT or the Borrower, the chief executive officer, president, chief financial officer, chief accounting officer, treasurer, assistant treasurer, controller, or chief legal officer or the chief operating officer of such Person.

“Restricted Payments” means dividends on or other distributions in respect of any class or series of Stock, Stock Equivalents or other equity interests of AF REIT, the Borrower or its Subsidiaries or the direct or indirect purchase, redemption, acquisition, or retirement of any of AF REIT’s, the Borrower’s or a Subsidiaries’ Stock, Stock Equivalents or other equity interest.

“Revolving Credit” means the credit facility for making Loans and Swing Loans and issuing Letters of Credit described in Sections 1.1, 1.2 and 1.3 hereof.

“Revolving Credit Availability” means, as of any time the same is to be determined, the amount (if any) by which (a) the Revolving Credit Commitments as then in effect, exceeds (b) the aggregate principal amount of Loans and L/C Obligations then outstanding.

“Revolving Loan” is defined in Section 1.1 hereof and, as so defined, includes a Base Rate Loan, Daily Simple SOFR Loan or a SOFR Loan, each of which is a “type” of Revolving Loan hereunder.

“Rolling Period” means, as of any date of determination, the four Fiscal Quarters ending on or immediately preceding such date.

“S&P” means S&P Global Inc., and any successor thereto.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including the OFAC SDN List), the United States Department of State, the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom, or any other relevant sanctions authority, (b) any Person owned or controlled by any such Person or Persons described in clause (a) above, or (c) any Person otherwise the subject of Sanctions.

“Sanctions” means all economic or financial sanctions, sectoral sanctions, secondary sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the United States government (including those administered by OFAC or the United States Department of State) or (b) the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom, or any other

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relevant sanctions authority with jurisdiction over any Loan Party or any of their respective Subsidiaries or Affiliates.

“Sanofi” means Sanofi US Services, Inc. (successor by name change to sanofi-aventis US, Inc.) and its successors and assigns.

“Sanofi Property” means that certain premises known as Unit I/II and Unit III located at 55 Corporate Drive, Bridgewater, NJ.

“Secured Recourse Indebtedness” means that portion of Total Secured Indebtedness (including the face amount of all outstanding letters of credit) which is recourse to, or has a deficiency guaranty, other than guarantees constituting Non-Recourse Indebtedness (but including such guarantees once a written claim is made with respect thereto to the extent provided for in the definition of Non-Recourse Indebtedness) provided by, the Borrower or AF REIT (directly or by a guaranty thereof, but without duplication), other than with respect to the Loans, Hedging Liability, Bank Product Obligations and other Obligations under the Revolving Credit and Customary Recourse Exceptions. For the avoidance of doubt, if any Total Secured Indebtedness is partially guaranteed by AF REIT or the Borrower, then solely the portion of such Total Secured Indebtedness that is so guaranteed shall constitute Secured Recourse Indebtedness.

“Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and auditing principle, rules, standards and practices promulgated, approved or incorporated by the Securities Exchange Commission or the Public Company Accounting Oversight Board, as each of the foregoing may be amended.

“Significant Lease” means, as to any particular Real Property, each Lease which constitutes 30% or more of all base rent revenue of such Real Property.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York) or a successor administrator of the secured overnight financing rate).

“SOFR Loan” means a Loan bearing interest based on Adjusted Term SOFR, other than pursuant to clause (c) of the definition of “Base Rate.”

“Specialty Property” means any Real Property that is a convenience store and/or gas station.

“Stated Maturity Date” means April 1, 2026, as such date may be extended pursuant to Section 1.16.

“Stock” means shares of capital stock, beneficial or partnership interests, participations or other equivalents (regardless of how designated) of or in a corporation or equivalent entity, whether voting or non-voting, and includes, without limitation, common stock, but excluding any preferred stock or other preferred equity securities.

“Stock Equivalents” means all securities (other than Stock) convertible into or exchangeable for Stock at the option of the holder, and all warrants, options or other rights to purchase or subscribe for any stock, whether or not presently convertible, exchangeable or exercisable.

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“Subsidiary” means, as to any particular parent corporation or organization, any other corporation or organization more than 50% of the outstanding Voting Stock of which is at the time directly or indirectly owned by such parent corporation or organization or by any one or more other entities which are themselves subsidiaries of such parent corporation or organization. Unless otherwise expressly noted herein, the term “Subsidiary” means a Subsidiary of AF REIT or the Borrower or of any of their direct or indirect Subsidiaries.

“Sustainability Agent” means Société Générale in its role as sustainability agent.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swing Line” means the credit facility for making one or more Swing Loans described in Section 1.2 hereof.

“Swing Line Lender” means BMO Harris Bank N.A., acting in its capacity as the Lender of Swing Loans hereunder, or any successor Lender acting in such capacity appointed pursuant to Section 12.12 hereof.

“Swing Line Lender’s Quoted Rate” is defined in Section 1.2(c) hereof.

“Swing Line Sublimit” means $55,000,000, as such amount may be reduced pursuant to the terms hereof.

“Swing Loan” and “Swing Loans” each is defined in Section 1.2 hereof.

“Swing Note” is defined in Section 1.11 hereof.

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

“Tenant” means any Person leasing, subleasing or otherwise occupying any portion of a Real Property under a Lease.

“Term SOFR” means, for the applicable tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate on the day (such day, the “Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to (a) in the case of SOFR Loans, the first day of such applicable Interest Period, or (b) with respect to Base Rate Loans, such day of determination of the Base Rate, in each case as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

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

“Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Termination Date” means the earlier of (i) the Stated Maturity Date and (ii) the date on which the Commitments are terminated in whole pursuant to Section 1.12, 9.2 or 9.3 hereof.

“Total Asset Value” means, as of any date of determination, an amount equal to the sum of (i) (a) with respect to each Real Property owned for less than six (6) full Fiscal Quarters, the acquisition cost of such Real Property, or (b) with respect to all other Real Properties, the quotient of (x) the consolidated Adjusted Property Net Operating Income from such Real Properties divided by (y) the Capitalization Rate, plus (ii) unrestricted cash and cash equivalents owned by the Borrower and its Subsidiaries as of such date, as determined in accordance with GAAP; provided that the Adjusted Property Net Operating Income from Real Properties sold or otherwise transferred during the applicable Rolling Period shall be excluded. The Borrower’s Ownership Share of Real Property held by Unconsolidated Affiliates shall be included in the calculation of Total Asset Value consistent with the above-described treatment for assets owned by AF REIT or a Subsidiary.

“Total Indebtedness” means, with respect to any Person and its Subsidiaries as of any date of determination, (i) consolidated Indebtedness of such Person and its Subsidiaries (directly or by a guaranty thereof, but without duplication), plus (ii) such Person’s Ownership Share of the Indebtedness of its Unconsolidated Affiliates (except if such Indebtedness, or portion thereof, is recourse to such Person, in which case the greater of (a) such Person’s Ownership Share of the Indebtedness and (b) the amount of the recourse portion of such Indebtedness, shall be included as Indebtedness of such Person), minus any unrestricted cash or cash equivalents of such Person and its Subsidiaries on such date, as determined in accordance with GAAP.

“Total Secured Indebtedness” means, with respect to any Person and its Subsidiaries as of any date of determination, (i) the aggregate principal amount of all Total Indebtedness of such Person and its Subsidiaries (directly or by a guaranty thereof, but without duplication), in each case, that are secured by a Lien, plus (ii) such Person’s Ownership Share of the Total Secured Indebtedness of its Unconsolidated Affiliates (except if such Total Secured Indebtedness, or portion thereof, is recourse to such Person, in which case the greater of (a) such Person’s Ownership Share of the Total Secured Indebtedness and (b) the amount of the recourse portion of such Total Secured Indebtedness, shall be included as Indebtedness of such Person).

“Total Unsecured Indebtedness” means, with respect to any Person and its Subsidiaries as of any date of determination, (i) Total Indebtedness of such Person and its Subsidiaries minus (ii) Total Secured Indebtedness of such Person and its Subsidiaries.

“UCC” means the Uniform Commercial Code as in effect in the State of New York.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct

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Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“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 Pool Property” means, as at any date of determination, any Eligible Property which is taken into account in calculating the Unencumbered Pool Value.

“Unencumbered Pool Requirements” means with respect to the calculation of the Unencumbered Pool Value, collectively, that:

1(h)[Reserved];

1(i)the minimum aggregate Occupancy Rate of all Unencumbered Pool Properties shall be no less than 80% at all times, provided that the Occupancy Rate of single tenant Dark Properties shall be deemed to be 0%;

1(j)no more than 20% of the Aggregate Unencumbered Pool Value may be comprised of the Unencumbered Pool Value from any one Unencumbered Pool Property, except that such limit shall be increased to 25% with respect to the Sanofi Property;

1(k)no more than 30% of the Adjusted Property Net Operating Income used to determine the Aggregate Unencumbered Pool Value may be derived from any one Metropolitan Statistical Area;

1(l)no more than 20% of the Adjusted Property Net Operating Income used to determine the Aggregate Unencumbered Pool Value may be derived from any one Tenant, except that such limit shall be increased to 25% with respect to Properties leased to Sanofi;

1(m)no more than 20% of the Aggregate Unencumbered Pool Value may be comprised of the Unencumbered Pool Value from Unencumbered Pool Properties subject to Qualified Ground Leases;

1(n)the minimum Occupancy Rate of each Unencumbered Pool Property shall be no less than 70% for any two consecutive quarters; provided, however, that, if any Unencumbered Pool Property fails to satisfy the foregoing requirement, such Unencumbered Pool Property shall continue to be included in the Unencumbered Pool, but the Unencumbered Pool Value attributable to such Unencumbered Pool Property for purposes of determining financial covenant compliance shall be limited to 66.67% of the Unencumbered Pool Value determined for such Unencumbered Pool Property until such time as such Unencumbered Pool Property satisfies the foregoing requirement for two consecutive quarters;

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1(o)the Unencumbered Pool Value for Unencumbered Pool Properties owned by Controlled Affiliates may not exceed $35,000,000;

1(p)no more than 30% of the Aggregate Unencumbered Pool Value may be comprised of the Unencumbered Pool Value from Unencumbered Pool Properties that are Specialty Properties; and

1(q)no more than 5% of the Aggregate Unencumbered Pool Value may be comprised of the Unencumbered Pool Value from Unencumbered Pool Properties that are Dark Properties.

“Unencumbered Pool Property Subsidiary” means any Controlled Affiliate that owns an Unencumbered Pool Property.

“Unencumbered Pool Value” means, with respect to each Unencumbered Pool Property, as of any date of determination, an amount equal to:

1(r)with respect to any Unencumbered Pool Property owned for less than six (6) full Fiscal Quarters, the aggregate acquisition cost of such Unencumbered Pool Property; or

1(s)with respect to each other Unencumbered Pool Property, the quotient of (x) the consolidated Adjusted Property Net Operating Income of such Unencumbered Pool Property divided by (y) the Capitalization Rate;

provided that, notwithstanding the foregoing, the “Unencumbered Pool Value” of a Dark Property shall be limited to 66.67% of the Unencumbered Pool Value determined hereunder for such Dark Property.

“Unfunded Vested Liabilities”means, for any Plan at any time, the amount (if any) by which the present value of all vested nonforfeitable accrued benefits under such Plan exceeds the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA.

“Unsecured Indebtedness” means any Total Indebtedness that is not secured by a Lien.

“Unused Commitments” means, at any time, the difference between the Commitments then in effect and the aggregate outstanding principal amount of Loans (other than Swing Loans) and L/C Obligations.

“U.S. Dollars” and “$” each means the lawful currency of the United States of America.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

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

“U.S.” and “United States” means the United States of America.

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“Voting Stock” of any Person means capital stock or other equity interests of any class or classes (however designated) having ordinary power for the election of directors or other similar governing body of such Person, other than stock or other equity interests having such power only by reason of the happening of a contingency.

“Welfare Plan” means a “welfare plan” as defined in Section 3(1) of ERISA.

“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.

“Withholding Agent” means the Borrower and the Administrative Agent.

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 5.2.Interpretation. The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references to time of day herein are references to Chicago, Illinois, time unless otherwise specifically provided. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP except where such principles are inconsistent with the specific provisions of this Agreement. All references to “cash equivalents” shall be construed to refer to those investments described in Section 8.8(a) through (e) and to “aggregate acquisition cost” shall be determined as historically reported to the Administrative Agent.

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Section 5.3.Change in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, by written notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of AF REIT and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out-of-compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the Closing Date.

Section 5.4.Non-Wholly Owned Subsidiary Computations. When determining the Applicable Margin, the Unencumbered Pool Value, compliance with Section 8.7, 8.8 and 8.9, and compliance by AF REIT or the Borrower with any financial covenant contained in any of the Loan Documents (a) only the Ownership Share of AF REIT or the Borrower, as applicable, of the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary shall be included and (b) AF REIT’s Ownership Share of the Borrower shall be deemed to be 100.0%.

Section 5.5.    Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division (whether under Delaware law or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its equity interests at such time.

Section 5.6.    Interest Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Benchmark, any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Benchmark or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity

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for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

SECTION 6.Representations and Warranties.

The Borrower and each Guarantor represents and warrants to the Administrative Agent, the Lenders, and the L/C Issuer as follows:

Section 6.1.Organization and Qualification. The Borrower is duly organized, validly existing, and in good standing as a limited partnershipunder the laws of the State of Delaware. AF REIT is duly organized, validly existing, and in good standing as a corporation and a real estate investment trust under the laws of the State of Maryland. Each of AF REIT and the Borrower has full and adequate power to own its Property and conduct its business as now conducted, and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying, except to the extent that the failure to do so would not have a Material Adverse Effect.

Section 6.2.Subsidiaries. Each Subsidiary is (a) duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is organized (except, solely with respect to any Subsidiary of the Borrower other than any Guarantor or any Unencumbered Pool Property Subsidiary, to the extent that the failure to be duly organized, to validly exist and/or to be in good standing would not have a Material Adverse Effect) and (b) has full and adequate power to own its Property and conduct its business as now conducted, and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying, except in each case referred to in clause (b) to the extent that the failure to do so would not have a Material Adverse Effect. As of the Closing Date (or, if later, as of the most recent date such Schedule has been or was required pursuant to Section 8.5(k) hereof to be supplemented) Schedule 6.2 hereto is a correct and complete copy of the Organizational Chart. All of the outstanding shares of capital stock and other equity interests of each Guarantor and each Unencumbered Pool Property Subsidiary are validly issued and outstanding and, with respect to such Subsidiaries that are corporations, fully paid and nonassessable, and all such shares and other equity interests indicated on Schedule 6.2 as owned by AF REIT, the Borrower or a Subsidiary are owned, beneficially and of record, by AF REIT, the Borrower or such Subsidiary or, with respect to any Controlled Affiliate or Unconsolidated Affiliate, such other Person as is set forth on Schedule 6.2, and, in the case of such shares and other equity interests of any Guarantor and any Unencumbered Pool Property Subsidiary, are owned free and clear of all Liens (other than Permitted Liens). Other than as publicly disclosed by AF REIT or any Subsidiary of AF REIT in any filings with any securities exchange or the Securities and Exchange Commission or any successor agency, there are no outstanding commitments or other obligations of the Borrower, any Guarantor or any Unencumbered Pool Property Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower, any Guarantor or any Unencumbered Pool Property Subsidiary (other than, in the case of any such Unencumbered Pool Property Subsidiary, customary rights of a minority equity holder that would not allow such Unencumbered Pool Property Subsidiary to cease to be a Controlled Affiliate).

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Section 6.3.Authority and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Borrower and each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute valid and binding obligations of the Borrower and each Guarantor enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower or any Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Guarantor or any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders and the L/C Issuer).

Section 6.4.Use of Proceeds; Margin Stock. The Borrower shall use the proceeds of the Revolving Credit to refinance existing Indebtedness, fund real estate acquisitions, finance capital expenditures and working capital, and for general corporate purposes (including for the purpose of any tender offer or share repurchase program entered into in conjunction with, or after, listing of the Stock of AF REIT on a national securities exchange). Neither the Borrower nor any Guarantor is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Loan or any other extension of credit made hereunder will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock, except, in each case, in connection with any Restricted Payment permitted hereunder that is otherwise not in violation of Regulation U or X of the Board of Governors of the Federal Reserve System. Margin stock (as hereinabove defined) constitutes less than 25% of the assets of the Borrower and the Guarantors. Notwithstanding the foregoing, the Borrower shall not use the proceeds of the Revolving Credit to accumulate and/or maintain cash or cash equivalents in depository or investment accounts of the Borrower or any of its Subsidiaries outside of the ordinary course of business and not in excess of amounts necessary to meet its current working capital requirements as determined in good faith by the Borrower.

Section 6.5.Financial Reports. The consolidated balance sheet of AF REIT and its Subsidiaries as of December 31, 2020 and the related consolidated statements of income, retained earnings and cash flows of AF REIT and its Subsidiaries for the Fiscal Year then ended, and accompanying notes thereto, which financial statements are accompanied by the unqualified audit report of independent public accountants, and the unaudited interim consolidated balance sheet of AF REIT and its Subsidiaries as of June 30, 2021, and the related consolidated statements of income, retained earnings and cash flows of AF REIT and its Subsidiaries for the Fiscal Quarter then ended, heretofore furnished to the Administrative Agent and the Lenders, fairly present the consolidated financial condition of AF REIT and its Subsidiaries as at said dates and the

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consolidated results of their operations and cash flows for the periods then ended in conformity with GAAP applied on a consistent basis, except as otherwise expressly noted therein. To the Borrower’s knowledge, none of AF REIT, the Borrower or any Subsidiary has contingent liabilities which are material to it and are required to be set forth in its financial statements or notes thereto in accordance with GAAP other than as indicated on such financial statements and notes thereto (including with respect to future periods as to which this representation is required to be remade, on the financial statements furnished pursuant to Section 8.5 hereof).

Section 6.6.No Material Adverse Change. Since December 31, 2020, there has been no change in the business, financial condition, operations, performance or properties of AF REIT, the Borrower or any Subsidiary taken as a whole, which would reasonably be expected to have a Material Adverse Effect.

Section 6.7.Full Disclosure. The statements and factual information (but not any budgets, projections, estimates or other forward-looking information) furnished by or on behalf of the Borrower to the Administrative Agent and the Lenders in connection with the negotiation of this Agreement and the other Loan Documents and the commitments by the Lenders to provide all or part of the financing contemplated hereby, when taken as a whole and as supplemented to any date this representation and warranty is made, do not contain any untrue statements of a material fact or omit a material fact necessary to make the material statements contained herein or therein not misleading, the Administrative Agent and the Lenders acknowledging that as to any budgets, projections, estimates or other forward-looking information furnished to the Administrative Agent and the Lenders, the Borrower only represents that the same were prepared in good faith on the basis of information and estimates the Borrower believed to be reasonable at the time such budgets, projections, estimates or other forward-looking information was furnished; provided, further, that such representation and warranty shall not apply to the accuracy of any appraisal, title commitment, survey, or engineering and environmental reports, or any other reports, prepared by third parties or legal conclusions or analysis provided by the Borrower’s or the Guarantors’ counsel. The information included in the Beneficial Ownership Certification, as updated in accordance with Section 8.5(m), is true and correct in all respects.

Section 6.8.Trademarks, Franchises, and Licenses. AF REIT, the Borrower and their Subsidiaries own, possess, or have the right to use all patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets, know how, and confidential commercial and proprietary information necessary to conduct their businesses as now conducted, without known conflict with any patent, license, franchise, trademark, trade name, trade style, copyright or other proprietary right of any other Person except, in each case, where the failure to do so would not have a Material Adverse Effect.

Section 6.9.Governmental Authority and Licensing. AF REIT, the Borrower and their Subsidiaries have received all licenses, permits, and approvals of all federal, state, and local governmental authorities, if any, necessary to conduct their businesses, in each case where the failure to obtain or maintain the same would reasonably be expected to have a Material Adverse Effect. No investigation or proceeding, which, if adversely determined, could reasonably be expected to result in revocation or denial of any material license, permit or approval, is pending or, to the knowledge of the Borrower or AF REIT, threatened in writing except where such revocation or denial would not reasonably be expected to have a Material Adverse Effect.

Section 6.10.Good Title. AF REIT, the Borrower and their Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of AF REIT, the Borrower and their Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), except for such defects in title as would not, individually or in the aggregate,

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reasonably be expected to have a Material Adverse Effect. The assets owned by the Borrower and each Guarantor are subject to no Liens, other than Permitted Liens.

Section 6.11.Litigation and Other Controversies. There is no litigation or governmental or arbitration proceeding or labor controversy pending, nor to the knowledge of the Borrower threatened in writing, against AF REIT, the Borrower or any Subsidiary or any of their Property which if adversely determined, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect other than as set forth on Schedule 6.11.

Section 6.12.Taxes. All material tax returns required to be filed by AF REIT, the Borrower or any Subsidiary in any jurisdiction have, in fact, been filed, and all Taxes upon AF REIT, the Borrower or any Subsidiary or upon any of its Property, income or franchises, which are shown to be due and payable in such returns, have been paid, except (a) such taxes, assessments, fees and governmental charges, if any, as are being contested in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and as to which adequate reserves established in accordance with GAAP have been provided or (b) would not result in a Material Adverse Effect. Adequate provisions in accordance with GAAP for material taxes on the books of AF REIT, the Borrower and each Subsidiary have been made for all open years, and for its current fiscal period.

Section 6.13.Approvals. No authorization, consent, license or exemption from, or filing or registration with, any court or governmental department, agency or instrumentality, nor any approval or consent of any other Person, is or will be necessary to the valid execution, delivery or performance by the Borrower or any Guarantor of any Loan Document.

Section 6.14.Affiliate Transactions. Except as permitted by Section 8.14 hereof, none of AF REIT, the Borrower or any Subsidiary is a party to any contracts or agreements with any of its Affiliates on terms and conditions which are less favorable to AF REIT, the Borrower or such Subsidiary than would be usual and customary in similar contracts or agreements between Persons not affiliated with each other.

Section 6.15.Investment Company. None of AF REIT, the Borrower, any Subsidiary, or any Unconsolidated Affiliate is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 6.16.ERISA. The Borrower and each other member of its Controlled Group has fulfilled its obligations under the minimum funding standards of and is in compliance in all material respects with ERISA and the Code to the extent applicable to it and has not incurred any liability to the PBGC or a Plan under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA. None of the Borrower or any Subsidiary has any material contingent liabilities with respect to any post-retirement benefits under a Welfare Plan, other than liability for continuation coverage described in article 6 of Title I of ERISA.

Section 6.17.Compliance with Laws. (a) AF REIT, the Borrower and their Subsidiaries are in compliance with the requirements of all Legal Requirements applicable to or pertaining to their Property or business operations (including, without limitation, the Occupational Safety and Health Act of 1970, the Americans with Disabilities Act of 1990, zoning regulations and laws and regulations establishing quality criteria and standards for air, water, land and toxic or hazardous wastes and substances), where any such non compliance, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(a)Without limiting the representations and warranties set forth in Section 6.17(a) above, except for such matters, individually or in the aggregate, which would not reasonably be expected to result in a Material Adverse Effect, each of the Borrower and AF

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REIT represents and warrants that: (i) AF REIT, the Borrower and their Subsidiaries, and each of the Real Properties, comply in all material respects with all applicable Environmental Laws; (ii) AF REIT, the Borrower and their Subsidiaries have obtained all governmental approvals required for their operations and each of the Real Properties by any applicable Environmental Law; (iii) AF REIT, the Borrower and their Subsidiaries have not, and the Borrower has no knowledge of any other Person who has, caused any Release, threatened Release or disposal of any Hazardous Material at, on, about, or off any of the Real Properties in any material quantity and, to the knowledge of the Borrower, none of the Real Properties are adversely affected by any Release, threatened Release or disposal of a Hazardous Material originating or emanating from any other property; (iv) AF REIT, the Borrower and their Subsidiaries have no notice or knowledge that the Real Properties contain or have contained any: (1) underground storage tank or material amounts of asbestos containing building material, (2) landfills or dumps, (3) hazardous waste management facility as defined pursuant to RCRA or any comparable state law, or (4) site on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law; (v) AF REIT, the Borrower and their Subsidiaries have not used a material quantity of any Hazardous Material and have conducted no Hazardous Material Activity at any of the Real Properties; (vi) AF REIT, the Borrower and their Subsidiaries have no material liability for response or corrective action, natural resource damage or other harm pursuant to CERCLA, RCRA or any comparable state law; (vii) AF REIT, the Borrower and their Subsidiaries are not subject to, have no notice or knowledge of and are not required to give any notice of any Environmental Claim involving AF REIT, the Borrower or any Subsidiary or any of the Real Properties, and there are no conditions or occurrences at any of the Real Properties which could reasonably be anticipated to form the basis for an Environmental Claim against the Borrower or any Subsidiary or such Real Properties; (viii) none of the Real Properties are subject to any, and the Borrower has no knowledge of any imminent restriction on the ownership, occupancy, use or transferability of the Real Properties in connection with any (1) Environmental Law or (2) Release, threatened Release or disposal of a Hazardous Material; and (ix) there are no conditions or circumstances at any of the Real Properties which pose an unreasonable risk to the environment or the health or safety of Persons.

(b)AF REIT, the Borrower and their Subsidiaries are in material compliance with all Anti-Corruption Laws. AF REIT, the Borrower and their Subsidiaries have implemented and maintain in effect policies and procedures designed to ensure compliance in all material respects by AF REIT, the Borrower and their Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws.

Section 6.18.OFAC. (a) AF REIT and the Borrower are in compliance with the requirements of all OFAC Sanctions Programs applicable to it, (b) each Subsidiary is in compliance with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary, (c) the Borrower has provided to the Administrative Agent, the L/C Issuer, and the Lenders all information requested by them regarding the Borrower, the Subsidiaries and other Affiliates of the Borrower necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs, and (d) to the Borrower’s knowledge, neither the Borrower nor any of its Subsidiaries nor, to the knowledge of AF REIT, Borrower or any of the Subsidiaries, any officer, director or Affiliate of AF REIT, Borrower or any of their Subsidiaries, is a Person, that is, or is owned or controlled by Persons that are, (i) the target of any OFAC Sanctions Programs or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs.

Section 6.19.Other Agreements. None of AF REIT, the Borrower or any Subsidiary is in default under the terms of any covenant, indenture or agreement of or affecting such Person or any of its Property, which default, if uncured, would reasonably be expected to have a Material Adverse Effect.

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Section 6.20.Solvency. AF REIT, the Borrower and their Subsidiaries, taken as a whole, are solvent, able to pay their debts as they become due, and have sufficient capital to carry on their business as presently conducted and all businesses (if any) which are currently contemplated to be undertaken by them.

Section 6.21.No Default. No Default or Event of Default has occurred and is continuing.

Section 6.22.No Broker Fees. No broker’s or finder’s fee or commission owing to any broker or finder engaged by the Borrower or any Subsidiary will be payable with respect hereto or any of the transactions contemplated thereby.

Section 6.23.Condition of Property; Casualties; Condemnation. Except to the extent that the same would not reasonably be expected to result in a Material Adverse Effect, each Real Property, (a) is in good repair, working order and condition, normal wear and tear excepted, (b) is free of structural defects, (c) is not subject to material deferred maintenance, (d) has and will have all building systems contained therein in good repair, working order and condition, normal wear and tear excepted and (e) is not located in a flood plain or flood hazard area, or if located in a flood plain or flood hazard area is covered by full replacement cost flood insurance. For the avoidance of doubt, in no event shall the representations contained in the foregoing clauses (a) through (d) be deemed to be applicable to any Property owned by a Tenant. None of the Real Properties is currently materially adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy which is not in the process of being repaired, except, solely with respect Real Properties that are not Unencumbered Pool Properties, to the extent that the same would not reasonably be expected to result in a Material Adverse Effect. No condemnation or other like proceedings that has had, or would reasonably be expected to result in, a Material Adverse Effect, is pending, served or, to the knowledge of the Borrower, threatened in writing against any Real Property. Promptly after the request of the Administrative Agent, the Borrower shall deliver a current property condition report, in form and substance reasonably acceptable to Administrative Agent from an independent engineering or architectural firm reasonably acceptable to Administrative Agent, with respect to any Unencumbered Pool Property specified by Administrative Agent that, in the reasonable determination of the Administrative Agent, has a maintenance or structural issue that would materially and adversely affect the value or use of such Eligible Property.

Section 6.24.Legal Requirements and Zoning. Except as disclosed in the zoning reports furnished to Administrative Agent, to the Borrower’s knowledge and except where the failure of any of the following to be true and correct would not have a Material Adverse Effect, the use and operation of each Real Property constitutes a legal use (including legally nonconforming use) under applicable zoning regulations (as the same may be modified by special use permits or the granting of variances) and complies in all material respects with all Legal Requirements, and does not violate in any material respect any approvals, restrictions of record or any material agreement affecting any such Real Property (or any portion thereof).

Section 6.25.REIT Status. AF REIT (a) is a REIT, (b) has not revoked its election to be a REIT, and (c) for its current “tax year” as defined in the Code is and for all prior tax years subsequent to its election to be a REIT, has been entitled to a dividends paid deduction which meets the requirements of Section 857 of the Code.

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SECTION 7.Conditions Precedent.

Section 7.1.All Credit Events. At the time of each Credit Event:

(a)each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of said time, except to the extent the same expressly relate to an earlier date, in which case the same shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such earlier date;

(b)no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Event and, after giving effect to such extension of credit, the Revolving Credit Availability, as then determined and computed, shall be no less than $0;

(c)in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 1.6 hereof, and the L/C Issuer shall have received (i) in the case of the issuance of any Letter of Credit, a duly completed Application for such Letter of Credit together with any fees called for by Section 2.1 hereof, and (ii) in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor, in a form reasonably acceptable to the L/C Issuer, together with any fees called for by Section 2.1 hereof; and

(d)such Credit Event shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Administrative Agent, the L/C Issuer or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect.

Each request for a Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Event as to the facts specified in subsections (a) through (c), inclusive, of this Section 7.1; provided, however, that the Lenders may continue to make advances under the Revolving Credit, in the sole discretion of the Lenders, notwithstanding the failure of the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist.

Section 7.2.Initial Credit Event. Before or concurrently with the initial Credit Event:

(a)the Administrative Agent shall have received this Agreement duly executed by the Borrower, each Guarantor, and the Lenders;

(b)if requested at least five (5) Business Days prior to the Closing Date by any Lender, the Administrative Agent shall have received, a Note payable to such Lender and duly executed by the Borrower dated the Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof;

(c)the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;

(d)the Administrative Agent shall have received (i) copies of the Borrower’s, each Guarantor’s, and each Unencumbered Pool Property Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in

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each instance by an authorized officer of AF REIT (on behalf of itself and in its capacity as a direct or indirect owner of the Borrower, each other Guarantor, and each Unencumbered Pool Property Subsidiary), or (ii) a certification by an authorized officer of AF REIT (on behalf of itself and in its capacity as a direct or indirect owner of the Borrower, each other Guarantor, and each Unencumbered Pool Property Subsidiary) that such organizational documents have not been amended or otherwise modified since true, correct and complete certified copies were last delivered to the Administrative Agent and each such organizational document remains in full force and effect as of the certification date;

(e)the Administrative Agent shall have received copies of resolutions authorizing the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on the Borrower’s and each Guarantor’s behalf, all certified in each instance by an authorized officer of AF REIT (on behalf of itself and in its capacity as a direct or indirect owner of the Borrower and each other Guarantor);

(f)the Administrative Agent shall have received copies of the certificates of good standing for the Borrower, each Guarantor, and each Unencumbered Pool Property Subsidiary (dated no earlier than thirty (30) days prior to the Closing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization;

(g)the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;

(h)the Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;

(i)the capital and organizational structure of AF REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative Agent (including, for the sake of clarity, the structure of any Controlled Affiliate);

(j)the Administrative Agent shall have received (i) a copy of the audited consolidated balance sheet of AF REIT and its Subsidiaries for the Fiscal Year ended December 31, 2020 and the consolidated statements of income, retained earnings, and cash flows of AF REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, (ii) a copy of the unaudited interim consolidated balance sheet of AF REIT and its Subsidiaries for the Fiscal Quarter ended June 30, 2021, and the related consolidated statements of income, retained earnings and cash flows of AF REIT and its Subsidiaries for such Fiscal Quarter, (iii) a copy of AF REIT’s projections for the Fiscal Years ending December 31, 2022, December 31, 2023, and December 31, 2024, including consolidated projections of revenues, expenses and balance sheet on a quarter by quarter basis, with such projections in reasonable detail prepared by the Borrower (which shall include a summary of all significant assumptions made in preparing such projections), and (iv) a Compliance Certificate, each in form and substance reasonably acceptable to the Administrative Agent;

(k)the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that (i) since December 31, 2020, no material adverse change in the business, financial condition, operations, performance or properties of the Borrower or the Guarantors, taken as a whole, shall have occurred and (ii) attached thereto is a true, correct, and complete organizational chart (the “Organizational Chart”)of AF REIT, its Subsidiaries, and its Unconsolidated Affiliates as of the Closing Date, which identifies the jurisdiction of AF REIT,

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each Subsidiary and each Unconsolidated Affiliate and the form of which is otherwise reasonably acceptable to the Administrative Agent;

(l)the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Borrower, each Guarantor, and each Unencumbered Pool Property Subsidiary evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.7 hereof;

(m)the Administrative Agent shall have received a written opinion of Berger Harris LLP, counsel to the Borrower and each Guarantor, in form and substance reasonably acceptable to the Administrative Agent;

(n)the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9for the Borrower and each Guarantor; and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments required by Section 12.1(g);

(o)each “Lender” under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement that is not a Lender hereunder (each an “Exiting Lender”) shall have executed this Agreement on the Closing Date as an Exiting Lender, and (B) the aggregate unpaid principal amount of “Revolving Loans” (under, and as defined in, the Existing Credit Agreement) made by the Exiting Lenders, together with all interest, fees and other amounts, if any, payable to the Exiting Lenders thereunder as of the Closing Date, shall be repaid in full (which repayment may be from the proceeds of Loans made by the Lenders hereunder); and

(p)the Administrative Agent and each Lender shall have received any information or materials reasonably requested at least five (5) Business Days prior to the Closing Date by the Administrative Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Patriot Act and (ii) any applicable “know your customer” or similar rules and regulations.

Section 7.3.Eligible Property Additions and Deletions of Unencumbered Pool Properties. (a) As of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Unencumbered Pool Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct.

(q)Upon not less than ten (10) Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower may, from time to time, request that a Real Property be added (subject to the other requirements for a Real Property qualifying as an Eligible Property) as an Unencumbered Pool Property, and such Real Property shall be added as an Unencumbered Pool Property upon Administrative Agent’s satisfaction that the following conditions have been met (collectively, the “Eligibility Conditions”):

(1)the Administrative Agent shall have received a certificate evidencing compliance with the Unencumbered Pool Requirements on a pro forma basis;

(2)subject to the terms of Section 4.1(b), if (x) the Subsidiary owning such Real Property or (y) the Subsidiary owning such Controlled Affiliate that owns such Real Property, in either case is not a Guarantor (each, a “New Guarantor”) the Administrative Agent shall have received a duly executed Additional Guarantor Supplement from such New Guarantor, together with the following:

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(A)the Administrative Agent shall have received copies of such New Guarantor’s and such Controlled Affiliate’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by such Guarantor’s Secretary or Assistant Secretary;

(B)the Administrative Agent shall have received copies of resolutions of such New Guarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby, together with specimen signatures of the persons authorized to execute such documents on such New Guarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;

(C)the Administrative Agent shall have received copies of the certificates of good standing for such New Guarantor and such Controlled Affiliate from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which an Unencumbered Pool Property is located; and

(D)the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9for such New Guarantor;

(3)the Administrative Agent shall have received financing statement, tax, and judgment lien search results against any such New Guarantor and such Real Property evidencing the absence of Liens, except for Permitted Liens or as otherwise permitted by Section 8.7 hereof.

(r)In the event that any Unencumbered Pool Property shall at any time cease to constitute an Eligible Property, (i) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same and (ii)  the Unencumbered Pool Value of such Unencumbered Pool Property shall automatically be deemed to be $0 at such time and at all times after until such time as the same again qualifies as an Eligible Property. In the event that, at any time, the Unencumbered Pool Requirements shall be violated, no Default or Event of Default shall result from said violation, and (A) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same, which written notice shall include a designation by the Borrower of any Real Property or Real Properties, at the Borrower’s option, to be discounted or deleted as Unencumbered Pool Properties in order to restore compliance with the Unencumbered Pool Requirements, and (B) if discounted, the Unencumbered Pool Value of each such Real Property shall be deemed reduced to the maximum amount that would result in compliance with the Unencumbered Pool Requirements, or, if deleted, each such Real Property shall automatically cease to constitute an Unencumbered Pool Property from the date of such written notice until such time as the same is added by the Borrower as an Unencumbered Pool Property in accordance with the preceding paragraph (provided that the addition of the same at such time does not result in a violation of the Unencumbered Pool Requirements). Notwithstanding anything herein to the contrary, in the event that any Unencumbered Pool Property shall cause any of the requirements set forth in the definition of “Unencumbered Pool Requirements” not to be satisfied, such failure shall not constitute a Default or Event of Default, it being agreed and understood that the only consequence of such Unencumbered Pool Property causing non-compliance with any such requirements shall be the discounting or removal of such Real Property from the calculation of the Unencumbered Pool Value pursuant to this Section 7.3(c).

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(s)Upon not less than three (3) Business Days prior written notice from Borrower to the Administrative Agent, the Borrower may, from time to time, designate that a Real Property be deleted as an Unencumbered Pool Property; provided, however, that the Borrower shall not be permitted to designate that a Real Property be deleted as an Unencumbered Pool Property without the consent of the Required Lenders in their sole discretion if (i) such deletion would result in fewer than fifteen (15) Unencumbered Pool Properties, or (ii) such deletion would reduce the Unencumbered Pool Value below $300,000,000. Such notice shall be accompanied by (x) a Compliance Certificate showing pro forma compliance with the financial covenants set forth in Section 8.20 after giving effect to each deletion and (y) a certificate from the chief executive officer or chief financial officer of the Borrower certifying (1) that no Default or Event of Default is then continuing (including after taking into account the deletion of such Unencumbered Pool Property) and (2) that such deletion shall not cause the other Unencumbered Pool Properties to violate the minimum number of Unencumbered Pool Properties in clause (i) above, the minimum Unencumbered Pool Value in clause (ii) above, or the Unencumbered Pool Requirements. Upon the deletion of a Real Property as an Unencumbered Pool Property (whether automatically pursuant to Section 7.3(c) above or as a result of an election by the Borrower, as described above), the Guarantor which owned such Real Property, but that does not otherwise own any other Unencumbered Pool Property, shall, upon the Borrower’s written request, be released from its obligations under this Agreement or, if applicable, its separate Guaranty and any other Loan Documents pursuant to lien releases and other documentation reasonably acceptable to the Borrower and the Administrative Agent.

SECTION 8.Covenants.

The Borrower and each Guarantor agrees that, until the date that all the Commitments have expired or terminated and the principal of and interest on each Loan and Reimbursement Obligation and all fees, expenses and other amounts payable under any Loan Document (other than contingent indemnification obligations for which no claim or demand has been made) have been paid in full in cash and all Letters of Credit have expired or been terminated (or have been Cash Collateralized or otherwise backstopped (including by “grandfathering” into future credit facilities) in a manner reasonably satisfactory to the Administrative Agent and each applicable L/C Issuer), except to the extent compliance in any case or cases is cured or waived in writing pursuant to the terms of Section 12.13 hereof:

Section 8.1.Maintenance of Existence. (i) The Borrower shall, and shall cause each Guarantor to, preserve and maintain its existence, except as otherwise provided in Section 8.10(c) and Section 8.10(d) hereof. (ii) The Borrower shall, and shall cause each Guarantor to, preserve and keep in force and effect all licenses, permits, franchises, approvals, patents, trademarks, trade names, trade styles, copyrights, and other proprietary rights necessary to the proper conduct of its business, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

Section 8.2.Maintenance of Properties. The Borrower shall, and shall cause each Guarantor and Unencumbered Pool Property Subsidiary to, or, to the extent any such obligations are expressly the obligation of the applicable Tenant under the Lease in effect for such Property, the Borrower shall cause the applicable Tenant to, maintain, preserve, and keep all of its Property in working condition and order (ordinary wear and tear and damage by casualty excepted),and the Borrower and each Guarantor shall, and shall cause its Unencumbered Pool Property Subsidiary to, or, to the extent any such obligations are expressly the obligation of the applicable Tenant under the Lease in effect for such Property, shall cause the applicable Tenant to, from time to time, make all necessary repairs, renewals, replacements, additions, and betterments to its Property so that such Property shall at all times be fully preserved and maintained, except, in each

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case, (i) to the extent that, in the reasonable business judgment of such Person, any such Property is no longer necessary for the proper conduct of the business of such Person and (ii) where the failure to do so would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The Borrower shall not, and shall not permit any Guarantor or Unencumbered Pool Property Subsidiary to, amend, modify or terminate any material contract or agreement to which it is a party if such amendment, modification or termination or waiver would reasonably be expected to cause a Material Adverse Effect.

Section 8.3.Taxes and Assessments. The Borrower and each Guarantor shall, and shall cause its or their Unencumbered Pool Property Subsidiaries or its or their respective Tenants to, duly pay and discharge all material Taxes, rates, assessments, fees, and governmental charges upon or against it or its Property, in each case before the same become delinquent, unless and to the extent that the same are being contested in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves established in accordance with GAAP are provided therefor.

Section 8.4.Insurance. The Borrower shall insure and keep insured, and shall cause AF REIT and each Subsidiary to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates to, insure and keep insured, with financially sound and reputable insurance companies all insurable Property owned by it which is of a character usually insured by Persons similarly situated and operating like Properties against loss or damage from such hazards and risks, and in such amounts, as are insured by Persons similarly situated and operating like Properties; and the Borrower shall, and shall cause AF REIT and each Subsidiary to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates to, insure, such other hazards and risks (including, without limitation, business interruption, employers’ and public liability risks) with financially sound and reputable insurance companiesas and to the extent usually insured by Persons similarly situated and conducting similar businesses. The Borrower shall, upon the request of the Administrative Agent, furnish to the Administrative Agent and the Lenders a certificate setting forth in summary form the nature and extent of the insurance maintained pursuant to this Section 8.4.

Section 8.5.Financial Reports. The Borrower shall, and shall cause AF REIT and each Subsidiary to, maintain a standard system of accounting in accordance with GAAP and shall furnish to the Administrative Agent, each Lender, the L/C Issuer and each of their duly authorized representatives such information respecting the business and financial condition of AF REIT, the Borrower and each Subsidiary as the Administrative Agent or such Lender may reasonably request; and without any request, shall furnish to the Administrative Agent for distribution to the Lenders and L/C Issuer:

(a)as soon as available, and in any event no later thanninety (90) days after the last day of each Fiscal Year of the Borrower (commencing with the Fiscal Year ending on December 31, 2021), a copy of the audited consolidated balance sheet of AF REIT and its Subsidiaries as of the last day of the Fiscal Year then ended and the consolidated statements of income, retained earnings, and cash flows of AF REIT and its Subsidiaries for the Fiscal Year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous Fiscal Year, accompaniedby an unqualified opinionof PricewaterhouseCoopers or any other independent public accountants of recognized national standing, selected by the Borrower (if not PricewaterhouseCoopers or any other of the “Big Four”) and reasonably satisfactory to the Administrative Agent, to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects in accordance with GAAP the consolidated financial condition of AF REIT and its Subsidiaries as of the close of such Fiscal Year and the results of their operations and cash flows for the Fiscal Year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with

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generally accepted auditing standards; provided, however, that the Borrower may satisfy its obligations to deliver the financial statements described in this Section 8.5(a) by furnishing to the Administrative Agent a copy of its annual report on Form 10-K in respect of such Fiscal Year together with the financial statements required to be attached thereto, provided the Borrower is required to file such annual report on Form 10-K with the Securities and Exchange Commission and such filing is actually made;

(b)[Reserved];

(c)as soon as available, and in any event no later than forty-five (45) days after the last day of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower (commencing with the Fiscal Quarter ending on September 30, 2021), a copy of the consolidated balance sheet of AF REIT, the Borrower and its Subsidiaries as of the last day of such Fiscal Quarter and the consolidated statements of income, retained earnings, and cash flows of AF REIT and its Subsidiaries for the Fiscal Quarter and for the Fiscal Year to date period then ended, each in reasonable detail showing, in comparative form, the figures for the corresponding date and period in the previous Fiscal Year, prepared by the Borrower in accordance with GAAP (subject to the absence of footnote disclosures and year end audit adjustments) and certified to by its chief financial officer or another officer of the Borrower reasonably acceptable to the Administrative Agent; provided, however, that the Borrower may satisfy its obligations to deliver the financial statements described in this Section 8.5(c) by furnishing to the Administrative Agent a copy of its quarterly report on Form 10-Q in respect of such Fiscal Quarter together with the financial statements required to be attached thereto, provided the Borrower is required to file such quarterly report on Form 10-Q with the Securities and Exchange Commission and such filing is actually made;

(d)with each of the financial statements delivered pursuant to subsections (a) and (c) above, a compliance certificate (“Compliance Certificate”) in the form attached hereto as Exhibit E signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower or another officer of the Borrower reasonably acceptable to the Administrative Agent to the effect that to such officer’s knowledge and belief no Default or Event of Default has occurred during the period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken or being taken by AF REIT, the Borrower or any Subsidiary to remedy the same. Such certificate shall also set forth the calculations supporting such statements in respect of Section 8.20 hereof and the Borrower’s calculation of the Ownership Share of each Subsidiary and Unconsolidated Affiliate;

(e)promptly after request by the Administrative Agent, any additional written reports, management letters or other detailed information contained in writing concerning significant aspects of AF REIT’s, the Borrower’s or any Subsidiary’s operations and financial affairs given to it by its independent public accountants and submitted to the board of directors (or similar governing body) of the Borrower;

(f)promptly after the sending or filing thereof, copies of each financial statement, report, or proxy statement sent by AF REIT or any Subsidiary to its stockholders or other equity holders;

(g)promptly after receipt thereof, if any, a copy of each audit made by any regulatory agency of the books and records of AF REIT, the Borrower or any Subsidiary or of notice of any material noncompliance with any applicable Legal Requirements relating to AF REIT, the Borrower or any Subsidiary, or its business;

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(h)as soon as available, and in any event within sixty (60) days after the end of each Fiscal Year of the Borrower (commencing with the Fiscal Year ending on December 31, 2021), a copy of the Borrower’s projections for the following year including consolidated projections of revenues, expenses and balance sheet on a quarter by quarter basis, with such projections in reasonable detail prepared by the Borrower and in form satisfactory to the Administrative Agent (which shall include a summary of all significant assumptions made in preparing such projections);

(i)notice of any Change of Control;

(j)promptly after any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of (i) any threatened (in writing) or pending litigation or governmental or arbitration proceeding or labor controversy against AF REIT, the Borrower or any Subsidiary or any of their Property which would reasonably be expected to have a Material Adverse Effect, (ii) the occurrence of any other matter which would reasonably be expected to have a Material Adverse Effect, (iii) the occurrence of any Default or Event of Default, or (iv) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in of such certification;

(k)with each of the financial statements delivered pursuant to subsections (a) and (c) above, if there have been any changes to the organizational list of AF REIT, the Borrower and the Subsidiaries during the most recently ended Fiscal Quarter, a revised organizational list, together with a summary of the changes;

(l)[Reserved]; and

(m)promptly after the request the Administrative Agent or the Required Lenders, (i) any other information or report reasonably requested by such Person(s) or (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the Patriot Act or other applicable Anti-Corruption Laws and the Beneficial Ownership Regulation.

Section 8.6.Inspection. The Borrower shall, and shall cause AF REIT and each Subsidiary to, permit each of the Arrangers (or any of their affiliates), coordinating through the Administrative Agent, and each of their duly authorized representatives and agents, during normal business hours, to visit and inspect any of its Property, corporate books, and financial records, to examine and make copies of its books of accounts and other financial records (which shall be subject to the confidentiality requirements of Section 12.25 hereof), and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers, employees and independent public accountants (and by this provision the Borrower hereby authorizes such accountants to discuss with either of the Arrangers (or any of their affiliates) the finances and affairs of AF REIT, the Borrower and their Subsidiaries) at such reasonable times as the Administrative Agent may designate, with reasonable prior notice to the Borrower and no more often than once in any period of twelve (12) consecutive months unless an Event of Default has occurred and is continuing. The Administrative Agent shall use reasonable efforts to coordinate inspections undertaken in accordance with this Section 8.6 to (i) minimize the administrative burden of such inspections on AF REIT, the Borrower and their Subsidiaries, (ii) minimize the interference with the business of AF REIT, the Borrower and their Subsidiaries, and (iii) not disturb the occupancy of any Real Property by any Tenant.

Section 8.7.Liens. The Borrower shall not, nor shall it permit any Guarantor or Unencumbered Pool Property Subsidiary to, create, incur or permit to exist any Lien of any kind on any Property owned by any such Person, other than Permitted Liens.

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Section 8.8.Investments, Acquisitions, Loans and Advances. The Borrower shall not, nor shall it permit AF REIT or any Subsidiary to, (i) directly or indirectly, make, retain or have outstanding any investments (whether through the purchase of stock or obligations or otherwise) in any Person, real property or improvements on real property, or any loans, advances, lines of credit, mortgage loans or other financings (including pursuant to sale/leaseback transactions) to any other Person, or (ii) acquire any real property, improvements on real property or all or any substantial part of the assets or business of any other Person or division thereof; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to AF REIT, the Borrower or any Subsidiary, any of the following:

(a)investments in direct obligations of the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one (1) year of the date of issuance thereof;

(b)investments in commercial paper with a Credit Rating of at least P-1 by Moody’s and at least A-1 by S&P maturing within one (1) year of the date of issuance thereof;

(c)investments in demand or time deposits, certificates of deposit or bankers acceptances of any Lender or by any United States commercial bank having capital and surplus of not less than $100,000,000 which have a maturity of one (1) year or less;

(d)investments in repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in subsection (a) above entered into with any bank meeting the qualifications specified in subsection (c) above, provided all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System;

(e)investments in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments of the type described in the immediately preceding subsections (a), (b), (c), and (d) above;

(f)AF REIT’s investment in the Borrower, the Borrower’s investments from time to time in its Subsidiaries, and investments made from time to time by a Subsidiary in one or more of its Subsidiaries, including, in each case, guaranties of Indebtedness of Borrower, Guarantors or any of their respective Subsidiaries;

(g)intercompany advances made from time to time among the Borrower and its Subsidiaries in the ordinary course of business to finance working capital needs;

(h)investments from time to time in individual Real Properties (including Eligible Properties) or in entities which own such individual Real Properties (including Eligible Properties), provided that such investment does not cause a breach of the financial covenants set forth in Section 8.20 hereof or clauses (i), (j) or (k) below;

(i)cash investments in Unconsolidated Affiliates in an amount not to exceed in the aggregate at any one time outstanding 20% of the Total Asset Value at such time;

(j)investments in Assets Under Development in an amount not to exceed in the aggregate at any one time outstanding 10% of the Total Asset Value at such time;

(k)investments in Land Assets in an amount not to exceed in the aggregate at any one time outstanding 10% of the Total Asset Value at such time;

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(l)investments in deposit account and securities accounts opened in the ordinary course of business and in compliance with the terms of this Agreement;

(m)investments pursuant to Hedging Agreements that are not otherwise prohibited by the terms of this Agreement;

(n)investments existing on the date hereof and set forth on Schedule 8.8;

(o)advances to officers, directors and employees of the Borrower and Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes;

(p)investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business;

(q)investments in mortgages and mezzanine loans, commercial mortgage-backed securities, and Governmental Affiliated Loan Corporations in an amount not to exceed in the aggregate at any one time outstanding 10% of Total Asset Value at such time;

(r)investments by AF REIT for the redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any equity interests of AF REIT or the Borrower now or hereafter outstanding to the extent permitted in Section 8.24 below;

(s)investments permitted under applicable law in the publicly-traded equity interests of REITs or other real estate companies conducting business, services or activities substantially similar or related to those engaged by AF REIT, the Borrower and their Subsidiaries as of the date hereof not to at any time exceed 10% of Total Asset Value;

(t)investments not otherwise permitted under this Section 8.8 in an aggregate amount not to exceed $3,000,000; and

(u)investments in the form of mergers or consolidations permitted under Section 8.9.

The Borrower’s Ownership Share of any investment of the type described in clauses (i), (j), (k), (q), (s) and (t) by its Unconsolidated Affiliates will be included for purposes hereof. Investmentsof the type described in clauses (i), (j), (k), (q), (s) and (t) immediately preceding shall, at no time, exceed in the aggregate at any one time, 35% of the Total Asset Value at such time. In determining the amount of investments, acquisitions, loans, and advances permitted under this Section, (i) investments and acquisitions shall always be taken at the book value (as defined in GAAP)thereof and (ii) loans and advances shall be taken at the principal amount thereof then remaining unpaid.

Section 8.9.Mergers, Consolidations and Sales. Except in connection with an acquisition of an Eligible Property or otherwise with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit AF REIT or any Subsidiary to, merge or consolidate, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, so long as no Default or Event of Default is then continuing or would result therefrom, this Section shall not apply to nor operate to prevent:

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(a)the sale, transfer, lease or other disposition of Property of the Borrower or any of the Subsidiaries to one another in the ordinary course of its business;

(b)(i) the merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger and (ii) the merger of Genie Acquisition, LLC with and into AF REIT on or about the Closing Date so long as AF REIT is the entity surviving the merger;

(c)any sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) in the ordinary course of business;

(d)Leases of portions of any Real Property to Tenants;

(e)any merger if it results in the simultaneous payoff in immediately available funds of the Obligations (other than contingent indemnification obligations for which no claim or demand has been made and Obligations under Letters of Credit that have been Cash Collateralized or otherwise backstopped (including by “grandfathering” into future credit facilities) on terms reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer);

(f)merger or consolidation, directly or indirectly, with any other Person so long as (i) AF REIT, the Borrower or a Guarantor, as applicable, shall be the survivor thereof and no Change of Control shall result therefrom; provided that if the Borrower is a party to such merger or consolidation, the Borrower shall be the survivor thereof; (ii) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ prior written notice of such consolidation or merger; (iii) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default has occurred or would result therefrom; and (iv) at the time the Borrower gives notice pursuant to clause (ii) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by AF REIT, the Borrower and the Subsidiaries with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in Section 8.20, after giving effect to such consolidation or merger;

(g)AF REIT and the Borrower may issue or sell equity interests; provided that AF REIT and the Borrower, as the case may be, shall remain in compliance with the definition of Change of Control;

(h)to the extent constituting an investment of the type covered thereunder, transactions expressly permitted under Section 8.8; and

(i)the liquidation or dissolution of, or the sale, transfer or disposition of substantially all the equity interests of any other Subsidiary of the Borrower that does not own, directly or indirectly, any Unencumbered Pool Property (or, prior to, or substantially concurrent with, such liquidation, dissolution, sale, transfer or disposition, any such Unencumbered Pool Property is deleted as an Unencumbered Pool Property pursuant to Section 7.3(d)), so long as such Subsidiary is not otherwise required hereunder to be a Guarantor.

Nothing in this Section 8.9 shall prohibit the dissolution of a Subsidiary which has disposed of its assets in accordance with this Agreement.

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Section 8.10.Maintenance of Subsidiaries. The Borrower shall not assign, sell or transfer, nor shall it permit any of its Subsidiaries to issue, assign, sell or transfer, any shares of capital stock or other equity interests of any of the Borrower’s Subsidiaries that are Guarantors to any Person that is not the Borrower or a wholly-owned direct or indirect Subsidiary of the Borrower; provided, however, that the foregoing shall not operate to prevent (a) Liens (if any, it being agreed and understood that no such Liens are being created by the Loan Documents on the Closing Date) on the capital stock or other equity interests of Guarantors granted to the Administrative Agent, (b) the issuance, sale and transfer to any Person of any shares of capital stock of a Guarantor solely for the purpose of qualifying, and to the extent legally necessary to qualify, such person as a director of such Guarantor and (c) any transaction permitted by Section 8.9(b), (e), (f) or (i) above.

Section 8.11.ERISA. The Borrower shall, and shall cause each Subsidiary to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates to, promptly pay and discharge all obligations and liabilities arising under ERISA of a character which if unpaid or unperformed could reasonably be expected to (i) with respect to any Loan Party or Unencumbered Pool Property Subsidiary, result in the imposition of a Lien against any of its Property or (ii) with respect to all other Subsidiaries, have a Material Adverse Effect. The Borrower shall, and shall cause AF REIT and each Subsidiary to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates to, promptly notify the Administrative Agent and each Lender of: (a) the occurrence of any reportable event (as defined in Section 4043 of ERISA) with respect to a Plan, (b) receipt of any notice from the PBGC of its intention to seek termination of any Plan or appointment of a trustee therefor, (c) its intention to terminate or withdraw from any Plan, and (d) the occurrence of any event with respect to any Plan which would result in the incurrence by AF REIT, the Borrower, any Subsidiary, or any Unconsolidated Affiliate of any material liability, fine or penalty, or any material increase in the contingent liability of AF REIT, the Borrower, any Subsidiary, or any Unconsolidated Affiliate with respect to any post-retirement Welfare Plan benefit; provided that with respect to any Subsidiary that is not a Loan Party or an Unencumbered Pool Property Subsidiary, such notice shall only be required, in each case, to the extent such event would reasonably be expected to have a Material Adverse Effect. The Borrower shall not, and shall not permit AF REIT or any Subsidiary to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates not to, permit any of its respective assets to become or be deemed to be “plan assets” within the meaning of ERISA, the Code or any of the respective regulations promulgated thereunder, where such event would reasonably be expected to have a Material Adverse Effect.

Section 8.12.Compliance with Laws. (a) The Borrower shall, and shall cause AF REIT and each Subsidiary to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates to, comply in all respects with all Legal Requirements applicable to or pertaining to its Property or business operations, where any such non compliance, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(j)The Borrower shall, and shall cause AF REIT and each Subsidiary to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates to, at all times, do the following to the extent the failure to do so, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect: (i) comply in all material respects with, and maintain each of the Real Properties in compliance in all material respects with, all applicable Environmental Laws; (ii) use commercially reasonable efforts to require that each Tenant of any of the Real Properties or any part thereof comply in all material respects with all applicable Environmental Laws; (iii) obtain and maintain in full force and effect all material governmental approvals required by any applicable Environmental Law for operations at each of the Real Properties; (iv) cure any material violation of applicable Environmental Laws by it or at any of the Real Properties; (v) not allow the presence or operation at any of the Real Properties of any (1) landfill or dump or (2) hazardous waste management facility or solid waste disposal

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facility as defined pursuant to RCRA or any comparable state law (other than any private sewage treatment plant maintained at any Real Property in compliance with Environmental Laws); (vi) not manufacture, use, generate, transport, treat, store, release, dispose or handle any Hazardous Material at any of the Properties except in the ordinary course of its business and in compliance with Environmental Laws; (vii) within ten (10) Business Days after receipt of written notice of the same in connection with AF REIT, the Borrower, any Subsidiary, any Unconsolidated Subsidiary or any of the Real Properties, notify the Administrative Agent in writing of, and provide any reasonably requested documents with respect to, any of the following: (1) any material liability for response or corrective action, natural resource damage or other harm pursuant to CERCLA, RCRA or any comparable state law; (2) any material Environmental Claim; (3) any material violation of an Environmental Law or material Release, threatened Release or disposal of a Hazardous Material; (4) any restriction on the ownership, occupancy, use or transferability arising pursuant to any (x) Release, threatened Release or disposal of a Hazardous Material or (y) Environmental Law; or (5) any environmental, natural resource, health or safety condition which would reasonably be expected to have a Material Adverse Effect; (viii) conduct, at its expense, any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any material Release, threatened Release or disposal of a Hazardous Material as required to be performed by any applicable Environmental Law, (ix) abide by and observe any restrictions on the use of the Real Properties imposed by any Governmental Authority as set forth in a deed or other instrument affecting AF REIT’s, the Borrower’s, any Subsidiary’s, or any Unconsolidated Subsidiary’s interest therein; (x) promptly provide or otherwise make available to the Administrative Agent any reasonably requested environmental record concerning the Real Properties which AF REIT, the Borrower, any Subsidiary, or any Unconsolidated Subsidiary possesses or can reasonably obtain; and (xi) perform, satisfy, and implement any operation or maintenance actions required by any Governmental Authority or Environmental Law or included in any no further action letter or covenant not to sue issued by any Governmental Authority under any Environmental Law. The Administrative Agent shall give prompt notice to each Lender of any notice from the Borrower received pursuant to this Section 8.12(b).

Section 8.13.Compliance with OFAC Sanctions Programs and Anti-Corruption Laws. (a) AF REIT shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to AF REIT and shall cause the Borrower and each of the Subsidiaries to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates to, comply with the requirements of all OFAC Sanctions Programs applicable to such Person.

(k)The Borrower shall provide the Administrative Agent, the L/C Issuer, and the Lenders any information regarding AF REIT, the Borrower, their Subsidiaries, the Unconsolidated Affiliates, and each of their other Affiliates necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable OFAC Sanctions Programs; subject, however, in the case of Affiliates (other than the Subsidiaries), to the Borrower’s ability to provide information applicable to them.

(l)If the Borrower obtains actual knowledge or receives any written notice that AF REIT, the Borrower, any Subsidiary, any Unconsolidated Affiliate, or any officer, director or Affiliate thereof or that any Person that owns or controls any such Person is the target of any OFAC Sanctions Programs or is located, organized or resident in a country or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), the Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii) comply with all applicable Legal Requirements with respect to such OFAC Event (regardless of whether the target person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the Borrower hereby authorizes and consents to the Administrative Agent, the L/C

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Issuer, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable Legal Requirements with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

(m)AF REIT shall not, nor shall it permit the Borrower or any Subsidiary to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates not to, directly or, to any Loan Party’s knowledge, indirectly, use the proceeds of the Revolving Credit, or lend, contribute or otherwise make available such proceeds to any other Person, to fund any activities or business of or with any Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of any OFAC Sanctions Programs, except to the extent permissible for a Person required to comply with any OFAC Sanctions Programs.

(n)AF REIT shall not, nor shall it permit the Borrower or any Subsidiary to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates not to, violate any Anti Corruption Law in any material respect.

(o)AF REIT shall, and shall cause the Borrower and each of its Subsidiaries to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates to, maintain in effect policies and procedures designed to ensure compliance in all material respects by AF REIT, the Borrower, each of their Subsidiaries, and each of their Unconsolidated Affiliates, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws.

Section 1.1.Burdensome Contracts With Affiliates. AF REIT shall not, nor shall it permit the Borrower or any Subsidiary to, enter into any contract, agreement or business arrangement with any of its Affiliates on terms and conditions which are less favorable to AF REIT, the Borrower or such Subsidiary than would be usual and customary in similar contracts, agreements or business arrangements between Persons not affiliated with each other except (i) compensation and indemnification arrangements for directors (or equivalent), officers and employees of the Manager, AF REIT, the Borrower and the Subsidiaries, including retirement, health, option and other benefit plans, bonuses, performance-based incentive plans and other similar forms of compensation, the granting of Equity Interests to the Manager and directors (or equivalent), officers and employees of the Manager, AF REIT, the Borrower and the Subsidiaries in connection with the implementation of any such arrangement, and the funding of any such arrangement and (ii) the entry by the Borrower into the Outperformance Agreement and the issuance of LTIP Units as set forth therein.

Section 8.14.No Changes in Fiscal Year. The Fiscal Year of AF REIT and its Subsidiaries ends on December 31of each year; and the Borrower shall not, nor shall it permit AF REIT or any Subsidiary to, change its Fiscal Year from its present basis.

Section 8.15.Formation of Subsidiaries. Promptly upon the formation or acquisition of any Guarantor, the Borrower shall provide the Administrative Agent and the Lenders notice thereof and timely comply with the requirements of Section 4.2 hereof.

Section 8.16.Change in the Nature of Business. The Borrower shall not, nor shall it permit AF REIT or any Subsidiary to, engage in any business or activity if, as a result thereof, the general nature of the business of AF REIT or any Subsidiary would be changed in any material respect from the general nature of the business engaged in by it as of the Closing Date; provided that nothing herein shall be deemed to prohibit or restrict the Borrower or any Subsidiary from

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engaging in any business which is reasonably related to the core business engaged in by it on the Closing Date.

Section 8.17.Use of Proceeds. The Borrower shall use the credit extended under this Agreement solely for the purposes set forth in, or otherwise permitted by, Section 6.4 hereof.

Section 8.18.No Restrictions. Except as provided herein, the Borrower shall not, nor shall it permit any Guarantor or Unencumbered Pool Property Subsidiary to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of the Borrower or any Guarantor or Unencumbered Pool Property Subsidiary to: (a) pay dividends or make any other distribution on any capital stock or other equity interests owned by AF REIT, the Borrower or any other Guarantor, (b) pay any indebtedness owed to AF REIT, the Borrower or any other Subsidiary, or (c) guarantee the Obligations, Hedging Liability (other than any Excluded Swap Obligation), and Bank Product Obligations and/or grant Liens on its assets to the Administrative Agent.

Section 8.19.Financial Covenants.

(a)Maximum Consolidated Leverage Ratio. As of the last day of each Fiscal Quarter of the Borrower (commencing with the Fiscal Quarter ending September 30, 2021), the Borrower shall not permit the Consolidated Leverage Ratio to be greater than 0.60 to 1.00; provided, that so long as no Default or Event of Default is then continuing, the Borrower shall have the option, exercisable not more than three (3) times during the term of this Agreement in non-consecutive periods by written notice to the Administrative Agent, to increase the limit stated above to 0.65 to 1.00 for the two (2) consecutive Fiscal Quarters following a Material Acquisition (with the first such Fiscal Quarter being the same Fiscal Quarter in which the assets acquired in such Material Acquisition are included in the calculation of the Consolidated Leverage Ratio).

(b)Minimum Fixed Charge Coverage Ratio. As of the last day of each Fiscal Quarter of the Borrower (commencing with the Fiscal Quarter ending September 30, 2021), the Borrower shall not permit the Fixed Charge Coverage Ratio to be less than 1.65 to 1.00.

(c)Maximum Consolidated Unsecured Leverage Ratio. As of the last day of each Fiscal Quarter of the Borrower (commencing with the Fiscal Quarter ending September 30, 2021), the Borrower shall not permit the Consolidated Unsecured Leverage Ratio to be greater than 0.60 to 1.00; provided, that so long as no Default or Event of Default is then continuing, the Borrower shall have the option, exercisable not more than three (3) times during the term of this Agreement in non-consecutive periods by written notice to the Administrative Agent, to increase the limit stated above to 0.65 to 1.00 for the two (2) consecutive Fiscal Quarters following a Material Acquisition (with the first such Fiscal Quarter being the same Fiscal Quarter in which the assets acquired in such Material Acquisition are included in the calculation of the Consolidated Unsecured Leverage Ratio).

(d)Implied Unencumbered Debt Service Coverage Ratio. As of the last day of each Fiscal Quarter of the Borrower (commencing with the Fiscal Quarter ending September 30, 2021), the Borrower shall not permit the Implied Unencumbered Debt Service Coverage Ratio to be less than 1.50 to 1.0.

(e)Maximum Secured Recourse Indebtedness to Total Asset Value Ratio. As of the last day of each Fiscal Quarter of the Borrower (commencing with the Fiscal Quarter ending September 30, 2021), the Borrower shall not permit the ratio of (i) Secured Recourse Indebtedness as of such date to (ii) Total Asset Value as of such date to be greater than 0.10 to 1.00.

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(f)Maintenance of Net Worth. As of the last day of each Fiscal Quarter of the Borrower (commencing with the Fiscal Quarter ending September 30, 2021), AF REIT shall maintain a Net Worth of not less than the sum of (a)$1,285,000,000plus (b) 75% of the aggregate net proceeds received by AF REIT after the Closing Date in connection with any offering of Stock or Stock Equivalents.

(g)Maximum Consolidated Secured Leverage Ratio. As of the last day of each Fiscal Quarter of the Borrower (commencing with the Fiscal Quarter ending September 30, 2021), the Borrower shall not permit the Consolidated Secured Leverage Ratio to be greater than 0.50 to 1.00; provided, that so long as no Default or Event of Default is then continuing, the Borrower shall have the option, exercisable not more than three (3) times during the term of this Agreement in non-consecutive periods by written notice to the Administrative Agent, to increase the limit stated above to 0.55 to 1.00 for the two (2) consecutive Fiscal Quarters following a Material Acquisition (with the first such Fiscal Quarter being the same Fiscal Quarter in which the assets acquired in such Material Acquisition are included in the calculation of the Consolidated Secured Leverage Ratio).

Section 8.20.[Reserved].

Section 8.21.Electronic Delivery of Certain Information. (a) Documents, including financial reports to be delivered pursuant to Section 8.5 hereof, required to be delivered pursuant to this Agreement may be delivered by electronic communication and delivery, including, the internet, including the website maintained by the Securities and Exchange Commission, e-mail or intranet websites to which the Administrative Agent and each Lender have access (including a commercial, third-party website or a website sponsored or hosted by the Administrative Agent) provided that the foregoing shall not apply to (i) notices to any Lender (or the L/C Issuer) pursuant to Section 1. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic delivery pursuant to procedures approved by it for all or particular notices or communications. Documents or notices delivered electronically shall be deemed to have been delivered on the date and time on which the Administrative Agent or the Borrower posts such documents or the documents become available on a commercial website and the Borrower notifies the Administrative Agent of said posting by causing an e-mail notification to be sent to an e-mail address specified from time to time by the Administrative Agent 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 on a Business Day, said posting date and time shall be deemed to have commenced as of 9:00 a.m. Chicago time on the opening of business on the next Business Day for the recipient. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the certificates required by Section 8.5(d) to the Administrative Agent. Except for the certificates required by Section 8.5(d), 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.

(h)Documents required to be delivered pursuant to Section 1 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 8.22.REIT Status. AF REIT shall maintain its status as a REIT and all of the representations and warranties set forth in Section 6.25 shall remain true and correct at all times.

Section 8.23.Restricted Payments. Neither the Borrower nor AF REIT shall, nor shall they permit any Subsidiary to, declare or make any Restricted Payment; provided that:

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(a)with respect to each Rolling Period, commencing with the Fiscal Quarter ending September 30, 2021, the Borrower may declare or make cash distributions to AF REIT, and the Borrower may declare or make cash distributions to its other equity holders, in an aggregate amount (excluding cash distributions permitted pursuant to clauses (b)-(i) below) not to exceed the greater of (i) the amount necessary for AF REIT to be able to make distributions required to maintain its status as a REIT (i.e., to satisfy the distribution requirements set forth in Section 857(a) of the Code) and (ii)  ninety-five percent (95%) of AF REIT’s AFFO for such Rolling Period; provided that, if the Borrower shall have on a pro forma basis after giving effect to any such Restricted Payments and any Borrowing under this Agreement (calculated as of the last day of the Fiscal Quarter of the Borrower for which financial statements were required to be delivered under Section 8.5(a) and (c)) (I) Revolving Credit Availability of at least $60,000,000, (II) a Consolidated Unsecured Leverage Ratio of less than or equal to 0.575 to 1.00, and (III) a Consolidated Leverage Ratio of less than or equal to 0.575 to 1.00, such percentage shall be increased to one hundred five percent (105%) for such applicable Fiscal Quarter; provided further that, (x) during the continuance of any Event of Default, cash distributions made pursuant to this clause (a) shall be limited to those described in clause (a)(i), and (y) following a Bankruptcy Event with respect to the Borrower or the acceleration of the Obligations, the Borrower shall not make any cash distributions; provided further that, to the extent the Borrower was permitted to declare or make a cash distribution to AF REIT pursuant to this clause (a), AF REIT shall be permitted to distribute such amounts to its equity holders as a dividend or other distribution;

(b)any Subsidiary may make Restricted Payments, directly or indirectly, to the Borrower or any other Subsidiary that is a Guarantor;

(c)any of AF REIT, the Borrower or any Subsidiary may declare and make dividend payments or other distributions payable solely in the common equity interests or other equity interests of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by the Borrower, (ii) distributions of rights or equity securities under any rights plan adopted by the Borrower and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its equity interests payable solely in additional shares of its equity interests;

(d)AF REIT, the Borrower and each Subsidiary may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in connection with the exercise of warrants, options or other securities convertible into or exchangeable for equity interests of the Borrower or any Subsidiary;

(e)so long as no Change of Control results therefrom, AF REIT, the Borrower and each Subsidiary may make Restricted Payments in connection with the implementation of or pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation for the benefit of the directors, officers and employees of AF REIT, the Borrower and the Subsidiaries;

(f)so long as no Change of Control results therefrom, the Borrower and each Subsidiary may make dividends or distributions to a Subsidiary, the Borrower or AF REIT to allow AF REIT to, and AF REIT may, make payments in connection with share purchase programs and cash distributions reinvested in the Borrower or AF REIT through AF REIT’s distribution reinvestment plan, and the Borrower may make corresponding dividends or distributions to its other equity holders, in each case, to the extent not otherwise prohibited by the terms of this Agreement;

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(g)AF REIT and the Borrower may exercise any redemption or conversion rights with respect to the equity interests of AF REIT and the Borrower in accordance with the terms of the governing documents setting out any such rights;

(h)the Borrower may make Restricted Payments to the Manager in respect of LTIP Units pursuant to the Outperformance Agreement; and

(i)the Borrower and AF REIT may consummate tender offers and share repurchases, and make Restricted Payments to fund the consideration therefor; provided that (i) the Borrower shall have on a pro forma basis after giving effect to any such Restricted Payment and any Borrowing hereunder in connection therewith (calculated as of the last day of the Fiscal Quarter of the Borrower for which financial statements were required to be delivered under Section 8.5(a) and (c)) (I) Revolving Credit Availability of $60,000,000 or more, (II) a Consolidated Unsecured Leverage Ratio of less than or equal to 0.575 to 1.00, and (III) a Consolidated Leverage Ratio of less than or equal to 0.575 to 1.00.

Section 8.24.Management Agreement. During the continuance of a Default under Section 9.1(a) or any Event of Default, without the prior written consent of the Administrative Agent, the Borrower shall not permit or agree to any amendment, modification, restatement or replacement of the Management Agreement which increases the amount of management, advisory or other similar fees or payments payable thereunder or is otherwise adverse to the interests of the Administrative Agent or the Lenders.

SECTION 9.Events of Default and Remedies.

Section 9.1.Events of Default. Any one or more of the following shall constitute an “Event of Default” hereunder:

(a)default in the payment when due of (i) all or any part of the principal of any Loan (whether at the stated maturity thereof or at any other time provided for in this Agreement, including a mandatory prepayment required by Section 1.8(b)), (ii) any Reimbursement Obligation (except in any case in which a Loan has been made in the amount of the Reimbursement Obligations then due and the proceeds thereof applied to pay such Reimbursement Obligations as contemplated by Section 1.2(c)), (iii) anyinterest or (iv) anyfee or other Obligation payable hereunder or under any other Loan Document, with such default in payment continuing for (A) in the case of the foregoing clauses (ii) and (iii), three (3) Business Days after receipt of written notice thereof from the Administrative Agent and (B) in the case of the foregoing clause (iv), five (5) Business Days after receipt of written notice thereof from the Administrative Agent;

(b)default in the observance or performance of any covenant set forth in Sections8.1(i) (solely with respect to AF REIT or the Borrower), 8.5(a), (c), (d), (h), (i) and (j) , 8.7, 8.8, 8.9, 8.10, 8.18, 8.20, 8.23 or 8.24 hereof;

(c)default in the observance or performance of any other provision hereof or of any other Loan Document which is not remedied within thirty (30) days after the earlier of (i) the date on which such failure shall first become known to any Responsible Officer of the Borrower and (ii) written notice thereof is given to the Borrower by the Administrative Agent; provided, however, if such a default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that the Borrower shall have commenced to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is

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reasonably necessary for the Borrower in the exercise of due diligence to cure such default, provided such additional period shall not exceed sixty (60) days;

(d)any representation or warranty made herein or in any other Loan Document or in any certificate furnished to the Administrative Agent or the Lenders pursuant hereto or thereto or in connection with any transaction contemplated hereby or thereby proves untrue in any material respect (where not already qualified by materiality or Material Adverse Effect, otherwise in any respect) as of the date of the issuance or making or deemed making thereof (except to the extent such representation and warranty relates to an earlier date, in which case it proves untrue in any material respect (where not already qualified by materiality or Material Adverse Effect, otherwise in any respect) as of such date) and shall not be cured or remedied so that such representation, warranty, certification or statement of fact is no longer incorrect or misleading in any material respect within ten (10) days after the earlier of notice from the Administrative Agent or the actual knowledge of the Borrower thereof;

(e)(i) any event occurs or condition exists (other than those described in subsections (a) through (d) above) which is specified as an event of default under any of the other Loan Documents (and the related grace and/or cure period, if any, shall have expired), or any of the Loan Documents shall for any reason not be or shall cease to be in full force and effect or is declared to be null and void; or (ii) the Borrower or any Guarantor takes any action for the purpose of terminating, repudiating or rescinding any Loan Document executed by it or any of its obligations thereunder;

(f)default (with expiration of any grace and/or cure periods related thereto) shall occur under any Indebtedness issued, assumed or guaranteed by the Borrower or any Guarantor aggregating in excess of (i) with respect to any Recourse Indebtedness issued, assumed or guaranteed by the Borrower or any Guarantor, $10,000,000 in the aggregate, or (ii) with respect to any other Indebtedness issued, assumed or guaranteed by the Borrower or any Guarantor, $100,000,000 in the aggregate, or a default (with expiration of any grace and/or cure periods related thereto) shall occur with respect to any Indebtedness issued, assumed or guaranteed by the Borrower or any Guarantor, and such default shall continue for a period of time sufficient to permit the acceleration of the maturity of any such Indebtedness (whether or not such maturity is in fact accelerated);

(g)any judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, shall be entered or filed against the Borrower or any Guarantor, or against any of its respective Property, in an aggregate amount in excess of $10,000,000 (except to the extent fully covered by insurance pursuant to which the insurer has accepted liability therefor in writing), and which remains undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days;

(h)the Borrower or any Guarantor, or any member of its Controlled Group, shall fail to pay when due an amount or amounts aggregating in excess of $10,000,000 which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate a Plan or Plans having aggregate Unfunded Vested Liabilities in excess of $10,000,000 (collectively, a “Material Plan”) shall be filed under Title IV of ERISA by the Borrower or any Guarantor, or any other member of its Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any Material Plan or a proceeding shall be instituted by a fiduciary of any Material Plan against the Borrower or any Guarantor, or any member of its Controlled Group, to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within thirty (30) days thereafter; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated;

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(i)any Change of Control shall occur;

(j)the Borrower or any Guarantor shall (i) admit in writing its inability to pay, its debts generally as they become due, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (iv) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it within sixty (60) days, (v) take any board of director or shareholder action (including the convening of a meeting) in furtherance of any matter described in parts (i) through (iv) above, or (vi) fail to contest in good faith any appointment or proceeding described in Section 9.1(k) hereof; and

(k)an order for relief under the United States Bankruptcy Code, as amended, shall have entered involuntarily against the Borrower or any Guarantor or a custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor, or any substantial part of its Property and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) days.

Section 9.2.Non-Bankruptcy Defaults. When any Event of Default (other than those described in subsection (j) or (k) of Section 9.1 hereof with respect to the Borrower) has occurred and is continuing, the Administrative Agent shall, by written notice to the Borrower: (a) if so directed by the Required Lenders, terminate the remaining Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which may be the date thereof); (b) if so directed by the Required Lenders, declare the principal of and the accrued interest on all outstanding Loans to be forthwith due and payable and thereupon all outstanding Loans, including both principal and interest thereon, shall be and become immediately due and payable together with all other amounts payable under the Loan Documents without further demand, presentment, protest or notice of any kind; and (c) if so directed by the Required Lenders, demand that, with respect to each Letter of Credit then outstanding, the Borrower immediately either (i) pay to the Administrative Agent the full amount then available for drawing thereunder, (ii) deliver to the Administrative Agent Cash Collateral in an amount equal to 105% of the aggregate amount thereof or (iii) return or cause to be returned to L/C Issuer such Letter of Credit for cancellation, and the Borrower agrees to immediately take such action and acknowledges and agrees that the Lenders would not have an adequate remedy at law for failure by the Borrower to honor any such demand and that the Administrative Agent, for the benefit of the Lenders, shall have the right to require the Borrower to specifically perform such undertaking whether or not any drawings or other demands for payment have been made under any Letter of Credit. The Administrative Agent, after giving notice to the Borrower pursuant to Section 9.1(c) or this Section 9.2, shall also promptly send a copy of such notice to the other Lenders, but the failure to do so shall not impair or annul the effect of such notice.

Section 9.3.Bankruptcy Defaults. When any Event of Default described in subsections (j) or (k) of Section 9.1 hereof with respect to the Borrower has occurred and is continuing, all outstanding Loans shall immediately become due and payable together with all other amounts payable under the Loan Documents without presentment, demand, protest or notice of any kind, the obligation of the Lenders to extend further credit pursuant to any of the terms hereof shall immediately terminate and, with respect to each Letter of Credit then outstanding, the Borrower immediately either (i) pay to the Administrative Agent the full amount then available for drawing thereunder, (ii) deliver to the Administrative Agent Cash Collateral in an amount equal to 105% of the aggregate amount thereof or (iii) return or cause to be returned to L/C Issuer such Letter of

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Credit for cancellation, the Borrower acknowledging and agreeing that the Lenders would not have an adequate remedy at law for failure by the Borrower to honor any such demand and that the Lenders, and the Administrative Agent on their behalf, shall have the right to require the Borrower to specifically perform such undertaking whether or not any draws or other demands for payment have been made under any of the Letters of Credit.

Section 9.4.Collateral for Undrawn Letters of Credit. (a) If the prepayment of the amount available for drawing under any or all outstanding Letters of Credit is required under Section 1.8(b), Section 1.14, Section 9.2 or Section 9.3 above, the Borrower shall forthwith pay the amount required to be so prepaid, to be held by the Administrative Agent as provided in subsection (b) below.

(l)All amounts prepaid pursuant to subsection (a) above shall be held by the Administrative Agent in one or more separate collateral accounts (each such account, and the credit balances, properties, and any investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of the foregoing and all proceeds of and earnings on any of the foregoing being collectively called the “Collateral Account”) as security for, and for application by the Administrative Agent (to the extent available) to, the reimbursement of any payment under any Letter of Credit then or thereafter made by the L/C Issuer, and to the payment of the unpaid balance of all other Obligations (and to all Hedging Liability (other than any Excluded Swap Obligation) and Bank Product Obligations). The Collateral Account shall be held in the name of and subject to the exclusive dominion and control of the Administrative Agent for the benefit of the Administrative Agent, the Lenders, and the L/C Issuer. If and when requested by the Borrower, the Administrative Agent shall invest funds held in the Collateral Account from time to time in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining maturity of one year or less, provided that the Administrative Agent is irrevocably authorized to sell investments held in the Collateral Account when and as required to make payments out of the Collateral Account for application to amounts then due and owing from the Borrower to the L/C Issuer, the Administrative Agent or the Lenders. If the Borrower shall have made payment of all obligations referred to in subsection (a) above required under Section 1.8(b) hereof, if any, at the request of the Borrower the Administrative Agent shall release to the Borrower amounts held in the Collateral Account so long as at the time of the release and after giving effect thereto no Default or Event of Default is then continuing. If the Borrower shall have made payment of all obligations referred to in subsection (a) above required under Section 9.2 or 9.3 hereof, so long as no Letters of Credit, Commitments, Loans or other Obligations, Hedging Liability (other than any Excluded Swap Obligation), or Bank Product Obligations remain outstanding, at the request of the Borrower the Administrative Agent shall release to the Borrower any remaining amounts held in the Collateral Account.

(m)At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or any L/C Issuer (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 1.14(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(i)Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grant to the Administrative Agent, for the benefit of the L/C Issuers, and agree to maintain, a first priority security interest in all such Cash Collateral as security for such Defaulting Lender’s obligation to fund participations in respect of L/C Obligations, to be applied pursuant to clause (ii) below. If at any time the Administrative Agent determines that

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Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower shall, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(ii)Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 9.4 or Section 1.14 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(iii)Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce any L/C Issuer’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 9.4(c) following (A) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (B) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided that, subject to Section 1.14 the Person providing Cash Collateral and the L/C Issuer may agree (but shall not be obligated to) that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

SECTION 10.Change in Circumstances.

Section 10.1.Change of Law. Notwithstanding any other provisions of this Agreement or any other Loan Document, if at any time any Change in Law makes it unlawful for any Lender to make or continue to maintain any Daily Simple SOFR Loans or SOFR Loans or to perform its obligations as contemplated hereby, such Lender shall promptly give notice thereof to the Borrower and such Lender’s obligations to make or maintain Daily Simple SOFR Loans or SOFR Loans under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or maintain Daily Simple SOFR Loans or SOFR Loans. The Borrower shall prepay on demand the outstanding principal amount of any such affected Daily Simple SOFR Loans or SOFR Loans, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement; provided, however, subject to all of the terms and conditions of this Agreement, the Borrower may then elect to borrow the principal amount of the affected Daily Simple SOFR Loans or SOFR Loans from such Lender by means of Base Rate Loans from such Lender, which Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender.

Section 10.2.Inability to Determine Rates; Effect of Benchmark Transition Event. (a) Subject to Section 10.2(b), if, on or prior to the first day of any Interest Period for any Daily Simple SOFR Loan or SOFR Loan:

    (i)    the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Daily Simple SOFR” or

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“Adjusted Term SOFR”, as applicable, cannot be determined pursuant to the definition thereof, or

    (ii)    the Required Lenders determine that for any reason in connection with any request for a Daily Simple SOFR Loan or a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable, for any requested Interest Period with respect to a proposed Daily Simple SOFR Loan or a SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent,

then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or continue Daily Simple SOFR Loans or SOFR Loans shall be suspended (to the extent of the affected Daily Simple SOFR Loans or SOFR Loans and the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Daily Simple SOFR Loans or SOFR Loans (to the extent of the affected Daily Simple SOFR Loans or SOFR Loans or the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected Daily Simple SOFR Loans or SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to Section 1.11.

    (b)    Notwithstanding anything to the contrary herein or in any other Loan Document (and any interest rate swap agreement shall be deemed not to be a “Loan Document” for the purposes of this Section 10.2(b)):

    (i)    Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the

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Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Adjusted Daily Simple SOFR, all interest payments will be payable on a monthly basis.

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

    (iii)    Notice; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 10.2(b) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 10.2(b), 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 or any selection, 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 to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 10.2(b).

    (iv)    Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest

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Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

    (v)    Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the Borrower may revoke any pending request for a Daily Simple SOFR Borrowing or a SOFR Borrowing of, conversion to or continuation of Daily Simple SOFR Loans or SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans and (ii) any outstanding affected Daily Simple SOFR Loans or SOFR Loans will be deemed to have been converted to Base Rate Loans at the end of the applicable Interest Period. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

Section 10.3.Increased Cost and Reduced Return.

(a)If any Change in Law shall:

(i)(i) subject any Lender (or its Lending Office) or the L/C Issuer to any Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) with respect to its Daily Simple SOFR Loans, SOFR Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Daily Simple SOFR Loans, SOFR Loans, issue a Letter of Credit, or to participate therein; or

(ii)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or the L/C Issuer or shall impose on any Lender (or its Lending Office) or the L/C Issuer or on the interbank market any other condition affecting its Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Loans, or to issue a Letter of Credit, or to participate therein;

and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office) or the L/C Issuer of making or maintaining any Loan, issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Lending Office) or the L/C Issuer under this Agreement or under any other Loan Document with respect thereto, by an amount deemed by such Lender or L/C Issuer to be material, then, within fifteen (15) days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such increased cost or reduction.

(b)If any Lender or L/C Issuer determines that any Change in Law affecting such Lender or L/C Issuer or any lending office of such Lender or such Lender’s or L/C Issuer’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect

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of reducing the rate of return on such Lender’s or L/C Issuer’s capital or on the capital of such Lender’s or L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Loans held by, such Lender, or the Letters of Credit issued by any L/C Issuer, to a level below that which such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or L/C Issuer’s policies and the policies of such Lender’s or L/C Issuer’s holding company with respect to capital adequacy), then from time to time, within fifteen (15) days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company for any such reduction suffered.

(c)A certificate of a Lender or L/C Issuer claiming compensation under this Section 10.3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive if reasonably determined absent manifest error. In determining such amount, such Lender or L/C Issuer may use any reasonable averaging and attribution methods.

(d)Failure or delay on the part of any Lender or L/C Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or L/C Issuer’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or L/C Issuer pursuant to this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender or L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Section 10.4.Lending Offices.

Each Lender may, at its option, elect to make its Loans hereunder at the branch, office or affiliate specified on the appropriate signature page hereof (each a “Lending Office”) for each type of Loan available hereunder or at such other of its branches, offices or affiliates as it may from time to time elect and designate in a written notice to the Borrower and the Administrative Agent. To the extent reasonably possible, a Lender shall designate an alternative branch or funding office with respect to its Daily Simple SOFR Loans or SOFR Loans to reduce any liability of the Borrower to such Lender under Section 10.3 hereof or to avoid the unavailability of Daily Simple SOFR Loans or SOFR Loans under Section 10.2 hereof, so long as such designation is not otherwise materially disadvantageous to the Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Section 10.5.Discretion of Lender as to Manner of Funding.

Notwithstanding any other provision of this Agreement, each Lender shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder with respect to Daily Simple SOFR Loans and SOFR Loans shall be made as if each Lender had actually funded and maintained each such Daily Simple SOFR Loan or SOFR Loan through the purchase of deposits in the interbank market having a maturity corresponding to such Loan’s Interest Period, and bearing an interest rate equal to Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable, for such Interest Period.

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SECTION 11.The Administrative Agent.

Section 11.1.Appointment and Authorization of Administrative Agent. Each Lender and the L/C Issuer hereby appoints BMO Harris Bank N.A. as the Administrative Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The provisions of this Section 11 are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Section 11.2.Administrative Agent and its Affiliates. The Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any other Lender and may exercise or refrain from exercising such rights and power as though it were not the Administrative Agent, and the Administrative Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor and generally engage in any kind of business with the Borrower or any Affiliate of the Borrower as if it were not the Administrative Agent under the Loan Documents. The term “Lender” as used herein and in all other Loan Documents, unless the context otherwise clearly requires, includes the Administrative Agent in its capacity as a Lender (if applicable).

Section 11.3.Action by Administrative Agent. If the Administrative Agent receives from the Borrower a written notice of an Event of Default pursuant to Section 8.5(k) hereof, the Administrative Agent shall promptly give each of the Lenders and L/C Issuer written notice thereof. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent and its Related Parties shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 9.2 and 9.5. Upon the occurrence of an Event of Default, unless and until the Required Lenders give such direction, the Administrative Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Lenders and L/C Issuer. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable Legal Requirements or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it first receives any further assurances of its indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expenses, and liabilities which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender, the L/C Issuer, or the Borrower. In all cases in which the Loan Documents do not require the Administrative Agent to take specific action, the Administrative Agent shall be fully justified in using its discretion in failing to take or in taking any action thereunder. Any instructions of the Required Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding upon all the Lenders and the holders of the Obligations.

Section 11.4.Consultation with Experts. The Administrative Agent may consult with legal counsel, independent public accountants, and other experts selected by it and shall not be

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liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

Section 11.5.Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection with the Loan Documents: (i) with the consent or at the request of the Required Lenders (or of any other group of Lenders called for under the specific provisions of the Loan Documents) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final non-appealable judgment. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of AF REIT, the Borrower or any Subsidiary contained herein or in any other Loan Document; (iii) the satisfaction of any condition specified in Section 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectability hereof or of any other Loan Document or of any other documents or writing furnished in connection with any Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, the L/C Issuer, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Loan Documents. The Administrative Agent may treat the payee of any Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other Lender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Loan Documents. It shall be the responsibility of each Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and its Subsidiaries, and the Administrative Agent shall have no liability to any Lender or L/C Issuer with respect thereto.

Section 11.6.Indemnity. The Lenders shall ratably, in accordance with their respective Percentages, indemnify and hold the Administrative Agent, and its directors, officers, employees, agents, and representatives harmless from and against any liabilities, losses, costs or expenses suffered or incurred by it under any Loan Document or in connection with the transactions contemplated thereby, regardless of when asserted or arising, except to the extent they are promptly reimbursed for the same by the Borrower and except to the extent that any event giving rise to a claim was caused by the gross negligence, bad faith, or willful misconduct of the party seeking to be indemnified as determined by a court of competent jurisdiction by final non-appealable judgment. The obligations of the Lenders under this Section 11.6 shall survive termination of this Agreement. The Administrative Agent shall be entitled to offset amounts received for the account of a Lender under this Agreement against unpaid amounts due from such Lender to the Administrative Agent, any L/C Issuer, or Swing Line Lender hereunder (whether as fundings of participations, indemnities or otherwise, and with any amounts offset for the benefit of the Administrative Agent to be held by it for its own account and with any amounts offset for the benefit of a L/C Issuer or Swing Line Lender to be remitted by the Administrative Agent to or for the account of such L/C Issuer or Swing Line Lender, as applicable), but shall not be entitled

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to offset against amounts owed to the Administrative Agent or any L/C Issuer or Swing Line Lender by any Lender arising outside of this Agreement and the other Loan Documents.

Section 11.7.Resignation and Removal of Administrative Agent and Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders, the L/C Issuer, and the Borrower. Upon any such resignation of the Administrative Agent, the Required Lenders shall have the right to appoint a successor Administrative Agent, which shall so long as no Event of Default has occurred and is continuing, be reasonably acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days 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 so long as no Event of Default has occurred and is continuing, be reasonably acceptable to the Borrower, and which may be any Lender hereunder or any commercial bank, or an Affiliate of a commercial bank, having an office in the United States of America and having a combined capital and surplus of at least $200,000,000.

(a)If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders shall have the right to appoint a successor Administrative Agent, which shall so long as no Event of Default has occurred and is continuing, be reasonably acceptable to the Borrower. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(b)Upon the acceptance of its appointment as the Administrative Agent hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of the prior Administrative Agent under the Loan Documents, and the prior Administrative Agent shall be discharged from its duties and obligations thereunder. After any Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 11 and all protective provisions of the other Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent, but no successor Administrative Agent shall in any event be liable or responsible for any actions of its predecessor. If the Administrative Agent resigns or is removed and no successor is appointed, the rights and obligations of such Administrative Agent shall be automatically assumed by the Required Lenders and the Borrower shall be directed to make all payments due each Lender and L/C Issuer hereunder directly to such Lender or L/C Issuer.

Section 11.8.L/C Issuer and Swing Line Lender. The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Swing Line Lender shall act on behalf of the Lenders with respect to the Swing Loans made hereunder. The L/C Issuer and the Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 11 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the Applications pertaining to such Letters of Credit or by the Swing Line Lender in connection with Swing Loans made or to be made hereunder as fully as if the term “Administrative Agent”, as used in this Section 11, included the L/C Issuer with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to such L/C Issuer or Swing Line Lender, as applicable. Any resignation by the Person then acting as Administrative Agent pursuant to Section 11.7 shall also constitute its resignation or the resignation of its Affiliate as L/C Issuer and Swingline Lender except as it may otherwise agree. If such Person then acting as L/C Issuer so resigns, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the

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effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Loans or fund risk participations in Reimbursement Obligations pursuant to Section 1.3. If such Person then acting as Swing Line Lender resigns, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Loans or fund risk participations in outstanding Swing Loans pursuant to Section 1.2(b). Upon the appointment by the Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable (other than any rights to indemnity payments or other amounts that remain owing to the retiring L/C Issuer or Swing Line Lender), and (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents other than with respect to its outstanding Letters of Credit and Swing Loans, and (iii) upon the request of the resigning L/C Issuer, the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the obligations of the resigning L/C Issuer with respect to such Letters of Credit.

Section 11.9.Hedging Liability and Bank Product Obligations. By virtue of a Lender’s execution of this Agreement or an assignment agreement pursuant to Section 12.12 hereof, as the case may be, any Affiliate of such Lender with whom AF REIT, the Borrower or any Subsidiary has entered into an agreement creating Hedging Liability or Bank Product Obligations shall be deemed a Lender party hereto for purposes of any reference in a Loan Document to the parties for whom the Administrative Agent is acting, it being understood and agreed that the rights and benefits of such Affiliate under the Loan Documents consist exclusively of such Affiliate’s right to share in payments and collections out of the Guaranties as more fully set forth in Section 3.1 hereof. In connection with any such distribution of payments and collections, or any request for the release of the Guaranties and the Administrative Agent’s Liens in connection with the termination of the Commitments and the payment in full of the Obligations, the Administrative Agent shall be entitled to assume no amounts are due to any Lender or its Affiliate with respect to Hedging Liability or Bank Product Obligations unless such Lender has notified the Administrative Agent in writing of the amount of any such liability owed to it or its Affiliate prior to such distribution or payment or release of Guaranties.

Section 11.10.Designation of Additional Agents. The Administrative Agent shall have the continuing right, for purposes hereof, at any time and from time to time to designate one or more of the Lenders (and/or its or their Affiliates) as “syndication agents,” “documentation agents,” “sustainability agents,” “book runners,” “lead arrangers,” “arrangers” or other designations for purposes hereto, but such designation shall have no substantive effect, and such Lenders and their Affiliates shall have no additional liabilities, powers, duties or responsibilities as a result thereof, but all such Persons shall have the benefit of the indemnities provided herein.

Section 11.11.Authorization to Enter into Subordination Agreement. Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to enter into any subordination or intercreditor agreement, on its behalf and to take such action on its behalf under the provisions of any such agreement. Each Lender further agrees to be bound by the terms and conditions of any subordination or intercreditor agreement. Each Lender hereby authorizes and directs the Administrative Agent to issue blockage notices at the direction of the Administrative Agent or the Required Lenders.

    Section 11.12.    Recovery of Erroneous Payments. Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute

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discretion) that it has made a payment hereunder in error to any Lender or L/C Issuer, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Person in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender or each L/C Issuer irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. Administrative Agent shall inform each Lender or L/C Issuer that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 11.12 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document:

SECTION 12.Miscellaneous.

Section 12.1.Taxes.

(a)Certain Defined Terms. For purposes of this Section, the term “Lender” includes the L/C Issuer and the term “applicable law” includes FATCA.

(b)Payments Free of Taxes. Any and all payments by or on account of any obligation of any 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 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.

(c)Payment of Other Taxes by the Loan Parties. The 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 Loan Parties. The Loan Parties shall indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this 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

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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 ten (10) days after demand therefor, for (i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.11 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 (e).

(f)Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section, such 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 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 Section 12.1(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(i)Without limiting the generality of the foregoing,

(A)any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or 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), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

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(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, executed originals of IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii)executed originals of IRS Form W-8ECI;

(iii)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit J-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN-E; or

(iv)to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-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 J-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), executed originals 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

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FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount 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 (h) (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 (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection (h) 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 had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund 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 Sectionshall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 12.2.[Reserved].

Section 12.3.No Waiver, Cumulative Remedies. No delay or failure on the part of the Administrative Agent, the L/C Issuer, or any Lender, or on the part of the holder or holders of any of the Obligations, in the exercise of any power or right under any Loan Document shall operate as a waiver thereof or as an acquiescence in any default, nor shall any single or partial exercise of any power or right preclude any other or further exercise thereof or the exercise of any other power or right. The rights and remedies hereunder of the Administrative Agent, the L/C Issuer, the Lenders, and of the holder or holders of any of the Obligations are cumulative to, and not exclusive of, any rights or remedies which any of them would otherwise have.

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Section 12.4.Non-Business Days. If any payment hereunder becomes due and payable on a day which is not a Business Day, the due date of such payment shall be extended to the next succeeding Business Day on which date such payment shall be due and payable. In the case of any payment of principal falling due on a day which is not a Business Day, interest on such principal amount shall continue to accrue during such extension at the rate per annum then in effect, which accrued amount shall be due and payable on the next scheduled date for the payment of interest.

Section 12.5.Survival of Representations. All representations and warranties made herein or in any other Loan Document or in certificates given pursuant hereto or thereto shall survive the execution and delivery of this Agreement and the other Loan Documents, and shall continue in full force and effect with respect to the date as of which they were made as long as any credit is in use or available hereunder.

Section 12.6.Survival of Indemnities. All indemnities and other provisions relative to reimbursement to the Lenders and L/C Issuer of amounts sufficient to protect the yield of the Lenders and L/C Issuer with respect to the Loans and Letters of Credit, including, but not limited to, Sections 1.11, 10.3, and 12.15 hereof, shall survive the termination of this Agreement and the other Loan Documents and the payment of the Obligations.

Section 12.7.Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section 12.7, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Section 12.8.Notices. (a) Except as otherwise specified herein, all notices hereunder and under the other Loan Documents shall be in writing (including, without limitation, notice by telecopy) and shall be given to the relevant party at its address or facsimile number set forth below, or such other address or facsimile number as such party may hereafter specify by notice to the Administrative Agent and the Borrower given by courier, by United States certified or registered mail, by telecopy or by other telecommunication device capable of creating a written record of such notice and its receipt. Notices under the Loan Documents to any Lender shall be addressed to its address or facsimile number set forth on its Administrative Questionnaire; and notices under the Loan Documents to the Borrower, any Guarantor, the Administrative Agent, or L/C Issuer shall be addressed to its respective address or facsimile number set forth below:

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to the Borrower or any Guarantor:	to the Administrative Agent or L/C Issuer:
The Necessity Retail REIT Operating Partnership, L.P. 650 Fifth Avenue, 30th Floor New York, New York 10019 Attention:    Boris Korotkin Telephone:    (212) 415-6578 Email:    BKorotkin@AR-Global.com Fax:     (215) 887-2585	BMO Harris Bank N.A. 100 High Street, 26th Floor Boston, Massachusetts 02110 Attention:    Lloyd Baron Telephone:    (617) 960-2372 Email:     lloyd.baron@bmo.com
with a copy to:
Proskauer Rose LLP Eleven Times Square New York, New York 10036-8299 Attention:    Andrew Bettwy, Esq. Telephone:    (212) 969-3180 Email:     abettwy@proskauer.com Fax:     (212) 969-2900

Each such notice, request or other communication shall be effective (i) if given by facsimile, when such facsimile is delivered to the facsimile number specified in this Section 12.8 or in the relevant Administrative Questionnaire and a confirmation of such facsimile has been received by the sender, (ii) if given by mail, upon receipt or first refusal of delivery or (iii) if given by any other means, when delivered at the addresses specified in this Section 12.8 or in the relevant Administrative Questionnaire; provided thatany notice given pursuant to Section 1 hereof shall be effective only upon receipt.

(j)Electronic Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or L/C Issuer pursuant to Sections 1.2, 1.3 and 1.6 if such Lender or L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Sections by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

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(k)Change of Address, etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(l)Platform. (i) Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available to the L/C Issuers and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “Platform”).

(i)The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower or the other Loan Parties, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through the 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 to the Administrative Agent, any Lender or any L/C Issuer by means of electronic communications pursuant to this Section, including through the Platform.

Section 12.9.Counterparts; Integration; Effectiveness. (a) Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 7.2, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (e.g., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. For purposes of determining compliance with the conditions specified in Section 7.2 hereof, each Lender and L/C Issuer 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 thereunder to be consented to or approved by or acceptable or satisfactory to a Lender or L/C Issuer unless the Administrative Agent shall have received notice from such Lender or L/C Issuer prior to the Closing Date specifying its objection thereto.

(m)Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and

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National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 12.10.Successors and Assigns. This Agreement shall be binding upon the Borrower and the Guarantors and their successors and assigns, and shall inure to the benefit of the Administrative Agent, the L/C Issuer, and each of the Lenders, and the benefit of their respective successors and assigns, including any subsequent holder of any of the Obligations. The Borrower and the Guarantors may not assign any of their rights or obligations under any Loan Document without the written consent of all of the Lenders and, with respect to any Letter of Credit or the Application therefor, the L/C Issuer.

Section 12.11.Participants. Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time to time to one or more other Persons; provided that no such participation shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation has been granted shall have the benefits of Section 1.11 and Section 10.3 hereof. The Borrower and each Guarantor authorizes each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such participant or prospective participant shall be subject to the provisions of Section 12.25.

Section 12.12.Assignments. (a) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)Minimum Amounts. (A) In the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans and participation interest in L/C Obligations 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 subsection (a)(i)(A) of this Section 12.12, the aggregate amount of the Commitment (which for this purpose includes Loans and participation interest in L/C Obligations outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans and participation interest in L/C Obligations of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Effective Date” is specified in the Assignment and Acceptance, as of the “Effective Date” specified in such Assignment and Acceptance) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);

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(ii)Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitments assigned.

(iii)Required Consents. No consent shall be required for any assignment except to the extent required by Section 12.12(a)(i)(B) and, in addition:

1(a)the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Defaulthas occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;

1(b)the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender;

1(c)the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and

1(d)the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Swing Loans (whether or not then outstanding).

(iv)Assignment and Acceptance. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v)No Assignment to Borrower, Guarantors, Affiliates or Defaulting Lenders. No such assignment shall be made to (A) the Borrower, any Subsidiary or any other Affiliate of the Borrower or (B) to a 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 (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 (x) pay and satisfy in full all payment liabilities

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then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer, the Swing Line Lender and each other Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Loans in accordance with its Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 12.12(b) hereof, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, 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 Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance 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 12.6 and 12.15 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’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.11 hereof.

(n)Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Chicago, Illinois, a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Each Lender or L/C Issuer that grants a participation as described in Section 12.11 shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans made and Reimbursement Obligations and/or Commitments or other obligations under this Agreement (the “Participant Register”); provided that no Lender or L/C Issuer shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any Loans made and Reimbursement Obligations and/or Commitments or other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Obligation or Commitment is in registered form under Section 5f.103-1(c) of the Treasury Regulations or is otherwise required by this Agreement. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender or L/C Issuer 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.

(o)Any Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any such pledge or grant to a Federal Reserve Bank, and this Section 12.12 shall not apply to any

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such pledge or grant of a security interest; provided that no such pledge or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or secured party for such Lender as a party hereto; provided further, however, the right of any such pledgee or grantee (other than any Federal Reserve Bank) to further transfer all or any portion of the rights pledged or granted to it, whether by means of foreclosure or otherwise, shall be at all times subject to the terms of this Agreement.

(p)Notwithstanding anything to the contrary herein, if at any time the Swing Line Lender assigns all of its Commitments and Revolving Loans pursuant to subsection (a) above, the Swing Line Lender may terminate the Swing Line. In the event of such termination of the Swing Line, the Borrower shall be entitled to appoint another Lender to act as the successor Swing Line Lender hereunder (with such Lender’s consent); provided, however, that the failure of the Borrower to appoint a successor shall not affect the resignation of the Swing Line Lender. If the Swing Line Lender terminates the Swing Line, it shall retain all of the rights of the Swing Line Lender provided hereunder with respect to Swing Loans made by it and outstanding as of the effective date of such termination, including the right to require Lenders to make Revolving Loans or fund participations in outstanding Swing Loans pursuant to Section 1.2 hereof.

Section 12.13.Amendments. Subject to Section 10.2, any provision of this Agreement or the other Loan Documents may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by (a) the Borrower, (b) the Required Lenders, and (c) if the rights or duties of the Administrative Agent, the L/C Issuer, or the Swing Line Lender are affected thereby, the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable; provided that:

(i)no amendment or waiver pursuant to this Section 12.13 shall (A) increase any Commitment of any Lender without the consent of such Lender or (B) reduce the amount of or postpone the date for any scheduled payment of any principal of or interest on any Loan or of any Reimbursement Obligation or of any fee payable hereunder without the consent of the Lender to which such payment is owing or which has committed to make such Loan or Letter of Credit (or participate therein) hereunder, it being agreed and understood that any change in any ratio used in the calculation of any interest or fees due hereunder (including any component definition thereof) shall not constitute a reduction in any rate of interest or fees hereunder; provided, however, that only the consent of the Required Lenders shall be necessary to amend the default rate provided in Section 1.9 or to waive any obligation of the Borrower to pay interest or fees at the default rate as set forth therein;

(ii)no amendment or waiver pursuant to this Section 12.13 shall, unless signed by each Lender, extend the Termination Date, release the Borrower or any Guarantor (except as provided for in this Agreement or in connection with any disposition permitted pursuant to Section 8.9), change the definition of Required Lenders, change the provisions of this Section 12.13, affect the number of Lenders required to take any action hereunder or under any other Loan Document, or change the application of payments contained in Section 3.1; and

(iii)no amendment to Section 13 hereof shall be made without the consent of the Guarantors affected thereby.

Notwithstanding anything to the contrary herein, (1) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended

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without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (2) if the Administrative Agent and the Borrower have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and (3) guarantees and related documents executed by the Borrower or any other Loan Party in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented or waived without the consent of any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects or (z) cause such guarantee or other document to be consistent with this Agreement and the other Loan Documents.

Section 12.14.Headings. Section headings used in this Agreement are for reference only and shall not affect the construction of this Agreement.

Section 12.15.Costs and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, due diligence, investigation (including third party expenses) negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of a single counsel to the arranger and Administrative Agent and a single local counsel per jurisdiction necessary to the Administrative Agent), in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, each Lender, and any other holder of any Obligations outstanding hereunder, all documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and documented out-of-pocket attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable and documented out-of-pocket fees and disbursements of counsel for any such Indemnitee and all reasonable and documented out-of-pocket expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit and any such claim, demand, or liability for any broker’s or finder’s fees alleged to have been incurred by the Borrower in connection herewith or therewith, other than (i) those which arise from the gross negligence, bad faith or willful misconduct of the party claiming indemnification, (ii) a material breach of such Indemnitee’s obligations under the Loan Documents, as determined in a final non-appealable judgment of a court of competent jurisdiction or (iii) any dispute solely among Indemnitees (provided, that the Borrower agrees to indemnify the Administrative Agent in any such dispute between the Administrative Agent in its capacity as such and any Lender). The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing

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(including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence, bad faith, or willful misconduct of the party to be indemnified. To the extent permitted by applicable Legal Requirements, the Borrower and the Guarantors shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement. No Indemnitee referred to in subsection (b) 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.

(q)The Borrower unconditionally agrees to indemnify, defend and hold harmless, and covenants not to sue for any claim for contribution against, each Indemnitee for any damages, loss or reasonable and documented out-of-pocket costs and expenses, including without limitation, response, remedial or removal costs and all reasonable and documented out-of-pocket fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any Hazardous Material Activity at any of the Real Properties, (ii) the violation of any Environmental Law by AF REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to any Real Property, (iii) any claim for personal injury or property damage in connection with AF REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to any Real Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by AF REIT, the Borrower or any Subsidiary made herein or in any other Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the willful misconduct, bad faith or gross negligence of the relevant Indemnitee. This indemnification shall survive the payment and satisfaction of all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Borrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

(r)This Section 12.15 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(s)Reimbursement by Lenders. To the extent that (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by any of them to the Administrative Agent (or any sub-agent thereof), any L/C Issuer, any Swing Line Lender or any Related Party or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuer, any Swing Line Lender or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the L/C Issuer, any Swing Line Lender or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such L/C Issuer, such Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); and provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such L/C Issuer or such Swing Line Lender in its

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capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such L/C Issuer or any such Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (d) are subject to the provisions of Section 12.3.

Section 12.16.Set-off. In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor or to any other Person, any such notice being hereby expressly waived, 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 in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of the Borrower or such Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that 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 1.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer 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. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Section 12.17.Entire Agreement. The Loan Documents constitute the entire understanding of the parties thereto with respect to the subject matter thereof and any prior agreements, whether written or oral, with respect thereto are superseded hereby.

Section 12.18.Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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Section 12.19.Severability of Provisions. Any provision of any Loan Document which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. All rights, remedies and powers provided in this Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory provisions of law, and all the provisions of this Agreement and other Loan Documents are intended to be subject to all applicable mandatory provisions of law which may be controlling and to be limited to the extent necessary so that they will not render this Agreement or any of the other Loan Documents invalid or unenforceable.

Section 12.20.Excess Interest. Notwithstanding any provision to the contrary contained herein or in any other Loan Document, no such provision shall require the payment or permit the collection of any amount of interest in excess of the maximum amount of interest permitted by applicable Legal Requirements to be charged for the use or detention, or the forbearance in the collection, of all or any portion of the Loans or other obligations outstanding under this Agreement or any other Loan Document (“Excess Interest”). If any Excess Interest is provided for, or is adjudicated to be provided for, herein or in any other Loan Document, then in such event (a) the provisions of this Section 12.20 shall govern and control, (b) neither the Borrower nor any guarantor or endorser shall be obligated to pay any Excess Interest, (c) any Excess Interest that the Administrative Agent or any Lender may have received hereunder shall, at the option of the Administrative Agent, be (i) applied as a credit against the then outstanding principal amount of Obligations hereunder and accrued and unpaid interest thereon (not to exceed the maximum amount permitted by applicable Legal Requirements), (ii) refunded to the Borrower, or (iii) any combination of the foregoing, (d) the interest rate payable hereunder or under any other Loan Document shall be automatically subject to reduction to the maximum lawful contract rate allowed under applicable usury laws (the “Maximum Rate”), and this Agreement and the other Loan Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in the relevant interest rate, and (e) neither the Borrower nor any guarantor or endorser shall have any action against the Administrative Agent or any Lender for any damages whatsoever arising out of the payment or collection of any Excess Interest. Notwithstanding the foregoing, if for any period of time interest on any of Borrower’s Obligations is calculated at the Maximum Rate rather than the applicable rate under this Agreement, and thereafter such applicable rate becomes less than the Maximum Rate, the rate of interest payable on the Borrower’s Obligations shall remain at the Maximum Rate until the Lenders have received the amount of interest which such Lenders would have received during such period on the Borrower’s Obligations had the rate of interest not been limited to the Maximum Rate during such period.

Section 12.21.Construction. The parties acknowledge and agree that the Loan Documents shall not be construed more favorably in favor of any party hereto based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation of the Loan Documents. The provisions of this Agreement relating to Subsidiaries shall only apply during such times as the Borrower has one or more Subsidiaries.

Section 12.22.Lender’s and L/C Issuer’s Obligations Several. The obligations of the Lenders and L/C Issuer hereunder are several and not joint. Nothing contained in this Agreement and no action taken by the Lenders or L/C Issuer pursuant hereto shall be deemed to constitute the Lenders and L/C Issuer a partnership, association, joint venture or other entity.

Section 12.23.Governing Law; Jurisdiction; Consent to Service of Process. (a) THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS (EXCEPT AS OTHERWISE SPECIFIED THEREIN), AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION

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5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

(t)Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable Legal Requirements, in such federal court. Each party hereto hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirements. Nothing in this Agreement or any other Loan Document or otherwise shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any Guarantor or its respective properties in the courts of any jurisdiction.

(u)Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Legal Requirements, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 12.23(b). Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable Legal Requirements, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(v)Each party to this Agreement irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner provided for notices (other than telecopy or e-mail) in Section 12.8. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Legal Requirements.

Section 12.24.USA Patriot Act. Each Lender and L/C Issuer that is subject to the requirements of the Patriot Act hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify, and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or L/C Issuer to identify the Borrower in accordance with the Patriot Act.

Section 12.25.Confidentiality. Each of the Administrative Agent, the Lenders, and the L/C Issuer severally agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors to the extent any such Person has a need to know such Information (it being understood that the Persons to whom such disclosure is made will first be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Legal Requirements or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 12.25, to (A) any assignee of or participant in, or any prospective assignee of or

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participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to AF REIT, the Borrower or any Subsidiary and its obligations, (g) with the prior written consent of the Borrower, (h) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section 12.25 or (B) becomes available to the Administrative Agent, any Lender or the L/C Issuer on a non-confidential basis from a source other than AF REIT, the Borrower or any Subsidiary or any of their directors, officers, employees or agents, including accountants, legal counsel and other advisors; (i) on a confidential basis to Rating Agencies if requested or required by such agencies in connection with a Credit Rating relating to the Loans or the Commitments hereunder, (j) so long as AF REIT’s report on Form 8-K (or its equivalent) has been filed with the SEC, Gold Sheets and other similar bank trade publications (such information to consist solely of deal terms and other information regarding the credit facilities evidenced by this Agreement customarily found in such publications), or (k) so long as AF REIT’s report on Form 8-K (or its equivalent) has been filed with the SEC, to entities which compile and publish information about the syndicated loan market, provided that only basic information about the pricing and structure of the transaction evidenced hereby may be disclosed pursuant to this subsection (k). For purposes of this Section 12.25, “Information” means all information received from AF REIT, the Borrower or any of the Subsidiaries or from any other Person on behalf of AF REIT, the Borrower or any Subsidiary relating to AF REIT, the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a non-confidential basis prior to disclosure by AF REIT, the Borrower or any of their Subsidiaries or from any other Person on behalf of AF REIT, the Borrower or any of the Subsidiaries provided that, in the case of information received from a Loan Party or any of its Subsidiaries 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 12.26.No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between any Loan Party and its Subsidiaries and the Administrative Agent, the L/C Issuer, or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent, the L/C Issuer, or any Lender has advised or is advising any Loan Party or any of its Subsidiaries on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the L/C Issuer, and the Lenders are arm’s-length commercial transactions between such Loan Parties and their Affiliates, on the one hand, and the Administrative Agent, the L/C Issuer, and the Lenders, on the other hand, (iii) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (b) (i) the Administrative Agent, the L/C Issuer, and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Loan Party or any of its Affiliates, or any other Person; (ii) none of the Administrative Agent, the L/C Issuer, and the Lenders has any obligation to any Loan Party or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the L/C Issuer, and the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of any

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Loan Party and its Affiliates, and none of the Administrative Agent, the L/C Issuer, and the Lenders has any obligation to disclose any of such interests to any Loan Party or its Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the L/C Issuer, and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 12.27.Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)the effects of any Bail-in Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

Section 12.28.Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

    (a)    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

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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.

    (b)    As used in this Section, the following terms have the following meanings:

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

“Covered Entity” 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).

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

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

SECTION 13.The Guarantees.

Section 13.1.The Guarantees. To induce the Lenders to provide the credits described herein and in consideration of benefits expected to accrue to the Borrower by reason of the Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, each Guarantor party hereto (including any Guarantor formed or acquired after the Closing Date executing a separate Guaranty or an Additional Guarantor Supplement in the form attached hereto as Exhibit G or such other form acceptable to the Administrative Agent) hereby unconditionally and irrevocably guarantees, jointly and severally, to the Administrative Agent, the Lenders, and their Affiliates, the due and punctual payment of all present and future Obligations, Hedging Liability and Bank Product Obligations, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations,

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Hedging Liability, and Bank Product Obligations, and the due and punctual payment of all other obligations now or hereafter owed by the Borrower under the Loan Documents as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an order for relief against the Borrower or such other obligor in a case under the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against the Borrower or any such obligor in any such proceeding); provided, however, that with respect to any Guarantor, its Guarantee of Hedging Liability of the Borrower or any Guarantor shall exclude all Excluded Swap Obligations. In case of failure by the Borrower or other obligor punctually to pay any obligations guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and as if such payment were made by the Borrower or such obligor.

Section 13.2.Guarantee Unconditional. The obligations of each Guarantor under this Section 13 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:

(a)any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;

(b)any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;

(c)any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;

(d)the existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;

(e)any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;

(f)any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;

(g)any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability (other than any Excluded Swap Obligation) or Bank Product Obligations, or any provision of applicable Legal Requirements purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability (other than any Excluded Swap Obligation) or Bank Product Obligations; or

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(h)any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13.

Section 13.3.Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances. Unless earlier terminated in accordance with Section 4.1(b), each Guarantor’s obligations under this Section 13 shall remain in full force and effect until the Commitments are terminated, all Letters of Credit have expired, and the principal of and interest on the Loans and all other amounts payable by the Borrower and the Guarantors under this Agreement and all other Loan Documents and, if then outstanding and unpaid, all Hedging Liability (other than any Excluded Swap Obligation) and Bank Product Obligations have been paid in full. If at any time any payment of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable by the Borrower or other obligor or any Guarantor under the Loan Documents or any agreement relating to Hedging Liability (other than any Excluded Swap Obligation) or Bank Product Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy, or reorganization of the Borrower or other obligor or of any guarantor, or otherwise, each Guarantor’s obligations under this Section 13 with respect to such payment shall be reinstated at such time as though such payment had become due but had not been made at such time.

Section 13.4.Subrogation. Each Guarantor agrees it will not exercise any rights which it may acquire by way of subrogation by any payment made hereunder, or otherwise, until all the obligations guaranteed hereby shall have been paid in full subsequent to the termination of all the Commitments and expiration of all Letters of Credit. If any amount shall be paid to a Guarantor on account of such subrogation rights at any time prior to the later of (x) the payment in full of the Obligations, Bank Product Obligations and Hedging Liability (other than any Excluded Swap Obligation) and all other amounts payable by the Borrower hereunder and under the other Loan Documents and (y) the termination of the Commitments and expiration of all Letters of Credit, such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders (and their Affiliates) and shall forthwith be paid to the Administrative Agent for the benefit of the Lenders (and their Affiliates) or be credited and applied upon the Obligations, Bank Product Obligations (other than any Excluded Swap Obligation) and Hedging Liability, whether matured or unmatured, in accordance with the terms of this Agreement.

Section 13.5.Waivers. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest, and any notice except as specifically provided for herein, as well as any requirement that at any time any action be taken by the Administrative Agent, any Lender, or any other Person against the Borrower or other obligor, another guarantor, or any other Person.

Section 13.6.Limit on Recovery. Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Section 13 shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Section 13 void or voidable under applicable Legal Requirements, including, without limitation, fraudulent conveyance law.

Section 13.7.Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Borrower or other obligor under this Agreement or any other Loan Document or any agreement relating to Hedging Liability (other than any Excluded Swap Obligation) or Bank Product Obligations, is stayed upon the insolvency, bankruptcy or reorganization of the Borrower or such obligor, all such amounts (other than any Excluded Swap Obligation) otherwise subject to acceleration under the terms of this Agreement or the other Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations, shall

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nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent made at the request of the Required Lenders.

Section 13.8.Benefit to Guarantors. The Borrower and the Guarantors are engaged in related businesses and integrated to such an extent that the financial strength and flexibility of the Borrower has a direct impact on the success of each Guarantor. Each Guarantor will derive substantial direct and indirect benefit from the extensions of credit hereunder.

Section 13.9.Guarantor Covenants. Each Guarantor shall take such action as the Borrower is required by this Agreement to cause such Guarantor to take, and shall refrain from taking such action as the Borrower is required by this Agreement to prohibit such Guarantor from taking.

Section 13.10.Subordination. Each Guarantor (each referred to herein as a “Subordinated Creditor”) hereby subordinates the payment of all indebtedness, obligations, and liabilities of the Borrower or any other Guarantor owing to such Subordinated Creditor, whether now existing or hereafter arising, to the indefeasible payment in full in cash of all Obligations, Hedging Liability (other than any Excluded Swap Obligation) and Bank Product Obligations. During the continuance of any Event of Default or Default under Sections 9.1 (a), (j) or (k), subject to Section 13.4, any such indebtedness, obligation, or liability of the Borrower or any other Guarantor owing to such Subordinated Creditor shall be enforced and performance received by such Subordinated Creditor as trustee for the benefit of the holders of the Obligations, Hedging Liability (other than any Excluded Swap Obligation) and Bank Product Obligations and, upon the acceleration of the Indebtedness under Section 9.2 or 9.3 hereof, the proceeds thereof shall be paid over to the Administrative Agent for application to the Obligations, Hedging Liability (other than any Excluded Swap Obligation) and Bank Product Obligations (whether or not then due), but without reducing or affecting in any manner the liability of such Guarantor under this Section 13.

Section 13.11.Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by the Borrower and each other Guarantor to honor all of its obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section as it relates to such Borrower or other Guarantor, voidable under applicable Legal Requirements relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until discharged in accordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of the Borrower and each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

    Section 13.12.    Amendment and Restatement; No Novation. From and after the date of this Agreement, all references to the Existing Credit Agreement in any Loan Document or in any other instrument or document shall, unless otherwise explicitly stated therein, be deemed to refer to this Agreement. This Agreement shall become effective as of the date hereof, and supersede all provisions of the Existing Credit Agreement as of such date, upon the execution of this Agreement by each of the parties hereto and fulfillment or waiver, as applicable, of the conditions precedent contained in Section 7.2 hereof. This Agreement shall constitute for all purposes an amendment and restatement of the Existing Credit Agreement and not a new agreement and all obligations outstanding under the Existing Credit Agreement shall continue to

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be outstanding hereunder and shall not constitute a novation of the indebtedness or other obligations outstanding under the Existing Credit Agreement.

Section 13.13.    Removal of Exiting Lenders and Assignment of Interests; Exiting Lenders and Equalization of Loans and Commitments. (a)     Each Exiting Lender hereby agrees to sell and assign without representation, recourse, or warranty (except such Exiting Lender represents that it has authority to execute and deliver this Agreement and sell its Obligations contemplated hereby, which Obligations are owned by such Exiting Lender free and clear of all Liens), and on the Closing Date, the Lenders hereby agree to purchase 100% of the Exiting Lender’s outstanding Obligations under the Existing Credit Agreement and the Loan Documents (including, without limitation, all of the Loans held by the Exiting Lenders) for a purchase price equal to 100% of the outstanding principal balance of Loans owed to the Exiting Lenders (such Loans, the “Reallocated Loans”) under the Existing Credit Agreement as of the Closing Date, which purchase price shall be paid in immediately available funds on the Closing Date. Concurrently therewith, the Borrower shall have paid to the Exiting Lenders all accrued but unpaid interest and fees owed to the Exiting Lenders as of the Closing Date. Such purchases and sales shall be arranged through the Administrative Agent and each Exiting Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith. Upon the execution and delivery of this Agreement by the Administrative Agent, the Exiting Lenders, the Lenders, and the Borrower, and the payment of the Obligations owing to the Exiting Lenders, the Exiting Lenders shall cease to be Lenders under the Loan Documents and (i) the Lenders shall have the rights of the Exiting Lenders in respect of the Reallocated Loans subject to the terms and conditions hereof and (ii) the Exiting Lenders shall have relinquished their rights (other than rights to indemnification and reimbursements referred to in the Existing Credit Agreement which survive the repayment of the Obligations owed to the Exiting Lenders in accordance with its terms) and be released from their obligations under the Existing Credit Agreement. The parties hereto agree that, except as provided for in the preceding sentence, all references in the Loan Documents to the Lenders or any Lender shall from and after the date hereof no longer include the Exiting Lenders.

        (b) Upon the satisfaction of the conditions precedent set forth in Section 7.2 hereof, all Revolving Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall remain outstanding as the initial Borrowing of Revolving Loans under this Agreement and, in connection therewith, the Borrower shall be deemed to have prepaid all outstanding Loans on the Closing Date. On the Closing Date, the Lenders each agree to make such purchases and sales of interests in the outstanding Revolving Loans (as defined in the Existing Credit Agreement) between themselves so that each Lender is then holding its respective Percentage of outstanding Revolving Loans. Such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith. The parties hereto acknowledge and agree that the minimum borrowing, pro rata borrowing, pro rata payment and funding indemnity requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this Section and that any prepayment or breakage fees in connection with such transactions are hereby waived.

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[Signature Pages to Follow]

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This Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written.

“Borrower”

The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership

By:    The Necessity Retail REIT, Inc.,
its general partner

By:    

    Name:        

    Title:        

[Signature Page to Amended and Restated Credit Agreement

(The Necessity Retail REIT Operating Partnership, L.P.)]

“Administrative Agent and L/C Issuer”

BMO Harris Bank N.A., as L/C Issuer and as Administrative Agent

By:    

    Name:    Lloyd Baron

    Title:    Managing Director

[Signature Page to Amended and Restated Credit Agreement

(The Necessity Retail REIT Operating Partnership, L.P.)]

“Lenders”

BMO Harris Bank N.A., as a Lender

By:    

    Name:    Lloyd Baron

    Title:    Managing Director

[Signature Page to Amended and Restated Credit Agreement

(The Necessity Retail REIT Operating Partnership, L.P.)]

Capital One, National Association, as a Lender

By:    

    Name:        

    Title:        

[Signature Page to Amended and Restated Credit Agreement

(The Necessity Retail REIT Operating Partnership, L.P.)]

Citizens Bank, N.A., as a Lender

By:    

    Name:        

    Title:        

[Signature Page to Amended and Restated Credit Agreement

(The Necessity Retail REIT Operating Partnership, L.P.)]

Truist Bank, as a Lender

By:    

    Name:        

    Title:        

[Signature Page to Amended and Restated Credit Agreement

(The Necessity Retail REIT Operating Partnership, L.P.)]

Société Générale, as a Lender

By:    

    Name:        

    Title:        

[Signature Page to Amended and Restated Credit Agreement

(The Necessity Retail REIT Operating Partnership, L.P.)]

Comerica Bank, as a Lender

By:    

    Name:        

    Title:        

[Signature Page to Amended and Restated Credit Agreement

(The Necessity Retail REIT Operating Partnership, L.P.)]

KeyBank, National Association, as a Lender

By:    

    Name:        

    Title:        

[Signature Page to Amended and Restated Credit Agreement

(The Necessity Retail REIT Operating Partnership, L.P.)]

Synovus Bank, as a Lender

By:    

    Name:        

    Title:        

[Signature Page to Amended and Restated Credit Agreement

(The Necessity Retail REIT Operating Partnership, L.P.)]

Credit Suisse AG, New York Branch, as a Lender

By:    

    Name:        

    Title:        

[Signature Page to Amended and Restated Credit Agreement

(The Necessity Retail REIT Operating Partnership, L.P.)]

BBVA USA, as an Exiting Lender, solely with respect to 13.13(a)

By:    

    Name:        

    Title:        

[Signature Page to Amended and Restated Credit Agreement

(The Necessity Retail REIT Operating Partnership, L.P.)]

Guarantors:

The Necessity Retail REIT, Inc. (formerly known as American Finance Trust, Inc.), a Maryland corporation

By:    

    Name:    Jason F. Doyle

    Title:    Chief Financial Officer, Secretary and Treasurer

[Signature Page to Amended and Restated Credit Agreement

(The Necessity Retail REIT Operating Partnership, L.P.)]

ARC BHTVCMI001, LLC

ARC CLORLFL001, LLC

ARC CTCHRNC001, LLC

ARC CVDETMI001, LLC

ARC DB5PROP001, LLC

ARC DB5SAAB001, LLC

ARC HR5GRSC001, LLC

ARC HR5STP1001, LLC

ARC HR5STP1002, LLC

ARC HR5STP2001, LLC

ARC HR5STP3001, LLC

ARC HR5STP3002, LLC

ARC JCWSTCO001, LLC

ARC LCROWTX001, LLC

ARC MFAKNSC001, LLC

ARC MFFNCAL001,LLC

ARC MFHLDMI001, LLC

ARC MFMCDGA001, LLC

ARC MFMDNID001, LLC

ARC MFSGWMI001, LLC

ARC MFTSEFL002, LLC

ARC MFVALGA001, LLC

ARC NCCHRNC001, LLC

ARC NTSNTTX001, LLC

ARC NWNCHSC001, LLC

ARC PCBIRAL001, LLC

ARC PRLAWKS001, LLC

ARC PSFKFKY001, LLC

ARC PTSCHIL001, LLC

ARC QSOKCOK001, LLC

ARC SRTULOK001, LLC

ARC SSSEBFL001, LLC

ARC SWHOUTX001, LLC

By:        The Necessity Retail REIT Operating Partnership, L.P., its sole member

By:        The Necessity Retail REIT, Inc., its general partner

By:    

Name:    Michael Anderson

Title:    Authorized Signatory

[Signature Page to Amended and Restated Credit Agreement

(The Necessity Retail REIT Operating Partnership, L.P.)]

ARC SWWCHOH001, LLC

ARC SWWMGPA001, LLC

ARC TCMESTX001, LLC

ARC TMMONPA001, LLC

ARC TSKCYMO001, LLC

ARG ACHOUTX001, LLC

ARG AR16PCK001, LLC

ARG ARDRDLA001, LLC

ARG BCBEAOH001, LLC

ARG BCSPRMA001, LLC

ARG BJBTVNY001, LLC

ARG CALAFLA001, LLC

ARG CCCARPA001, LLC

ARG CCPLOWI001, LLC

ARG CRHAGMD001, LLC

ARG DCDARIL001, LLC

ARG DDFLTMI001, LLC

ARG DDHBLTX001, LLC

ARG DG17PCK001, LLC

ARG DMDERKS001, LLC

ARG DPOSHWI001, LLC

ARG ECENIOK001, LLC

ARG EMEVGIL001, LLC

ARG FCSTANC001, LLC

ARG FG7PSLB001, LLC

ARG FGALPMI001, LLC

ARG FM16PCK001, LLC

ARG FMDADAL001, LLC

ARG FMJCKAL001, LLC

ARG FMPHIMS001, LLC

ARG FMTALAL001, LLC

ARG FSBROWI001, LLC

ARG FTFTWIN001, LLC

ARG GFBOGKY001, LLC

By:        The Necessity Retail REIT Operating Partnership, L.P., its sole member

By:        The Necessity Retail REIT, Inc., its general partner

By:    

Name:    Michael Anderson

Title:    Authorized Signatory

[Signature Page to Amended and Restated Credit Agreement

(The Necessity Retail REIT Operating Partnership, L.P.)]

ARG HBSTUMA001, LLC

ARG HCHOULA001, LLC

ARG IRL8SLB001, LLC

ARG KGOMHNE001, LLC

ARG LMLAWOK001, LLC

ARG LPLAFIN001, LLC

ARG LSSALMD001, LLC

ARG MCCOLIN001, LLC

ARG MFMUSMI001, LLC

ARG MKASHOH001, LLC

ARG MMASHKY001, LLC

ARG MPELYOH001, LLC

ARG MPLTRAR001, LLC

ARG NCD5PCK001, LLC

ARG NLGAIGA001, LLC

ARG NRTAMFL001, LLC

ARG OTOWEKY001, LLC

ARG PMPLAIL001, LLC

ARG PPMONLA001, LLC

ARG PSALBNM001, LLC

ARG PSFKNWI001, LLC

ARG PSREYOH001, LLC

ARG RALLAFL001, LLC

ARG SAABITX001, LLC

ARG SBSALKS001, LLC

ARG SCRIVFL001, LLC

ARG SCROCNC001, LLC

ARG SMSHPPA001, LLC

ARG SPSPRIL001, LLC

ARG SSSTRPA001, LLC

ARG TACOLSC001, LLC

ARG TCFLOKY001, LLC

By:        The Necessity Retail REIT Operating Partnership, L.P., its sole member

By:        The Necessity Retail REIT, Inc., its general partner

By:    

Name:    Michael Anderson

Title:    Authorized Signatory

[Signature Page to Amended and Restated Credit Agreement

(The Necessity Retail REIT Operating Partnership, L.P.)]

ARG TMMARGA001, LLC

ARG TTRALNC001, LLC

ARG TVLOUTN001, LLC

ARG TW15PCK001, LLC

ARG UMMARIN001, LLC

ARG VPALBNM001, LLC

ARG WCJACNC001, LLC

ARG WCSLNNC001, LLC

ARG WO19PCK001, LLC

By:        The Necessity Retail REIT Operating Partnership, L.P., its sole member

By:        The Necessity Retail REIT, Inc., its general partner

By:    

Name:    Michael Anderson

Title:    Authorized Signatory

[Signature Page to Amended and Restated Credit Agreement

(The Necessity Retail REIT Operating Partnership, L.P.)]

Schedule I

Commitments

Name of Lender	Commitment
BMO Harris Bank N.A. Capital One, National Association Citizens Bank, National Association Truist Bank KeyBank, National Association Société Générale Credit Suisse AG, New York Branch Comerica Bank Synovus Bank	$150,000,000 $125,000,000 $125,000,000 $125,000,000 $125,000,000 $ 50,000,000 $ 50,000,000 $ 40,000,000 $ 25,000,000
Total Commitments	$815,000,000

Exhibit A

Notice of Payment Request

[Date]

[Name of Lender]

[Address]

Attention:

Reference is made to the Amended and Restated Credit Agreement, dated as of October 1, 2021, among The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Capital One, National Association, Citizens Capital Markets, Inc., KeyBank National Association, and Truist Securities, Inc., as Co-Syndication Agents, andBMO Harris Bank N.A., as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The Borrower has failed to pay its Reimbursement Obligation in the amount of $____________. Your Percentage of the unpaid Reimbursement Obligation is $_____________] or [__________________________ has been required to return a payment by the Borrower of a Reimbursement Obligation in the amount of $_______________. Your Percentage of the returned Reimbursement Obligation is $_______________.]

Very truly yours,

BMO Harris Bank N.A., as L/C Issuer

By        

    Name    

    Title    

Exhibit B

Notice of Borrowing

    Date:    , ____

To:    BMO Harris Bank N.A., as Administrative Agent for the Lenders from time to time party to the Amended and Restated Credit Agreement, dated as of October 1, 2021 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Capital One, National Association, Citizens Capital Markets, Inc., KeyBank National Association, and Truist Securities, Inc., as Co-Syndication Agents, andBMO Harris Bank N.A., as Administrative Agent

Ladies and Gentlemen:

The undersigned, The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 1.6 of the Credit Agreement, of the Borrowing specified below:

    1.    The Business Day of the proposed Borrowing is ___________, ____.

    2.    The aggregate amount of the proposed Borrowing is $______________.

    3.    The Borrowing is being advanced under the Revolving Credit.

    4.    The Borrowing is to be comprised of $___________ of [Base Rate] [Daily Simple SOFR] [SOFR] Loans.

[5.    The duration of the Interest Period for the SOFR Loans included in the Borrowing shall be ____________ months.]

The undersigned hereby certifies, in his or her capacity as a Responsible Officer of the Borrower and not in any individual capacity, that the following statements are true on the date hereof, and will be true on the date of the proposed Borrowing, immediately before and immediately after giving effect thereto and to the application of the proceeds therefrom:

    (a)    the representations and warranties of the Borrower contained in Section 6 of the Credit Agreement are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as though made on and as of such date (except to the extent the same expressly relate to an earlier

date, in which case they shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such earlier date); and

    (b)    no Default or Event of Default has occurred and is continuing or would result from such proposed Borrowing.

The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership

By:    The Necessity Retail REIT, Inc., its general partner

By        

    Name    

    Title    

Exhibit C

Notice of Continuation/Conversion

Date: ____________, ____

To:    BMO Harris Bank N.A., as Administrative Agent for the Lenders from time to time party to the Amended and Restated Credit Agreement dated as of October 1, 2021 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Capital One, National Association, Citizens Capital Markets, Inc., KeyBank National Association, and Truist Securities, Inc., as Co-Syndication Agents, andBMO Harris Bank N.A., as Administrative Agent

Ladies and Gentlemen:

The undersigned, The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 1.6 of the Credit Agreement, of the [conversion] [continuation] of the Loans specified herein, that:

    1.    The conversion/continuation Date is __________, ____.

    2.    The aggregate amount of the [Base Rate Loans][Daily Simple SOFR Loans] [SOFR Loans with an Interest Period ending on __________, 20__,] to be [converted] [continued] is $______________.

    3.    The Loans are to be [converted into][continued as][SOFR Loans with an Interest Period of _________ months][Daily Simple SOFR Loans][Base Rate Loans].

The undersigned hereby certifies, in his or her capacity as a Responsible Officer of the Borrower and not in any individual capacity, that the following statements are true on the date hereof, and will be true on the proposed conversion/continuation date, immediately before and immediately after giving effect thereto and to the application of the proceeds therefrom:

    (a)    the representations and warranties of the Borrower contained in Section 6 of the Credit Agreement are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as though made on and as of such date (except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such earlier date); and

    (b)    no Default or Event of Default has occurred and is continuing, or would result from such proposed [conversion] [continuation].

The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership

By:    The Necessity Retail REIT, Inc., its general partner

By        

    Name    

    Title    

Exhibit D-1

Revolving Note

U.S. $_______________    __________, 20__

For Value Received, the undersigned, The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), hereby promises to pay to ____________________ (the “Lender”) or its permitted assigns on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of the Administrative Agent in Chicago, Illinois (or such other location as the Administrative Agent may designate to the Borrower), in immediately available funds, the principal sum of ___________________ Dollars ($__________) or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Credit Agreement, together with interest on the principal amount of each Revolving Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement.

This Revolving Note (this “Note”) is one of the Revolving Notes referred to in the Amended and Restated Credit Agreement dated as of October 1, 2021, among the Borrower, the Guarantors party thereto, the Lenders party thereto, Capital One, National Association, Citizens Capital Markets, Inc., KeyBank National Association, and Truist Securities, Inc., as Co-Syndication Agents, the L/C Issuer and BMO Harris Bank N.A., as Administrative Agent (as extended, renewed, amended, supplemented or restated from time to time, the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations law of the State of New York).

Voluntary prepayments may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement.

The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder.

The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership

By:    The Necessity Retail REIT, Inc., its general partner

By        

    Name    

    Title    

Exhibit D-2

Swing Note

U.S. $_____________    __________, 20__

For Value Received, the undersigned, The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), hereby promises to pay to ___________________ (the “Lender”) or its registered assigns on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of the Administrative Agent in Chicago, Illinois (or such other location as the Administrative Agent may designate to the Borrower), in immediately available funds, the principal sum of _______________________________ Dollars ($____________) or, if less, the aggregate unpaid principal amount of all Swing Loans made by the Lender to the Borrower pursuant to the Credit Agreement, together with interest on the principal amount of each Swing Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement.

This Swing Note (this “Note”) is the Swing Note referred to in the Amended and Restated Credit Agreement dated as of October 1, 2021, among the Borrower, the Guarantors party thereto, the Lenders party thereto, Capital One, National Association, Citizens Capital Markets, Inc., KeyBank National Association, and Truist Securities, Inc., as Co-Syndication Agents, the L/C Issuer and BMO Harris Bank N.A., as Administrative Agent (as extended, renewed, amended, supplemented or restated from time to time, the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations law of the State of New York).

Voluntary prepayments may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement.

The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder.

The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership

By:    The Necessity Retail REIT, Inc., its general partner

By        

    Name    

    Title    

Exhibit E

Compliance Certificate

To:    BMO Harris Bank N.A., as Administrative Agent under, and the Lenders party to, the Credit Agreement described below

This Compliance Certificate is furnished to the Administrative Agent and the Lenders pursuant to that certain Amended and Restated Credit Agreement dated as of October 1, 2021, among The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), the Guarantors signatory thereto, Capital One, National Association, Citizens Capital Markets, Inc., KeyBank National Association, and Truist Securities, Inc., as Co-Syndication Agents, the Administrative Agent and the Lenders party thereto (the “Credit Agreement”). Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement.

The Undersigned hereby certifies, in his or her capacity as a Responsible Officer of the Borrower and not in any individual capacity, that:

    1.    I am the duly elected ____________ of the Borrower.

    2.    I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and the Subsidiaries during the accounting period covered by the attached financial statements.

    3.    Except to the extent previously disclosed pursuant to the requirements of Section 8.5(d) of the Credit Agreement, the examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or the occurrence of any event which constitutes a Default or Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Compliance Certificate, except as set forth below.

    4.    [The financial statements required by Section 8.5(c) of the Credit Agreement and being furnished to you concurrently with this Compliance Certificate are true, correct and complete in all material respects as of the date and for the periods covered thereby.]

    5.    The Schedule I hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants of the Credit Agreement, all of which data and computations are, to the best of my knowledge, true, complete and correct and have been made in accordance with the relevant Sections of the Credit Agreement.

    6.    The Schedule II hereto sets forth financial data and computations evidencing the Borrower’s calculation of the Ownership Share of each Subsidiary and Unconsolidated Affiliate, all of which data and computations are, to the best of my knowledge, true, complete and correct and have been made in accordance with the relevant Sections of the Credit Agreement.

Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event:

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this ______ day of __________________ 20__.

The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership

By:    The Necessity Retail REIT, Inc., its general partner

By        

    Name    

    Title    

Schedule I

to Compliance Certificate

_________________________________________________

Compliance Calculations

for Amended and Restated Credit Agreement dated as of October 1, 2021

Calculations with respect to the [Fiscal Year] [Fiscal Quarter] ending _____________, _______

A.    Maximum Consolidated Leverage Ratio (Section 8.20(a))
1.    Total Indebtedness of AF REIT and its Subsidiaries on a consolidated basis	$___________
2.    Total Asset Value as calculated on Exhibit A hereto	___________
3.    Ratio of Line A1 to Line A2	____:1.0
4.    Line A3 must not exceed	[0.60:1.0] [0.65:1.0]
5.    The Borrower is in compliance (circle yes or no)	yes/no
B.    Minimum Fixed Charge Coverage Ratio (Section 8.20(b)) (calculated for the Rolling Period)
1.    Net income (or loss)	$___________
2.    Depreciation and amortization expense	___________
3.    Interest Expense	___________
4.    Franchise, excise and income tax expense (including any interest or penalties related to the foregoing)	___________
5.    Extraordinary, unrealized, non-recurring or unusual losses, including impairment charges and reserves and losses on sales of assets outside of the ordinary course of business and costs and expenses incurred during such period with respect to acquisitions consummated	___________
6.    Amortization of intangibles (including goodwill) and organization costs	___________

7.    Any other non-cash charges	___________
8.    All commissions, guaranty fees, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and the net costs under Hedge Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP	___________
9.    Fees, expenses and charges incurred during such period, directly relating to the negotiation of and entry into of (A) the Credit Agreement, the other Loan Documents and any amendments thereto or any agreement entered into in connection therewith, (B) any investment, acquisition, equity issuance or incurrence of indebtedness permitted under the Credit Agreement, any associated financings or any other asset purchase permitted under the Credit Agreement, (C) arrangements in connection with the Outperformance Agreement, and any tender offer or share repurchase program consummated in connection with, or after, such listing of the Stock of AF REIT on a national securities exchange	___________
10.    Any loss in connection with extinguishment or modification of debt	___________
11.    To the extent required to be treated as an expense under GAAP, reasonable transaction costs and expenses incurred during such period in connection with acquisitions permitted under the Credit Agreement (whether or not consummated)	___________
12.    Sum of Lines B2 through B11	___________
13.    Funds received by the Borrower or a Subsidiary as rent but which are reserved for capital expenses	___________
14.    Unrealized gains on the sale of assets	___________
15.    Income tax benefits	___________
16.    Interest income	___________

17.    Any extraordinary, unusual or non-recurring income or gains (including, whether or not included as a separate item in the statement of net income for such period, gains on the sales of assets outside of the ordinary course of business)	___________
18.    Any other non-cash income	___________
19.    Any cash payment made during such period described in Line B7 above subsequent to the Fiscal Quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of net income	___________
20.    Sum of Lines B13 through B19	___________
21.    Line B1 plus Line B12 minus Line B20 (“EBITDA”)	___________
22.    EBITDA computed on a Rolling Period basis	___________
23.    Capital Reserve	___________
24.    Line B22 minus Line B23 (“Adjusted EBITDA”)	___________
25.    Interest Expense	___________
26.    The greater of (i) zero or (ii) scheduled principal amortization paid on Indebtedness (exclusive of any balloon payments or prepayments of principal paid on such Indebtedness)	___________
27.    Line B25 plus Line B26 (“Debt Service”)	___________
28.    Cash dividends to preferred equity holdersand required cash Distributions (other than cash Distributions by the Borrower to holders of operating partnership units, Distributions by the Borrower to the manager in respect of LTIP Units and Distributions byAF REIT to common equity holders) made or to be made during such period	___________
29.    Cash payments of base rent under Ground Leases made or to be made during such period, unless such payments are deducted from Property NOI and EBITDA	___________

30.    Sum of Lines B27, B28 and B29 (“Fixed Charges”)	___________
31.    Fixed Charges computed on a Rolling Period basis	___________
32.    Ratio of Line B24 to Line B31	____:1.0
33.    Line B32 shall not be less than	1.65:1.0
34.    The Borrower is in compliance (circle yes or no)	yes/no
C.    Maximum Consolidated Unsecured Leverage Ratio (Section 8.20(c))
1.    Total Unsecured Indebtedness of AF REIT and its Subsidiaries on a consolidated basis	$___________
2.    Aggregate Unencumbered Pool Value as set forth on Exhibit C	___________
3.    Ratio of Line C1 to Line C2	____:1.0
4.    Line C3 shall not exceed	[0.60:1.0] [0.65:1.0]
5.    The Borrower is in compliance (circle yes or no)	yes/no
D.    Implied Unencumbered Debt Service Coverage Ratio (Section 8.20(d)) (calculated for the Rolling Period)
1.    Adjusted Property Net Operating Income as calculated on Exhibit B	$___________
2.    Interest Expense that would be due for such period on the Total Unsecured Indebtedness of such Person, with assumed payment terms that (i) amortize over a period of thirty (30) years with equal payments of principal and interest due and payable on a monthly basis, and (ii) bear interest at a per annum rate equal to the greater of (x) 6.50% per annum, and (y) the current yield on United States treasuries having the closest maturity date to the tenth (10th) anniversary of the date of determination, plus 2.50% (the “Debt Service Indebtedness”).	___________
3.    The greater of (i) zero or (ii) scheduled principal amortization that would be payable on Debt Service Indebtedness for such period (exclusive of any balloon payments or prepayments of principal paid on such Debt Service Indebtedness).	___________

4.    Sum of D2 and D3 (“Implied Unencumbered Debt Service”)	___________
5.    Ratio of Line D1 to Line D4	____:1.0
6.    Line D5 shall not be less than	1.50:1.0
7.    The Borrower is in compliance (circle yes or no)	yes/no
E.    Maximum Secured Recourse Indebtedness to Total Asset Value Ratio (Section 8.20(e))
1.    Secured Recourse Indebtedness of AF REIT and its Subsidiaries on a consolidated basis	$___________
2.    Total Asset Value as calculated on Exhibit A hereto	___________
3.    Ratio of Line E1 to Line E2	____:1.0
4.    Line E3 shall not exceed	0.10:1.0
5.    The Borrower is in compliance (circle yes or no)	yes/no
F.    Maintenance of Net Worth (Section 8.20(f))
1.    Net Worth	$___________
2.    Aggregate net proceeds received by AF REIT after the Closing Date in connection with any offering of Stock or Stock Equivalents	___________
3.    75% of Line F2	___________
4.    Required Net Worth ($[TBD] plus Line F3)	___________
5.    Line F1 shall not be less than Line F4	___________
6.    The Borrower is in compliance (circle yes or no)	yes/no
G.    Maximum Consolidated Secured Leverage Ratio (Section 8.20(g))
1.    Total Secured Indebtedness of AF REIT and its Subsidiaries on a consolidated basis	$___________
2.    Total Asset Value as calculated on Exhibit A hereto	___________
3.    Ratio of Line G1 to Line G2	____:1.0

4.    Line G3 must not exceed	[0.50:1.0] [0.55:1.0]
5.    The Borrower is in compliance (circle yes or no)	yes/no
H.    Investments (Unconsolidated Affiliates) (Section 8.8(i))
1.    Cash investments in Unconsolidated Affiliates	$___________
2.    Total Asset Value as calculated on Exhibit A hereto	___________
3.    Line H1 divided by Line H2	___________
4.    Line H3 shall not exceed 20%
5.    The Borrower is in compliance (circle yes or no)	yes/no
I.    Investments (Assets Under Development) (Section 8.8(j))
1.    Investments in Assets Under Development	$___________
2.    Total Asset Value as calculated on Exhibit A hereto	___________
3.    Line I1 divided by Line I2	___________
4.    Line I3 shall not exceed 10%
5.    The Borrower is in compliance (circle yes or no)	yes/no
J.    Investments (Land Assets) (Section 8.8(k))
1.    Investments in Land Assets	$___________
2.    Total Asset Value as calculated on Exhibit A hereto	___________
3.    Line J1 divided by Line J2	___________
4.    Line J3 shall not exceed 10%
5.    The Borrower is in compliance (circle yes or no)	yes/no
K.    Investments in Mortgages, Mezzanine Loans, CMBS and Governmental Affiliated Loan Corporations (Section 8.8(q))

1.    Investments in mortgages and mezzanine loans, commercial mortgage-backed securities and Governmental Affiliated Loan Corporations	$___________
2.    Total Asset Value as calculated on Exhibit A hereto	___________
3.    Line K1 divided by Line K2	___________
4.    Line K3 shall not exceed 10%
5.    The Borrower is in compliance (circle yes or no)	yes/no
L.    Investments in Publicly-Traded Equity Interests (Section 8.8(s))
1.    Investments permitted under applicable law in the publicly-traded equity interests of REITs or other real estate companies conducting business, services or activities substantially similar or related to those engaged by AF REIT, the Borrower and their Subsidiaries as of the Closing Date	$___________
2.    Total Asset Value as calculated on Exhibit A hereto	___________
3.    Line L1 divided by Line L2	___________
4.    Line L3 shall not exceed 10%
5.    The Borrower is in compliance (circle yes or no)	yes/no
M.    Other Investments (Section 8.8(t))
1.    Other investments not otherwise permitted under Section 8.8 of the Credit Agreement	$___________
2.    Line M1 shall not exceed $3,000,000
3.    The Borrower is in compliance (circle yes or no)	yes/no
N.    Aggregate Investment Limitation to Total Asset Value (Section 8.8)
1.    Sum of Lines H1, I1, J1, KI, L1 and M1	$___________
2.    Total Asset Value as calculated on Exhibit A hereto	____________

3.    Line N1 divided by Line N2	___________
4.    Line N3 shall not exceed 35%
5.    The Borrower is in compliance (circle yes or no)	yes/no
O.    Distributions to AFFO (Section 8.24(a))
1.    Aggregate amount of cash distributions (excluding cash distributions permitted pursuant to the other clauses of Section 8.24) made by the Borrower to its equity holders during the Rolling Period	$___________
2.    AF REIT’s AFFO for such Rolling Period	___________
3.    Did the Borrower have on a pro forma basis after giving effect to any such Restricted Payment and any Borrowing under the Credit Agreement in connection therewith (calculated as of the last day of the Fiscal Quarter of the Borrower for which financial statements were required to be delivered under Section 8.5(a) and (c)) a Revolving Credit Availability of $60,000,000 or more?	yes / no
4.    Did the Borrower have on a pro forma basis after giving effect to any such Restricted Payment and any Borrowing under the Credit Agreement in connection therewith (calculated as of the last day of the Fiscal Quarter of the Borrower for which financial statements were required to be delivered under Section 8.5(a) and (c)) a Consolidated Unsecured Leverage Ratio of less than or equal to 0.575 to 1.00?	yes / no
5.    Did the Borrower have on a pro forma basis after giving effect to any such Restricted Payment and any Borrowing under the Credit Agreement in connection therewith (calculated as of the last day of the Fiscal Quarter of the Borrower for which financial statements were required to be delivered under Section 8.5(a) and (c)) a Consolidated Leverage Ratio of less than or equal to 0.575 to 1.00?	yes / no
6.    95% of Line O2 – OR-- if the answers to O3, O4 and O5 are all “yes”, then 105% of Line O2	___________

7.    Amount necessary for AF REIT to be able to make distributions required to maintain its status as a REIT (i.e., to satisfy the distribution requirements set forth in Section 857(a) of the Code)	___________
8.    Greater Line O6 and Line O7	___________
9.    Line O1 shall not exceed Line O8
10.    The Borrower is in compliance (circle yes or no)	yes/no
P.    Tender offers and share repurchases in connection with the listing of the Stock of AF REIT on a national securities exchange after the date of such listing (Section 8.24(i))
1.    Did the Borrower make a Restricted Payment pursuant to Section 8.24(i) during such Fiscal Quarter?	yes/no
2.    Did the Borrower have on a pro forma basis after giving effect to any such Restricted Payment and any Borrowing under the Credit Agreement in connection therewith (calculated as of the last day of the Fiscal Quarter of the Borrower for which financial statements were required to be delivered under Section 8.5(a) and (c)) a Revolving Credit Availability of $60,000,000 or more?	yes/no
3.    Did the Borrower have on a pro forma basis after giving effect to any such Restricted Payment and any Borrowing under the Credit Agreement in connection therewith (calculated as of the last day of the Fiscal Quarter of the Borrower for which financial statements were required to be delivered under Section 8.5(a) and (c)) a Consolidated Unsecured Leverage Ratio of less than or equal to 0.575 to 1.00?	yes/no
4.    Did the Borrower have on a pro forma basis after giving effect to any such Restricted Payment and any Borrowing under the Credit Agreement in connection therewith (calculated as of the last day of the Fiscal Quarter of the Borrower for which financial statements were required to be delivered under Section 8.5(a) and (c)) a Consolidated Leverage Ratio of less than or equal to 0.575 to 1.00?	yes/no

Exhibit A to Schedule I

to Compliance Certificate

of The Necessity Retail REIT Operating Partnership, L.P.

Total Asset Value Calculation

This Exhibit A is attached to Schedule I to the Compliance Certificate of The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), dated ___________, 20__ and delivered to BMO Harris Bank N.A., as Administrative Agent, and the Lenders party to the Credit Agreement referred to therein. The undersigned hereby certifies, in his or her capacity as a Responsible Officer of the Borrower and not in any individual capacity, to the best of his or her knowledge, that the following is a true, correct and complete calculation of Total Asset Value as of the last day of the Fiscal Quarter most recently ended:

1.    Real Properties owned for less than Six (6) full Fiscal Quarters:

Property	Aggregate Acquisition Cost
	$_________________
	$_________________
	$_________________
	$_________________
Total:	$_________________

2.    All other Real Properties

Property	A.    Adjusted Property Net Operating Income (as calculated on Exhibit B)	B.     Capitalization Rate	A divided by B
	$_________________	[7.00] / [7.50]%	$_________________
	$_________________	[7.00] / [7.50]%	$_________________
	$_________________	[7.00] / [7.50]%	$_________________
	$_________________	[7.00] / [7.50]%	$_________________
Total:			$_________________

3.    Aggregate Unrestricted Cash and Cash Equivalents Equals:$____________________.

Total Asset Value (sum of 1, 2, and 3) equals: $____________________.

The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership

By:    The Necessity Retail REIT, Inc., its general partner

By        

    Name    

    Title    

Exhibit B to Schedule I

to Compliance Certificate

of The Necessity Retail REIT Operating Partnership, L.P.

Adjusted Property Net Operating Income Calculation

This Exhibit B is attached to Schedule I to the Compliance Certificate of The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), dated _____________, 20__ and delivered to BMO Harris Bank N.A., as Administrative Agent, and the Lenders party to the Credit Agreement referred to therein. The undersigned hereby certifies, in his or her capacity as a Responsible Officer of the Borrower and not in any individual capacity, to the best of his or her knowledge, that the following is a true, correct and complete calculation of Adjusted Property Net Operating Income for all Properties for the Rolling Period most recently ended:

Property	Most recent Rolling Period Property Income	Minus	Most recent Rolling Period Property Expenses	Rolling Period Property NOI
	$__________________	-	$__________________	$__________________
	$__________________	-	$__________________	$__________________
	$__________________	-	$__________________	$__________________
	$__________________	-	$__________________	$__________________

Rolling Period property NOI (from above) Minus Capital Reserve Minus Greater of 3% of Rolling Period Property Income or Rolling Period actual management fees paid in cash equals Adjusted Property NOI

Total Adjusted Property Net Operating Income for all Properties:        $___________.

The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership

By:    The Necessity Retail REIT, Inc., its general partner

By        

    Name    

    Title    

Exhibit C to Schedule I

to Compliance Certificate

of The Necessity Retail REIT Operating Partnership, L.P.

Aggregate Unencumbered Pool Value Calculation

This Exhibit B is attached to Schedule I to the Compliance Certificate of The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), dated _____________, 20__ and delivered to BMO Harris Bank N.A., as Administrative Agent, and the Lenders party to the Credit Agreement referred to therein. The undersigned hereby certifies, in his or her capacity as a Responsible Officer of the Borrower and not in any individual capacity, to the best of his or her knowledge, that the following is a true, correct and complete calculation of Aggregate Unencumbered Pool Value for all Properties for the Rolling Period most recently ended:

[Insert Calculation or attach Schedule with exclusions for concentration limits]

Unencumbered Pool Value of all Eligible Properties:    $__________

Unencumbered Pool Requirements:

A.    Controlled Affiliates
1.    Unencumbered Pool Value for Unencumbered Pool Properties owned by Controlled Affiliates	___________
2.    Line A1 shall not be more than $35,000,000 at any time
3.    The Borrower is in compliance (circle yes or no)	yes/no
B.    Average Occupancy Rate
1.    Aggregate Occupancy Rate of all Unencumbered Pool Properties (provided that the Occupancy Rate of single tenant Dark Properties will be 0%)	___________%
2.    Line B1 shall not be less than 80% at any time
3.    The Borrower is in compliance (circle yes or no)	yes/no
C.    Individual Occupancy Rate

1.    No Unencumbered Pool Property has an Occupancy Rate of less than 70% for two consecutive quarters
2.    The Borrower is in compliance (circle yes or no)	yes/no
D.    Concentration Limits
1.    The percentage of Aggregate Unencumbered Pool Value for each Unencumbered Pool Property is set forth [above or on the attached Schedule] and the largest Unencumbered Pool Value for any Unencumbered Pool Property is $___________ for such ___________ Unencumbered Pool Property
2.    No Unencumbered Pool Value from any Unencumbered Pool Property comprises more than 20% of Aggregate Unencumbered Pool Value (other than the Sanofi Property, which may comprise 25%)
3.    The Borrower is in compliance (circle yes or no)	yes/no
4.    The percentage of Adjusted Property NOI used to determine the Aggregate Unencumbered Pool Value for each Metropolitan Statistical Area is set forth [above or on the attached Schedule] and the largest percentage of Adjusted Property Net Operating Income used to determine the Aggregate Unencumbered Pool Value for any Metropolitan Statistical Area is ________% for such ___________ Metropolitan Statistical Area
5.    No Metropolitan Statistical Area comprises more than 30% of the Adjusted Property Net Operating Income used to determine the Aggregate Unencumbered Pool Value
6.    The Borrower is in compliance (circle yes or no)	yes/no

7.    The percentage of Adjusted Property Net Operating Income used to determine the Aggregate Unencumbered Pool Value for each Tenant is set forth [above or on the attached Schedule] and the largest percentage of Adjusted Property Net Operating Income used to determine the Aggregate Unencumbered Pool Value for any Tenant is ________% for such ___________ Tenant
8.    No Tenant comprises more than 20% of the Adjusted Property Net Operating Income used to determine the Aggregate Unencumbered Pool Value (other than Properties leased to Sanofi, which may comprise 25%)
9.    The Borrower is in compliance (circle yes or no)	yes/no
10.    The percentage of Aggregate Unencumbered Pool Value for each Unencumbered Pool Property subject to Qualified Ground Leases is set forth [above or on the attached Schedule]
11.    No more than 20% of the Aggregate Unencumbered Pool Value is comprised of Unencumbered Pool Value from Unencumbered Pool Properties subject to Qualified Ground Leases
12.    The Borrower is in compliance (circle yes or no)	yes/no
13.    The percentage of Aggregate Unencumbered Pool Value for each Unencumbered Pool Property that is a Specialty Property is set forth [above or on the attached Schedule]
14.    No more than 30% of the Aggregate Unencumbered Pool Value is comprised of Unencumbered Pool Value from Unencumbered Pool Properties that are Specialty Properties
15.    The Borrower is in compliance (circle yes or no)	yes/no

16.    No more than 5% of the Aggregate Unencumbered Pool Value is comprised of Unencumbered Pool Value from Unencumbered Pool Properties that are Dark Properties
17.    The Borrower is in compliance (circle yes or no)	yes/no

The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership

By:    The Necessity Retail REIT, Inc., its general partner

By        

    Name    

    Title    

Schedule II

to
Compliance Certificate

_________________________________________________

Ownership Share Calculations

for Amended and Restated Credit Agreement dated as of October 1, 2021

Calculations as of _____________, _______

Exhibit F

Assignment and Acceptance

Dated _____________, _______

Reference is made to the Amended and Restated Credit Agreement dated as of October 1, 2021 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”) among The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), the Guarantors from time to time party thereto, the Lenders and L/C Issuer party thereto, Capital One, National Association, Citizens Capital Markets, Inc., KeyBank National Association, and Truist Securities, Inc., as Co-Syndication Agents, and BMO Harris Bank N.A., as Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning.

______________________________________________________ (the “Assignor”) and _________________________ (the “Assignee”) agree as follows:

    1.    The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, the amount and specified percentage interest shown on Annex I hereto of the Assignor’s rights and obligations under the Credit Agreement as of the Effective Date (as defined below), including, without limitation, the Assignor’s Commitments as in effect on the Effective Date and the Loans, if any, owing to the Assignor on the Effective Date and the Assignor’s Percentage of any outstanding L/C Obligations.

    2.    The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim, lien, or encumbrance of any kind; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto.

    3.    The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered to the Lenders pursuant to Section 8.5(a) and (c) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and

based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; and (v) specifies as its lending office (and address for notices) the offices set forth on its Administrative Questionnaire.

    4.    As consideration for the assignment and sale contemplated in Annex I hereof, the Assignee shall pay to the Assignor on the Effective Date in Federal funds the amount agreed upon between them. It is understood that commitment and/or letter of credit fees accrued to the Effective Date with respect to the interest assigned hereby are for the account of the Assignor and such fees accruing from and including the Effective Date are for the account of the Assignee. Each of the Assignor and the Assignee hereby agrees that if it receives any amount under the Credit Agreement which is for the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other party’s interest therein and shall promptly pay the same to such other party.

    5.    The effective date for this Assignment and Acceptance shall be ___________ (the “Effective Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent and, if required, the Borrower.

    6.    Upon such acceptance and recording, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.

    7.    Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date directly between themselves.

    8.    This Assignment and Acceptance shall be governed by, and construed in accordance with, the internal laws of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations law of the State of New York).

[Assignor Lender]

By        

    Name    

    Title    

[Assignee Lender]

By        

    Name    

    Title    

[Accepted and consented this

____ day of _____________

The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership

By:    The Necessity Retail REIT, Inc., its general Partner

By    

    Name    

    Title    ]

Accepted and consented to by the Administrative

Agent, L/C Issuer, and Swing Line Lender

this ___ day of ________

BMO Harris Bank N.A., as Administrative Agent, L/C Issuer and Swing Line Lender

By    

    Name    

    Title    

Annex I

to
Assignment and Acceptance

The Assignee hereby purchases and assumes from the Assignor the following interest in and to all of the Assignor’s rights and obligations under the Credit Agreement as of the effective date.

Facility Assigned	Aggregate Commitment/Loans for All Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans
Revolving Credit	$____________	$____________	_____%

Exhibit G

Additional Guarantor Supplement

______________, ___

BMO Harris Bank N.A., as Administrative Agent for the Lenders named in the Amended and Restated Credit Agreement dated as of October 1, 2021, among The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Capital One, National Association, Citizens Capital Markets, Inc., KeyBank National Association, and Truist Securities, Inc., as Co-Syndication Agents, and the Administrative Agent (the “Credit Agreement”)

Ladies and Gentlemen:

Reference is made to the Credit Agreement described above. Terms not defined herein which are defined in the Credit Agreement shall have for the purposes hereof the meaning provided therein.

The undersigned, [name of Subsidiary Guarantor], a [jurisdiction of incorporation or organization] hereby elects to be a “Guarantor” for all purposes of the Credit Agreement, effective from the date hereof. The undersigned confirms that each of the representations and warranties set forth in Section 6 of the Credit Agreement in respect of a Guarantor are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as to the undersigned as of the date hereof and the undersigned shall comply with and perform each of the covenants and obligations set forth in, and to be bound in all respects by the terms of, the Credit Agreement that are applicable to a Guarantor, including, without limitation, the provisions of Sections 8 and 13 of the Credit Agreement that are applicable to a Guarantor, in each case, to the same extent and with the same force and effect as if the undersigned were a signatory party thereto.

The undersigned acknowledges that this Agreement shall be effective upon its execution and delivery by the undersigned to the Administrative Agent, and it shall not be necessary for the Administrative Agent or any Lender, or any of their Affiliates entitled to the benefits hereof, to execute this Agreement or any other acceptance hereof. This Agreement shall be construed in accordance with and governed by the internal laws of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations law of the State of New York).

Very truly yours,

[Name of Subsidiary Guarantor]

By        

    Name    

    Title    

Exhibit H

Commitment Amount Increase Request

_______________, ____

To:    BMO Harris Bank N.A., as Administrative Agent for the Lenders party to the Amended and Restated Credit Agreement dated as of October 1, 2021 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), the Guarantors from time to time party thereto, certain Lenders party thereto, Capital One, National Association, Citizens Capital Markets, Inc., KeyBank National Association, and Truist Securities, Inc., as Co-Syndication Agents, and BMO Harris Bank N.A., as Administrative Agent

Ladies and Gentlemen:

The undersigned, The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), hereby refers to the Credit Agreement and requests that the Administrative Agent consent to an increase in the aggregate Commitments (the “Commitment Amount Increase”), in accordance with Section 1.15 of the Credit Agreement, to be effected by [an increase in the Commitment of [name of existing Lender] [the addition of [name of new Lender] (the “New Lender”) as a Lender under the terms of the Credit Agreement]. Capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.

After giving effect to such Commitment Amount Increase, the Commitment of the [Lender] [New Lender] shall be $_____________.

[Include paragraphs 1-4 for a New Lender]

    1.    The New Lender hereby confirms that it has received a copy of the Loan Documents and the exhibits related thereto, together with copies of the documents which were required to be delivered under the Credit Agreement as a condition to the making of the Loans and other extensions of credit thereunder. The New Lender acknowledges and agrees that it has made and will continue to make, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, its own credit analysis and decisions relating to the Credit Agreement. The New Lender further acknowledges and agrees that the Administrative Agent has not made any representations or warranties about the credit worthiness of the Borrower or any other party to the Credit Agreement or any other Loan Document or with respect to the legality, validity, sufficiency or

enforceability of the Credit Agreement or any other Loan Document or the value of any security therefor.

    2.    Except as otherwise provided in the Credit Agreement, effective as of the date of acceptance hereof by the Administrative Agent, the New Lender (i) shall be deemed automatically to have become a party to the Credit Agreement and have all the rights and obligations of a “Lender” under the Credit Agreement as if it were an original signatory thereto and (ii) agrees to be bound by the terms and conditions set forth in the Credit Agreement as if it were an original signatory thereto.

    3.    The New Lender shall deliver to the Administrative Agent an Administrative Questionnaire.

[4.    The New Lender has delivered, if appropriate, to the Borrower and the Administrative Agent (or is delivering to the Borrower and the Administrative Agent concurrently herewith) the tax forms referred to in Section 12.1 of the Credit Agreement.]

This Agreement shall be deemed to be a contractual obligation under, and shall be governed by and construed in accordance with, the internal laws of the state of New York (including Section 5-1401 and Section 5-1402 of the General Obligations law of the State of New York).

The Commitment Amount Increase shall be effective when the executed consent of the Administrative Agent is received or otherwise in accordance with Section 1.15 of the Credit Agreement, but not in any case prior to ___________________, ____. It shall be a condition to the effectiveness of the Commitment Amount Increase that all expenses referred to in Section 1.15 of the Credit Agreement shall have been paid.

The Borrower hereby certifies that no Default or Event of Default has occurred and is continuing.

Please indicate the Administrative Agent’s consent to such Commitment Amount Increase by signing the enclosed copy of this letter in the space provided below.

Very truly yours,

The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership

By:    The Necessity Retail REIT, Inc., its general partner

By        

    Name    

    Title    

[New or existing Lender Increasing Commitments]

By        

     Name    

     Title    

The undersigned hereby consents on this __ day of _____________, _____ to the above-requested Commitment Amount Increase.

BMO Harris Bank N.A., as Administrative Agent

By    

    Name    

    Title    

Exhibit I

Reserved

Exhibit J-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 the Amended and Restated Credit Agreement dated as of October 1, 2021 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”) among The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Capital One, National Association, Citizens Capital Markets, Inc., KeyBank National Association and Truist Securities, Inc., as Co-Syndication Agents, andBMO Harris Bank N.A., as Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning.

Pursuant to the provisions of Section 12.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Revolving Loan(s) (as well as any Note(s) evidencing such Revolving 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 the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative 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.

[Name of Lender]

By:        

    Name:    

    Title:    

Date:        , 20[_]

Exhibit J-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 the Amended and Restated Credit Agreement dated as of October 1, 2021 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”) among The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Capital One, National Association, Citizens Capital Markets, Inc., KeyBank National Association and Truist Securities, Inc., as Co-Syndication Agents, andBMO Harris Bank N.A., as Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning.

Pursuant to the provisions of Section 12.1 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 the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the 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-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.

[Name of Participant]

By:        

    Name:    

    Title:    

Date:        , 20[_]

Exhibit J-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 the Amended and Restated Credit Agreement dated as of October 1, 2021 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”) among The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Capital One, National Association, Citizens Capital Markets, Inc., KeyBank National Association and Truist Securities, Inc., as Co-Syndication Agents, andBMO Harris Bank N.A., as Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning.

Pursuant to the provisions of Section 12.1 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 the 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 the 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-E or (ii) an IRS Form W-8IMY accompanied by an 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.

[Name of Participant]

By:        

    Name:    

    Title:    

Date:        , 20[_]

Exhibit J-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 the Amended and Restated Credit Agreement dated as of October 1, 2021 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”) among The Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (formerly known as American Finance Operating Partnership, L.P., the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Capital One, National Association, Citizens Capital Markets, Inc., KeyBank National Association and Truist Securities, Inc., as Co-Syndication Agents, andBMO Harris Bank N.A., as Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning.

Pursuant to the provisions of Section 12.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Revolving Loan(s) (as well as any Note(s) evidencing such Revolving 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 Revolving Loan(s) (as well as any Note(s) evidencing such Revolving Loan(s)), (iii) with respect to the extension of credit pursuant to this 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 the 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 the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the 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-E or (ii) an IRS Form W-8IMY accompanied by an 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative 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.

[Name of Lender]

By:        

    Name:    

    Title:    

Date:    , 20[_]

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Edward M. Weil, Jr., certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of The Necessity Retail REIT, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated this 10th day of May, 2023	/s/ Edward M. Weil, Jr.
	Edward M. Weil, Jr.
	Chief Executive Officer and President
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Jason F. Doyle, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of The Necessity Retail REIT, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated this 10th day of May, 2023	/s/ Jason F. Doyle
	Jason F. Doyle
	Chief Financial Officer, Treasurer and Secretary
	(Principal Financial Officer and Principal Accounting Officer)

EX-32

Exhibit 32

SECTION 1350 CERTIFICATIONS

This Certificate is being delivered pursuant to the requirements of Section 1350 of Chapter 63 (Mail Fraud) of Title 18 (Crimes and Criminal Procedures) of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

The undersigned, who are the Chief Executive Officer and Chief Financial Officer of The Necessity Retail REIT, Inc. (the “Company”), each hereby certify as follows:

The Quarterly Report on Form 10-Q of the Company, which accompanies this Certificate, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and all information contained in this quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 10th day of May, 2023

/s/ Edward M. Weil, Jr.

Edward M. Weil, Jr.

Chief Executive Officer and President

(Principal Executive Officer)

/s/ Jason F. Doyle

Jason F. Doyle

Chief Financial Officer, Treasurer and Secretary

(Principal Financial Officer and Principal Accounting Officer)

XML

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 05, 2023
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-38597
Entity Registrant Name	The Necessity Retail REIT, Inc.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	90-0929989
Entity Address, Address Line One	650 Fifth Ave.
Entity Address, Address Line Two	30th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	415-6500
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		134,191,117
Entity Central Index Key	0001568162
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A Common Stock, $0.01 par value per share
Entity Information [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.01 par value per share
Trading Symbol	RTL
Security Exchange Name	NASDAQ
7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
Entity Information [Line Items]
Title of 12(b) Security	7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
Trading Symbol	RTLPP
Security Exchange Name	NASDAQ
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
Entity Information [Line Items]
Title of 12(b) Security	7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
Trading Symbol	RTLPO
Security Exchange Name	NASDAQ
Preferred Stock Purchase Rights
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
Security Exchange Name	NASDAQ
No Trading Symbol Flag	true

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Real estate investments, at cost:
Land	$ 980,269	$ 996,293
Buildings, fixtures and improvements	3,420,185	3,467,463
Acquired intangible lease assets	607,353	644,553
Total real estate investments, at cost	5,007,807	5,108,309
Less: accumulated depreciation and amortization	(789,664)	(784,946)
Total real estate investments, net	4,218,143	4,323,363
Cash and cash equivalents	43,095	70,795
Restricted cash	19,422	17,956
Deferred costs, net	23,864	22,893
Straight-line rent receivable	67,332	66,657
Operating lease right-of-use assets	17,713	17,839
Prepaid expenses and other assets	67,824	66,551
Total assets	4,457,393	4,586,054
LIABILITIES AND EQUITY
Mortgage notes payable, net	1,765,239	1,808,433
Credit facility	448,000	458,000
Senior notes, net	492,653	492,319
Below market lease liabilities, net	128,032	133,876
Accounts payable and accrued expenses (including $1,566 and $1,838 due to related parties as of March 31, 2023 and December 31, 2022, respectively)	41,540	64,169
Operating lease liabilities	19,110	19,132
Deferred rent and other liabilities	13,564	16,815
Dividends payable	5,837	5,837
Total liabilities	2,913,975	2,998,581
Common stock, $0.01 par value per share, 300,000,000 shares authorized, 134,224,313 shares issued and outstanding as of March 31, 2023 and December 31, 2022	1,342	1,342
Additional paid-in capital	2,999,417	2,999,163
Distributions in excess of accumulated earnings	(1,483,255)	(1,435,794)
Total stockholders’ equity	1,517,629	1,564,836
Non-controlling interests	25,789	22,637
Total equity	1,543,418	1,587,473
Total liabilities and equity	4,457,393	4,586,054
7.50% Series A Cumulative Redeemable Perpetual Preferred Stock
LIABILITIES AND EQUITY
Cumulative redeemable perpetual preferred stock	79	79
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock
LIABILITIES AND EQUITY
Cumulative redeemable perpetual preferred stock	$ 46	$ 46

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Accounts payable and accrued expenses, due to related parties	$ 1,566	$ 1,838
Preferred stock, authorized (in shares)	50,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	300,000,000	300,000,000
Common stock, issued (in shares)	134,224,313
Common stock, outstanding (in shares)	134,224,313
7.50% Series A Cumulative Redeemable Perpetual Preferred Stock
Preferred stock dividend rate	7.50%	7.50%
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock liquidation preference (in dollars per share)	$ 25.00	$ 25.00
Preferred stock, authorized (in shares)	12,796,000	12,796,000
Preferred stock, issued (in shares)	7,933,711	7,933,711
Preferred stock, outstanding (in shares)	7,933,711	7,933,711
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock
Preferred stock dividend rate	7.375%	7.375%
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock liquidation preference (in dollars per share)	$ 25.00	$ 25.00
Preferred stock, authorized (in shares)	11,536,000	11,536,000
Preferred stock, issued (in shares)	4,595,175	4,595,175
Preferred stock, outstanding (in shares)	4,595,175	4,595,175

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenue from tenants	$ 113,594	$ 94,943
Operating expenses:
Asset management fees to related party	7,956	7,826
Property operating expense	26,913	19,139
Impairment of real estate investments	0	5,942
Acquisition, transaction and other costs	565	279
Equity-based compensation	3,567	3,498
General and administrative	10,492	6,833
Depreciation and amortization	54,182	37,688
Total operating expenses	103,675	81,205
Operating income before gain on sale of real estate investments	9,919	13,738
Gain on sale of real estate investments	11,792	53,569
Operating income	21,711	67,307
Other (expense) income:
Interest expense	(34,675)	(23,740)
Other income	27	18
Gain on non-designated derivatives	0	2,250
Total other expense, net	(34,648)	(21,472)
Net (loss) income	(12,937)	45,835
Net loss (income) attributable to non-controlling interests	17	(64)
Allocation for preferred stock	(5,837)	(5,837)
Net (loss) income attributable to common stockholders	$ (18,757)	$ 39,934
Weighted-average shares outstanding - Basic (in shares)	133,715,627	128,640,845
Weighted-average shares outstanding - Diluted (in shares)	133,715,627	130,048,111
Net (loss) income per share attributable to common stockholders — Basic ( in dollars per share)	$ (0.14)	$ 0.31
Net (loss) income per share attributable to common stockholders — Diluted ( in dollars per share)	$ (0.14)	$ 0.31

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($)		Total	Series A preferred stock	Series C preferred stock	Mezzanine Equity	Total Stockholders’ Equity	Total Stockholders’ Equity Series A preferred stock	Total Stockholders’ Equity Series C preferred stock	Preferred Stock Series A preferred stock	Preferred Stock Series C preferred stock	Common Stock		Additional Paid-in Capital	Additional Paid-in Capital Series A preferred stock	Additional Paid-in Capital Series C preferred stock	Distributions in excess of accumulated earnings	Distributions in excess of accumulated earnings Series A preferred stock	Distributions in excess of accumulated earnings Series C preferred stock	Non-controlling Interests
Beginning balance at Dec. 31, 2021					0
Ending balance at Mar. 31, 2022					53,388,000
Beginning Balance (in shares) at Dec. 31, 2021									7,933,711	4,594,498	123,783,060	[1]
Beginning Balance at Dec. 31, 2021		$ 1,710,278,000				$ 1,699,854,000			$ 79,000	$ 46,000	$ 1,238,000		$ 2,915,926,000			$ (1,217,435,000)			$ 10,424,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock, net (in shares)									0	0	2,761,711	[1]
Issuance of stock, net		24,494,000	$ (19,000)	$ (36,000)		24,494,000	$ (19,000)	$ (36,000)		$ 0	$ 27,000		24,467,000	$ (19,000)	$ (36,000)
Issuance of Shares subject to repurchase, at fair market value upon closing (in shares)	[1]										6,450,107
Issuance of Shares subject to repurchase, at fair market value upon closing		0			$ 49,965,000
Adjustments to redemption value		(3,423,000)			$ 3,423,000	(3,423,000)							(3,423,000)
Equity-based compensation (in shares)	[1],[2]										(275)
Equity-based compensation	[2]	3,486,000				310,000					$ 0		310,000			0			3,176,000
Dividends declared on Common Stock		(26,677,000)				(26,677,000)										(26,677,000)
Dividends declared on Preferred Stock			(3,719,000)	(2,118,000)			(3,719,000)	(2,118,000)									$ (3,719,000)	$ (2,118,000)
Distributions to non-controlling interest holders		(196,000)				(159,000)										(159,000)			(37,000)
Net income (loss)		45,835,000				45,771,000										45,771,000			64,000
Rebalancing of ownership percentage		0				37,000							37,000						(37,000)
Ending Balance (in shares) at Mar. 31, 2022									7,933,711	4,594,498	132,994,603	[1]
Ending Balance at Mar. 31, 2022		1,747,905,000				1,734,315,000			$ 79,000	$ 46,000	$ 1,265,000		2,937,262,000			(1,204,337,000)			13,590,000
Beginning Balance (in shares) at Dec. 31, 2022									7,933,711	4,595,175	134,224,313
Beginning Balance at Dec. 31, 2022		1,587,473,000				1,564,836,000			$ 79,000	$ 46,000	$ 1,342,000		2,999,163,000			(1,435,794,000)			22,637,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock, net (in shares)										0	0
Issuance of stock, net		(42,000)	(30,000)	(35,000)		(42,000)	(30,000)	(35,000)			$ 0		(42,000)	$ (30,000)	$ (35,000)
Equity-based compensation (in shares)											0
Equity-based compensation		3,567,000				391,000					$ 0		391,000						3,176,000
Dividends declared on Common Stock		(28,523,000)				(28,523,000)										(28,523,000)
Dividends declared on Preferred Stock			$ (3,719,000)	$ (2,118,000)			$ (3,719,000)	$ (2,118,000)									$ (3,719,000)	$ (2,118,000)
Distributions to non-controlling interest holders		(218,000)				(181,000)										(181,000)			(37,000)
Net income (loss)		(12,937,000)				(12,920,000)										(12,920,000)			(17,000)
Rebalancing of ownership percentage		0				(30,000)							(30,000)						30,000
Ending Balance (in shares) at Mar. 31, 2023									7,933,711	4,595,175	134,224,313
Ending Balance at Mar. 31, 2023		$ 1,543,418,000				$ 1,517,629,000			$ 79,000	$ 46,000	$ 1,342,000		$ 2,999,417,000			$ (1,483,255,000)			$ 25,789,000

[1] Includes shares of Class A common stock subject to repurchase.

[2] Presented net of forfeitures. During the three months ended March 31, 2022, 275 restricted shares with a fair value of approximately $3,000 were forfeited.

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Dividends declared on common stock (in dollars per share)	$ 0.21	$ 0.21
Shares forfeited (in shares)		275
Shares forfeited, value		$ 3
Series A preferred stock
Dividends declared on preferred stock (in dollars per share)	0.47	$ 0.47
Series C preferred stock
Dividends declared on preferred stock (in dollars per share)	$ 0.46	$ 0.46

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Net (loss) income	$ (12,937)	$ 45,835
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation	27,866	24,407
Amortization of in-place lease assets	25,543	12,745
Amortization of deferred leasing costs	774	536
Amortization (including accelerated write-off) of deferred financing costs	3,760	2,893
Amortization of mortgage discounts (premiums) on borrowings, net	471	(13)
Accretion of market lease and other intangibles, net	(2,476)	(1,098)
Equity-based compensation	3,567	3,498
Gain on non-designated derivatives	0	(2,250)
Gain on sale of real estate investments	(11,792)	(53,569)
Impairment of real estate investments	0	5,942
Payments of prepayment costs on mortgages	450	0
Changes in assets and liabilities:
Straight-line rent receivable	(1,184)	(1,182)
Straight-line rent payable	63	68
Prepaid expenses and other assets	(1,817)	5,505
Accounts payable and accrued expenses	(10,953)	4,087
Deferred rent and other liabilities	(3,250)	(2,301)
Net cash provided by operating activities	18,085	45,103
Cash flows from investing activities:
Capital expenditures	(9,896)	(3,188)
Investments in real estate and other assets	(12,260)	(786,311)
Proceeds from sale of real estate investments	24,485	244,208
Deposits for real estate investments	0	(103)
Net cash provided by (used in) investing activities	2,329	(545,394)
Cash flows from financing activities:
Payments on mortgage notes payable	(1,603)	(8,765)
Proceeds from credit facility	10,000	378,000
Payments on credit facility	(20,000)	0
Payments of financing costs	(5)	(286)
Payments of prepayment costs on mortgages	(450)	0
Distributions on LTIP Units and Class A Units	(218)	(219)
Net cash (used in) provided by financing activities	(46,648)	360,679
Net change in cash, cash equivalents and restricted cash	(26,234)	(139,612)
Cash, cash equivalents and restricted cash beginning of period	88,751	236,849	$ 236,849
Cash, cash equivalents and restricted cash end of period	62,517	97,237	88,751
Cash, cash equivalents and restricted cash end of period
Cash and cash equivalents, end of period	43,095	82,106	70,795
Restricted cash, end of period	19,422	15,131	17,956
Cash, cash equivalents and restricted cash end of period	62,517	97,237	$ 88,751
Supplemental Disclosures:
Cash paid for interest	36,200	25,755
Cash paid for income and franchise taxes	98	104
Non-Cash Investing and Financing Activities:
Shares issued in acquisition	0	49,965
Adjustments to value of shares	0	3,423
Proceeds from real estate sales used to pay off related mortgage notes payable	45,000	940
Mortgage notes payable released in connection with disposition of real estate	(45,000)	(940)
Mortgages assumed in acquisition (including premiums of $276)	0	19,526
Accrued capital expenditures	0	269
Series A preferred stock
Cash flows from financing activities:
Dividends paid on preferred stock	(3,719)	(3,719)
Class A common stock offering costs	(2)	(19)
Non-Cash Investing and Financing Activities:
Accrued stock offering costs	28	0
Preferred stock dividend declared	3,719	3,719
Series C preferred stock
Cash flows from financing activities:
Dividends paid on preferred stock	(2,118)	(2,118)
Class A common stock offering costs	(5)	(36)
Non-Cash Investing and Financing Activities:
Accrued stock offering costs	31	0
Preferred stock dividend declared	2,118	2,118
Class A common stock
Cash flows from financing activities:
Dividends paid on Class A common stock	(28,523)	(26,677)
Class A common stock offering costs	(5)	(399)
Proceeds from issuance of Class A common stock, net	0	24,917
Non-Cash Investing and Financing Activities:
Accrued stock offering costs	$ 37	$ 24

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands	Mar. 31, 2023 USD ($)
Statement of Cash Flows [Abstract]
Mortgage notes payable assumed in acquisitions, discounts	$ 276

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Organization

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Organization

The Necessity Retail REIT, Inc. (the “Company”), is an externally managed real estate investment trust for U.S. federal income tax purposes (“REIT”) focusing on acquiring and managing a diversified portfolio of primarily necessity-based retail single-tenant and multi-tenant properties in the United States. As of March 31, 2023, the Company owned 1,039 properties, comprised of 27.6 million rentable square feet, which were 92.6% leased, including 930 single-tenant net-leased commercial properties (892 of which are retail properties) and 109 multi-tenant retail properties.

Substantially all of the Company’s business is conducted through The Necessity Retail REIT Operating Partnership, L.P. (the “OP”), a Delaware limited partnership, and its wholly-owned subsidiaries. Necessity Retail Advisors, LLC (the “Advisor”) manages the Company’s day-to-day business with the assistance of the Company’s property manager, Necessity Retail Properties, LLC, (the “Property Manager”). The Advisor and the Property Manager are under common control with AR Global Investments, LLC (“AR Global”) and these related parties receive compensation and fees for providing services to the Company. The Company also reimburses these entities for certain expenses they incur in providing these services to the Company.

On December 17, 2021, the Company signed a purchase and sale agreement to acquire 79 multi-tenant retail centers and two single-tenant properties for an aggregate contract purchase price of $1.3 billion (the “CIM Portfolio Acquisition”). The CIM Portfolio Acquisition was accounted for as an asset acquisition. The acquisition closed in multiple transactions from February 2022 through July 2022, and the consideration included cash (including cash sourced from borrowings under the Credit Facility, as defined below), assumption of existing mortgage debt securing certain of the properties and the issuance of shares of the Company’s Class A common stock.

The Company closed on the properties of the CIM Portfolio Acquisition in multiple stages as follows:

•In the three months ended March 31, 2022, the Company closed on the acquisition of 56 properties of the CIM Portfolio Acquisition for an aggregate contract purchase price of $801.1 million which was funded by $728.4 million in cash, including $378.0 million of borrowings under the Company’s Credit Facility, the assumption of $19.3 million of existing mortgage debt and the issuance of $50.0 million in fair value at issuance ($53.4 million in contractual value) of the Company’s Class A common stock to certain subsidiaries of the CIM Real Estate Finance Trust, Inc. (the “Sellers”), at its closing value on the respective closing dates on which the common stock was issued.

•In the three months ended June 30, 2022, the Company closed on 24 additional properties from the CIM Portfolio Acquisition for an aggregate contract purchase price of $452.8 million in three closings. The acquisitions were funded with the assumption of $294.5 million of fixed-rate mortgage debt, $128.2 million of $135.0 million of borrowings under the Credit Facility, the application of $23.8 million of the Company’s $40.0 million deposit and the remainder with cash on hand. The assumed mortgages bear stated interest rates between 3.65% and 4.62% and mature between April 2023 and September 2033.

•In the three months ended September 30, 2022, the Company closed on the one remaining property from the CIM Portfolio Acquisition for a contract purchase price of $71.1 million. The acquisition was funded with the assumption of $39.0 million of fixed-rate mortgage debt, the application of the remaining $16.2 million of the Company’s $40.0 million deposit, and the remainder with cash on hand (including $6.8 million of previous borrowings under the Credit Facility). The assumed mortgage bears a stated interest rate of 4.05% and matures in May 2024.

•The aggregate contract purchase prices above do not include contingent consideration relating to leasing activity at each respective acquired property for a six-month period subsequent to the respective closing dates of each acquired property. During the year ended December 31, 2022, the Company paid $59.3 million for such contingent consideration with cash on hand. As of December 31, 2022, the Company had accrued $6.7 million of contingent consideration based on leases executed prior to December 31, 2022. During the three months ended March 31, 2023, the Company accrued an additional $5.5 million based on leases executed after December 31, 2022. All accrued amounts were paid in the three months ended March 31, 2023, and no further contingent consideration is expected to be paid under the terms of the contract.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Accounting

The accompanying unaudited consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair statement of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three month periods ended March 31, 2023 and 2022 are not necessarily indicative of the results for the entire year or any subsequent interim periods.

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of, and for the year ended December 31, 2022, which are included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 23, 2023. Except for those required by new accounting pronouncements discussed below, there have been no significant changes to the Company’s significant accounting policies during the three months ended March 31, 2023.

Principles of Consolidation

The accompanying unaudited consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity (“VIE”) for which the Company is the primary beneficiary. The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company’s assets and liabilities are held by the OP. Except for the OP, as of March 31, 2023 and December 31, 2022, the Company had no interests in entities that were not wholly owned.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, and fair value measurements, as applicable.

Out-of-Period Adjustment

During the three months ended September 30, 2022, the Company concluded that it had understated amortization by $1.2 million in the three months ended March 31, 2022, and $2.5 million and $3.7 million, respectively, for the three and six month periods ended June 30, 2022, for certain in-place lease intangibles associated with certain leases with below market rents that were acquired as part of the CIM Portfolio Acquisition in the first and second quarters of 2022. The Company has concluded that this adjustment was not material to the financial position or results of operations for any prior quarterly periods and, accordingly, the Company recorded the cumulative adjustment to increase depreciation by $3.7 million in the three and nine month periods ended September 30, 2022.

Impacts of the COVID-19 Pandemic

During the first quarter of 2020, the global COVID-19 pandemic that spread around the world and to every state in the United States commenced. As a result, the Company experienced delays in rent collections in the second, third and fourth quarters of 2020 and the first quarter of 2021. The Company did not experience any material delays in the receipt of rental payments during the year ended December 31, 2022 or the three months ended March 31, 2023. The Company took a proactive approach to achieve mutually agreeable solutions with its tenants and in some cases, in the second, third and fourth quarters of 2020 and throughout 2021, the Company executed several types of lease amendments. These amendments included deferrals and abatements and also included extensions to the term of the leases. The Company did not execute any COVID-19-related deferrals or abatements during the year ended December 31, 2022 or the three months ended March 31, 2023. The Company has substantially collected all amounts of previously deferred rent.

For accounting purposes, in accordance with ASC 842: Leases, normally a company would be required to assess a lease modification to determine if the lease modification should be treated as a separate lease and if not, modification accounting would be applied which would require a company to reassess the classification of the lease (including leases for which the prior classification under ASC 840 was retained as part of the election to apply the package of practical expedients allowed upon the adoption of ASC 842, which does not apply to leases subsequently modified). However, in light of the COVID-19 pandemic in which many leases were being modified, the Financial Accounting Standards Board (“FASB”) and the SEC provided relief that allowed companies to make a policy election as to whether they treat COVID-19 related lease amendments as a provision included in the pre-concession arrangement, and therefore, not a lease modification, or to treat the lease amendment as a modification. In order to be considered COVID-19 related, cash flows must be substantially the same or less than those prior to the concession. For COVID-19 relief qualified changes, there are two methods to potentially account for such rent deferrals or abatements under the relief, (i) as if the changes were originally contemplated in the lease contract or (ii) as if the deferred payments are variable lease payments contained in the lease contract. For all other lease changes that did not qualify for FASB relief, the Company is required to apply modification accounting including assessing classification under ASC 842.

Some, but not all of the Company’s lease modifications qualify for the FASB relief. In accordance with the relief provisions, instead of treating these qualifying leases as modifications, the Company has elected to treat the modifications as if previously contained in the lease and recast rents receivable prospectively (if necessary). Under that accounting, for modifications that were deferrals only, there would be no impact on overall rental revenue and for any abatement amounts that reduced total rent to be received, the impact would be recognized ratably over the remaining life of the lease.

For leases not qualifying for this relief, the Company has applied modification accounting and determined that there were no changes in the current classification of its leases impacted by negotiations with its tenants.

Revenue Recognition

The Company’s revenues, which are derived primarily from lease contracts, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. As of March 31, 2023, these leases had an average remaining lease term of approximately 7.1 years. Because many of the Company’s leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable for, and include in revenue from tenants, unbilled rents receivable that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease modification is executed. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating expenses, in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. Under ASC 842, the Company elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For comparative purposes, the Company also elected to reflect prior revenue and reimbursements reported under ASC 842 on a single line. For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis.

Future Base Rent Payments

The following table presents future base rent payments on a cash basis due to the Company over the next five years and thereafter as of March 31, 2023. These amounts exclude tenant reimbursements and contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items:

(In thousands)	Future  Base Rent Payments
2023 (remainder)	$	266,340
2024	339,560
2025	310,608
2026	280,647
2027	241,677
2028	192,489
Thereafter	1,104,857
	$	2,736,178

Contingent Rental Income

The Company owns certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant’s sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. As the lessor to the aforementioned leases, the Company defers the recognition of contingent rental income, until the specified target that triggered the contingent rental income is achieved, or until such sales upon which percentage rent is based are known. For the three months ended March 31, 2023 and 2022 such amounts were $0.6 million, and $0.4 million, respectively.

Collectability and Bad Debt Expense

The Company continually reviews receivables related to rent and unbilled rents receivable and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under the leasing standard adopted on January 1, 2019 (see the “Recently Issued Accounting Pronouncements” section below), the Company is required to assess, based on credit risk only, if it is probable that the Company will collect virtually all of the lease payments at lease commencement date and it must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are not permitted. If the Company determines that it’s probable it will collect virtually all of the lease payments (rent and common area maintenance), the lease will continue to be accounted for on an accrual basis (i.e. straight-line). However, if the Company determines it’s not probable that it will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and a full reserve would be recorded on previously accrued amounts in cases where it was subsequently concluded that collection was not probable. Cost recoveries from tenants are included in operating revenue from tenants beginning on January 1, 2019, in accordance with new accounting rules, on the accompanying consolidated statements of operations in the period the related costs are incurred, as applicable. Since the second quarter of 2020, this assessment has included consideration of the impacts of the COVID-19 pandemic on the ability of the Company’s tenants to pay rents in accordance with their contracts. The assessment included all of the Company’s tenants with a focus on the Company’s multi-tenant retail properties which have been more negatively impacted by the COVID-19 pandemic than the Company’s single-tenant properties.

In accordance with the lease accounting rules, the Company records uncollectable amounts as reductions in revenue from tenants. During the three months ended March 31, 2023 and 2022, uncollectable amounts were $3.4 million and $0.7 million, respectively. Included in the uncollectable amounts for the three months ended March 31, 2023, were $2.9 million of revenue reductions associated with 16 leases with one tenant which were terminated in bankruptcy proceedings.

Lease Termination Income

The Company entered into two lease termination agreements with tenants in its multi-tenant properties for a total of $0.1 million, which were recognized and received in the three months ended March 31, 2023.

The Company entered into lease termination agreements at two and six of its single-tenant properties in the first quarter of 2022 and the fourth quarter of 2021, respectively. Since these leases had short-term remaining occupancy periods for the tenant, these lease termination agreements were treated as lease modifications, and their termination fee income was recognized over the remaining occupancy periods of the respective leases on a straight-line basis. The Company recognized and received $4.5 million in the three months ended March 31, 2022 related to these agreements. As of June 30, 2022, the occupancy periods for these agreements expired and the tenants vacated. Accordingly, no related revenue was recognized on these leases in the three months ended March 31, 2023.

Investments in Real Estate

Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. At the time an asset is acquired, the Company evaluates the inputs, processes and outputs of the asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets. See the Purchase Price Allocation section in this Note for a discussion of the initial accounting for investments in real estate.

Disposal of real estate investments that represent a strategic shift in operations that will have a major effect on the Company's operations and financial results are required to be presented as discontinued operations in the consolidated statements of operations. No properties were presented as discontinued operations during the three months ended March 31, 2023 and 2022. Properties that are intended to be sold are to be designated as “held for sale” on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale, most significantly that the sale is probable within one year. The Company evaluates the probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits. Properties are no longer depreciated when they are classified as held for sale. As of March 31, 2023 and December 31, 2022, no properties were considered held for sale.

Purchase Price Allocation

In both a business combination and an asset acquisition, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. Intangible assets may include the value of in-place leases and above- and below-market leases and other identifiable assets or liabilities based on lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests (in a business combination) are recorded at their estimated fair values. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above- or below-market interest rates. In a business combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain. In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets acquired is allocated to the non-current assets. No acquisitions occurred during the three months ended March 31, 2023. All acquisitions during the three months ended March 31, 2022 were asset acquisitions.

For acquired properties with leases classified as operating leases, the Company allocates the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.

Tangible assets include land, land improvements, buildings, fixtures, and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. The Company estimates fair value using data from appraisals, comparable sales, discounted cash flow analysis and other methods. Fair value estimates are also made using significant assumptions such as capitalization rates, fair market lease rates, discount rates, and land values per square foot.

Identifiable intangible assets include amounts allocated to acquired leases for above- and below-market lease rates and the value of in-place leases. Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute

similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 24 months. The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses.

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases.

Accounting for Leases

Lessor Accounting

In accordance with the lease accounting standard, all of the Company’s leases as lessor prior to adoption of ASC 842 were accounted for as operating leases and the Company continued to account for them as operating leases under the transition guidance. The Company evaluates new leases originated after the adoption date (by the Company or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than a major part of the remaining economic useful life of the asset (e.g., equal to or greater than 75%), if the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or if the asset is so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor.

Generally, all the Company’s leases as lessor had historically qualified as operating leases including land leases for which such accounting has been grandfathered. However, as of March 31, 2023 and December 31, 2022 the Company had two parcels of land leased to tenants that qualify as financing leases which were entered into during the year ended December 31, 2022 (subsequent to the three months ended March 31, 2022). The carrying value of these leases were $5.8 million and $5.7 million as of March 31, 2023 and December 31, 2022, respectively, and the amounts are included in prepaid expenses and other assets on the Company’s consolidated balance sheets. For the three months ended March 31, 2023, income of $0.2 million relating to these two leases is included in revenue from tenants in the Company’s consolidated statement of operations. As of March 31, 2023 and December 31, 2022, the Company had no leases as a lessor that were considered as sales-type leases under sales leaseback rules.

As a lessor of real estate, the Company has elected, by class of underlying assets, to account for lease and non-lease components (such as tenant reimbursements of property operating expenses) as a single lease component as an operating lease because (a) the non-lease components have the same timing and pattern of transfer as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease. Additionally, only incremental direct leasing costs may be capitalized under the accounting guidance. Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed.

Lessee Accounting

For lessees, the accounting standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease. Also, lessees must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Further, certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease, may now be required to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction. For additional information and disclosures related to the Company’s operating leases, see Note 9 — Commitments and Contingencies.

The Company is the lessee under certain land leases which were previously classified prior to adoption of lease accounting and will continue to be classified as operating leases under transition elections unless subsequently modified. These leases are reflected on the Company’s consolidated balance sheets and the rent expense is reflected on a straight-line basis over the lease term.

Gain on Sale of Real Estate Investments

Gains on sales of rental real estate are not considered sales to customers and are generally recognized pursuant to the provisions included in ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”).

In accordance with ASC 845-10, Accounting for Non-Monetary Transactions, if a nonmonetary exchange has commercial substance, the cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain it, and a gain or loss shall be recognized on the exchange.

Impairment of Long-Lived Assets

When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If an impairment exists, due to the inability to recover the carrying value of a property, the Company would recognize an impairment loss on its consolidated statements of operations to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss recorded would equal the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net earnings.

Reportable Segments

As of March 31, 2023, the Company has determined that it has two reportable segments, with activities related to investing in single-tenant properties and multi-tenant properties.

Depreciation and Amortization

Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and improvements and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.

The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the initial remaining lease terms of the respective leases.

The value of customer relationship intangibles, if any, is amortized to expense over the initial term of the lease and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense.

Assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages.

Above- and Below-Market Lease Amortization

Capitalized above-market lease values are amortized as a reduction of revenue from tenants over the remaining terms of the respective leases and the capitalized below-market lease values are amortized as an increase to revenue from tenants over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. If a tenant with a below-market rent renewal does not renew, any remaining unamortized amount will be taken into income at that time.

Capitalized above-market ground lease values are amortized as a reduction of property operating expense over the remaining terms of the respective leases. Capitalized below-market ground lease values are amortized as an increase to property operating expense over the remaining terms of the respective leases and expected below-market renewal option periods.

Upon termination of an above- or below-market lease, any unamortized amounts would be recognized in the period of termination.

Equity-Based Compensation

The Company has stock-based plans under which its directors, officers, and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, and certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company are eligible to receive awards. Awards granted thereunder are accounted for under the guidance for employee share-based payments. The cost of services received in exchange for these stock awards is measured at the grant date fair value of the award and the expense for such an award is included in the equity-based compensation line item of the consolidated statements of operations and is recognized in accordance with the service period (i.e., vesting) required or when the requirements for exercise of the award have been met.

On July 21, 2021, the Company entered into the multi-year outperformance agreement with the Advisor (the “2021 OPP”) pursuant to which the Advisor was granted an award of 8,528,885 units of limited partnership (“LTIP Units”), representing the quotient of $72.0 million divided by $8.4419. The LTIP Units issued under the 2021 OPP were reclassified as an equity award with the cumulative expense reflected as part of non-controlling interest in the Company’s consolidated balance sheets and equity statements.

In the event of a modification of any of the awards discussed above, any incremental increase in the value of the instrument measured on the date of the modification both before and after the modification, will result in an incremental amount to be reflected prospectively as a charge to earnings over the remaining service period.

For additional information on all of the Company’s equity-based compensation arrangements, see Note 12 — Equity-Based Compensation.

Recently Issued Accounting Pronouncements

Not Yet Fully Adopted as of March 31, 2023:

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). Topic 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in Topic 848 is optional and may be elected over the period from March 12, 2020 through June 30, 2023 as reference rate reform activities occur. During the year ended December 31, 2020, the Company elected to apply the hedge accounting expedients related to (i) the assertion that the Company’s hedged forecasted transactions remain probable and (ii) the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients would preserve the presentation of the Company’s derivatives, if any, which would be consistent with the Company’s past presentation. As of March 31, 2023, the Company did not have any outstanding derivative instruments but has LIBOR-based borrowings under its Credit Facility (see Note 5 — Credit Facility for additional information). The Company will continue to evaluate the impact of the guidance and may apply other elections, as applicable, as additional changes in the market occur.

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Real Estate Investments

3 Months Ended

Mar. 31, 2023

Real Estate [Abstract]

Real Estate Investments

Real Estate Investments

Property Acquisitions

The following table presents the allocation of real estate assets acquired and liabilities assumed during the periods presented. All acquisitions were considered asset acquisitions for accounting purposes.

	Three Months Ended March 31,
(Dollar amounts in thousands)	2023 (2)		2022
Real estate investments, at cost:
Land	$	—	$	154,815
Buildings, fixtures and improvements	—		586,140
Total tangible assets	—		740,955
Acquired intangible assets and liabilities: (1)
In-place leases	5,535		145,178
Above-market lease assets	—		12,574
Below-market lease liabilities	—		(42,905)
Total intangible assets, net	5,535		114,847
Assets Reduced, Liabilities Assumed and Equity Issued:
Mortgage notes payable assumed in acquisitions (including premiums of $276)	—		(19,526)
Shares issued in acquisitions	—		(49,965)
Payment of previously accrued contingent consideration on acquired properties from the CIM Portfolio Acquisition	6,725		—
Cash paid for real estate investments	$	12,260	$	786,311
Number of properties purchased from the CIM Portfolio Acquisition (See Note 1 — Organization for additional information)	—		56
Number of other properties purchased	—		3

________

(1)Weighted-average remaining amortization periods for in-place lease assets, above-market lease assets and below-market lease liabilities acquired during the three months ended March 31, 2022 were 9.8 years, 6.2 years and 20.0 years, respectively, as of each property’s respective acquisition date.

(2)Real estate assets acquired during the three months ended March 31, 2023 were comprised entirely of contingent consideration relating to the CIM Portfolio Acquisition, $6.7 million of which was accrued as of December 31, 2022. See Note 1 — Organization for additional information.

The following table presents amortization expense and adjustments to revenue from tenants and property operating expenses for intangible assets and liabilities during the periods presented:

	Three Months Ended March 31,
(In thousands)	2023		2022
In-place leases, included in depreciation and amortization (2)	$	25,543	$	12,745
Above-market lease intangibles	$	(1,628)	$	(914)
Below-market lease liabilities	4,112		2,020
Total included in revenue from tenants	$	2,484	$	1,106
Below-market ground lease asset (1)	$	8	$	8
Above-market ground lease liability (1)	—		—
Total included in property operating expenses	$	8	$	8

______

(1)Intangible balances related to ground leases are included as part of the operating lease right-of-use assets presented on the consolidated balance sheets and the amortization expense of such balances is included in property operating expenses on the consolidated statements of operations.

(2)During the three months ended March 31, 2023, the Company recorded additional in-place lease amortization of $3.3 million associated with 16 leases with one tenant which were terminated in bankruptcy proceedings.

The following table provides the projected amortization expense and adjustments to revenue from tenants for intangible assets and liabilities for the next five years:

(In thousands)	2023 (remainder)		2024		2025		2026		2027
In-place leases, to be included in depreciation and amortization	$	53,289	$	56,539	$	44,902	$	35,224	$	26,804
Above-market lease intangibles	$	4,603	$	5,381	$	4,542	$	3,313	$	2,704
Below-market lease liabilities	(7,746)		(9,856)		(9,512)		(9,052)		(8,624)
Total to be included in revenue from tenants	$	(3,143)	$	(4,475)	$	(4,970)	$	(5,739)	$	(5,920)

Deposits for Real Estate Investments

The Company did not have any deposits for future acquisitions of real estate investments as of March 31, 2023 or December 31, 2022.

Real Estate Held for Sale

When assets are identified by management as held for sale, the Company ceases depreciation and amortization of the identified assets and estimates the sales price, net of costs to sell, of those assets. If the carrying amount of the assets classified as held for sale exceeds the estimated net sales price, the Company records an impairment charge equal to the amount by which the carrying amount of the assets exceeds the Company’s estimate of the net sales price of the assets. For additional information on impairment charges, see “Impairment Charges” section below.

As of March 31, 2023 and December 31, 2022, there were no properties classified as held for sale. The sales of other properties sold during their respective periods did not represent a strategic shift in the Company’s operations or strategy.

Real Estate Sales

During the three months ended March 31, 2023, the Company sold five properties for an aggregate contract price of $71.3 million, resulting in an aggregate gain of $11.8 million, which is reflected in gain on sale of real estate investments in the consolidated statement of operations for the three months ended March 31, 2023.

During the three months ended March 31, 2022, the Company sold six properties for an aggregate contract price of $265.2 million. These dispositions resulted in an aggregate gain of $53.6 million, which is reflected in gain on sale of real estate investments on the consolidated statement of operations for the three months ended March 31, 2022.

Real Estate Held for Use

When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. For the Company, the most common triggering events are (i) concerns regarding the tenant (i.e., credit or expirations) in the Company’s single-tenant properties, (ii) significant or sustained vacancy in the Company’s multi-tenant properties and (iii) changes to the Company’s expected holding period as a result of business decisions or non-recourse debt maturities. For all of its held for use properties, the Company had reconsidered the projected cash flows due to various performance indicators and, where appropriate, the Company evaluated the impact on its ability to recover the carrying value of such properties based on the expected cash flows over the intended holding period. See “Impairment Charges” below for discussion of specific charges taken.

If a triggering event for held for use single-tenant properties is identified, the Company uses either a market approach or an income approach to estimate the future cash flows expected to be generated.

The market approach involves evaluating comparable sales of properties in the same geographic region as the held for use properties in order to determine an estimated sale price. The Company makes certain assumptions including, among others, that

the properties in the comparable sales used in the analysis share similar characteristics to the held for use properties, and that market and economic conditions at the time of any potential sales of these properties, such as discount rates; demand for space; competition for tenants; changes in market rental rates; and costs to operate the property, would be similar to those in the comparable sales analyzed.

Under the income approach, the Company evaluates the impact on its ability to recover the carrying value of such properties based on the expected cash flows over its intended holding period. The Company makes certain assumptions in this approach including, among others, the market and economic conditions, expected cash flow projections, intended holding periods and assessments of terminal values.

Where more than one possible scenario exists, the Company uses a probability weighted approach. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses or additional impairment may be realized in the future.

Impairment Charges

There were no impairment charges recorded in the three months ended March 31, 2023. The following table details the impairment charges recorded by segment for the three months ended March 31, 2022:

	Three Months Ended March 31,
(In thousands)	2022
Single-tenant properties:
Various vacant single-tenant properties (1)	$	2,176
United Healthcare (2)	3,766
Total single-tenant impairment charges	5,942
Total impairment charges	$	5,942

(1)For the three months ended March 31, 2022, three properties were impaired, all of which were formerly leased to Truist Bank. All properties in the three months ended March 31, 2022 were impaired to their fair values as determined by their respective purchase and sale agreements and were sold in the year ended December 31, 2022.

(2)This property was vacant since June 30, 2021 when a tenant did not renew its lease. This property was impaired to its fair value as determined by the income approach in both the year ended December 31, 2022 and 2021 and disposed of in the year ended December 31, 2022.

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Mortgage Notes Payable, Net

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Mortgage Notes Payable, Net

Mortgage Notes Payable, Net

The Company’s mortgage notes payable, net as of March 31, 2023 and December 31, 2022 consisted of the following:

		Outstanding Loan Amount as of				Effective Interest Rate as of
Portfolio	Encumbered Properties	March 31, 2023		December 31, 2022		March 31, 2023			Interest Rate	Maturity	Anticipated Repayment (4)
		(In thousands)		(In thousands)
2019 Class A-1 Net-Lease Mortgage Notes	102	$	117,470	$	117,620	3.83	%		Fixed	May 2049	May 2026
2019 Class A-2 Net-Lease Mortgage Notes	108	119,868		120,020		4.52	%		Fixed	May 2049	May 2029
2021 Class A-1 Net-Lease Mortgage Notes	49	53,381		53,601		2.24	%		Fixed	May 2051	May 2028
2021 Class A-2 Net-Lease Mortgage Notes	47	92,204		92,584		2.83	%		Fixed	May 2051	May 2031
2021 Class A-3 Net-Lease Mortgage Notes	33	34,997		34,997		3.07	%		Fixed	May 2051	May 2028
2021 Class A-4 Net-Lease Mortgage Notes	35	54,995		54,995		3.65	%		Fixed	May 2051	May 2031
Total Net-Lease Mortgage Notes	374	472,915		473,817
Stop & Shop (5)	—	—		45,000		3.50	%		Fixed	Jan. 2030	Jan. 2030
Column Financial Mortgage Notes	364	705,567		705,567		3.79	%		Fixed	Aug. 2025	Aug. 2025
Bob Evans I	22	22,633		22,740		4.71	%		Fixed	Sep. 2037	Sep. 2027
Mortgage Loan II	12	210,000		210,000		4.25	%		Fixed	Jan. 2028	Jan. 2028
Mortgage Loan III	22	33,400		33,400		4.12	%		Fixed	Jan. 2028	Jan. 2028
Cottonwood Commons	1	19,250		19,250		4.52	%		Fixed	Sep. 2023	Sep. 2023
The Marquis	1	8,556		8,556		3.95	%		Fixed	May 2023	May 2023
Assumed Multi-Tenant Mortgage I	3	16,700		16,700		4.68	%		Fixed	Sep. 2033	Sep. 2023
Assumed Multi-Tenant Mortgage II	4	25,000		25,000		4.54	%		Fixed	Feb. 2024	Feb. 2024
Assumed Multi-Tenant Mortgage III (6)	3	30,424		30,719		3.70	%		Fixed	Apr. 2023	Apr. 2023
Assumed Multi-Tenant Mortgage IV (6)	4	28,387		28,387		3.90	%		Fixed	Apr. 2023	Apr. 2023
Assumed Multi-Tenant Mortgage V	7	60,244		60,544		3.70	%		Fixed	Sep. 2023	Sep. 2023
The Plant (6)	1	123,000		123,000		3.87	%		Fixed	May 2033	May 2023
McGowin Park	1	39,025		39,025		4.11	%		Fixed	May 2024	May 2024
Gross mortgage notes payable	819	1,795,101		1,841,705		3.84	%	(1)
Deferred financing costs, net of accumulated amortization (2)		(29,009)		(31,948)
Mortgage premiums and discounts, net (3)		(853)		(1,324)
Mortgage notes payable, net		$	1,765,239	$	1,808,433

__________

(1)Calculated on a weighted-average basis for all mortgages outstanding as of March 31, 2023.

(2)Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that it is probable the financing will not close.

(3)Mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages.

(4)The Company determines an anticipated repayment date when the terms of a debt obligation provide for earlier repayment than the legal maturity and when the Company expects to repay such debt obligations earlier due to factors such as elevated interest rates or additional principal payment requirements.

(5)This mortgage note was fully repaid in the three months ended March 31, 2023 in connection with the disposition of the formerly encumbered properties.

(6)These mortgage notes were fully repaid subsequent to March 31, 2023 with proceeds from the Credit Facility. See Note 15 — Subsequent Events for additional information.

As of March 31, 2023 and December 31, 2022, the Company had pledged $3.0 billion in real estate investments, at cost as collateral for its mortgage notes payable. This real estate is not available to satisfy other debts and obligations unless first satisfying the mortgage notes payable on the properties. In addition, as of March 31, 2023, $2.0 billion in real estate investments, at cost were included in the unencumbered asset pool comprising the borrowing base under the Company’s revolving unsecured corporate credit facility (see Note 5 — Credit Facility for more details). The asset pool comprising the borrowing base under the credit facility is only available to serve as collateral or satisfy other debts and obligations if it is first removed from the borrowing base under the credit facility.

In connection with refinancing certain properties, the Company may incur prepayment penalties relating to its prior debt obligations. During the three months ended March 31, 2023, the Company incurred $0.5 million of prepayment penalties. These prepayment penalties, when incurred, are included in acquisition, transaction, and other costs in the consolidated statements of operations.

The Company’s mortgage notes payable agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of March 31, 2023, the Company was in compliance with financial covenants under its mortgage notes payable agreements.

Combined Debt Obligation Principal Payments

The following table summarizes the scheduled aggregate principal payments (based on anticipated repayment dates) on mortgage notes payable and the Company’s other debt based on anticipated repayment dates for the remainder of the year ended December 31, 2023, the five years subsequent to December 31, 2023 and thereafter:

	Future Principal Payments
(In thousands)	Mortgage Notes		Credit Facility (1)		Senior Notes (2)		Total
2023 (remainder) (3)	$	288,181	$	—	$	—	$	288,181
2024	65,672		—		—		65,672
2025	707,237		—		—		707,237
2026	116,917		448,000		—		564,917
2027	21,553		—		—		21,553
2028	332,242		—		500,000		832,242
Thereafter	263,299		—		—		263,299
	$	1,795,101	$	448,000	$	500,000	$	2,743,101

________

(1)The Credit Facility matures on April 1, 2026, subject to the Company’s right, subject to customary conditions, to extend the maturity date by up to two additional six-month terms. See Note 5 — Credit Facility for additional information.

(2)The Senior Notes mature on September 30, 2028. See Note 6 — Senior Notes, Net for additional information.

(3)Subsequent to March 31, 2023, the Company fully repaid $181.8 million of mortgage notes payable with borrowings sourced from the Credit Facility. See Note 15 — Subsequent Events for additional information. The Company intends to repay the remaining $106.4 million of principal amounts scheduled for repayment during the year ended December 31, 2023 with (i) proceeds from the Credit Facility by transferring some or all of the encumbered properties to the asset pool comprising the borrowing base thereunder (as defined in Note 5 — Credit Facility) and (ii) cash on hand, a portion of which may be generated from future property sales.

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Credit Facility

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Credit Facility

Credit Facility

The Company has a credit facility (the “Credit Facility”) with BMO Harris Bank, N.A. (“BMO Bank”) as administrative agent, Citizens Bank, N.A. and SunTrust Robinson Humphrey, Inc., as joint lead arrangers, and the other lenders from time to time party thereto. On October 1, 2021, the Company entered into an amendment and restatement of the Credit Facility. Also, upon the closing of the Senior Notes (as defined in Note 6 — Senior Notes, Net) on October 7, 2021, the Company used a portion of the proceeds to repay all outstanding borrowings under the Credit Facility at the time. The aggregate total commitments after the amendment and restatement of the Credit Facility were increased from $540.0 million to $815.0 million including a $50.0 million sublimit for letters of credit and a $55.0 million sublimit for swingline loans. The Credit Facility includes an uncommitted “accordion feature” permitting the Company, subject to certain exceptions, to increase the commitments under the Credit Facility by up to an additional $435.0 million, subject to obtaining commitments from new lenders or additional commitments from participating lenders and certain customary conditions. The Credit Facility matures on April 1, 2026, subject to the Company’s right, subject to customary conditions, to extend the maturity date by up to two additional six-month terms. Borrowings under the Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty, subject to customary breakage costs.

The Credit Facility is supported by a pool of eligible unencumbered properties that are owned by the subsidiaries of the OP that serve as Guarantors. The Company may add or remove properties to or from this pool so long as at any time there are at least 15 eligible unencumbered properties with a value of at least $300.0 million, among other things. The amount available for future borrowings under the Credit Facility depends on the amount outstanding thereunder relative to the aggregate commitments; however, the amount the Company may borrow is limited by the financial maintenance covenants described below.

The amount available for future borrowings under the Credit Facility is based on the maximum amount of total unsecured indebtedness that could be incurred while maintaining a minimum unsecured interest coverage ratio with respect to the borrowing base, in each case, as of the determination date.

As of March 31, 2023, the Company had a total borrowing capacity under the Credit Facility of $494.6 million (net of a $2.0 million letter of credit) based on the value of the borrowing base under the Credit Facility, and of this amount, $448.0 million was outstanding under the Credit Facility as of March 31, 2023 and $46.6 million remained available for future borrowings. Subsequent to March 31, 2023, the Company (i) disposed of one property formerly part of the asset pool comprising the borrowing base under the Credit Facility, (ii) added seven properties formerly encumbered under mortgage notes to the asset pool comprising the borrowing base under the Credit Facility, (iii) borrowed $173.0 million to fully repay certain mortgage notes and (iv) borrowed $18.0 million for general corporate purposes. After these borrowings and net property additions to the asset pool comprising the borrowing base under the Credit Facility, the Company had $639.0 million outstanding on its Credit Facility and $28.2 million remained available for future borrowings. See Note 15 — Subsequent Events for additional information.

The Credit Facility currently requires payments of interest only prior to maturity. Borrowings under the Credit Facility bear interest at either (i) the Base Rate (as defined in the Credit Facility) plus an applicable spread ranging from 0.45% to 1.05%, or (ii) LIBOR plus an applicable spread ranging from 1.45% to 2.05%, in each case depending on the Company’s consolidated leverage ratio. In addition, (i) if the Company or the OP achieves an investment grade credit rating, the OP can elect for the spread to be based on the credit rating of the Company or the OP, and (ii) the “floor” on LIBOR is 0%.

As of March 31, 2023 and December 31, 2022, the Company elected to use LIBOR for all of its borrowings under the Credit Facility and the weighted-average interest rate under the Credit Facility was 6.92% and 6.51%, respectively. Subsequent to March 31, 2023, the Company amended its Credit Facility to utilize a SOFR-based interest rate for all of its borrowings thereunder. After completing the amendment, the Company has no further exposure to LIBOR-based contracts. See Note 15 — Subsequent Events for additional information.

Any subsidiary owning property that is included in the borrowing base is required to guarantee the OP’s obligations under the Credit Facility. This includes any wholly-owned domestic subsidiary of the OP that directly or indirectly owns or leases a real estate asset added to the pool of eligible unencumbered properties. For any Guarantor subsidiary of the OP, this guarantee will be released if the Company or the OP achieves an investment grade credit rating, but will again be required (i) if either the Company or the OP loses its investment grade credit rating, or (ii) with respect to any Guarantor subsidiary of the OP, for so long as the subsidiary is the primary obligor under or provides a guaranty to any holder of unsecured indebtedness.

The Credit Facility contains various customary operating covenants, including covenants restricting, among other things, restricted payments (including dividends and share repurchases), the incurrence of liens, the types of investments the Company

may make, fundamental changes, agreements with affiliates and changes in nature of business. The amended and restated Credit Facility also (i) continues to have financial maintenance covenants with respect to maximum consolidated leverage, maximum consolidated secured leverage, minimum fixed charge coverage, and minimum net worth, (ii) amended the maximum recourse debt to total asset value covenant to refer instead to secured recourse debt, and (iii) added new financial maintenance covenants with respect to maximum consolidated unsecured leverage and adjusted net operating income for the pool of eligible unencumbered properties required to be maintained under the Credit Facility to debt service paid on unsecured indebtedness.

Under the Credit Facility, subject to certain exceptions, the Company is not permitted to pay distributions, including cash dividends on equity securities, including the Company’s 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”) and 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series C Preferred Stock”), in an aggregate amount exceeding 95% of AFFO (as defined in the Credit Facility) for any look-back period of four consecutive fiscal quarters without seeking consent from the lenders under the Credit Facility. However, the Credit Facility also permits the Company to pay distributions in an aggregate amount not exceeding 105% of AFFO for any applicable period if, as of the last day of the period, the Company was able to satisfy a maximum leverage ratio after giving effect to the payments and maintain a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $60.0 million. Moreover, if applicable, during the continuance of an event of default under the Credit Facility, the Company could not pay dividends or other distributions in excess of the amount necessary for the Company to maintain its status as a REIT.

As of March 31, 2023, the Company was in compliance with the operating and financial covenants under the Credit Facility.

LIBOR Transition

In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced it intended to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to LIBOR in derivatives and other financial contracts. On March 5, 2021, the Financial Conduct Authority confirmed a partial extension of this deadline, announcing that it will cease the publication of the one-week and two-month USD LIBOR settings immediately following December 31, 2021. The remaining USD LIBOR settings will continue to be published through June 30, 2023. The Company is not able to predict when there will be sufficient liquidity in the SOFR market. The Company is monitoring and evaluating the risks related to changes in LIBOR availability, which include potential changes in interest paid on debt and amounts received and paid on interest rate swaps. In addition, the value of debt or derivative instruments tied to LIBOR will also be impacted as LIBOR is limited and discontinued and contracts must be transitioned to a new alternative rate. While the Company expects LIBOR to be available in substantially its current form until at least June 30, 2023, it is possible that LIBOR will become unavailable prior to that time. This could occur, for example, if a sufficient number of banks decline to make submissions to the LIBOR administrator. The Credit Facility contains language governing the establishment of a replacement benchmark index to serve as an alternative to LIBOR, when necessary.

Subsequent to March 31, 2023, the Company amended its Credit Facility to utilize a SOFR-based interest rate for all of its borrowings thereunder. After completing the amendment, the Company has no further exposure to LIBOR-based contracts. See Note 15 — Subsequent Events for additional information.

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Senior Notes, Net

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Senior Notes, Net

Senior Notes, Net

On October 7, 2021, the Company and the OP issued $500.0 million aggregate principal amount of 4.50% Senior Notes due 2028 (the “Senior Notes”). The Company, the OP and their subsidiaries that guarantee the Senior Notes entered into an indenture with U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee. As of March 31, 2023 and December 31, 2022, the carrying value of the Senior Notes on the Company’s consolidated balance sheets totaled $492.7 million and $492.3 million, respectively, which is net of $7.3 million and $7.7 million of deferred financing costs, respectively.

The Senior Notes, which were issued at par, will mature on September 30, 2028 and accrue interest at a rate of 4.500% per year. Interest on the Senior Notes, which began to accrue on October 7, 2021, is payable semi-annually in arrears on March 30 and September 30 of each year. The Senior Notes do not require any principal payments prior to maturity.

As of March 31, 2023, the Company was in compliance with the covenants under the Indenture governing the Senior Notes.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Fair Value Hierarchy

GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring assets and liabilities at fair value. GAAP establishes market-based or observable inputs as the preferred sources of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:

Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

Level 3 — Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare.

A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets and liabilities. The Company’s policy with respect to transfers between levels of the fair value hierarchy is to recognize transfers into and out of each level as of the end of the reporting period. There were no transfers between levels of the fair value hierarchy during the three months ended March 31, 2023 and 2022.

Financial Instruments Measured at Fair Value on a Recurring Basis

Derivative Instruments

The Company’s derivative instruments are measured at fair value on a recurring basis. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with this derivative utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparty. However, as of March 31, 2023, the Company does not have any derivatives, but would assess the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions if it had any.

The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties.

Real Estate Investments Measured at Fair Value on a Non-Recurring Basis

Real Estate Investments - Held for Sale

The Company has had impaired real estate investments classified as held for sale (see Note 3 — Real Estate Investments for additional information on impairment charges recorded by the Company). However, there were no impaired real estate investments held for sale as of March 31, 2023 and December 31, 2022. The carrying value of impaired real estate investments held for sale on the consolidated balance sheets represents their estimated fair value less cost to sell. Impaired real estate investments held for sale are generally classified in Level 3 of the fair value hierarchy.

Real Estate Investments - Held for Use

The Company has had impaired real estate investments classified as held for use at the time of impairment (see Note 3 — Real Estate Investments for additional information on impairment charges recorded by the Company). The carrying value of these held for use impaired real estate investments on the consolidated balance sheets represents their estimated fair value at the

time of impairment. The Company primarily uses a market approach to estimate the future cash flows expected to be generated. Impaired real estate investments which are held for use are generally classified in Level 3 of the fair value hierarchy.

Financial Instruments that are not Reported at Fair Value

The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The carrying value of short-term financial instruments such as cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and accrued expenses and dividends payable approximates their fair value due to their short-term nature.

The fair values of the Company’s remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below:

		March 31, 2023				December 31, 2022
(In thousands)	Level	Carrying Value		Fair Value		Carrying Value		Fair Value
Gross mortgage notes payable and mortgage premiums and discounts, net (1)	3	$	1,795,101	$	1,650,370	$	1,841,705	$	1,648,505
Senior Notes	2	$	500,000	$	377,500	$	500,000	$	376,250
Credit Facility (1)	3	$	448,000	$	446,527	$	458,000	$	456,635

________

(1)Subsequent to March 31, 2023, the Company fully repaid three mortgage notes with an aggregate carrying value of $181.8 million and an aggregate fair value of $181.4 million. Additionally, the Company borrowed $191.0 million on its Credit Facility subsequent to March 31, 2023. See Note 15 — Subsequent Events for additional information.

The financial instruments noted above had lower fair values as compared to their respective carrying values as of March 31, 2023 and December 31, 2022 primarily because of increasing interest rates and widening credit spreads since the origination of the financial instruments.

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Mezzanine Equity and Total Equity

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Mezzanine Equity and Total Equity

Mezzanine Equity and Total Equity

Mezzanine Equity

Shares Formerly Subject to Repurchase

During the three months ended March 31, 2022, as part of the CIM Portfolio Acquisition, the Company issued a total of 6,450,107 shares of its Class A common stock to the Seller which had a value of $50.0 million, for accounting purposes, using the stock prices at the respective dates of issuance. The Company was required to register the resale of these shares, which it did in April 2022, and was required to subsequently maintain the effectiveness of that resale registration through the termination of the repurchase right. Otherwise, the Company could have been required to repurchase the securities for $53.4 million. The Seller’s repurchase right terminated on August 25, 2022 (six months following the date of the final issuance). Accordingly, during the three months ended September 30, 2022, these securities were reclassified from mezzanine equity to permanent equity.

The number of shares issued at the applicable closing was based on the value of the shares or units that were issuable at such closing divided by the per-share volume weighted average price of the Company’s Class A common stock measured over a five-day consecutive trading period immediately preceding (but not including) the date on which written notice for the closing was delivered, indicating the seller’s election to receive either shares or units, to the OP (the price of which was to be limited by a 7.5% collar in either direction from the per share volume weighted-average price of the Company’s Class A common stock measured over a ten-day consecutive trading period immediately preceding (but not including) the effective date of the purchase and sale agreement), which was $8.34 per share. The Company had concluded that as of December 31, 2021, this arrangement constituted an embedded derivative which required separate accounting. The initial value of the embedded derivative was an asset upon the signing of the purchase and sale agreement of $1.7 million, and was a liability of $2.3 million as of December 31, 2021. The shares were issued in two closings in the three months ending March 31, 2022 at contract prices within the collar. Accordingly, the value of the embedded derivative was considered to be zero immediately prior to closing. During the three months ended March 31, 2022, the Company reduced the prior liability at December 31, 2021 to zero at closing and recorded a gain on non-designated derivatives of $2.3 million in the consolidated statements of operations.

Total Equity

Common Stock

As of both March 31, 2023 and December 31, 2022, the Company had 134.2 million shares, of Class A common stock outstanding including restricted shares of Class A common stock (“restricted shares”) and excluding LTIP Units. LTIP Units may ultimately be convertible into shares of Class A common stock in the future if certain conditions are met.

Distribution Reinvestment Plan

Effective on the listing of the Company’s Class A common stock on the Nasdaq Global Select Market (the “Nasdaq”) on July 19, 2018 (the “Listing Date”), an amendment and restatement of the then effective distribution reinvestment plan approved by the Company’s board of directors became effective (the “DRIP”). The DRIP allows stockholders who have elected to participate in the DRIP to have dividends payable with respect to all or a portion of their shares of Class A common stock reinvested in additional shares of Class A common stock. Shares issued pursuant to the DRIP represent shares that are, at the election of the Company, either (i) acquired directly from the Company, which would issue new shares, at a price based on the average of the high and low sales prices of Class A common stock on Nasdaq on the date of reinvestment, or (ii) acquired through open market purchases by the plan administrator at a price based on the weighted-average of the actual prices paid for all of the shares of Class A common stock purchased by the plan administrator with all participants’ reinvested dividends for the related quarter, less a per share processing fee.

Shares issued pursuant to the DRIP are recorded within stockholders’ equity in the accompanying consolidated balance sheets in the period dividends are declared. During the three months ended March 31, 2023 and 2022, all shares acquired by participants pursuant to the DRIP were acquired through open market purchases by the plan administrator and not acquired directly from the Company.

ATM Program — Class A Common Stock

In May 2019, the Company established an “at the market” equity offering program for its Class A common stock (the “Class A Common Stock ATM Program”), which was last updated in August 2022, pursuant to which the Company may from time to time, offer, issue and sell to the public up to $450.0 million in shares of Class A common stock, through sales agents. As of March 31, 2023, $254.0 million of issuable value remains available under the Class A Common Stock ATM Program.

The Company did not sell any shares of Class A common stock through its Class A Common Stock ATM Program during the three months ended March 31, 2023.

The Company sold 2,761,711 shares of Class A common stock through its Class A Common Stock ATM Program during the three months ended March 31, 2022, which generated $24.9 million of gross proceeds, and net proceeds of $24.5 million after commissions, fees and other offering costs incurred of $0.4 million.

Preferred Stock

The Company is authorized to issue up to 50,000,000 shares of preferred stock, of which it has classified and designated 12,796,000 as authorized shares of its Series A Preferred Stock, 120,000 as authorized shares of its Series B Preferred Stock, $0.01 par value per share (“Series B Preferred Stock”) and 11,536,000 as authorized shares of its Series C Preferred Stock as of March 31, 2023.

•The Company had 7,933,711 shares of its Series A Preferred Stock issued and outstanding as of both March 31, 2023 and December 31, 2022.

•No shares of Series B Preferred Stock were issued or outstanding as of March 31, 2023 or December 31, 2022.

•The Company had 4,595,175 shares of its Series C Preferred Stock issued and outstanding as of both March 31, 2023 and December 31, 2022.

ATM Program — Series A Preferred Stock

In May 2019, the Company established an “at the market” equity offering program for its Series A Preferred Stock (the “Series A Preferred Stock ATM Program”), which was last updated in August 2021, pursuant to which the Company may, from time to time, offer, issue and sell to the public, through sales agents, shares of the Series A Preferred Stock having an aggregate offering price of up to $200.0 million.

The Company did not sell any shares of its Series A Preferred Stock under the Series A Preferred Stock ATM Program during the three months ended March 31, 2023 or 2022.

ATM Program — Series C Preferred Stock

In January 2021, the Company established an “at the market” equity offering program for its Series C Preferred Stock (the “Series C Preferred Stock ATM Program”), which was last updated in August 2021, pursuant to which the Company may, from time to time, offer, issue and sell to the public, through sales agents, shares of the Series C Preferred Stock having an aggregate offering price of up to $200.0 million.

The Company did not sell any shares of its Series C Preferred Stock under the Series C Preferred Stock ATM Program during the three months ended March 31, 2023 or 2022.

Stockholder Rights Plan

In April 2020, the Company announced that its board of directors approved a stockholder rights plan (the “Plan”) to protect the long-term interests of the Company. The Company adopted the Plan due to the substantial volatility in the trading of the Company’s Class A common stock that resulted from the COVID-19 pandemic. The adoption of the Plan is intended to allow the Company to realize the long-term value of the Company’s assets by protecting the Company from the actions of third parties that the Company’s board of directors determines are not in the best interest of the Company. The Company’s Plan is designed to reduce the likelihood that any person or group (including a group of persons that are acting in concert with each other) would gain control of the Company through open market accumulation of stock by imposing significant penalties upon any person or group that acquires 4.9% or more of the outstanding shares of Class A common stock without the approval of the Company’s board of directors. In connection with the adoption of the Plan, the Company’s board of directors authorized a dividend of one preferred share purchase right for each outstanding share of Class A common stock to stockholders of record on April 23, 2020 to purchase from the Company one one-thousandth of a share of Series B Preferred Stock for an exercise price of $35.00 per one-thousandth of a share, once the rights become exercisable, subject to adjustment as provided in the related rights agreement. By the terms of the Plan, the rights will initially trade with Class A common stock and will generally only become exercisable on the 10th business day after the Company’s board of directors becomes aware that a person or entity has become the owner of 4.9% or more of the shares of Class A common stock or the commencement of a tender or exchange offer which would result in the offeror becoming an owner of 4.9% or more of the Class A common stock. In February 2021, the expiration date of these rights was extended to April 12, 2024 unless earlier exercised, exchanged, amended, redeemed or terminated.

Non-Controlling Interest

Non-controlling interests resulted from the issuance of 172,921 OP Units to an external party in conjunction with the Merger with American Realty Capital-Retail Centers of America, Inc. (“RCA”) in February 2017 (the “Merger”) and were originally recognized at fair value as of the effective time of the Merger on February 16, 2017.

In addition, under the 2021 OPP, the OP issued LTIP Units, which are also reflected as part of non-controlling interest. See Note 12 — Equity Based Compensation - Multi-Year Outperformance Agreement for more information regarding the LTIP Units and related accounting.

As of March 31, 2023 and December 31, 2022, non-controlling interest was comprised of the following components:

(In thousands)	March 31, 2023		December 31, 2022
Non-controlling interest attributable to LTIP Units	$	24,248	$	21,072
Non-controlling interest attributable to Class A Units	1,541		1,565
Total non-controlling interest	$	25,789	$	22,637

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Lessee Arrangements - Ground Leases

The Company is a lessee in ground lease agreements for seven of its properties. The ground leases have lease durations, including assumed renewals, ranging from 14.8 years to 32.4 years as of March 31, 2023. The classification of these leases were grandfathered in by adoption of ASU 842, whereby they will continue to be classified as operating leases unless modified.

As of March 31, 2023, the Company’s balance sheet includes operating lease right-of-use assets and operating lease liabilities of $17.7 million and $19.1 million, respectively. In determining operating ROU assets and lease liabilities for the Company’s existing operating leases upon the initial adoption of the new lease guidance in 2019, as well as for new operating leases entered into after adoption, the Company estimated an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases. Because the terms of the Company’s ground leases are significantly longer than the terms of borrowings available to the Company on a fully-collateralized basis, the Company’s estimate of this rate required significant judgment. The Company did not enter into any additional ground leases during the three months ended March 31, 2023.

The Company’s operating ground leases have a weighted-average remaining lease term, including assumed renewals, of 25.9 years and a weighted-average discount rate of 7.5% as of March 31, 2023. For the three months ended March 31, 2023 and 2022, the Company paid cash of $0.4 million and $0.3 million, respectively, for amounts included in the measurement of lease liabilities and recorded expense of $0.5 million and $0.5 million, respectively. The lease expense is recorded on a straight-line basis in property operating expenses in the consolidated statements of operations.

The following table reflects the base cash rental payments due from the Company as of March 31, 2023:

(In thousands)	Future Base Rent Payments
2023 (remainder)	$	1,196
2024	1,560
2025	1,598
2026	1,628
2027	1,647
Thereafter	41,083
Total lease payments	48,712
Less: Effects of discounting	(29,602)
Total present value of lease payments	$	19,110

Litigation and Regulatory Matters

Merger Litigation

On October 26, 2018, Terry Hibbard, a purported stockholder of the Company, filed a putative class action complaint in New York State Supreme Court, New York County, against the Company, AR Global, the Advisor, both individuals who previously served as the Company’s chief executive officer and chair of the board of directors (the “Former Chairmen”), the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger (the “Hibbard Action”). All of the directors immediately prior to the Merger, except for David Gong, served as directors of the Company. The complaint alleged that the registration statement pursuant to which RCA shareholders acquired shares of the Company during the Merger contained materially incomplete and misleading information. The complaint asserted violations of Section 11 of the Securities Act of 1933, as amended (the “Securities Act”) against the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger, violations of Section 12(a)(2) of the Securities Act against the Company and the Company’s current chief executive officer, president and chair of the board of directors, and control person liability against the Advisor, AR Global and the Former Chairmen under Section 15 of the Securities Act. The complaint sought unspecified damages and rescission of the Company’s sale of stock pursuant to the registration statement.

On March 6, 2019, Susan Bracken, Michael P. Miller and Jamie Beckett, purported stockholders of the Company, filed a putative class action complaint in New York State Supreme Court, New York County, on behalf of themselves and others who purchased shares of common stock through the Company’s then effective distribution reinvestment plan, against the Company, AR Global, the Advisor, the Former Chairmen, the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger. The allegations, causes of action and remedies sought were similar to those in the Hibbard Action.

On April 30, 2019, Lynda Callaway, a purported stockholder of the Company, filed a putative class action complaint in New York State Supreme Court, New York County, against the Company, AR Global, the Advisor, the Former Chairmen, the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger. The allegations, causes of action and remedies sought were similar to those in the Hibbard Action.

On July 11, 2019, the New York State Supreme Court issued an order consolidating the three above-mentioned cases: Terry Hibbard, Bracken, and Callaway (the “Consolidated Cases”). The Court also stayed the Consolidated Cases pending a decision on the motions to dismiss in an action involving similar claims pending in the United States District Court for the Southern District of New York. Following the federal court’s decision dismissing that action on October 31, 2019, the plaintiffs filed an amended consolidated class action complaint in the Consolidated Cases seeking substantially similar remedies from the same defendants. The Company moved to dismiss the amended consolidated complaint on December 16, 2019. After the parties completed briefing on this motion, the United States Court of Appeals for the Second Circuit issued its decision affirming dismissal of the federal action. The plaintiffs moved to amend their complaint, purportedly to limit it to claims still viable in spite of the results of the federal action. The proposed second amended complaint no longer contains direct claims against the Company. Instead, the plaintiffs seek to pursue state law claims derivatively against the Advisor, AR Global, the Company’s initial chief executive officer and chair of the board of directors, the Company’s current directors and David Gong, a former director, with the Company as a nominal defendant. On December 20, 2021, the Court denied the plaintiffs’ motion to amend and dismissed the litigation. On January 26, 2022, the plaintiffs filed a notice of appeal from the Court’s decision. In a decision and order entered on March 9, 2023, the Supreme Court of the State of New York, Appellate Division, First Department, affirmed the dismissal of the complaint.

During the three months ended March 31, 2023, the Company incurred $0.1 million in litigation costs related to the above matters. No such amounts were incurred in the three months ended March 31, 2022. A portion of these litigation costs were subject to a claim for reimbursement under the insurance policies maintained by the Company (the “Policies”). There were no such reimbursements recorded during the three months ended March 31, 2023 or 2022. The Policies were subject to other claims that had priority over the Company’s claim for reimbursement, and have been exhausted.

Blackwells Litigation

On December 19, 2022, the Company filed a complaint against Blackwells Capital LLC (“Blackwells Capital”), an affiliate of Blackwells Onshore (together with Blackwells Capital, “Blackwells”), and certain others involved with Blackwells’ proxy solicitation (collectively the “Defendants”), captioned Global Net Lease, Inc. v. Blackwells Capital LLC, et al., No. 1:22-cv-10702 (Dec. 19, 2022), in the United States District Court for the Southern District of New York. The complaint alleges that Blackwells and the other Defendants violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by omitting or misstating material information in materials filed by the Defendants. The complaint seeks, among other things, to (i) declare that the proxy materials filed by Blackwells violate Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, (ii) order Blackwells and the other Defendants to publicly correct their material misstatements or omissions, (iii) enjoin Blackwells and the other Defendants from publishing any soliciting materials until each of them files corrective statements to address the material misstatements or omissions, and (iv) preliminarily and permanently enjoin Blackwells and the other Defendants from committing any further violations of federal securities law.

In addition, on December 19, 2022, Blackwells Onshore filed a complaint against the Company and another defendant captioned Blackwells Onshore I LLC v. Global Net Lease, Inc., et al., No. 24C22005195, in the Circuit Court of Maryland for Baltimore City. The complaint alleges that the Company committed a breach of contract and violated its duties under Maryland law by rejecting the purported nomination of two persons to the Company’s board proposed by Blackwells and various proposals which Blackwells seeks to have considered at the Company’s 2023 annual meeting of stockholders. The complaint seeks, among other things, (i) to enjoin the Company from interpreting its bylaws in a fashion that would preclude Blackwells Onshore from nominating two candidates for election to the Company’s board, (ii) to declare that the Company’s bylaws do not preclude Blackwells Onshore’s nominees or business proposals, (iii) to declare the previously announced Second Amendment to the Company’s bylaws void and unenforceable, (iv) to enjoin the Company from taking any steps to reject the nominations made by Blackwells Onshore and require the Company to count votes cast in favor of any of the persons nominated by

Blackwells Onshore, and (v) unspecified damages for purported breach of the bylaws. The Company intends to vigorously defend against the claims.

On March 10, 2023, the Company filed a motion for a preliminary injunction seeking to enjoin Defendants from publishing any soliciting materials, or soliciting until they file corrective statements; and enjoining them from making false statements about the absence of any joint venture between Blackwells and Related. The Court denied the preliminary injunction motion on May 3, 2023. On May 4, 2023, the Company filed a notice of appeal with the Court of Appeals for the Second Circuit.

On April 21, Blackwells filed a motion in the Circuit Court of Maryland for Baltimore City for a preliminary injunction seeking to enjoin the Company from, among other things, (i) refusing to count votes in favor of Blackwells nominees; (ii) refusing to seat Blackwells’ nominees should they be elected; and (iii) communicating that Blackwells’ nominees are invalid or otherwise improperly nominated. The Company has filed its opposition to the preliminary injunction motion. The Court has not yet set a date for a hearing.

Other Litigation

There are no other material legal or regulatory proceedings pending or known to be contemplated against the Company.

Environmental Matters

In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company maintains environmental insurance for its properties that provides coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. As of March 31, 2023, the Company had not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on its financial position or results of operations.

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Related Party Transactions and Arrangements

3 Months Ended

Mar. 31, 2023

Related Party Transactions [Abstract]

Related Party Transactions and Arrangements

Related Party Transactions and Arrangements

Fees and Participations Incurred in Connection with the Operations of the Company

Summary of Advisory Agreement

The initial term of the Advisory Agreement expires on April 29, 2035. This term is automatically renewed for successive 20-year terms upon expiration unless the Advisory Agreement is terminated (1) in accordance with an Internalization (as defined below), (2) by the Company or the Advisor with cause, without penalty, with 60 days’ notice, (3) by the Advisor for (a) a failure to obtain a satisfactory agreement for any successor to the Company to assume and agree to perform obligations under the Advisory Agreement or (b) any material breach of the Advisory Agreement of any nature whatsoever by the Company, or (4) by the Advisor in connection with a change of control of the Company. Upon the termination of the Advisory Agreement, the Advisor will be entitled to receive from the Company all amounts due to the Advisor, as well as the then-present fair market value of the Advisor’s interest in the Company.

The Advisory Agreement grants the Company the right to internalize the services provided under the Advisory Agreement (“Internalization”) and to terminate the Advisory Agreement pursuant to a notice received by the Advisor as long as (i) more than 67% of the Company’s independent directors have approved the Internalization; and (ii) the Company pays the Advisor an Internalization fee equal to (1) $15.0 million plus (2) either (x) if the Internalization occurs on or before December 31, 2028, the Subject Fees (as defined below) multiplied by 4.5 or (y) if the Internalization occurs on or after January 1, 2029, the Subject Fees multiplied by 3.5 plus (3) 1.0% multiplied by (x) the purchase price of properties or other investments acquired after the end of the fiscal quarter in which the notice of Internalization is received by the Advisor and prior to the Internalization and (y) without duplication, the cumulative net proceeds of any equity raised by the Company during the period following the end of the fiscal quarter in which notice is received and the Internalization. The “Subject Fees” are equal to (i) the product of four multiplied by the sum of (A) the actual base management fee (including both the fixed and variable portion thereof) plus (B) the actual variable management fee, in each of clauses (A) and (B), payable for the fiscal quarter in which the notice of Internalization is received by the Advisor, plus, (ii) without duplication, the annual increase in the base management fee resulting from the cumulative net proceeds of any equity raised in respect of the fiscal quarter in which the notice of Internalization is received by the Advisor. Up to 10% of the Internalization fee may be payable in shares of Class A common stock subject to certain conditions.

In-Sourced Expenses

The Advisor is reimbursed for costs it incurs in providing investment-related services, or “in-sourced expenses.” These in-sourced expenses may not exceed 0.5% of the contract purchase price of each acquired property or 0.5% of the amount

advanced for a loan or other investment. Additionally, the Company has paid and may continue to pay third party acquisition expenses. The aggregate amount of acquisition expenses, including in-sourced expenses, may not exceed 4.5% of the contract purchase price of the Company’s portfolio or 4.5% of the amount advanced for all loans or other investments and this threshold has not been exceeded through March 31, 2023.

The Company did not incur any acquisition expenses and related cost reimbursements for the three months ended March 31, 2023 and incurred $0.2 million of acquisition expenses and related cost reimbursements for the three months ended March 31, 2022.

Asset Management Fees and Incentive Management Fees

The Company pays the Advisor a base management fee, which includes a fixed and variable portion, and, if certain performance thresholds are met, an incentive variable management fee. Under the Advisory Agreement, the fixed portion of the base management fee is $24.0 million annually. If the Company acquires (whether by merger, consolidation or otherwise) any other REIT, that is advised by an entity that is wholly-owned, directly or indirectly, by AR Global, other than any joint venture, (a “Specified Transaction”), the fixed portion of the base management fee will be increased by an amount equal to the consideration paid for the acquired company’s equity multiplied by 0.0031 for the first year following the Specified Transaction, 0.0047 for the second year and 0.0062 thereafter. The variable portion of the base management fee is a monthly fee equal to one-twelfth of 1.25% of the cumulative net proceeds of any equity raised by the Company and its subsidiaries from and after the initial effective date of the Advisory Agreement on February 16, 2017. Base management fees, including the variable portion, are included in asset management fees to related party on the consolidated statements of operations. The Company incurred $8.0 million and $7.8 million during the three months ended March 31, 2023 and 2022, respectively, in asset management fees (including both the fixed and variable portion) and incentive management fees.

In addition, under the Advisory Agreement, the Company is required to pay the Advisor an incentive management fee equal to the product of (1) the fully diluted shares of common stock outstanding multiplied by (2) (x) 15.0% of the applicable quarter’s Core Earnings (as defined below) per share in excess of $0.275 per share plus (y) 10.0% of the applicable quarter’s Core Earnings per share in excess of $0.3125 per share, in each case as adjusted for changes in the number of shares of common stock outstanding. The definition of Adjusted Outstanding Shares (as defined in the Advisory Agreement), which is used to calculate Core Earnings per share, is based on the Company’s reported diluted weighted-average shares outstanding.

Core Earnings is defined as, for the applicable period, net income or loss computed in accordance with GAAP excluding non-cash equity compensation expense, the incentive management fee, acquisition and transaction related fees and expenses, financing related fees and expenses, depreciation and amortization, realized gains and losses on the sale of assets, any unrealized gains or losses or other non-cash items recorded in net income or loss for the applicable period, regardless of whether such items are included in other comprehensive loss, or in net income, one-time events pursuant to changes in GAAP and certain non-cash charges, impairment losses on real estate related investments and other than temporary impairments of securities, amortization of deferred financing costs, amortization of tenant inducements, amortization of straight-line rent, amortization of market lease intangibles, provision for loss loans, and other non-recurring revenue and expenses (in each case after discussions between the Advisor and the independent directors and the approval of a majority of the independent directors). The incentive management fee is payable to the Advisor or its assignees in cash or shares, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor and the value of any share to be determined by the Advisor acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. The Company did not incur any incentive management fees for the three months ended March 31, 2023 and 2022.

Property Management Fees

The Company has a property management agreement (the “Multi-Tenant Property Management Agreement”), a leasing agreement (the “Multi-Tenant Leasing Agreement”) and a net lease property management and leasing agreement (the “Net Lease Property Management Agreement”) with the Property Manager. The Multi-Tenant Property Management Agreement, the Multi-Tenant Leasing Agreement and the Net Lease Property Management Agreement each became effective on February 16, 2017. In connection with the Net Lease Mortgage Notes, the Issuers have entered into the Property Management and Servicing Agreement (as amended from time to time, the “ABS Property Management Agreement”), with the Property Manager, KeyBank National Association (“KeyBank”), as back-up property manager, and Citibank, N.A. as indenture trustee. See Note 4— Mortgage Notes Payable, Net for additional information regarding the Notes.

The Multi-Tenant Property Management Agreement provides that, unless a property is subject to a separate property management agreement with the Property Manager, the Property Manager is the sole and exclusive property manager for the Company’s multi-tenant properties, which are generally anchored, retail properties, such as power centers and lifestyle centers.

In December 2017, in connection with a $210.0 million mortgage loan secured by 12 of the Company’s retail properties, the Company entered into 12 identical property management agreements with the Property Manager, the substantive terms of which are substantially identical to the terms of the Multi-Tenant Property Management Agreement, except they do not provide for the transition fees described below.

The Multi-Tenant Property Management Agreement entitles the Property Manager to a management fee equal to 4.0% of the gross rental receipts from the multi-tenant properties, including common area maintenance reimbursements, tax and insurance reimbursements, percentage rental payments, utility reimbursements, late fees, vending machine collections, service charges, rental interruption insurance, and a 15.0% administrative charge for common area expenses.

In addition, the Property Manager is entitled to a one-time transition fee of up to $2,500 for each multi-tenant property managed, a construction fee equal to 6.0% of construction costs incurred, if any, and reimbursement of all expenses specifically related to the operation of a multi-tenant property, including compensation and benefits of property management, accounting, lease administration, executive and supervisory personnel of the Property Manager, and excluding expenses of the Property Manager’s corporate and general management office and excluding compensation and other expenses applicable to time spent on matters other than the multi-tenant properties.

Pursuant to the Multi-Tenant Leasing Agreement, the Company may, under certain circumstances and subject to certain conditions, pay the Property Manager a leasing fee for services in leasing multi-tenant properties to third parties.

The Company’s double- and triple-net leased single-tenant properties are managed by the Property Manager pursuant to the Net Lease Property Management Agreement, unless they are subject to a separate agreement with the Property Manager. The Net Lease Property Management Agreement permits the Property Manager to subcontract its duties to third parties and provides that the Company is responsible for all costs and expenses of managing the properties, except for general overhead and administrative expenses of the Property Manager.

In July 2020, in connection with the loan agreement with Column Financial, Inc., all but one of the Company’s borrower subsidiaries entered into a new property management and leasing agreement with the Property Manager with respect to all but one of the mortgaged properties, all of which are double- and triple-net leased single-tenant properties. The Company’s other double- and triple-net leased single-tenant properties, including the one mortgaged property excluded from the new property management and leasing agreement, are managed by the Property Manager pursuant to the Net Lease Property Management Agreement. The new property management and leasing agreement is identical to the Net Lease Property Management Agreement, except that the new property management and leasing agreement does not permit the Property Manager to subcontract its duties to third parties.

The initial term of the Net Lease Property Management Agreement ended on October 1, 2021, and has been and will be automatically renewed for successive one-year terms unless terminated 60 days prior to the end of a term or terminated for cause. The Multi-Tenant Property Management Agreement and the Multi-Tenant Leasing Agreement each expire on the later of (i) November 4, 2025 and (ii) the termination date of the Advisory Agreement. These agreements with the Property Manager may only be terminated for cause prior to the end of the term.

Additionally, during the second quarter of 2022, certain subsidiaries of the OP each entered into a property management agreement with the Property Manager in connection with debt assumptions related to the acquisition of the properties of the CIM Portfolio Acquisition. Each property management agreement entitles the Property Manager to a management fee equal to 4.0% of the gross rental receipts from the properties, including common area maintenance reimbursements, tax and insurance reimbursements, percentage rental payments, utility reimbursements, late fees, vending machine collections, service charges, rental interruption insurance, and a 15.0% administrative charge for common area expenses. In addition, under these property management agreements, the Property Manager is entitled to a construction fee equal to 6.0% of construction costs incurred, if any, and reimbursement of all expenses specifically related to the operation of a multi-tenant property, including compensation and benefits of property management, accounting, lease administration, executive and supervisory personnel of the Property Manager, and excluding expenses of the Property Manager’s corporate and general management office and excluding compensation and other expenses applicable to time spent on matters other than the properties.

Property Management and Services Agreement - Net Lease Mortgage Notes

Under the ABS Property Management Agreement, the Property Manager is responsible for servicing and administering the properties and leases securing the Net Lease Mortgage Notes under ordinary and special circumstances, and KeyBank, as the back-up property manager, is responsible for, among other things, maintaining current servicing records and systems for the assets securing the Net Lease Mortgage Notes in order to enable it to assume the responsibilities of the Property Manager in the

event the Property Manager is no longer the property manager and special servicer. Pursuant to the ABS Property Management Agreement, the Property Manager may also be required to advance principal and interest payments on the Net Lease Mortgage Notes to preserve and protect the value of the applicable assets. The Issuers are required to reimburse any of these payments or advances.

Pursuant to the ABS Property Management Agreement, as amended and restated in connection with the issuance of the 2021 Net Lease Mortgage Notes in June 2021, for all properties that are not specially serviced, the Issuers are required to pay the Property Manager a monthly fee equal to the product of (i) one-twelfth of 0.25% and (ii) the lower of (a) the aggregate allocated loan amounts and (b) the aggregate collateral value of the properties that are a part of the collateral pool. Prior to the amendment and restatement of the ABS Property Management Agreement, for all properties that were not specially serviced, the Issuers were required to pay the Property Manager a monthly fee equal to the product of (i) one-twelfth of 0.25%, and (ii) the aggregate allocated loan amounts of all the properties that serve as part of the collateral for the Net Lease Mortgage Notes. With respect to the specially serviced properties, the Property Manager is entitled to receive a workout fee or liquidation fee under certain circumstances based on 0.50% of applicable amounts recovered, as well as a monthly fee equal to the product of (i) one-twelfth of 0.75% and (ii) the lower of (a) the aggregate allocated loan amounts and (b) the aggregate collateral value of all the specially serviced properties that are part of the collateral pool. Prior to the amendment and restatement of the ABS Property Management Agreement, the monthly fee for specially serviced properties was equal to the product of (i) one-twelfth of 0.75%, and (ii) the aggregate allocated loan amounts of all the specially serviced properties that serve as part of the collateral pool for the Net Lease Mortgage Notes. The Property Manager has retained KeyBank as a sub-manager pursuant to a separate sub-management agreement pursuant to which KeyBank provides certain services that the Property Manager is required to provide as property manager under the ABS Property Management Agreement. Under the ABS Property Management Agreement, the Property Manager has agreed to waive (i) the portion of the monthly fee related to the properties that are not specially serviced that is in excess of the amount to be paid to KeyBank as sub-manager pursuant to the sub-management agreement, (ii) the workout fee, (iii) the liquidation fee and (iv) the monthly fee related to the properties that are specially serviced, although the Property Manager retains the right to revoke these waivers at any time. The Property Manager is also entitled to receive additional servicing compensation related to certain fees and penalties under the leases it is responsible for under the ABS Property Management Agreement.

The services provided by the Property Manager with respect to the double- and triple-net leased single-tenant properties in the collateral pool and related property management fees are separate and independent from the property management services the Property Manager has provided and will continue to provide with respect to those properties pursuant to the Net Lease Property Management Agreement.

Professional Fees and Other Reimbursements

The Company reimburses the Advisor’s costs of providing administrative services, including among other things, reasonable allocation of salaries and wages, benefits and overhead of employees of the Advisor or its affiliates, except for costs to the extent that the employees perform services for which the Advisor receives a separate fee. The reimbursement includes reasonable overhead expenses, including the reimbursement of an allocated portion of rent expense at certain properties that are both occupied by employees of the Advisor or its affiliates and owned by affiliates of the Advisor.

These reimbursements are included as part of Professional fees and other reimbursements in the table below and in general and administrative expense in the consolidated statements of operations. During the three months ended March 31, 2023 and 2022, the Company incurred $3.6 million and $2.7 million, respectively, (which includes $1.0 million and $0.5 million, respectively, of compensation and overhead costs related to the Multi-Tenant Property Management Agreement which is not subject to the Capped Reimbursement Amount under the Advisory Agreement, discussed below) of reimbursement expenses to the Advisor for providing administrative services.

Under the Advisory Agreement, the Company is required to reimburse the Advisor for a portion of the salary, wages, and benefits paid to the Company’s chief financial officer as part of the aggregate reimbursement for salaries, wages and benefits of employees of the Advisor or its affiliates, excluding any executive officer who is also a partner, member or equity owner of AR Global and subject to a limit on certain limitations.

The aggregate amount that may be reimbursed under the Advisory Agreement in each fiscal year for salaries, wages and benefits (excluding overhead) of employees of the Advisor or its affiliates (the “Capped Reimbursement Amount”) for each fiscal year is subject to a limit that is equal to the greater of: (a) a fixed component (the “Fixed Component”); and (b) a variable component (the “Variable Component”).

Both the Fixed Component and the Variable Component increase by an annual cost of living adjustment equal to the greater of (x) 3.0% and (y) the CPI (as defined in the Advisory Agreement) for the prior year ended December 31. Initially, for the year ended December 31, 2019: (a) the annual Fixed Component was equal to $7.0 million; and (b) the Variable Component was equal to: (i) the sum of the total real estate investments, at cost as recorded on the balance sheet dated as of the last day of each fiscal quarter (the “Real Estate Cost”) in the year divided by four, which amount is then (ii) multiplied by 0.20%. As of March 31, 2023 and December 31, 2022, the annual Fixed Component was $8.1 million and $7.7 million, respectively.

If the Company sells real estate investments aggregating an amount equal to or more than 25% of Real Estate Cost in one or a series of related dispositions in which the proceeds of the disposition(s) are not reinvested in Investments (as defined in the Advisory Agreement), then within 12 months following the disposition(s), the Advisory Agreement requires the Advisor and the Company to negotiate in good faith to reset the Fixed Component; provided that if the proceeds of the disposition(s) are paid to stockholders of the Company as a special distribution or used to repay loans with no intent of subsequently refinancing and reinvesting the proceeds thereof in Investments, the Advisory Agreement requires these negotiations within 90 days thereof, in each case taking into account reasonable projections of reimbursable costs in light of the reduced assets of the Company.

Summary of Fees, Expenses and Related Payables

The following table details amounts incurred and payable to related parties in connection with the operations-related services described above as of and for the periods presented:

	Three Months Ended March 31,				Payable (Receivable) as of
(In thousands)	2023		2022		March 31, 2023		December 31, 2022
Non-recurring fees and reimbursements:
Acquisition cost reimbursements (1)	$	—	$	203	$	—	$	9
Ongoing fees:
Asset management fees to related party (2)	7,956		7,826		—		—
Property management and leasing fees (3)	4,545		1,914		1,441		1,302
Professional fees and other reimbursements (4)	4,118		3,294		125		527
Total related party operating fees and reimbursements	$	16,619	$	13,237	$	1,566	$	1,838

______

(1)Amounts included in acquisition and transaction related expenses in the consolidated statements of operations.

(2)There were no incentive management fees earned in these periods.

(3)Amounts included in property operating expenses in the consolidated statements of operations, with the exception of approximately $1.6 million and $0.3 million of leasing fees incurred in the three months ended March 31, 2023 and 2022, respectively, which were capitalized and are included in deferred costs, net in the consolidated balance sheets. A portion of leasing fees are ultimately paid to a third party. Property management fees increased significantly throughout the year ended December 31, 2022, related to fees on the CIM Portfolio Acquisition for each property acquired.

(4)Amounts included in general and administrative expense in the consolidated statements of operations. Includes amounts for directors’ and officers’ insurance.

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Economic Dependency

3 Months Ended

Mar. 31, 2023

Economic Dependency [Abstract]

Economic Dependency

Economic Dependency

Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting and legal services, human resources and information technology.

As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.

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Equity-Based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Equity-Based Compensation

Equity-Based Compensation

Equity Plans

2018 Equity Plan

Effective at the Listing, the Company’s board of directors adopted an equity plan for the Advisor (the “Advisor Plan”) and an equity plan for individuals (the “Individual Plan” and together with the Advisor Plan, the “2018 Equity Plan”). The Advisor Plan is substantially similar to the Individual Plan, except with respect to the eligible participants. Under the Individual Plan, the Company may only make awards to its directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. By contrast, under the Advisor Plan the Company may only make awards to the Advisor.

The 2018 Equity Plan succeeded and replaced the existing employee and director restricted share plan (the “RSP”). Following the effectiveness of the 2018 Equity Plan at the Listing, no further awards will be issued under the RSP; provided, however, that any outstanding awards under the RSP, such as unvested restricted shares held by the Company’s independent directors, remained outstanding in accordance with their terms and the terms of the RSP until all those awards are vested, forfeited, canceled, expired or otherwise terminated in accordance with their terms. The Company accounts for forfeitures when they occur. The 2018 Equity Plan permits awards of restricted shares, restricted stock units (“RSUs”), options, stock appreciation rights, stock awards, LTIP Units and other equity awards. The 2018 Equity Plan has a term of 10 years, expiring on July 19, 2028. Identical to the RSP, the number of shares of the Company’s capital stock available for awards under the 2018 Equity Plan, in the aggregate, is equal to 10.0% of the Company’s outstanding shares of common stock on a fully diluted basis at any time. Shares subject to awards under the Individual Plan reduce the number of shares available for awards under the Advisor Plan on a one-for-one basis and vice versa. If any awards granted under the 2018 Equity Plan are forfeited for any reason, the number of forfeited shares is again available for purposes of granting awards under the 2018 Equity Plan.

Restricted Shares

Restricted shares are shares of common stock awarded under terms that provide for vesting over a specified period of time. Holders of restricted shares may receive non-forfeitable cash dividends prior to the time that the restrictions on the restricted shares have lapsed. Any dividends to holders of restricted shares payable in shares of common stock are subject to the same restrictions as the underlying restricted shares. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested.

Prior to June 30, 2020, the Company only granted restricted shares to the Company’s directors. Since then, the Company has granted restricted shares to employees of the Advisor or its affiliates who are involved in providing services to the Company, including the Company’s chief financial officer, and certain consultants to the Company and the Advisor or its affiliates. No awards may be made to anyone who is also a partner, member or equity owner of the parent of the Advisor. No restricted shares were granted by the Company in the three months ended March 31, 2023.

The restricted shares granted to the Company’s directors vest on a straight-line basis over periods of one year to five years from the date of grant and provide for accelerated vesting of the portion of the unvested restricted shares scheduled to vest in the year of the recipient’s termination of his or her position as a director of the Company due to a voluntary resignation or failure to be re-elected to the Company’s board of directors following nomination therefor. All unvested restricted shares held by the Company’s directors also vest in the event of a Change of Control (as defined in the RSP or the Individual Plan) or a termination of a directorship without cause or as a result of death or disability.

The restricted shares granted to employees of the Advisor or its affiliates vest in 25% increments on each of the first four anniversaries of the grant date. Except in connection with a change in control (as defined in the award agreement) of the Company, any unvested restricted shares will be forfeited if the holder’s employment with the Advisor terminates for any reason. Upon a change in control of the Company, 50% of the unvested restricted shares will immediately vest and the remaining unvested restricted shares will be forfeited.

The following table reflects the activity of restricted shares for the three months ended March 31, 2023:

	Number of Shares of Common Stock	Weighted-Average Grant Price
Unvested, December 31, 2022	508,677	$	7.93
Granted	—	—
Vested	—	—
Forfeited	—	—
Unvested, March 31, 2023	508,677	$	7.93

As of March 31, 2023, the Company had $2.2 million of unrecognized compensation cost related to unvested restricted share awards granted, which is expected to be recognized over a weighted-average period of 2.7 years.

The fair value of restricted shares are expensed in accordance with the service period required. Compensation expense related to restricted shares is included in equity-based compensation on the accompanying consolidated statements of operations. Compensation expense related to restricted shares was approximately $0.4 million and $0.3 million for the three months ended March 31, 2023 and 2022, respectively.

Restricted Stock Units

RSUs represent a contingent right to receive shares of common stock at a future settlement date, subject to satisfaction of applicable vesting conditions and other restrictions, as set forth in the RSP and an award agreement evidencing the grant of RSUs. RSUs may not, in general, be sold or otherwise transferred until restrictions are removed and the rights to the shares of common stock have vested. Holders of RSUs do not have or receive any voting rights with respect to the RSUs or any shares underlying any award of RSUs, but such holders are generally credited with dividend or other distribution equivalents which are subject to the same vesting conditions and other restrictions as the underlying RSUs and only paid at the time such RSUs are settled in shares of common stock. The Company has not granted any RSUs, and no unvested RSUs were outstanding for the three months ended March 31, 2023 or 2022.

Multi-Year Outperformance Agreements

2021 OPP

On May 4, 2021, the Company’s independent directors authorized an award of LTIP Units under the 2021 OPP which was entered into on July 21, 2021. Based on a maximum award value of $72.0 million and the Initial Share Price of $8.4419, which was determined on July 20, 2021, the Advisor was granted a total of 8,528,885 LTIP Units pursuant to the 2021 OPP. These LTIP Units may be earned and become vested based on the Company’s total shareholder return (“TSR”), including both share price appreciation and reinvestment of Class A common stock dividends, compared to the Initial Share Price over a performance period commencing on July 20, 2021 and ending on the earliest of (i) July 20, 2024, (ii) the effective date of any Change of Control (as defined in the Advisor Plan) and (iii) the effective date of any termination of the Advisor’s services as the Company’s advisor.

The amortization of the fair value of the LTIP Units that were granted will be recorded evenly over the requisite service period which is approximately 38.5 months from May 4, 2021, the date that the Company’s independent board of directors approved the award of LTIP Units under the 2021 OPP, through July 20, 2024, the end of the performance period.

Compensation Expense - 2021 OPP

During the three months ended March 31, 2023 and 2022, the Company recorded equity-based compensation expense related to the LTIP Units of $3.2 million in each period. These expenses are recorded in equity-based compensation in the unaudited consolidated statements of operations. As of March 31, 2023, the Company had $16.6 million of unrecognized compensation expense related to the LTIP Units awarded under the 2021 OPP which is expected to be recognized over a period of 1.3 years.

LTIP Units Distributions/Redemptions

The rights of the Advisor as the holder of the LTIP Units are governed by the terms of the LTIP Units set forth in the agreement of limited partnership of the OP. Holders of LTIP Units are entitled to distributions on the LTIP Units equal to 10% of the distributions made per Class A Unit (other than distributions of sale proceeds) until the LTIP Units are earned. Distributions paid on a Class A Unit are equal to dividends paid on a share of Class A common stock. Distributions paid on LTIP Units are not subject to forfeiture, even if the LTIP Units are ultimately forfeited. The Advisor is entitled to a priority catch-up distribution on each earned LTIP Unit equal to 90% of the aggregate distributions paid on Class A Units during the applicable performance period. Any LTIP Units that are earned become entitled to receive the same distributions paid on Class A Units. If and when the Advisor’s capital account with respect to an earned LTIP Unit is equal to the capital account balance of a Class A Unit, the Advisor, as the holder of the earned LTIP Unit, in its sole discretion, is entitled to convert the LTIP Unit into a Class A Unit, which may in turn be redeemed on a one-for-one basis for, at the Company’s election, a share of Class A common stock or the cash equivalent thereof.

The Company paid distributions on LTIP Units of $0.2 million for both the three months ended March 31, 2023 and 2022. These amounts are recorded in the Company’s consolidated statements of changes in equity.

Performance Measures

As indicated above, on July 19, 2021, at the end of the performance period, the compensation committee of the Company’s board of directors determined that none of the 4,496,796 LTIP Units under the 2018 OPP had been earned. These LTIP Units were thus automatically forfeited effective as of July 19, 2021, without the payment of any consideration by the Company or the OP.

With respect to one-half of the LTIP Units granted under the 2021 OPP, the number of LTIP Units that become earned (if any) will be determined as of the last day of the performance period based on the Company’s achievement of absolute TSR levels as shown in the table below.

Performance Level	Absolute TSR				Percentage of LTIP Units Earned		Number of LTIP Units Earned
Below Threshold	Less than	18	%		0	%	0
Threshold		18	%		25	%	1,066,110.625
Target		24	%		50	%	2,132,221.250
Maximum		36	%	or higher	100	%	4,264,442.500

If the Company’s absolute TSR is more than 18% but less than 24%, or more than 24% but less than 36%, the number of LTIP Units that become earned is determined using linear interpolation as between those tiers, respectively.

With respect to the remaining one-half of the LTIP Units granted under the 2021 OPP, the number of LTIP Units that become earned (if any) will be determined as of the last day of the performance period based on the difference (expressed in terms of basis points, whether positive or negative, as shown in the table below) between the Company’s absolute TSR on the last day of the performance period relative to the average TSR of a peer group (consisting of Broadstone Net Lease, Inc., Office Properties Income Trust, RPT Realty and Spirit Realty Capital, Inc.) as of the last day of the performance period as follows:

Performance Level	Relative TSR Excess			Percentage of LTIP Units Earned		Number of LTIP Units Earned
Below Threshold	Less than	-600	Basis points	0	%	0
Threshold		-600	Basis points	25	%	1,066,110.625
Target		0	Basis points	50	%	2,132,221.250
Maximum		+600	Basis points	100	%	4,264,442.500

If the relative TSR excess is more than -600 basis points but less than zero basis points, or more than zero basis points but less than +600 basis points, the number of LTIP Units that become earned is determined using linear interpolation as between those tiers, respectively.

Other Terms

In the case of a Change of Control or a termination of the Advisor without Cause (as defined in the Advisory Agreement), the number of LTIP Units that become earned will be calculated based on actual performance through the last trading day prior to the effective date of the Change of Control or termination (as applicable), with the hurdles for calculating absolute TSR prorated to reflect a performance period of less than three years but without prorating the number of LTIP Units that may become earned to reflect the shortened performance period.

In the case of a termination of the Advisor for Cause, the number of LTIP Units that become earned will be calculated based on actual performance through the last trading day prior to the effective date of the termination, with the hurdles for calculating absolute TSR and the number of LTIP Units that may become earned each prorated to reflect a performance period of less than three years.

Pursuant to the terms of the Advisor Plan, the LTIP Units will be administered by the Company’s board or a committee thereof, defined as the “Committee” in the Advisor Plan. Promptly following the performance period, the Committee will, except in certain circumstances, determine the number of LTIP Units earned (if any) based on calculations prepared by an independent consultant engaged by the Committee and as approved by the Committee in its reasonable and good faith discretion. The Committee also must approve the transfer of any LTIP Units or any Class A Units into which LTIP Units may be converted in accordance with the terms of the agreement of limited partnership of the OP. Any LTIP Units that are not earned will automatically be forfeited effective as of the end of the performance period and neither the Company nor the OP will be required to pay any future consideration in respect thereof.

Director Compensation

Under the current director compensation program, on a regular basis, each independent director receives an annual cash retainer of $60,000 and, in connection with each of the Company’s annual meetings of stockholders, a grant of $85,000 in restricted shares, vesting on the one-year anniversary of the annual meeting.

The lead independent director receives an additional annual cash retainer of $100,000, the chair of the audit committee of the Company’s board of directors receives an additional annual cash retainer of $30,000, each other member of the audit committee receives an additional annual cash retainer of $15,000, the chair of each of the compensation committee and the nominating and corporate governance committee of the Company’s board of directors receives an additional annual cash retainer of $15,000, and each other member of each of the compensation committee and the nominating and corporate governance committee receives an additional annual cash retainer of $10,000.

Other Equity-Based Compensation

The Company may issue common stock in lieu of cash to pay fees earned by the Company’s directors at each director’s election. If the Company did so, there would be no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. There were no shares of common stock issued to directors in lieu of cash compensation during the three months ended March 31, 2023 and 2022.

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Net (Loss) Income Per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Net (Loss) Income Per Share

Net (Loss) Income Per Share

The following table sets forth the basic and diluted net loss per share computations:

	Three Months Ended March 31,
(In thousands, except share and per share amounts)	2023		2022
Net (loss) income attributable to common stockholders	$	(18,757)	$	39,934
Adjustments to net (loss) income for common share equivalents	(326)		(206)
Adjusted net (loss) income attributable to common stockholders	$	(19,083)	$	39,728
Weighted-average shares outstanding — Basic	133,715,627		128,640,845
Weighted-average shares outstanding — Diluted	133,715,627		130,048,111
Net (loss) income per share attributable to common stockholders — Basic and Diluted	$	(0.14)	$	0.31

Under current authoritative guidance for determining earnings per share, all unvested share-based payment awards that contain non-forfeitable rights to distributions are considered to be participating securities and therefore are included in the computation of earnings per share under the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The Company’s unvested restricted shares, Class A Units and unearned LTIP Units contain rights to receive distributions considered to be non-forfeitable, except in certain limited circumstances, and therefore the Company applies the two-class method of computing earnings per share. The calculation of earnings per share above excludes the distributions to the unvested restricted shares, Class A Units and the unearned LTIP Units that were issued under the 2021 OPP from the numerator.

Diluted net income per share assumes the conversion of all common stock share equivalents into an equivalent number of shares of common stock, unless the effect is antidilutive. The Company considers unvested restricted shares, Class A Units and unvested LTIP Units to be common share equivalents. The following table shows common share equivalents on a weighted average basis that were excluded from the calculation of diluted earnings per share as their effect would have been antidilutive for the periods presented:

	Three Months Ended March 31,
	2023	2022
Unvested restricted shares (1)	508,677	422,218
Class A Units (2)	172,921	172,921
2021 LTIP Units (3)	8,528,885	7,121,619
Total	9,210,483	7,716,758

_______

(1)Weighted-average number of unvested restricted shares outstanding for the periods presented. There were 508,677 and 422,108 unvested restricted shares outstanding as of March 31, 2023 and 2022, respectively.

(2)Weighted-average number of Class A Units outstanding for the periods presented. There were 172,921 Class A Units outstanding as of March 31, 2023 and 2022.

(3)Weighted-average number of 2021 LTIP Units outstanding for the periods presented. There were 8,528,885 2021 LTIP Units outstanding as of March 31, 2023 and 2022. For more information see Note 12 — Equity-Based Compensation. Under the relative TSR portion of the 2021 OPP award, 1,407,266 LTIP Units would have been issued had March 31, 2022 been the end of the measurement period and these units were included in the calculation for diluted EPS purposes.

If dilutive, conditionally issuable shares relating to the 2021 OPP award would be included, as applicable, in the computation of fully diluted earnings per share on a weighted-average basis for the three months ended March 31, 2023 and 2022 based on shares that would be issued if the applicable balance sheet date was the end of the measurement period.

No LTIP Unit share equivalents were included in the computation for the three ended March 31, 2023 because (i) no LTIP Units would have been earned based on the trading price of Class A common stock including any cumulative dividends paid (since inception of the 2021 OPP) at March 31, 2023 or (ii) the Company recorded a net loss attributable to common stockholders for the period, thus any shares conditionally issuable under the LTIP Units would be antidilutive.

Under the relative TSR portion of the 2021 OPP award, 1,407,266 LTIP Units would have been issued had March 31, 2022 been the end of the measurement period, and the Company recorded net income attributable to common stockholders for the period. Accordingly, these 1,407,266 LTIP Units were included in the calculation for diluted EPS purposes.

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Segment Reporting

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Segment Reporting

Segment Reporting

As of March 31, 2023, the Company concluded it operates in two reportable segments consistent with its current management internal financial reporting purposes: single-tenant properties and multi-tenant properties. The Company evaluates performance and make resource allocations based on its two business segments.

Net Operating Income

The Company evaluates the performance of the combined properties in each segment based on net operating income (“NOI”). NOI is defined as total revenues from tenants, less property operating and maintenance expense. NOI excludes all other items of expense and income included in the financial statements in calculating net (loss) income. The Company uses NOI to assess and compare property level performance and to make decisions concerning the operation of the properties. The Company believes that NOI is useful as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis, providing perspective not immediately apparent from net (loss) income.

NOI excludes certain components from net (loss) income in order to provide results that are more closely related to a property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by the Company may not be comparable to NOI reported by other REITs that define NOI differently. The Company believes that in order to facilitate a clear understanding of the Company’s operating results, NOI should be compared with net (loss) income prepared in accordance with GAAP and as presented in the Company’s consolidated financial statements. NOI should not be considered as an alternative to net (loss) income as an indication of the Company’s performance or to cash flows as a measure of the Company’s liquidity or ability to pay distributions.

The following table reconciles the segment activity to consolidated net loss (income) for the three months ended March 31, 2023 and 2022:

	Three Months Ended March 31, 2023						Three Months Ended March 31, 2022
(In thousands)	Single-Tenant Properties		Multi-Tenant Properties		Consolidated		Single-Tenant Properties		Multi-Tenant Properties		Consolidated
Revenue from tenants	$	46,166	$	67,428	$	113,594	$	53,282	$	41,661	$	94,943
Property operating expense	4,450		22,463		26,913		3,924		15,215		19,139
NOI	$	41,716	$	44,965	86,681		$	49,358	$	26,446	75,804
Asset management fees to related party					(7,956)						(7,826)
Impairment of real estate investments					—						(5,942)
Acquisition, transaction and other costs					(565)						(279)
Equity-based compensation					(3,567)						(3,498)
General and administrative					(10,492)						(6,833)
Depreciation and amortization					(54,182)						(37,688)
Gain on sale of real estate investments					11,792						53,569
Interest expense					(34,675)						(23,740)
Other income					27						18
Gain on non-designated derivatives					—						2,250
Net loss (income) attributable to non-controlling interests					17						(64)
Allocation for preferred stock					(5,837)						(5,837)
Net loss (income) attributable to common stockholders					$	(18,757)					$	39,934

The following table reconciles the segment activity to consolidated total assets as of the periods presented:

(In thousands)	March 31, 2023		December 31, 2022
ASSETS
Investments in real estate, net:
Single-tenant properties	$	1,798,895	$	1,880,418
Multi-tenant properties	2,419,248		2,442,945
Total investments in real estate, net	4,218,143		4,323,363
Cash and cash equivalents	43,095		70,795
Restricted cash	19,422		17,956
Deferred costs, net	23,864		22,893
Straight-line rent receivable	67,332		66,657
Operating lease right-of-use assets	17,713		17,839
Prepaid expenses and other assets	67,824		66,551
Total assets	$	4,457,393	$	4,586,054

The following table reconciles capital expenditures by reportable business segment, excluding corporate non-real estate expenditures, for the periods presented:

	Three Months Ended March 31,
(In thousands)	2023 (1)		2022
Single-tenant properties	$	67	$	208
Multi-tenant properties	2,533		3,249
Total capital expenditures	$	2,600	$	3,457

(1)Excludes $6.4 million of accrued capital expenditures as of December 31, 2022 which was paid in the three months ended March 31, 2023.

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Subsequent Events

3 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there were not any material events that have occurred that would require adjustments to, or disclosures in, the consolidated financial statements except those stated below:

Dispositions Subsequent to March 31, 2023

Subsequent to March 31, 2023, the Company disposed of one property for a contract sales price of $1.1 million. This property was formerly part of the asset pool comprising the borrowing base under the Credit Facility.

Mortgage Note Repayments and Credit Facility Borrowings Subsequent to March 31, 2023

In April 2023, the Company fully repaid its “Assumed Multi-Tenant Mortgage III” and “Assumed Multi-Tenant Mortgage IV” mortgage notes, both of which were scheduled for repayment in April 2023. These mortgage notes had an aggregate balance of $58.8 million as of March 31, 2023. The Company repaid these mortgage notes with draws of $50.0 million under its Credit Facility. Of the seven total properties formerly encumbered under these mortgage notes, six were added to the asset pool comprising the borrowing base under the Credit Facility. The Company also separately drew $18.0 million on its Credit Facility for general corporate purposes in April 2023.

In May 2023, the Company fully repaid its “The Plant” mortgage note, which was scheduled for repayment in May 2023. This mortgage note had a gross balance of $123.0 million as of March 31, 2023. The Company repaid this mortgage note with a draw of $123.0 million under its Credit Facility. The property formerly encumbered under this mortgage note was added to the asset pool comprising the borrowing base under the Credit Facility.

After these draws and net property additions to the asset pool comprising the borrowing base under the Credit Facility, the Company had $639.0 million outstanding on its Credit Facility and $28.2 million remained available for future borrowings.

Credit Facility Amendment

In April 2023, the Company amended its Credit Facility to utilize a SOFR-based interest rate on all of its borrowings thereunder.

Lease Terminations

Subsequent to March 31, 2023, four single-tenant leases with a Burger King franchisee were terminated in bankruptcy proceedings.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Basis of Accounting

Basis of Accounting

The accompanying unaudited consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair statement of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three month periods ended March 31, 2023 and 2022 are not necessarily indicative of the results for the entire year or any subsequent interim periods.

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of, and for the year ended December 31, 2022, which are included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 23, 2023. Except for those required by new accounting pronouncements discussed below, there have been no significant changes to the Company’s significant accounting policies during the three months ended March 31, 2023.

Principles of Consolidation

Principles of Consolidation

The accompanying unaudited consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity (“VIE”) for which the Company is the primary beneficiary. The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company’s assets and liabilities are held by the OP. Except for the OP, as of March 31, 2023 and December 31, 2022, the Company had no interests in entities that were not wholly owned.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, and fair value measurements, as applicable.

Revenue Recognition

Revenue Recognition

The Company’s revenues, which are derived primarily from lease contracts, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. As of March 31, 2023, these leases had an average remaining lease term of approximately 7.1 years. Because many of the Company’s leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable for, and include in revenue from tenants, unbilled rents receivable that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease modification is executed. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating expenses, in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. Under ASC 842, the Company elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For comparative purposes, the Company also elected to reflect prior revenue and reimbursements reported under ASC 842 on a single line. For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis.

Future Base Rent Payments

The following table presents future base rent payments on a cash basis due to the Company over the next five years and thereafter as of March 31, 2023. These amounts exclude tenant reimbursements and contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items:

(In thousands)	Future  Base Rent Payments
2023 (remainder)	$	266,340
2024	339,560
2025	310,608
2026	280,647
2027	241,677
2028	192,489
Thereafter	1,104,857
	$	2,736,178

Contingent Rental Income

The Company owns certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant’s sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. As the lessor to the aforementioned leases, the Company defers the recognition of contingent rental income, until the specified target that triggered the contingent rental income is achieved, or until such sales upon which percentage rent is based are known. For the three months ended March 31, 2023 and 2022 such amounts were $0.6 million, and $0.4 million, respectively.

Collectability and Bad Debt Expense

The Company continually reviews receivables related to rent and unbilled rents receivable and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under the leasing standard adopted on January 1, 2019 (see the “Recently Issued Accounting Pronouncements” section below), the Company is required to assess, based on credit risk only, if it is probable that the Company will collect virtually all of the lease payments at lease commencement date and it must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are not permitted. If the Company determines that it’s probable it will collect virtually all of the lease payments (rent and common area maintenance), the lease will continue to be accounted for on an accrual basis (i.e. straight-line). However, if the Company determines it’s not probable that it will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and a full reserve would be recorded on previously accrued amounts in cases where it was subsequently concluded that collection was not probable. Cost recoveries from tenants are included in operating revenue from tenants beginning on January 1, 2019, in accordance with new accounting rules, on the accompanying consolidated statements of operations in the period the related costs are incurred, as applicable. Since the second quarter of 2020, this assessment has included consideration of the impacts of the COVID-19 pandemic on the ability of the Company’s tenants to pay rents in accordance with their contracts. The assessment included all of the Company’s tenants with a focus on the Company’s multi-tenant retail properties which have been more negatively impacted by the COVID-19 pandemic than the Company’s single-tenant properties.

In accordance with the lease accounting rules, the Company records uncollectable amounts as reductions in revenue from tenants. During the three months ended March 31, 2023 and 2022, uncollectable amounts were $3.4 million and $0.7 million, respectively. Included in the uncollectable amounts for the three months ended March 31, 2023, were $2.9 million of revenue reductions associated with 16 leases with one tenant which were terminated in bankruptcy proceedings.

Lease Termination Income

The Company entered into two lease termination agreements with tenants in its multi-tenant properties for a total of $0.1 million, which were recognized and received in the three months ended March 31, 2023.

The Company entered into lease termination agreements at two and six of its single-tenant properties in the first quarter of 2022 and the fourth quarter of 2021, respectively. Since these leases had short-term remaining occupancy periods for the tenant, these lease termination agreements were treated as lease modifications, and their termination fee income was recognized over the remaining occupancy periods of the respective leases on a straight-line basis. The Company recognized and received $4.5 million in the three months ended March 31, 2022 related to these agreements. As of June 30, 2022, the occupancy periods for these agreements expired and the tenants vacated. Accordingly, no related revenue was recognized on these leases in the three months ended March 31, 2023.

Investments in Real Estate

Investments in Real Estate

Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. At the time an asset is acquired, the Company evaluates the inputs, processes and outputs of the asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets. See the Purchase Price Allocation section in this Note for a discussion of the initial accounting for investments in real estate.

Disposal of real estate investments that represent a strategic shift in operations that will have a major effect on the Company's operations and financial results are required to be presented as discontinued operations in the consolidated statements of operations. No properties were presented as discontinued operations during the three months ended March 31, 2023 and 2022. Properties that are intended to be sold are to be designated as “held for sale” on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale, most significantly that the sale is probable within one year. The Company evaluates the probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits. Properties are no longer depreciated when they are classified as held for sale. As of March 31, 2023 and December 31, 2022, no properties were considered held for sale.

Purchase Price Allocation

Purchase Price Allocation

In both a business combination and an asset acquisition, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. Intangible assets may include the value of in-place leases and above- and below-market leases and other identifiable assets or liabilities based on lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests (in a business combination) are recorded at their estimated fair values. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above- or below-market interest rates. In a business combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain. In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets acquired is allocated to the non-current assets. No acquisitions occurred during the three months ended March 31, 2023. All acquisitions during the three months ended March 31, 2022 were asset acquisitions.

For acquired properties with leases classified as operating leases, the Company allocates the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.

Tangible assets include land, land improvements, buildings, fixtures, and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. The Company estimates fair value using data from appraisals, comparable sales, discounted cash flow analysis and other methods. Fair value estimates are also made using significant assumptions such as capitalization rates, fair market lease rates, discount rates, and land values per square foot.

Identifiable intangible assets include amounts allocated to acquired leases for above- and below-market lease rates and the value of in-place leases. Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute

similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 24 months. The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses.

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases.

Lessor Accounting

Lessor Accounting

In accordance with the lease accounting standard, all of the Company’s leases as lessor prior to adoption of ASC 842 were accounted for as operating leases and the Company continued to account for them as operating leases under the transition guidance. The Company evaluates new leases originated after the adoption date (by the Company or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than a major part of the remaining economic useful life of the asset (e.g., equal to or greater than 75%), if the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or if the asset is so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor.

Generally, all the Company’s leases as lessor had historically qualified as operating leases including land leases for which such accounting has been grandfathered. However, as of March 31, 2023 and December 31, 2022 the Company had two parcels of land leased to tenants that qualify as financing leases which were entered into during the year ended December 31, 2022 (subsequent to the three months ended March 31, 2022). The carrying value of these leases were $5.8 million and $5.7 million as of March 31, 2023 and December 31, 2022, respectively, and the amounts are included in prepaid expenses and other assets on the Company’s consolidated balance sheets. For the three months ended March 31, 2023, income of $0.2 million relating to these two leases is included in revenue from tenants in the Company’s consolidated statement of operations. As of March 31, 2023 and December 31, 2022, the Company had no leases as a lessor that were considered as sales-type leases under sales leaseback rules.

As a lessor of real estate, the Company has elected, by class of underlying assets, to account for lease and non-lease components (such as tenant reimbursements of property operating expenses) as a single lease component as an operating lease because (a) the non-lease components have the same timing and pattern of transfer as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease. Additionally, only incremental direct leasing costs may be capitalized under the accounting guidance. Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed.

Lessee Accounting

Lessee Accounting

For lessees, the accounting standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease. Also, lessees must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Further, certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease, may now be required to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction. For additional information and disclosures related to the Company’s operating leases, see Note 9 — Commitments and Contingencies.

The Company is the lessee under certain land leases which were previously classified prior to adoption of lease accounting and will continue to be classified as operating leases under transition elections unless subsequently modified. These leases are reflected on the Company’s consolidated balance sheets and the rent expense is reflected on a straight-line basis over the lease term.

Gain on Sale of Real Estate Investments

Gain on Sale of Real Estate Investments

Gains on sales of rental real estate are not considered sales to customers and are generally recognized pursuant to the provisions included in ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”).

In accordance with ASC 845-10, Accounting for Non-Monetary Transactions, if a nonmonetary exchange has commercial substance, the cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain it, and a gain or loss shall be recognized on the exchange.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If an impairment exists, due to the inability to recover the carrying value of a property, the Company would recognize an impairment loss on its consolidated statements of operations to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss recorded would equal the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net earnings.

Reportable Segments

Reportable Segments

As of March 31, 2023, the Company has determined that it has two reportable segments, with activities related to investing in single-tenant properties and multi-tenant properties.

Depreciation and Amortization

Depreciation and Amortization

Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and improvements and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.

The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the initial remaining lease terms of the respective leases.

The value of customer relationship intangibles, if any, is amortized to expense over the initial term of the lease and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense.

Assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages.

Above and Below-Market Lease Amortization

Above- and Below-Market Lease Amortization

Capitalized above-market lease values are amortized as a reduction of revenue from tenants over the remaining terms of the respective leases and the capitalized below-market lease values are amortized as an increase to revenue from tenants over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. If a tenant with a below-market rent renewal does not renew, any remaining unamortized amount will be taken into income at that time.

Capitalized above-market ground lease values are amortized as a reduction of property operating expense over the remaining terms of the respective leases. Capitalized below-market ground lease values are amortized as an increase to property operating expense over the remaining terms of the respective leases and expected below-market renewal option periods.

Upon termination of an above- or below-market lease, any unamortized amounts would be recognized in the period of termination.

Equity-Based Compensation

Equity-Based Compensation

The Company has stock-based plans under which its directors, officers, and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, and certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company are eligible to receive awards. Awards granted thereunder are accounted for under the guidance for employee share-based payments. The cost of services received in exchange for these stock awards is measured at the grant date fair value of the award and the expense for such an award is included in the equity-based compensation line item of the consolidated statements of operations and is recognized in accordance with the service period (i.e., vesting) required or when the requirements for exercise of the award have been met.

On July 21, 2021, the Company entered into the multi-year outperformance agreement with the Advisor (the “2021 OPP”) pursuant to which the Advisor was granted an award of 8,528,885 units of limited partnership (“LTIP Units”), representing the quotient of $72.0 million divided by $8.4419. The LTIP Units issued under the 2021 OPP were reclassified as an equity award with the cumulative expense reflected as part of non-controlling interest in the Company’s consolidated balance sheets and equity statements.

In the event of a modification of any of the awards discussed above, any incremental increase in the value of the instrument measured on the date of the modification both before and after the modification, will result in an incremental amount to be reflected prospectively as a charge to earnings over the remaining service period.

For additional information on all of the Company’s equity-based compensation arrangements, see Note 12 — Equity-Based Compensation.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Not Yet Fully Adopted as of March 31, 2023:

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). Topic 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in Topic 848 is optional and may be elected over the period from March 12, 2020 through June 30, 2023 as reference rate reform activities occur. During the year ended December 31, 2020, the Company elected to apply the hedge accounting expedients related to (i) the assertion that the Company’s hedged forecasted transactions remain probable and (ii) the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients would preserve the presentation of the Company’s derivatives, if any, which would be consistent with the Company’s past presentation. As of March 31, 2023, the Company did not have any outstanding derivative instruments but has LIBOR-based borrowings under its Credit Facility (see Note 5 — Credit Facility for additional information).

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Schedule of Lessor, Operating Lease, Payments to be Received, Maturity

These amounts exclude tenant reimbursements and contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items:

(In thousands)	Future  Base Rent Payments
2023 (remainder)	$	266,340
2024	339,560
2025	310,608
2026	280,647
2027	241,677
2028	192,489
Thereafter	1,104,857
	$	2,736,178

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Real Estate Investments (Tables)

3 Months Ended

Mar. 31, 2023

Real Estate [Abstract]

Schedule of Purchase Price of Acquired Properties

The following table presents the allocation of real estate assets acquired and liabilities assumed during the periods presented. All acquisitions were considered asset acquisitions for accounting purposes.

	Three Months Ended March 31,
(Dollar amounts in thousands)	2023 (2)		2022
Real estate investments, at cost:
Land	$	—	$	154,815
Buildings, fixtures and improvements	—		586,140
Total tangible assets	—		740,955
Acquired intangible assets and liabilities: (1)
In-place leases	5,535		145,178
Above-market lease assets	—		12,574
Below-market lease liabilities	—		(42,905)
Total intangible assets, net	5,535		114,847
Assets Reduced, Liabilities Assumed and Equity Issued:
Mortgage notes payable assumed in acquisitions (including premiums of $276)	—		(19,526)
Shares issued in acquisitions	—		(49,965)
Payment of previously accrued contingent consideration on acquired properties from the CIM Portfolio Acquisition	6,725		—
Cash paid for real estate investments	$	12,260	$	786,311
Number of properties purchased from the CIM Portfolio Acquisition (See Note 1 — Organization for additional information)	—		56
Number of other properties purchased	—		3

________

(1)Weighted-average remaining amortization periods for in-place lease assets, above-market lease assets and below-market lease liabilities acquired during the three months ended March 31, 2022 were 9.8 years, 6.2 years and 20.0 years, respectively, as of each property’s respective acquisition date.

(2)Real estate assets acquired during the three months ended March 31, 2023 were comprised entirely of contingent consideration relating to the CIM Portfolio Acquisition, $6.7 million of which was accrued as of December 31, 2022. See Note 1 — Organization for additional information.

Schedule of Finite-lived Intangible Assets Amortization Expense

The following table presents amortization expense and adjustments to revenue from tenants and property operating expenses for intangible assets and liabilities during the periods presented:

	Three Months Ended March 31,
(In thousands)	2023		2022
In-place leases, included in depreciation and amortization (2)	$	25,543	$	12,745
Above-market lease intangibles	$	(1,628)	$	(914)
Below-market lease liabilities	4,112		2,020
Total included in revenue from tenants	$	2,484	$	1,106
Below-market ground lease asset (1)	$	8	$	8
Above-market ground lease liability (1)	—		—
Total included in property operating expenses	$	8	$	8

______

(1)Intangible balances related to ground leases are included as part of the operating lease right-of-use assets presented on the consolidated balance sheets and the amortization expense of such balances is included in property operating expenses on the consolidated statements of operations.

(2)During the three months ended March 31, 2023, the Company recorded additional in-place lease amortization of $3.3 million associated with 16 leases with one tenant which were terminated in bankruptcy proceedings.

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The following table provides the projected amortization expense and adjustments to revenue from tenants for intangible assets and liabilities for the next five years:

(In thousands)	2023 (remainder)		2024		2025		2026		2027
In-place leases, to be included in depreciation and amortization	$	53,289	$	56,539	$	44,902	$	35,224	$	26,804
Above-market lease intangibles	$	4,603	$	5,381	$	4,542	$	3,313	$	2,704
Below-market lease liabilities	(7,746)		(9,856)		(9,512)		(9,052)		(8,624)
Total to be included in revenue from tenants	$	(3,143)	$	(4,475)	$	(4,970)	$	(5,739)	$	(5,920)

Schedule of Impairment Charges Recorded by Segment

The following table details the impairment charges recorded by segment for the three months ended March 31, 2022:

	Three Months Ended March 31,
(In thousands)	2022
Single-tenant properties:
Various vacant single-tenant properties (1)	$	2,176
United Healthcare (2)	3,766
Total single-tenant impairment charges	5,942
Total impairment charges	$	5,942

(1)For the three months ended March 31, 2022, three properties were impaired, all of which were formerly leased to Truist Bank. All properties in the three months ended March 31, 2022 were impaired to their fair values as determined by their respective purchase and sale agreements and were sold in the year ended December 31, 2022.

(2)This property was vacant since June 30, 2021 when a tenant did not renew its lease. This property was impaired to its fair value as determined by the income approach in both the year ended December 31, 2022 and 2021 and disposed of in the year ended December 31, 2022.

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Mortgage Notes Payable, Net (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The Company’s mortgage notes payable, net as of March 31, 2023 and December 31, 2022 consisted of the following:

		Outstanding Loan Amount as of				Effective Interest Rate as of
Portfolio	Encumbered Properties	March 31, 2023		December 31, 2022		March 31, 2023			Interest Rate	Maturity	Anticipated Repayment (4)
		(In thousands)		(In thousands)
2019 Class A-1 Net-Lease Mortgage Notes	102	$	117,470	$	117,620	3.83	%		Fixed	May 2049	May 2026
2019 Class A-2 Net-Lease Mortgage Notes	108	119,868		120,020		4.52	%		Fixed	May 2049	May 2029
2021 Class A-1 Net-Lease Mortgage Notes	49	53,381		53,601		2.24	%		Fixed	May 2051	May 2028
2021 Class A-2 Net-Lease Mortgage Notes	47	92,204		92,584		2.83	%		Fixed	May 2051	May 2031
2021 Class A-3 Net-Lease Mortgage Notes	33	34,997		34,997		3.07	%		Fixed	May 2051	May 2028
2021 Class A-4 Net-Lease Mortgage Notes	35	54,995		54,995		3.65	%		Fixed	May 2051	May 2031
Total Net-Lease Mortgage Notes	374	472,915		473,817
Stop & Shop (5)	—	—		45,000		3.50	%		Fixed	Jan. 2030	Jan. 2030
Column Financial Mortgage Notes	364	705,567		705,567		3.79	%		Fixed	Aug. 2025	Aug. 2025
Bob Evans I	22	22,633		22,740		4.71	%		Fixed	Sep. 2037	Sep. 2027
Mortgage Loan II	12	210,000		210,000		4.25	%		Fixed	Jan. 2028	Jan. 2028
Mortgage Loan III	22	33,400		33,400		4.12	%		Fixed	Jan. 2028	Jan. 2028
Cottonwood Commons	1	19,250		19,250		4.52	%		Fixed	Sep. 2023	Sep. 2023
The Marquis	1	8,556		8,556		3.95	%		Fixed	May 2023	May 2023
Assumed Multi-Tenant Mortgage I	3	16,700		16,700		4.68	%		Fixed	Sep. 2033	Sep. 2023
Assumed Multi-Tenant Mortgage II	4	25,000		25,000		4.54	%		Fixed	Feb. 2024	Feb. 2024
Assumed Multi-Tenant Mortgage III (6)	3	30,424		30,719		3.70	%		Fixed	Apr. 2023	Apr. 2023
Assumed Multi-Tenant Mortgage IV (6)	4	28,387		28,387		3.90	%		Fixed	Apr. 2023	Apr. 2023
Assumed Multi-Tenant Mortgage V	7	60,244		60,544		3.70	%		Fixed	Sep. 2023	Sep. 2023
The Plant (6)	1	123,000		123,000		3.87	%		Fixed	May 2033	May 2023
McGowin Park	1	39,025		39,025		4.11	%		Fixed	May 2024	May 2024
Gross mortgage notes payable	819	1,795,101		1,841,705		3.84	%	(1)
Deferred financing costs, net of accumulated amortization (2)		(29,009)		(31,948)
Mortgage premiums and discounts, net (3)		(853)		(1,324)
Mortgage notes payable, net		$	1,765,239	$	1,808,433

__________

(1)Calculated on a weighted-average basis for all mortgages outstanding as of March 31, 2023.

(2)Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that it is probable the financing will not close.

(3)Mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages.

(4)The Company determines an anticipated repayment date when the terms of a debt obligation provide for earlier repayment than the legal maturity and when the Company expects to repay such debt obligations earlier due to factors such as elevated interest rates or additional principal payment requirements.

(5)This mortgage note was fully repaid in the three months ended March 31, 2023 in connection with the disposition of the formerly encumbered properties.

(6)These mortgage notes were fully repaid subsequent to March 31, 2023 with proceeds from the Credit Facility. See Note 15 — Subsequent Events for additional information.

Schedule of Maturities of Long-term Debt

Combined Debt Obligation Principal Payments

The following table summarizes the scheduled aggregate principal payments (based on anticipated repayment dates) on mortgage notes payable and the Company’s other debt based on anticipated repayment dates for the remainder of the year ended December 31, 2023, the five years subsequent to December 31, 2023 and thereafter:

	Future Principal Payments
(In thousands)	Mortgage Notes		Credit Facility (1)		Senior Notes (2)		Total
2023 (remainder) (3)	$	288,181	$	—	$	—	$	288,181
2024	65,672		—		—		65,672
2025	707,237		—		—		707,237
2026	116,917		448,000		—		564,917
2027	21,553		—		—		21,553
2028	332,242		—		500,000		832,242
Thereafter	263,299		—		—		263,299
	$	1,795,101	$	448,000	$	500,000	$	2,743,101

________

(1)The Credit Facility matures on April 1, 2026, subject to the Company’s right, subject to customary conditions, to extend the maturity date by up to two additional six-month terms. See Note 5 — Credit Facility for additional information.

(2)The Senior Notes mature on September 30, 2028. See Note 6 — Senior Notes, Net for additional information.

(3)Subsequent to March 31, 2023, the Company fully repaid $181.8 million of mortgage notes payable with borrowings sourced from the Credit Facility. See Note 15 — Subsequent Events for additional information. The Company intends to repay the remaining $106.4 million of principal amounts scheduled for repayment during the year ended December 31, 2023 with (i) proceeds from the Credit Facility by transferring some or all of the encumbered properties to the asset pool comprising the borrowing base thereunder (as defined in Note 5 — Credit Facility) and (ii) cash on hand, a portion of which may be generated from future property sales.

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Liabilities Measured on Recurring Basis

The fair values of the Company’s remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below:

		March 31, 2023				December 31, 2022
(In thousands)	Level	Carrying Value		Fair Value		Carrying Value		Fair Value
Gross mortgage notes payable and mortgage premiums and discounts, net (1)	3	$	1,795,101	$	1,650,370	$	1,841,705	$	1,648,505
Senior Notes	2	$	500,000	$	377,500	$	500,000	$	376,250
Credit Facility (1)	3	$	448,000	$	446,527	$	458,000	$	456,635

________

(1)Subsequent to March 31, 2023, the Company fully repaid three mortgage notes with an aggregate carrying value of $181.8 million and an aggregate fair value of $181.4 million. Additionally, the Company borrowed $191.0 million on its Credit Facility subsequent to March 31, 2023. See Note 15 — Subsequent Events for additional information.

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Mezzanine Equity and Total Equity (Tables)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Schedule of Non-Controlling Interest

As of March 31, 2023 and December 31, 2022, non-controlling interest was comprised of the following components:

(In thousands)	March 31, 2023		December 31, 2022
Non-controlling interest attributable to LTIP Units	$	24,248	$	21,072
Non-controlling interest attributable to Class A Units	1,541		1,565
Total non-controlling interest	$	25,789	$	22,637

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Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Master Leases

The following table reflects the base cash rental payments due from the Company as of March 31, 2023:

(In thousands)	Future Base Rent Payments
2023 (remainder)	$	1,196
2024	1,560
2025	1,598
2026	1,628
2027	1,647
Thereafter	41,083
Total lease payments	48,712
Less: Effects of discounting	(29,602)
Total present value of lease payments	$	19,110

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Related Party Transactions and Arrangements (Tables)

3 Months Ended

Mar. 31, 2023

Related Party Transactions [Abstract]

Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services

The following table details amounts incurred and payable to related parties in connection with the operations-related services described above as of and for the periods presented:

	Three Months Ended March 31,				Payable (Receivable) as of
(In thousands)	2023		2022		March 31, 2023		December 31, 2022
Non-recurring fees and reimbursements:
Acquisition cost reimbursements (1)	$	—	$	203	$	—	$	9
Ongoing fees:
Asset management fees to related party (2)	7,956		7,826		—		—
Property management and leasing fees (3)	4,545		1,914		1,441		1,302
Professional fees and other reimbursements (4)	4,118		3,294		125		527
Total related party operating fees and reimbursements	$	16,619	$	13,237	$	1,566	$	1,838

______

(1)Amounts included in acquisition and transaction related expenses in the consolidated statements of operations.

(2)There were no incentive management fees earned in these periods.

(3)Amounts included in property operating expenses in the consolidated statements of operations, with the exception of approximately $1.6 million and $0.3 million of leasing fees incurred in the three months ended March 31, 2023 and 2022, respectively, which were capitalized and are included in deferred costs, net in the consolidated balance sheets. A portion of leasing fees are ultimately paid to a third party. Property management fees increased significantly throughout the year ended December 31, 2022, related to fees on the CIM Portfolio Acquisition for each property acquired.

(4)Amounts included in general and administrative expense in the consolidated statements of operations. Includes amounts for directors’ and officers’ insurance.

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Equity-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Share-based Compensation, Restricted Share Award Activity

The following table reflects the activity of restricted shares for the three months ended March 31, 2023:

	Number of Shares of Common Stock	Weighted-Average Grant Price
Unvested, December 31, 2022	508,677	$	7.93
Granted	—	—
Vested	—	—
Forfeited	—	—
Unvested, March 31, 2023	508,677	$	7.93

Schedule of Share-based Compensation Arrangements by Share-based Payment Award, Performance-Based Units

With respect to one-half of the LTIP Units granted under the 2021 OPP, the number of LTIP Units that become earned (if any) will be determined as of the last day of the performance period based on the Company’s achievement of absolute TSR levels as shown in the table below.

Performance Level	Absolute TSR				Percentage of LTIP Units Earned		Number of LTIP Units Earned
Below Threshold	Less than	18	%		0	%	0
Threshold		18	%		25	%	1,066,110.625
Target		24	%		50	%	2,132,221.250
Maximum		36	%	or higher	100	%	4,264,442.500

With respect to the remaining one-half of the LTIP Units granted under the 2021 OPP, the number of LTIP Units that become earned (if any) will be determined as of the last day of the performance period based on the difference (expressed in terms of basis points, whether positive or negative, as shown in the table below) between the Company’s absolute TSR on the last day of the performance period relative to the average TSR of a peer group (consisting of Broadstone Net Lease, Inc., Office Properties Income Trust, RPT Realty and Spirit Realty Capital, Inc.) as of the last day of the performance period as follows:

Performance Level	Relative TSR Excess			Percentage of LTIP Units Earned		Number of LTIP Units Earned
Below Threshold	Less than	-600	Basis points	0	%	0
Threshold		-600	Basis points	25	%	1,066,110.625
Target		0	Basis points	50	%	2,132,221.250
Maximum		+600	Basis points	100	%	4,264,442.500

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Net (Loss) Income Per Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Income (Loss) Per Share

The following table sets forth the basic and diluted net loss per share computations:

	Three Months Ended March 31,
(In thousands, except share and per share amounts)	2023		2022
Net (loss) income attributable to common stockholders	$	(18,757)	$	39,934
Adjustments to net (loss) income for common share equivalents	(326)		(206)
Adjusted net (loss) income attributable to common stockholders	$	(19,083)	$	39,728
Weighted-average shares outstanding — Basic	133,715,627		128,640,845
Weighted-average shares outstanding — Diluted	133,715,627		130,048,111
Net (loss) income per share attributable to common stockholders — Basic and Diluted	$	(0.14)	$	0.31

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following table shows common share equivalents on a weighted average basis that were excluded from the calculation of diluted earnings per share as their effect would have been antidilutive for the periods presented:

	Three Months Ended March 31,
	2023	2022
Unvested restricted shares (1)	508,677	422,218
Class A Units (2)	172,921	172,921
2021 LTIP Units (3)	8,528,885	7,121,619
Total	9,210,483	7,716,758

_______

(1)Weighted-average number of unvested restricted shares outstanding for the periods presented. There were 508,677 and 422,108 unvested restricted shares outstanding as of March 31, 2023 and 2022, respectively.

(2)Weighted-average number of Class A Units outstanding for the periods presented. There were 172,921 Class A Units outstanding as of March 31, 2023 and 2022.

(3)Weighted-average number of 2021 LTIP Units outstanding for the periods presented. There were 8,528,885 2021 LTIP Units outstanding as of March 31, 2023 and 2022. For more information see Note 12 — Equity-Based Compensation. Under the relative TSR portion of the 2021 OPP award, 1,407,266 LTIP Units would have been issued had March 31, 2022 been the end of the measurement period and these units were included in the calculation for diluted EPS purposes.

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following table reconciles the segment activity to consolidated net loss (income) for the three months ended March 31, 2023 and 2022:

	Three Months Ended March 31, 2023						Three Months Ended March 31, 2022
(In thousands)	Single-Tenant Properties		Multi-Tenant Properties		Consolidated		Single-Tenant Properties		Multi-Tenant Properties		Consolidated
Revenue from tenants	$	46,166	$	67,428	$	113,594	$	53,282	$	41,661	$	94,943
Property operating expense	4,450		22,463		26,913		3,924		15,215		19,139
NOI	$	41,716	$	44,965	86,681		$	49,358	$	26,446	75,804
Asset management fees to related party					(7,956)						(7,826)
Impairment of real estate investments					—						(5,942)
Acquisition, transaction and other costs					(565)						(279)
Equity-based compensation					(3,567)						(3,498)
General and administrative					(10,492)						(6,833)
Depreciation and amortization					(54,182)						(37,688)
Gain on sale of real estate investments					11,792						53,569
Interest expense					(34,675)						(23,740)
Other income					27						18
Gain on non-designated derivatives					—						2,250
Net loss (income) attributable to non-controlling interests					17						(64)
Allocation for preferred stock					(5,837)						(5,837)
Net loss (income) attributable to common stockholders					$	(18,757)					$	39,934

Schedule of Reconciliation of Assets from Segment to Consolidated

The following table reconciles the segment activity to consolidated total assets as of the periods presented:

(In thousands)	March 31, 2023		December 31, 2022
ASSETS
Investments in real estate, net:
Single-tenant properties	$	1,798,895	$	1,880,418
Multi-tenant properties	2,419,248		2,442,945
Total investments in real estate, net	4,218,143		4,323,363
Cash and cash equivalents	43,095		70,795
Restricted cash	19,422		17,956
Deferred costs, net	23,864		22,893
Straight-line rent receivable	67,332		66,657
Operating lease right-of-use assets	17,713		17,839
Prepaid expenses and other assets	67,824		66,551
Total assets	$	4,457,393	$	4,586,054

Schedule of Reconciliation of Other Significant Reconciling Items from Segments to Consolidated

The following table reconciles capital expenditures by reportable business segment, excluding corporate non-real estate expenditures, for the periods presented:

	Three Months Ended March 31,
(In thousands)	2023 (1)		2022
Single-tenant properties	$	67	$	208
Multi-tenant properties	2,533		3,249
Total capital expenditures	$	2,600	$	3,457

(1)Excludes $6.4 million of accrued capital expenditures as of December 31, 2022 which was paid in the three months ended March 31, 2023.

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Organization (Details) $ in Thousands, ft² in Millions		3 Months Ended
	Dec. 17, 2021 USD ($) property	Mar. 31, 2023 USD ($) ft² property	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($) property	Jun. 30, 2022 USD ($) property	Mar. 31, 2022 USD ($) property
Operations [Line Items]
Number of real estate properties | property		1,039
Area of real estate property (sqft) | ft²		27.6
Percentage of property leased		92.60%
Number of assets acquired | property		0				3
Maximum borrowing capacity					$ 135,000
Redeemable securities issued in acquisition		$ 0				$ 49,965
Mortgages assumed in acquisition (including premiums of $276)		0				19,526
Security deposit		0
Accrued contingent consideration on acquired properties in the CIM Portfolio Acquisition		$ (5,500)				$ 0
CIM Portfolio Acquisition
Operations [Line Items]
Number of assets acquired | property		0		1	24	56
Consideration transferred for acquisitions	$ 1,300,000			$ 71,100	$ 452,800	$ 801,100
Payments to acquire businesses, net of cash acquired						728,400
Maximum borrowing capacity				6,800	$ 128,200	378,000
Number of properties closed | property					3
Mortgages assumed in acquisition (including premiums of $276)				$ 39,000	$ 294,500
Deposit acquired in acquisition					23,800
Security deposit					$ 40,000
Application of deposits for real estate acquisitions			$ 16,200
Asset acquisition, contingent consideration, liability		$ 6,700				59,300
Accrued contingent consideration on acquired properties in the CIM Portfolio Acquisition						6,725
CIM Portfolio Acquisition | Class A
Operations [Line Items]
Sale of stock, consideration received on transaction		$ 53,400				53,400
CIM Portfolio Acquisition | Gross mortgage notes payable
Operations [Line Items]
Debt instrument, face amount						19,300
Redeemable securities issued in acquisition						$ 50,000
CIM Portfolio Acquisition | Gross mortgage notes payable | Minimum
Operations [Line Items]
Stated interest rate					3.65%
CIM Portfolio Acquisition | Gross mortgage notes payable | Maximum
Operations [Line Items]
Stated interest rate					4.62%
CIM Portfolio Acquisition | Revolving credit facility
Operations [Line Items]
Stated interest rate				4.05%
Net Leased Commercial Properties
Operations [Line Items]
Number of real estate properties | property		930
Net Leased Retail Properties
Operations [Line Items]
Number of real estate properties | property		892
Stabilized Core Retail Properties
Operations [Line Items]
Number of real estate properties | property		109
Multi-tenant Retail Centers | CIM Portfolio Acquisition
Operations [Line Items]
Number of assets acquired | property	79
2 Single-tenant Properties | CIM Portfolio Acquisition
Operations [Line Items]
Number of assets acquired | property	2

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Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended					9 Months Ended	12 Months Ended
	Jul. 21, 2021 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) property segment	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($) property	Dec. 31, 2021 property	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) property
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Amortization of in-place lease assets		$ 25,543			$ 12,745
Depreciation		$ 27,866			24,407
Weighted average remaining lease term		7 years 1 month 6 days
Contingent rental income		$ 600			400
Bad debt expense		$ 3,400			$ 700
Number of lease termination agreement | property		2
Uncollectable amounts recovered		$ 100
Number of single-tenant properties in lease termination agreement | property					2	6
Number of real estate properties | property		1,039
NumberOfParcelsOfLandLeased | property		2						2
Finance lease, carrying value		$ 5,800						$ 5,700
Sublease Income		$ 200
Number of reportable segments | segment		2
Revision of Prior Period, Error Correction, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Depreciation			$ 3,700				$ 3,700
2021 OPP | American Realty Capital Advisors | Advisor
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Director compensation, restricted stock	$ 72,000
Granted (in shares) | shares	8,528,885
Ten-day trailing average closing price (in dollars per share) | $ / shares	$ 8.4419
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Expected lease up period		6 months
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Expected lease up period		24 months
Impaired real estate investments held for sale
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of real estate properties | property		0						0
Truist Bank
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Gain on termination of lease					$ 4,500
16 Leases With One Tenant
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Bad debt expense		$ 2,900
Buildings
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Finite-lived intangible asset, useful life		40 years
Land Improvements
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Finite-lived intangible asset, useful life		15 years
Fixtures and Improvements
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Finite-lived intangible asset, useful life		5 years
In-place lease assets | Revision of Prior Period, Error Correction, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Amortization of in-place lease assets			$ 1,200	$ 2,500				$ 3,700

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Summary of Significant Accounting Policies - Schedule of Future Minimum Rental Payments (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Future Minimum Payments Receivable under Topic 842
2023 (remainder)	$ 266,340
2024	339,560
2025	310,608
2026	280,647
2027	241,677
2028	192,489
Thereafter	1,104,857
Total	$ 2,736,178

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Real Estate Investments - Assets Acquired and Liabilities Assumed (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) property	Sep. 30, 2022 property	Jun. 30, 2022 property	Mar. 31, 2022 USD ($) property
Real estate investments, at cost:
Land	$ 0			$ 154,815
Buildings, fixtures and improvements	0			586,140
Total tangible assets	0			740,955
Total intangible assets, net	5,535			114,847
Liabilities Assumed at Fair Value
Mortgage notes payable	0			(19,526)
Mortgage notes payable assumed in acquisitions, discounts	276
Shares issued in acquisitions	0			(49,965)
Payment of previously accrued contingent consideration on acquired properties from the CIM Portfolio Acquisition	(5,500)			0
Cash paid for real estate investments	$ 12,260			$ 786,311
Number of assets acquired | property	0			3
CIM Portfolio Acquisition
Liabilities Assumed at Fair Value
Payment of previously accrued contingent consideration on acquired properties from the CIM Portfolio Acquisition				$ 6,725
Number of assets acquired | property	0	1	24	56
In-place leases
Real estate investments, at cost:
Acquired intangible assets	$ 5,535			$ 145,178
Liabilities Assumed at Fair Value
Weighted-average amortization period	9 years 9 months 18 days
Above-market lease assets
Real estate investments, at cost:
Acquired intangible assets	$ 0			12,574
Liabilities Assumed at Fair Value
Weighted-average amortization period	6 years 2 months 12 days
Below-market lease liabilities
Real estate investments, at cost:
Acquired intangible assets	$ 0			$ (42,905)
Below market leases
Liabilities Assumed at Fair Value
Weighted-average amortization period	20 years

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Real Estate Investments - Summary of Amortization Expense and Adjustments (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) lease	Mar. 31, 2022 USD ($)
Finite-Lived Intangible Assets [Line Items]
Amortization of leases	$ (25,543)	$ (12,745)
16 Leases With One Tenant
Finite-Lived Intangible Assets [Line Items]
Accretion of leases	$ 3,300
Number of leases | lease	16
Depreciation and Amortization | In-place leases
Finite-Lived Intangible Assets [Line Items]
Amortization of leases	$ 25,543	12,745
Rental Income
Finite-Lived Intangible Assets [Line Items]
Total included in revenue from tenants	2,484	1,106
Rental Income | Above-market lease intangibles
Finite-Lived Intangible Assets [Line Items]
Amortization of leases	(1,628)	(914)
Rental Income | Below-market lease liabilities
Finite-Lived Intangible Assets [Line Items]
Accretion of leases	4,112	2,020
Property Operating Expenses
Finite-Lived Intangible Assets [Line Items]
Accretion of leases	8	8
Property Operating Expenses | Below-market ground lease asset
Finite-Lived Intangible Assets [Line Items]
Accretion of leases	8	8
Property Operating Expenses | Above-market ground lease liability
Finite-Lived Intangible Assets [Line Items]
Amortization of leases	$ 0	$ 0

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Real Estate Investments - Lease Amortization (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Depreciation and Amortization | In-place leases
Finite-Lived Intangible Assets [Line Items]
2023 (remainder)	$ 53,289
2024	56,539
2025	44,902
2026	35,224
2027	26,804
Rental Income
Intangible assets:
2023 (remainder)	(3,143)
2024	(4,475)
2025	(4,970)
2026	(5,739)
2027	(5,920)
Rental Income | Above-market lease assets
Finite-Lived Intangible Assets [Line Items]
2023 (remainder)	4,603
2024	5,381
2025	4,542
2026	3,313
2027	2,704
Rental Income | Below-market lease liabilities
Below Market Lease [Abstract]
2023 (remainder)	(7,746)
2024	(9,856)
2025	(9,512)
2026	(9,052)
2027	$ (8,624)

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Real Estate Investments - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) property	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($) property	Dec. 31, 2022 property
Business Acquisition [Line Items]
Security deposit	$ 0
Number of real estate properties | property	1,039
Gain on sale of real estate investments	$ 11,792		$ 53,569
CIM Portfolio Acquisition
Business Acquisition [Line Items]
Security deposit		$ 40,000
Impaired real estate investments held for sale
Business Acquisition [Line Items]
Number of real estate properties | property	0			0
Assets Sold
Business Acquisition [Line Items]
Number of properties sold | property	6		5
Aggregate contract sale price	$ 71,300		$ 265,200

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Real Estate Investments - Schedule of Impairment Charges Recorded by Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Real Estate [Line Items]
Impairment of real estate investments	$ 0	$ 5,942
Single-tenant properties:
Real Estate [Line Items]
Impairment of real estate investments		5,942
Single-tenant properties: | Various Vacant Single-Tenant Properties
Real Estate [Line Items]
Impairment of real estate investments		2,176
Single-tenant properties: | United Healthcare Property
Real Estate [Line Items]
Impairment of real estate investments		$ 3,766

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Mortgage Notes Payable, Net - Summary of Mortgage Notes Payable (Details)	Mar. 31, 2023 USD ($) property	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Outstanding Loan Amount	$ 2,743,101,000
Mortgage notes payable and premiums, net
Debt Instrument [Line Items]
Encumbered Properties | property	819
Outstanding Loan Amount	$ 1,795,101,000	$ 1,841,705,000
Deferred financing costs, net of accumulated amortization	(29,009,000)	(31,948,000)
Mortgage (discounts) and premiums, net	(853,000)	(1,324,000)
Mortgage notes payable, net	$ 1,765,239,000	1,808,433,000
Effective interest rate	3.84%
Mortgage notes payable and premiums, net | Net Lease Mortgage Note
Debt Instrument [Line Items]
Encumbered Properties | property	374
Outstanding Loan Amount	$ 472,915,000	473,817,000
Mortgage notes payable and premiums, net | 2019 Class A-1 Net-Lease Mortgage Notes
Debt Instrument [Line Items]
Encumbered Properties | property	102
Outstanding Loan Amount	$ 117,470,000	117,620,000
Effective interest rate	3.83%
Mortgage notes payable and premiums, net | 2019 Class A-2 Net-Lease Mortgage Notes
Debt Instrument [Line Items]
Encumbered Properties | property	108
Outstanding Loan Amount	$ 119,868,000	120,020,000
Effective interest rate	4.52%
Mortgage notes payable and premiums, net | 2021 Class A-1 Net-Lease Mortgage Notes
Debt Instrument [Line Items]
Encumbered Properties | property	49
Outstanding Loan Amount	$ 53,381,000	53,601,000
Effective interest rate	2.24%
Mortgage notes payable and premiums, net | 2021 Class A-2 Net-Lease Mortgage Notes
Debt Instrument [Line Items]
Encumbered Properties | property	47
Outstanding Loan Amount	$ 92,204,000	92,584,000
Effective interest rate	2.83%
Mortgage notes payable and premiums, net | 2021 Class A-3 Net-Lease Mortgage Notes
Debt Instrument [Line Items]
Encumbered Properties | property	33
Outstanding Loan Amount	$ 34,997,000	34,997,000
Effective interest rate	3.07%
Mortgage notes payable and premiums, net | 2021 Class A-4 Net-Lease Mortgage Notes
Debt Instrument [Line Items]
Encumbered Properties | property	35
Outstanding Loan Amount	$ 54,995,000	54,995,000
Effective interest rate	3.65%
Mortgage notes payable and premiums, net | Column Financial Mortgage Notes
Debt Instrument [Line Items]
Encumbered Properties | property	364
Outstanding Loan Amount	$ 705,567,000	705,567,000
Effective interest rate	3.79%
Mortgage notes payable and premiums, net | Mortgage Loan II
Debt Instrument [Line Items]
Encumbered Properties | property	12
Outstanding Loan Amount	$ 210,000,000	210,000,000
Effective interest rate	4.25%
Mortgage notes payable and premiums, net | Mortgage Loan III
Debt Instrument [Line Items]
Encumbered Properties | property	22
Outstanding Loan Amount	$ 33,400,000	33,400,000
Effective interest rate	4.12%
Mortgage notes payable and premiums, net | Cottonwood Commons
Debt Instrument [Line Items]
Encumbered Properties | property	1
Outstanding Loan Amount	$ 19,250,000	19,250,000
Effective interest rate	4.52%
Mortgage notes payable and premiums, net | The Marquis
Debt Instrument [Line Items]
Encumbered Properties | property	1
Outstanding Loan Amount	$ 8,556,000	8,556,000
Effective interest rate	3.95%
Mortgage notes payable and premiums, net | Assumed Multi-Tenant Mortgage I
Debt Instrument [Line Items]
Encumbered Properties | property	3
Outstanding Loan Amount	$ 16,700,000	16,700,000
Effective interest rate	4.68%
Mortgage notes payable and premiums, net | Assumed Multi-Tenant Mortgage II
Debt Instrument [Line Items]
Encumbered Properties | property	4
Outstanding Loan Amount	$ 25,000,000	25,000,000
Effective interest rate	4.54%
Mortgage notes payable and premiums, net | Assumed Multi-Tenant Mortgage III
Debt Instrument [Line Items]
Encumbered Properties | property	3
Outstanding Loan Amount	$ 30,424,000	30,719,000
Effective interest rate	3.70%
Mortgage notes payable and premiums, net | Assumed Multi-Tenant Mortgage IV
Debt Instrument [Line Items]
Encumbered Properties | property	4
Outstanding Loan Amount	$ 28,387,000	28,387,000
Effective interest rate	3.90%
Mortgage notes payable and premiums, net | Assumed Multi-Tenant Mortgage V
Debt Instrument [Line Items]
Encumbered Properties | property	7
Outstanding Loan Amount	$ 60,244,000	60,544,000
Effective interest rate	3.70%
Mortgage notes payable and premiums, net | The Plant
Debt Instrument [Line Items]
Encumbered Properties | property	1
Outstanding Loan Amount	$ 123,000,000	123,000,000
Effective interest rate	3.87%
Mortgage notes payable and premiums, net | McGowin Park
Debt Instrument [Line Items]
Encumbered Properties | property	1
Outstanding Loan Amount	$ 39,025,000	39,025,000
Effective interest rate	4.11%
Mortgage notes payable and premiums, net | Stop & Shop (5)
Debt Instrument [Line Items]
Encumbered Properties | property	0
Outstanding Loan Amount	$ 0	45,000,000
Effective interest rate	3.50%
Mortgage notes payable and premiums, net | Bob Evans I
Debt Instrument [Line Items]
Encumbered Properties | property	22
Outstanding Loan Amount	$ 22,633,000	$ 22,740,000
Effective interest rate	4.71%

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Mortgage Notes Payable, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Debt Instrument [Line Items]
Payments of prepayment costs on mortgages	$ 450	$ 0
Amended Credit Facility
Debt Instrument [Line Items]
Collateral amount	2,000,000
Gross mortgage notes payable
Debt Instrument [Line Items]
Collateral amount	$ 3,000,000		$ 3,000,000

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Mortgage Notes Payable, Net - Future Minimum Payments (Details) $ in Thousands		1 Months Ended	3 Months Ended
	Oct. 07, 2021	May 10, 2023 USD ($)	Mar. 31, 2023 USD ($) option	Dec. 31, 2022 USD ($)
Total
2023 (remainder)			$ 288,181
2024			65,672
2025			707,237
2026			564,917
2027			21,553
2028			832,242
Thereafter			263,299
Total			2,743,101
Credit Facility | Revolving credit facility
Total
Additional term	6 months
Credit Facility | Revolving credit facility | Forecast
Total
Repayments of notes payable		$ 106,400
Mortgage notes payable and premiums, net
Total
2023 (remainder)			288,181
2024			65,672
2025			707,237
2026			116,917
2027			21,553
2028			332,242
Thereafter			263,299
Total			1,795,101	$ 1,841,705
Mortgage notes payable and premiums, net | Subsequent Event
Total
Repayments of notes payable		$ 181,800
Mortgage notes payable and premiums, net | The Plant
Total
Total			123,000	123,000
Mortgage notes payable and premiums, net | The Marquis
Total
Total			8,556	$ 8,556
Credit Facility
Total
2023 (remainder)			0
2024			0
2025			0
2026			448,000
2027			0
2028			0
Thereafter			0
Total			$ 448,000
Number of additional extensions | option			2
Additional term			6 months
Senior Notes
Total
2023 (remainder)			$ 0
2024			0
2025			0
2026			0
2027			0
2028			500,000
Thereafter			0
Total			$ 500,000

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Credit Facility (Details)		3 Months Ended	12 Months Ended
	Oct. 07, 2021 USD ($) extension property	Mar. 31, 2023 USD ($) property $ / shares	Dec. 31, 2022 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 135,000,000
Credit facility		$ 448,000,000	$ 458,000,000
Series A preferred stock
Debt Instrument [Line Items]
Preferred stock dividend rate		7.50%	7.50%
Preferred stock, par value (in dollars per share) | $ / shares		$ 0.01	$ 0.01
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock
Debt Instrument [Line Items]
Preferred stock dividend rate		7.375%	7.375%
Preferred stock, par value (in dollars per share) | $ / shares		$ 0.01	$ 0.01
Revolving credit facility
Debt Instrument [Line Items]
Weighted average interest rate		6.92%	6.51%
Revolving credit facility | Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 815,000,000	$ 173,000,000			$ 540,000,000
Additional borrowing capacity, accordion feature	$ 435,000,000
Number of additional extensions | extension	2
Additional term	6 months
Unencumbered properties | property	15
Minimum value of unencumbered properties	$ 300,000,000
Total borrowing base		494,600,000
Credit facility		448,000,000
Amount remaining available but undrawn		$ 46,600,000
Number of property mortgaged | property		7
Debt covenant cash and borrowing availability required		$ 60,000,000
Revolving credit facility | Credit Facility | Four Consecutive Fiscal Quarters
Debt Instrument [Line Items]
Dividends as percent of modified FFO maximum in rolling four quarter period		95.00%
Revolving credit facility | Credit Facility | Two Consecutive Fiscal Quarters
Debt Instrument [Line Items]
Dividends as percent fo modified FFO maximum in individual quarter over two consecutive quarters		105.00%
Revolving credit facility | Credit Facility | Base Rate | Minimum
Debt Instrument [Line Items]
Basis spread on interest rate	0.45%
Revolving credit facility | Credit Facility | Base Rate | Maximum
Debt Instrument [Line Items]
Basis spread on interest rate	1.05%
Revolving credit facility | Credit Facility | LIBOR | Minimum
Debt Instrument [Line Items]
Basis spread on interest rate	1.45%
Revolving credit facility | Credit Facility | LIBOR | Maximum
Debt Instrument [Line Items]
Basis spread on interest rate	2.05%
Revolving credit facility | Credit Facility | London Interbank Offered Rate (LIBOR) Floor
Debt Instrument [Line Items]
Basis spread on interest rate	0.00%
Letter of Credit | Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 50,000,000
Total borrowing base		$ 2,000,000
Bridge Loan | Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 55,000,000

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Senior Notes, Net (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Oct. 07, 2021
Debt Instrument [Line Items]
Senior notes, net	$ 492,653,000	$ 492,319,000
Deferred costs, net	23,864,000	22,893,000
4.500% Senior Notes due 2028 | Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount			$ 500,000,000
Stated interest rate			4.50%
Senior notes, net	492,700,000	492,300,000
Deferred costs, net	$ 7,300,000	$ 7,700,000

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Fair Value Measurements - Fair Value of Financial Instruments (Details) $ in Thousands	1 Months Ended	3 Months Ended
	May 10, 2023 USD ($)	Mar. 31, 2023 USD ($) investment	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) investment
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of impaired real estate investments held-for-sale | investment		0		0
Proceeds from credit facility		$ 10,000	$ 378,000
Subsequent Event
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Proceeds from credit facility	$ 191,000
Gross mortgage notes payable | Subsequent Event
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of financial instruments	181,400
Repayments of notes payable	$ 181,800
Level 3 | Carrying Amount
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Lines of credit facility, fair value disclosure		448,000		$ 458,000
Level 3 | Carrying Amount | Gross mortgage notes payable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of financial instruments		1,795,101		1,841,705
Level 3 | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Lines of credit facility, fair value disclosure		446,527		456,635
Level 3 | Fair Value | Gross mortgage notes payable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of financial instruments		1,650,370		1,648,505
Level 2 | Carrying Amount | Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of financial instruments		500,000		500,000
Level 2 | Fair Value | Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of financial instruments		$ 377,500		$ 376,250

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Mezzanine Equity and Total Equity - Mezzanine Equity and Total Equity/Common Stock (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended
	May 31, 2019	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2022		Dec. 31, 2022	Dec. 31, 2021	Dec. 17, 2021
Class of Stock [Line Items]
Gain on embedded derivative		$ 2.3
Common stock, outstanding (in shares)		134,224,313
Class A
Class of Stock [Line Items]
Gross consideration received				$ 24.9
Commissions paid				0.4
Class A Common Stock ATM Program | Class A
Class of Stock [Line Items]
Sale of stock, consideration received on transaction (up to)				24.5
Sale of stock, maximum offering amount	$ 450.0	$ 254.0
CIM Portfolio Acquisition
Class of Stock [Line Items]
Percentage of outstanding common stock available for issuance to determine price								7.50%
Embedded derivative asset							$ 1.7
Embedded derivative liability							$ 2.3
CIM Portfolio Acquisition | Class A
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)			6,450,107
Sale of stock, number of shares issued in transaction, value			$ 50.0
Sale of stock, consideration received on transaction (up to)		$ 53.4		$ 53.4
Sale of stock, price per share (in usd per share)								$ 8.34
Common Stock
Class of Stock [Line Items]
Common stock, outstanding (in shares)		134,200,000				134,200,000
Issuance of Stock, net (in shares)		0		2,761,711	[1]

[1] Includes shares of Class A common stock subject to repurchase.

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Mezzanine Equity and Total Equity - Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended
	Jan. 31, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Apr. 30, 2020
Class of Stock [Line Items]
Preferred stock, authorized (in shares)		50,000,000
7.50% Series A Cumulative Redeemable Perpetual Preferred Stock
Class of Stock [Line Items]
Preferred stock, authorized (in shares)		12,796,000		12,796,000
Preferred stock, par value (in dollars per share)		$ 0.01		$ 0.01
Preferred stock, issued (in shares)		7,933,711		7,933,711
Preferred stock, outstanding (in shares)		7,933,711		7,933,711
7.50% Series A Cumulative Redeemable Perpetual Preferred Stock | Preferred Stock
Class of Stock [Line Items]
Issuance of Stock, net (in shares)			0
Series B Preferred Stock
Class of Stock [Line Items]
Preferred stock, authorized (in shares)		120,000		120,000	1
Preferred stock, par value (in dollars per share)		$ 0.01		$ 0.01
Preferred stock, issued (in shares)		0		0
Preferred stock, outstanding (in shares)		0		0
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
Class of Stock [Line Items]
Preferred stock, authorized (in shares)		11,536,000		11,536,000
Preferred stock, par value (in dollars per share)		$ 0.01		$ 0.01
Preferred stock, issued (in shares)		4,595,175		4,595,175
Preferred stock, outstanding (in shares)		4,595,175		4,595,175
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | Preferred Stock
Class of Stock [Line Items]
Issuance of Stock, net (in shares)		0	0
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | Series C Preferred Stock ATM Program
Class of Stock [Line Items]
Sale of stock, maximum offering amount	$ 200.0
Series A Cumulative Redeemable Perpetual Preferred Stock
Class of Stock [Line Items]
Preferred stock, issued (in shares)		7,933,711		7,933,711
Preferred stock, outstanding (in shares)		7,933,711		7,933,711
Series A Cumulative Redeemable Perpetual Preferred Stock | Series A Preferred Stock ATM Program
Class of Stock [Line Items]
Sale of stock, maximum offering amount	$ 200.0
Sale of stock, number of shares issued in transaction (in shares)		0	0

XML

Mezzanine Equity and Total Equity - Stockholder Rights Plan (Details) - $ / shares	1 Months Ended
	Apr. 30, 2020	Mar. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Percentage of ownership after transaction	4.90%
Preferred stock, authorized (in shares)		50,000,000
Series B Preferred Stock
Class of Stock [Line Items]
Preferred stock, authorized (in shares)	1	120,000	120,000
Preferred stock, exercise price (in dollars per share)	$ 0.035

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Mezzanine Equity and Total Equity - Non-controlling Interest Narrative (Details) - shares	Mar. 31, 2023	Mar. 31, 2022
Equity [Abstract]
Class A units outstanding (in shares)	172,921	172,921

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Mezzanine Equity and Total Equity - Non-Controlling Interest (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Noncontrolling Interest [Line Items]
Non-controlling interests	$ 25,789	$ 22,637
LTIP Units
Noncontrolling Interest [Line Items]
Non-controlling interests	24,248	21,072
Class A Units
Noncontrolling Interest [Line Items]
Non-controlling interests	$ 1,541	$ 1,565

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Commitments and Contingencies - Narrative (Details)	3 Months Ended
	Mar. 31, 2023 USD ($) property	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Loss Contingencies [Line Items]
Operating lease right-of-use assets	$ 17,713,000		$ 17,839,000
Operating lease liabilities	$ 19,110,000		$ 19,132,000
Weighted average remaining lease term	7 years 1 month 6 days
Legal fees	$ 100,000	$ 0
Insurance recoveries	$ 0	0
Land
Loss Contingencies [Line Items]
Number of ground leases | property	7
Weighted average remaining lease term	25 years 10 months 24 days
Weighted average discount rate	7.50%
Operating lease payments	$ 400,000	300,000
Operating lease cost	$ 500,000	$ 500,000
Land | Minimum
Loss Contingencies [Line Items]
Term of contract	14 years 9 months 18 days
Land | Maximum
Loss Contingencies [Line Items]
Term of contract	32 years 4 months 24 days

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Commitments and Contingencies - Future Minimum Ground Lease Payments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Future Base Rent Payments
2023 (remainder)	$ 1,196
2024	1,560
2025	1,598
2026	1,628
2027	1,647
Thereafter	41,083
Total lease payments	48,712
Less: Effects of discounting	(29,602)
Total present value of lease payments	$ 19,110	$ 19,132

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Related Party Transactions and Arrangements - Narrative (Details)		1 Months Ended	3 Months Ended		6 Months Ended	12 Months Ended
	Sep. 06, 2016 USD ($)	Jun. 30, 2021	Mar. 31, 2023 USD ($) $ / shares	Mar. 31, 2022 USD ($)	Jun. 30, 2020 USD ($) quarter	Dec. 31, 2022 USD ($)	Dec. 31, 2018 USD ($) agreement property
Related Party Transaction [Line Items]
Termination notice period			60 days
Total commissions and fees from the dealer manager			$ 7,956,000	$ 7,826,000
Renewal term			1 year
Ineligible termination period			60 days
Percentage of gross rental receipts to calculate management fee			4.00%
Percentage of gross rental receipts to calculate administrative charge			15.00%
Percentage of construction costs incurred to calculate construction fee			6.00%
Advisor
Related Party Transaction [Line Items]
Advisory agreement, renewal term			20 years
Percentage of independent directors approval needed to terminate agreement			67.00%
Internalization fee, percentage payable in equity			10.00%
Advisor | American Realty Capital Advisors | Contract Purchase Price
Related Party Transaction [Line Items]
Expected third party acquisition costs reimbursable			0.50%
Advisor | American Realty Capital Advisors | Advance on Loan or Other Investment
Related Party Transaction [Line Items]
Expected third party acquisition costs reimbursable			0.50%
Advisor | American Realty Capital Advisors | Contact Purchase Price, All Of Portfolio Costs
Related Party Transaction [Line Items]
Acquisition fees and acquisition related expenses			4.50%
Advisor | American Realty Capital Advisors | Contract Purchase Price, All Assets Acquired
Related Party Transaction [Line Items]
Acquisition fees and acquisition related expenses			4.50%
Termination Fees for Agreement | Advisor
Related Party Transaction [Line Items]
Equity issued fair value			$ 15,000,000
Subject Fees | Advisor
Related Party Transaction [Line Items]
Transaction multiplier			4.5
Subject Fees - Applicable if Internalization Occurs On or After January 1, 2029 | Advisor
Related Party Transaction [Line Items]
Transaction multiplier			3.5
Basis Spread - Purchase Price | Advisor
Related Party Transaction [Line Items]
Margin on multiplier			1.00%
Base Subject Fees Spread | Advisor
Related Party Transaction [Line Items]
Transaction multiplier			4
Acquisition cost reimbursements
Related Party Transaction [Line Items]
Total commissions and fees from the dealer manager			$ 0	203,000
Base Management Fee - Thereafter | Advisor
Related Party Transaction [Line Items]
Equity issued fair value			$ 24,000,000
Transaction multiplier			0.0062
Base Management Fee - First Year following Effective Time | Advisor
Related Party Transaction [Line Items]
Transaction multiplier			0.0031
Base Management Fee - Second Year following Effective Time | Advisor
Related Party Transaction [Line Items]
Transaction multiplier			0.0047
Base management fee | Advisor
Related Party Transaction [Line Items]
Management fee expense			$ 8,000,000	7,800,000
Annual Subordinated Performance Fee | Advisor
Related Party Transaction [Line Items]
Related party fee, percent of earnings in excess of benchmark one			15.00%
Related party fee, earnings per share used in calculation, benchmark one (in dollars per share) | $ / shares			$ 0.275
Related party fee, percent of earnings in excess of benchmark two			10.00%
Related party fee, earnings per share used in calculation, benchmark two (in dollars per share) | $ / shares			$ 0.3125
Variable Management Fee | Advisor
Related Party Transaction [Line Items]
Equity issued fair value			$ 0
Property Management Fee | Property Manager
Related Party Transaction [Line Items]
Number of property management agreements | agreement							12
Percentage of gross rental receipts	4.00%
Percentage of reimbursable administrative charges	15.00%
Percentage of Allocated Loan Not Related to Specially Service Properties		0.02083%
Percentage of loan amount recovered		0.50%
Percentage of Allocated Loan Including Amount Related to Specially Service Properties		0.0625%
Property Management Fee | Property Manager | Secured Debt
Related Party Transaction [Line Items]
Debt instrument, face amount							$ 210,000,000
Number of properties securing mortgage loan | property							12
Transition Fees | Property Manager
Related Party Transaction [Line Items]
Equity issued fair value	$ 2,500
Construction fee percentage	6.00%
Administrative Services | Advisor | American Realty Capital Advisors
Related Party Transaction [Line Items]
Total commissions and fees from the dealer manager			3,600,000	2,700,000
Compensation And Overhead Costs			1,000,000	500,000
Salaries, Wages, Benefits and Overhead | Advisor | American Realty Capital Advisors
Related Party Transaction [Line Items]
Equity issued fair value			$ 8,100,000		$ 7,000,000	$ 7,700,000
Reimbursement of executive salary annual cost of living adjustment			3.00%
Reimbursement of executive salary variable component, number of quarters | quarter					4
Reimbursement of executive salary variable component, multiplier					0.20%
Reimbursement of executive salary reduction of real estate cost			25.00%
Reimbursement of executive salary reinvestment period			12 months
Reimbursement of executive salary negotiation period			90 days
Base Management Monthly Fee | Advisor
Related Party Transaction [Line Items]
Related party fee, quarterly payments, percent of net proceeds from equity financing	0.10417%
Property management and leasing fees
Related Party Transaction [Line Items]
Total commissions and fees from the dealer manager			$ 4,545,000	1,914,000
Capitalized leasing fees			$ 1,600,000	$ 300,000

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Related Party Transactions and Arrangements - Summary of Fees, Expenses and Related Payables (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Total related party operating fees and reimbursements	$ 7,956	$ 7,826
Total related party operating fees and reimbursements
Related Party Transaction [Line Items]
Total related party operating fees and reimbursements	16,619	13,237
Related party payable (receivable)	1,566		$ 1,838
Acquisition cost reimbursements
Related Party Transaction [Line Items]
Total related party operating fees and reimbursements	0	203
Related party payable (receivable)	0		9
Asset management fees to related party
Related Party Transaction [Line Items]
Total related party operating fees and reimbursements	7,956	7,826
Related party payable (receivable)	0		0
Property management and leasing fees
Related Party Transaction [Line Items]
Total related party operating fees and reimbursements	4,545	1,914
Related party payable (receivable)	1,441		1,302
Capitalized leasing fees	1,600	300
Professional fees and other reimbursements
Related Party Transaction [Line Items]
Total related party operating fees and reimbursements	4,118	$ 3,294
Related party payable (receivable)	$ 125		$ 527

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Equity-Based Compensation - Narrative (Details) - USD ($)					3 Months Ended
	Jul. 21, 2021	Jul. 19, 2021	May 04, 2021	Jul. 03, 2018	Mar. 31, 2023	Mar. 31, 2022	Aug. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum authorized amount as a percentage of shares authorized				10.00%
Equity-based compensation					$ 3,567,000	$ 3,498,000
Percentage of aggregate distributions that is subject to priority catch-up distribution on each earned share-based arrangement unit					90.00%
Share-based payment arrangement, converted instrument, rate					1
Distributions to non-controlling interest holders					$ 218,000	$ 196,000
Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Director compensation annual cash retainer					$ 60,000
Common stock issued in lieu of cash compensation (in shares)					0	0
Lead Independent Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Director compensation annual cash retainer					$ 100,000
Chair of Audit Committee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Director compensation annual cash retainer					30,000
Other Audit Committee Members
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Director compensation annual cash retainer					15,000
Chair of Compensation Committee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Director compensation annual cash retainer					15,000
Other Compensation Committee or NCG Committee Member
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Director compensation annual cash retainer					$ 10,000
Share-based Compensation - Restricted Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period					4 years
Percentage of award earned					25.00%
Share-based Compensation - Restricted Shares | Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period					1 year
Director compensation, restricted stock					$ 85,000
Share-based Compensation - Restricted Shares | Share-based Payment Arrangement, Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of award earned					50.00%
Share-based Compensation - Restricted Shares | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period					1 year
Share-based Compensation - Restricted Shares | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period					5 years
2021 OPP | Advisor | American Realty Capital Advisors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Director compensation, restricted stock	$ 72,000,000
Ten-day trailing average closing price (in dollars per share)	$ 8.4419
Units granted (in shares)	8,528,885
2018 LTIP Unit Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation					$ 3,200,000	$ 3,200,000
Forfeited (in shares)		4,496,796
LTIP Unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (in shares)						1,407,266
Percentage of entitled distributions							10.00%
Distributions to non-controlling interest holders					$ 200,000	$ 200,000
Performance period					3 years
2021 LTIP Unit Award | Below Threshold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of award earned			0.00%
Absolute TSR			18.00%
2021 LTIP Unit Award | Target
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of award earned			50.00%
Absolute TSR			24.00%
2021 LTIP Unit Award | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of award earned			100.00%
Absolute TSR			36.00%
2018 Equity Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Plan term				10 years
Restricted Share Plan | Share-based Compensation - Restricted Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs					$ 2,200,000
Weighted average period for recognition					2 years 8 months 12 days
Equity-based compensation					$ 400,000	$ 300,000
Units granted (in shares)					0
Forfeited (in shares)					0
2021 OPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs					$ 16,600,000
Weighted average period for recognition					1 year 3 months 18 days
Requisite service period (in years)					38 months 16 days

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Equity-Based Compensation - Summary of Unvested Restricted Stock Activity (Details) - Restricted Share Plan - Share-based Compensation - Restricted Shares	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Number of Shares of Common Stock
Unvested - Beginning balance (in shares) | shares	508,677
Granted (in shares) | shares	0
Vested (in shares) | shares	0
Forfeited (in shares) | shares	0
Unvested - Ending balance (in shares) | shares	508,677
Weighted-Average Grant Price
Unvested - Beginning balance (in dollars per share) | $ / shares	$ 7.93
Granted (in dollars per share) | $ / shares	0
Vested (in dollars per share) | $ / shares	0
Forfeited (in dollars per share) | $ / shares	0
Unvested - Ending balance (in dollars per share) | $ / shares	$ 7.93

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Equity-Based Compensation - Schedule of LTIP Vesting Scenarios (Details) - 2021 LTIP Unit Award	May 04, 2021 shares
Below Threshold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Absolute TSR	18.00%
Percentage of LTIP Units Earned	0.00%
Number of LTIP Units Earned (in shares)	0
Below Threshold | Peer Group
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Relative TSR Excess	(6.00%)
Percentage of LTIP Units Earned	0.00%
Number of LTIP Units Earned (in shares)	0
Threshold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Absolute TSR	18.00%
Percentage of LTIP Units Earned	25.00%
Number of LTIP Units Earned (in shares)	10,661.10625
Threshold | Peer Group
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Relative TSR Excess	(6.00%)
Percentage of LTIP Units Earned	25.00%
Number of LTIP Units Earned (in shares)	10,661.10625
Threshold | Peer Group | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Relative TSR Excess	(6.00%)
Target
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Absolute TSR	24.00%
Percentage of LTIP Units Earned	50.00%
Number of LTIP Units Earned (in shares)	21,322.2125
Target | Peer Group
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Relative TSR Excess	0.00%
Percentage of LTIP Units Earned	50.00%
Number of LTIP Units Earned (in shares)	21,322.2125
Target | Peer Group | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Relative TSR Excess	0.00%
Target | Peer Group | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Relative TSR Excess	0.00%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Absolute TSR	36.00%
Percentage of LTIP Units Earned	100.00%
Number of LTIP Units Earned (in shares)	42,644.425
Maximum | Peer Group
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Relative TSR Excess	6.00%
Percentage of LTIP Units Earned	100.00%
Number of LTIP Units Earned (in shares)	42,644.425
Maximum | Peer Group | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Relative TSR Excess	6.00%

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Net (Loss) Income Per Share - Schedule of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Net (loss) income attributable to common stockholders	$ (18,757)	$ 39,934
Adjustments to net (loss) income for common share equivalents	(326)	(206)
Adjusted net (loss) income attributable to common stockholders	$ (19,083)	$ 39,728
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Weighted-average shares outstanding - Basic (in shares)	133,715,627	128,640,845
Weighted-average shares outstanding - Diluted (in shares)	133,715,627	130,048,111
Earnings Per Share [Abstract]
Net (loss) income per share attributable to common stockholders — Basic ( in dollars per share)	$ (0.14)	$ 0.31
Net (loss) income per share attributable to common stockholders — Diluted ( in dollars per share)	$ (0.14)	$ 0.31

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Net (Loss) Income Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	9,210,483	7,716,758
Class A units outstanding (in shares)	172,921	172,921
Unvested restricted shares | Restricted Share Plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares outstanding (in shares)	508,677	422,108
Unvested restricted shares (in shares)	508,677		508,677
Granted (in shares)	0
2021 LTIP Unit Award
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Unvested restricted shares (in shares)	8,528,885	8,528,885
LTIP Unit
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Granted (in shares)		1,407,266
Unvested restricted shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	508,677	422,218
Class A Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	172,921	172,921
2021 LTIP Unit Award
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	8,528,885	7,121,619

XML

Net (Loss) Income Per Share - Narrative (Details)	3 Months Ended
	Mar. 31, 2022 shares
LTIP Unit
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Granted (in shares)	1,407,266

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Segment Reporting - Reconciliation of the Segment Activity to Consolidated Net Income (Loss) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) segment	Mar. 31, 2022 USD ($)
Segment Reporting [Abstract]
Number of reportable segments | segment	2
Segment Reporting Information [Line Items]
Revenue from tenants	$ 113,594	$ 94,943
Property operating expense	26,913	19,139
NOI	86,681	75,804
Asset management fees to related party	(7,956)	(7,826)
Impairment charges related to properties reclassified as held for sale	0	(5,942)
Acquisition, transaction and other costs	(565)	(279)
Equity-based compensation	(3,567)	(3,498)
General and administrative	(10,492)	(6,833)
Depreciation and amortization	(54,182)	(37,688)
Gain on sale of real estate investments	11,792	53,569
Interest expense	(34,675)	(23,740)
Other income	27	18
Gain on non-designated derivatives	0	2,250
Net loss (income) attributable to non-controlling interests	17	(64)
Allocation for preferred stock	(5,837)	(5,837)
Net (loss) income attributable to common stockholders	(18,757)	39,934
Single-Tenant Properties | Operating Segments
Segment Reporting Information [Line Items]
Revenue from tenants	46,166	53,282
Property operating expense	4,450	3,924
NOI	41,716	49,358
Multi-Tenant Properties | Operating Segments
Segment Reporting Information [Line Items]
Revenue from tenants	67,428	41,661
Property operating expense	22,463	15,215
NOI	$ 44,965	$ 26,446

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Segment Reporting - Reconciliation of Assets from Segment to Consolidated (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Segment Reporting, Asset Reconciling Item [Line Items]
Total investments in real estate, net	$ 4,218,143	$ 4,323,363
Cash and cash equivalents	43,095	70,795	$ 82,106
Restricted cash	19,422	17,956	$ 15,131
Deferred costs, net	23,864	22,893
Straight-line rent receivable	67,332	66,657
Prepaid expenses and other assets	17,713	17,839
Prepaid expenses and other assets	67,824	66,551
Total assets	4,457,393	4,586,054
Single-Tenant Properties | Operating Segments
Segment Reporting, Asset Reconciling Item [Line Items]
Total investments in real estate, net	1,798,895	1,880,418
Multi-Tenant Properties | Operating Segments
Segment Reporting, Asset Reconciling Item [Line Items]
Total investments in real estate, net	$ 2,419,248	$ 2,442,945

XML

Segment Reporting - Reconciliation of Capital Expenditures from Segments to Consolidated (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting, Other Significant Reconciling Item [Line Items]
Total capital expenditures	$ 12,260	$ 786,311
Accrued capital expenditures	6,400
Operating Segments
Segment Reporting, Other Significant Reconciling Item [Line Items]
Total capital expenditures	2,600	3,457
Operating Segments | Single-Tenant Properties
Segment Reporting, Other Significant Reconciling Item [Line Items]
Total capital expenditures	67	208
Operating Segments | Multi-Tenant Properties
Segment Reporting, Other Significant Reconciling Item [Line Items]
Total capital expenditures	$ 2,533	$ 3,249

XML

Subsequent Events (Details)		1 Months Ended			3 Months Ended
	May 04, 2023 USD ($)	May 10, 2023 property	May 04, 2023 USD ($) property	Apr. 30, 2023 USD ($) property	Mar. 31, 2023 USD ($) property	Dec. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Oct. 07, 2021 USD ($)	Sep. 30, 2021 USD ($)
Subsequent Event [Line Items]
Long-term Debt, Gross					$ 2,743,101,000
Maximum borrowing capacity							$ 135,000,000
Gross mortgage notes payable
Subsequent Event [Line Items]
Long-term Debt, Gross					1,795,101,000	$ 1,841,705,000
Assumed Multi-Tenant Mortgage III And Assumed Multi-Tenant Mortgage IV | Gross mortgage notes payable
Subsequent Event [Line Items]
Long-term Debt, Gross					$ 58,800,000
Credit Facility | Revolving credit facility
Subsequent Event [Line Items]
Number of property mortgaged | property					7
Maximum borrowing capacity					$ 173,000,000			$ 815,000,000	$ 540,000,000
Amount remaining available but undrawn					$ 46,600,000
Subsequent Event
Subsequent Event [Line Items]
Number of properties sold | property			1
Aggregate contract sale price			$ 1,100,000
Number of property mortgaged | property				7
Number of property Asset Pooled | property				6
Number Of Leases Terminated | property		4
Subsequent Event | Assumed Multi-Tenant Mortgage III And Assumed Multi-Tenant Mortgage IV | Gross mortgage notes payable
Subsequent Event [Line Items]
Repayments of debt				$ 50,000,000
Subsequent Event | The Marquis And The Plant | Gross mortgage notes payable
Subsequent Event [Line Items]
Long-term Debt, Gross	$ 123,000,000		123,000,000
Repayments of debt	123,000,000
Subsequent Event | Credit Facility | Revolving credit facility
Subsequent Event [Line Items]
Maximum borrowing capacity	639,000,000		639,000,000	$ 18,000,000
Amount remaining available but undrawn	$ 28,200,000		$ 28,200,000